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SM Energy Company • sm-energy.com
Annual Report 2011
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SM Energy Company • sm-energy.com
Annual Report 2011
Financial Highlights
Stockholder Information
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Oil & Gas Production
(MMCFE per day)
Oil & Gas Production Per Share
(MCFE)
Net Cash Provided by
Operating Activities
($ millions)
500
400
300
200
100
2.50
2.00
1.50
1.00
0.50
800
600
400
200
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Proved Reserves
Proved Reserves Per Share
(BCFE)
1200
1000
800
600
400
200
(MCFE)
20
15
10
05
Stockholders’ Equity
($ millions)
1500
1200
900
600
300
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Average Net Daily Production
Year-End Closing Stock Price
($ per share)
80
60
40
20
07
08
09
10
11
(In thousands except production, proved reserves, price data, and per share amounts)
2011
2010
2009
2008
2007
Income Statement Data
Gains on sales and other
Total operating revenues
Net income (loss)
Oil and gas production revenues
$ 1,311,685
$ 859,753
$ 756,601
$ 1,158,304
$ 936,577
291,633
233,081
75,600
142,997
53,517
$ 1,603,318
$ 1,092,834
$ 832,201
$ 1,301,301
$ 990,094
$ 215,416
$ 196,837
$ (99,370)
$
87,348
$ 187,098
Diluted earnings (loss) per share
$
3.19
$
3.04
$ (1.59)
1.38
$
2.90
Cash dividends declared and paid per share
$
0.10
$
0.10
$
0.10
0.10
$
0.10
Diluted weighted average common
shares outstanding
67,564
64,689
62,457
63,133
64,850
$
$
Balance Sheet Data
Working capital (deficit)
Total assets
Long-term debt
Stockholders’ equity
Gas (MMcf)
Oil (MBbls)
NGL (MBbls)
MMCFE (6:1)
Gas (per Mcf)
Oil (per Bbl)
NGL (per Bbl)
Proved Reserves
Gas (Mcf)
Oil (MBbls)
NGL (MBbls)
MCFE (6:1)
Average Sales Price, including
derivative cash settlements
$
(42,601)
$ (227,408)
$ (87,625)
$
15,193
$ (92,604)
3,798,980
985,069
1,462,940
2,744,321
2,360,936
2,697,247
2,572,942
323,673
1,218,526
454,902
973,570
558,713
1,162,509
536,070
902,574
274.8
22.1
9.6
465.0
196.9
17.4
—
301.4
194.8
17.3
—
298.8
204.7
18.1
—
313.1
181.0
18.9
—
294.5
$
$
$
4.80
78.89
47.90
$
$
6.05
66.85
$
—
$
$
$
5.59
56.74
—
$
$
$
8.79
75.59
—
$
$
$
7.63
62.60
—
664,052
71,707
27,490
640,047
57,412
449,545
53,784
557,366
51,363
613,450
78,847
1,259,232
984,519
772,249
865,544
1,086,532
OFFICES
INVESTOR RELATIONS CONTACT
Denver, CO – Corporate Headquarters
1775 Sherman Street
Suite 1200
Denver, CO 80203
Main telephone: (303) 861-8140
Fax: (303) 861-0934
Billings, MT
550 N. 31st Street
Suite 500
Billings, MT 59101
Main telephone: (406) 245-6248
Houston, TX
777 N. Eldridge Pkwy
Suite 1000
Houston, TX 77079
Main telephone: (281) 677-2800
Midland, TX
3300 N. A Street
Building 7
Suite 200
Midland, TX 79705
Tulsa, OK
6120 S. Yale Avenue
Suite 1300
Tulsa, OK 74136
Main telephone: (918) 488-7600
Design by: Mark Mulvany graphic Design (Denver, coloraDo)
photography by: JiM blecha (aurora, coloraDo)
Stockholders, securities analysts, or portfolio managers who have
questions or need information concerning SM Energy may contact
James R. Edwards, Manager of Investor Relations at 303-861-8140.
Email: ir@sm-energy.com
Annual Reports, 10-Ks, 10-Qs
To receive an information packet on SM Energy or to be added to
our mailing list, contact Pam Sweet at 303-861-8140.
Email: information@sm-energy.com
Please visit our Investor Relations website at: sm-energy.com
Stock Transfer Agent
Any stockholder with questions or inquiries regarding stock certificate
holdings, changes in registration address, lost certificates, dividend
payments, and other stockholder account matters should be directed to
SM Energy Company’s transfer agent at the following address or
phone number:
Computershare Trust Company NA
350 Indiana Street, Suite 800
Golden, CO 80401
(303) 262-0600
NYSE: SM
Stock Exchange under the symbol (SM).
The price ranges of the Company’s common stock by quarter for the
last two years are provided below. As of February 16, 2012, the
registrant had 64,114,366 shares of common stock outstanding, which
is net of 81,067 treasury shares held by the Company.
Closing Prices
2011— Quarter Ended
2010— Quarter Ended
March 31
June 30
september 30
December 31
high
$56.04
62.28
60.65
57.27
low
$74.19
77.57
83.08
87.05
high
$38.18
49.13
44.93
59.82
low
$30.70
35.29
33.80
37.30
Other Information
In 2011, SM Energy submitted to the New York Stock Exchange a
certificate of the Chief Executive Officer of SM Energy certifying that
he was not aware of any violation by SM Energy of the New York
Stock Exchange corporate governance listing standards. SM Energy
has filed with the SEC certifications of the Chief Executive Officer and
Chief Financial Officer required under Section 302 of the Sarbanes-
Oxley Act as exhibits to the Annual Report on Form 10-K for the year
ended December 31, 2011.
Main telephone: (432) 688-1700
The Company’s common stock is listed for trading on the New York
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To Our Shareholders
Over the past five years we have focused on a strategy to transform
SM Energy into a significant resource play company in North America.
Our transformation has been highly successful, and we are now
positioned for long term success in several of the most exciting resource
plays in the United States, particularly the Eagle Ford
shale and Bakken/ Three Forks. The acceleration of
our development programs in these plays is now driving
the significant growth the Company delivered in
2011. In 2012, we expect another year of strong
growth to be fueled by these core projects. Equally
important are our efforts to identify and test new
resource play opportunities with the scope and scale
to drive long-term growth for SM Energy.
2011 RESULTS
Last year was a year of tremendous growth and new
records for the Company. The following summarizes a
Our transformation has been
few key 2011 achievements:
highly successful, and we are now
• Record proved reserves at year-end 2011 of 1,259.2 BCFE,
positioned for long term success
a 28% increase from 2010.
in several of the most exciting
• Record annual production of 169.7 BCFE, or an average of
resource plays in the United States,
465 MMCFE per day.
particularly the Eagle Ford shale
and Bakken/Three Forks.
— ANTHONY J. BEST
President and Chief Executive Officer
• Record net income for the year of $215.4 million, or
$3.19 per diluted share.
Year-end 2011 proved reserves reached a company record of 1.26
TCFE, exceeding our previous 2007 record of 1.09 TCFE. We
achieved this record while maintaining a modest amount of proved
undeveloped reserves (33% as of year-end 2011). Our product mix as
of December 31, 2011 was more weighted toward liquids compared to
prior periods, as evidenced by the increase to 47% liquids at year-end
2011, compared to 35% liquids at the year-end 2010. This is a result of
our ongoing effort to focus on liquid-rich plays, namely our Eagle Ford
shale and Bakken/Three Forks programs. During the year, we added
approximately 525 BCFE through the drill bit, which resulted in
drilling reserve replacement of over 300%. Our reserve growth in 2011
would have been larger had it not been for the approximately 95 BCFE
of proved reserves we sold during the year.
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From a production standpoint, our annual production of 169.7 BCFE
was a new SM Energy record and a 54% increase over 2010 production.
Our programs in the Eagle Ford shale and Bakken/Three Forks plays
were the primary drivers of this growth. Our total Eagle Ford shale
program grew production by 275% over the prior year. Our activities in
the Williston Basin were hit hard by weather complications throughout
the year, with a hard winter in the first quarter and flooding during the
second and third quarters. Despite these obstacles, our Bakken/ Three
Forks program was able to grow production significantly in the fourth
quarter of 2011, with production of 8.2 MBOE per day, a 134%
increase over the same period of 2010.
Our 2012 drilling program will
focus primarily on rich-gas and
Net income for the year was $215.4 million, or $3.19 per diluted
liquid-rich projects, with approxi-
share, increases of 9% and 5%, respectively, over the prior year. In 2011,
mately 70% of our planned drilling
we realized an average price per MCFE of $7.58 after the impact of
derivative cash settlements, a 3% decrease from the prior year. Higher
net income in 2011 was primarily driven by increased production
volumes, coupled with a large gain on divestiture activity. From a per
unit standpoint, we reported relatively flat operating margins for the
capital deployed in our operated
Eagle Ford shale and operated
Bakken/Three Forks plays.
— JAVAN D. OTTOSON
Executive Vice President and
Chief Operating Officer
year when compared to 2010, and had approximately
28% lower general and administrative costs from the
prior year on a per MCFE basis.
From a balance sheet perspective, we maintained
the strong financial position for which we are known.
At year-end, we had $119 million in cash on hand
and a $1 billion credit facility with no borrowings
outstanding. We accessed the public debt markets
twice in 2011. First, in early 2011, we issued $350
million of 8-year notes with a coupon of 6.625%.
Then, in November, we announced a second
issueance of $350 million of 10-year notes with a
coupon of 6.50%. Even with these two new issuances of debt, we exited
the year with net debt to book capitalization of 37% and debt to trailing
EBITDAX of approximately 1.0 times.
During the year, we completed nearly $1 billion in asset transactions.
The largest of those transactions was our agreement with Mitsui E&P
Texas to transfer to Mitsui a 12.5% working interest in our non-operated
Eagle Ford shale acreage for a 90% carry of future drilling and completion
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costs in our non-operated program, totaling $680 million. By applying
reimbursements paid to us by Mitsui for the period between the effective
and closing dates to the remainder of our non-operated costs, we will
be essentially 100% carried in our non-operated Eagle Ford program
for several years. In addition to the transaction with Mitsui, we sold
From a balance sheet
approximately 15,000 net acres in La Salle County, Texas, to Talisman
perspective, we maintained
the strong financial position
for which we are known.
— A. WADE PURSELL
Executive Vice President and
Chief Financial Officer
and Statoil for $225 million. This acreage was a stand-alone block
separated from our contiguous operated position in Webb and Dimmit
Counties, Texas. The result of these two transactions allowed us to
both core-up the operational footprint of our Eagle Ford shale program
and increase the percentage of capital we operate and control in the
play. These transactions, combined with several smaller
divestitures during the year, provided liquidity to
develop higher return assets and maintain the strength
of our balance sheet.
FULL BORE
The theme of this year’s annual report is “Full Bore.”
The theme alludes to our increased pace of activity in
our Eagle Ford shale and Bakken/ Three Forks plays,
as we move into full scale development.
In our Eagle Ford shale program, we started 2011
with two operated drilling rigs. We increased our rig
count throughout the year and exited 2011 with five operated drilling
rigs. Our plan for 2012 is to operate five to six rigs, three of which will
be dedicated to pad drilling. Additionally, we plan to continue our
efforts to refine our spacing assumptions and completion designs as we
move from acreage delineation into development drilling. During
2011, we spent significant capital and resources to develop and improve
the infrastructure on our acreage position. We have completed a signifi-
cant portion of our water distribution infrastructure to move water from
the Rio Grande River to our operated well sites. All water used for our
completions comes from the river, so we are not dependent on subsurface
water for our operated program. From a takeaway standpoint, our
midstream rich-gas takeaway capacity increased significantly throughout
the year with the arrival of a second midstream provider. We began
2011 with approximately 100 MMCFE per day of rich-gas capacity,
which increased to approximately 225 MMCFE per day by year-end.
Our takeaway capacity increased further in the first quarter of 2012,
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SM ENERGY AREAS OF OPERATION
to approximately 270 MMCFE per day, allowing us to continue growing
our production through 2012. Clearly, our Eagle Ford shale position is
one of our crown jewels and we are very excited to see the shift from
potential to realization as we move into full scale development.
In the Williston basin, our Bakken/Three Forks program also had
significant growth in 2011. At the beginning of 2011, we were operating
two drilling rigs. We exited the year with three operated rigs and we
expect to add a fourth rig in 2012. Our focus continues to be on the
Gooseneck, Raven, and Bear Den prospects. Our plan for 2012 is to
drill remaining obligations necessary to maintain our acreage position,
and to begin infill drilling in areas such as the Bear Den prospect.
Our 2012 drilling program will focus primarily on rich-gas and liquid-rich
projects, with approximately 70% of our planned drilling capital deployed
in our operated Eagle Ford shale and operated Bakken/Three Forks
plays. While most of our focus and capital deployment in 2012 will be on
the development of our current plays, we continue to allocate capital
to our new ventures group. Our strategy is to explore for new resource
plays and acquire acreage at a reasonable cost. We believe this strategy
allows for greater full cycle returns on successful plays. While not all of
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these new venture concepts will be successful, it is our job to ensure
that the project inventory for SM Energy remains as full tomorrow as
it is today, giving us the flexibility to high-grade projects and deploy
capital into the highest return plays.
In 2011, SM Energy set many milestones through production and
proved reserves. We expect to continue growing at a significant pace in
2012. We remain committed to our core values and responsibilities to
our employees, contractors, the communities in which we operate, and
the environment. It is of upmost importance to our company to ensure
that we grow in a manner that respects and protects the interests of all
of our stakeholders. We are excited about where SM Energy is positioned
today and we are running “Full Bore” to create long-term value for
our shareholders.
Anthony J. Best
President & Chief Executive Officer
Javan D. Ottoson
Executive Vice President and Chief Operating Officer
A. Wade Pursell
Executive Vice President and Chief Financial Officer
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Our Employees
(as of December 31, 2011)
Wanda Acree • Tonya Adam • Susan Adamson • Judy Adamsson • James Adkins • Roslizah Ahmad • Rhonda Albright • Jerry Alexander
Tina Allen • Billy Allmon • Jose Alvarez • Melissa Andreani • Mark Andreason • Christopher Arnold • Debra Arroyo • Nathan Aucoin
Penny Ayers • Robert Bachman • Thomas Bagley • Bradley Baker • Eva Balderas • Justin Balkenbush • Michael Barbula • Stella Bargas
Brianne Barkley • James Barnes • Jessica Baros • Tracy Bartholomew • Jayme Bauman • Dana Baxter • Lauren Bean • Edward Beaumont
David Beers • Laura Beers • Melissa Beff • Erin Bell • Tina Benedict • Alan Bennett • William Bentley • Diane Bents • Sandra Beresford
Frank Berry • Tony Best • Gary Bjerke • Kerry Bjorgen • Kory Bjorgen • Jordan Blackburn • Carla Blair • Mark Bondy • Shawna Bonini
Mark Brannum • Gary Breitling • Linda Brewer • Levi Briese • Stephen Briggs • Alonzo Brinkerhoff • Chasity Broadbrooks • Cynthia Brogren
Gregory Brooks • Nancy Brostuen • Alyson Brown • Deborah Brown • Tiffany Brown • Leah Brumlow • Kristyn Bryan • Michael Bryant
Willis Buckley • Rita Buress • Jacqueline Burgesser • Susan Burk • Donna Burkart • Karen Burns • Katharen Burns • Linda Burrow
Naomi Burrow • William Burruss • Angel Bustamante • Paul Button • Julio Cabrera • Debra Calhoun • Virginia Calhoun • Diane Cameron
Cade Campbell • Guadalupe Campos • Heather Cangemi • Bruce Carathers • Roel Cardona • William Carignan • Nicholas Carlson
Randall Carlson • Tara Carnell • David Carrillo • Bartow Carroll • William Carroll • Vicki Cartledge • Robert Caskey • Paul Causey
Janet Cavalier • Joanne Celentano • Melanie Chaffin • Jarrod Charlifue • Louis Chemin • Terri Chen • Andrew Childress • Karen Chism
Frank Chomout • Avis Clark • Donald Clark • Leonard Clark • Cody Clickner • Carole Clingman • Amy Close • Mark Cody • Brent Collins
Kelly Collins • Anthony Cook • David Copeland • William Cowart • Jeffrey Cragwick • James Craig • Bruce Crain • Scott Crain • Danielle Crane
Darcy Critchfield • Aaron Cross • Kerry Culbertson • Thomas Dahill • Lukas Dahmus • Jeffrey Damm • Benjamin Davis • Joseph Davis
Kelly Davis • Lonnie Davis • Ryan Davis • Aaron Day • Marilee Day • Carla Deangelis • Janice DeLuzio Michael Detrick • Marian Devasher
Jimmy Dew • Ryan Dial • Ricardo Diaz Jr • Jorge Diaz • Robin Diedrich • Debra Dinner • Clare Domingue • Jamie Donovan • Carolyn Doolittle
Cal Dowhaniuk • William Downs • Robert Drake • Karla Drange • Heather Druzhinin • Deanna Duell • Mark Dunham • William Dunn
Kristal Duval • Joyce Eckardt • James Edwards • Sarah Edwards • Tanner Egan • Kevin Eide • Matthew Ellard • Patricia Ellington • Dustin Ellis
Robert Elrod • Teri Elrod • Wayne Engberg • James Erlandson • Rodrigo Escamilla • Ryan Fairfield • Thomas Ferguson • Sandy Ferris
Olexandra Fields • Gary Fifer • Douglas Fiske • Margarito Flores Jr • Rosendo Flores • Blain Flowers • Roger Flowers • David Flurry
Tammy Fode • Dana Fox • Julie Fragnito • Christopher French • Cam Friede • George Friesen • Paula Frisbee • Richard Fritz • Samuel Frydenlund
Eric Fugate • Jenice Fugere • Jeffrey Fulco • Jared Fuser • Sandra Garbiso • Albert Garza Jr • Carlos Garza • Gayle Gaul • Katrina George
Bob Geries • Karun Ghimire • Kathryn Giansiracusa • Karen Gibbs • Amy Giles • Mac Gilger • Katie Gillmore • Jesse Gilman • Aric Glasser
Robert Gleeson • Vicky Gonzales • Gazaan Gonzalez • Jose Gonzalez • Dianne Goodrich • Jennifer Gordon • Preston Grambling • Donna Grant
Bryan Graves • Dan Gray • Julie Gray • Daniel Green • David Greene Jr • Connie Greenlee • Angela Gregerson • Delitha Gregory • Thomas Grier
Lorena Griggs • Jack Griswold • Gregory Gurley • Carol Hall • Christopher Hall • David Hall • Gloria Hall • Angela Hanson • Mary Harris
Vera Harris • Dannet Harvey • Thomas Haugeberg • Eric Hauwert • Amber Hawkins • Cheryl Head • William Hearne • Thomas Hedegaard
Daniel Heggem • Roxie Helstad • Meghan Hendershot • Andrew Hennes • Chris Henson • Shawn Heringer • Angel Hernandez • Randy Herr
Jerardo Herrera • Connie Heston • Donald Hill • Garth Hill • Kevin Hillyard • Greg Hilton • Ezequiel Hinojosa • Kevin Hinshaw • Mary Hirsch
Betty Hodge • Tina Hoefler • Cory Hoffman • Troy Hoffmann • Pamela Hornsby • Lorraine Huck • Donna Huddleston • Scott Huft
Gary Hughes • Carrie Hunter • Christopher Hunter • Abhijeet Inamdar • Kathryn Jackson • Robert Jackson • Joey Jafek • Jeffery Jankoski
Liliana Jasso • Shannon Jeffries • Bridgett Jenefor • Richard Jenkins Jette Jenks • Jenny Jensen • John Jensen • T Hutch Jobe • Deanna Johnson
Debra Johnson • Austin Johnsrud • Lisa Johnston • Joel Jones • Brecken Joos • Damon Jordan • Francis Jordan • Kyle Jordison • Alley Juma
Brandon Junker • Valeri Kaae • Patrick Kadel • Valerie Kanelopoulos • Rachel Kastelic • Aaron Kastner • Timothy Keating • Patrick Kelly
Benjamin Kennedy • Raymond Killpack • Kevin Kindrick • Johnathan King • Kent King • Malcolm Kintzing • Carolyn Kircher • Jill Klein
David Klenk • Kimberly Kleven • Jeremy Kline • Stephen Knapp • Kenneth Knott • Janice Knotts • Daniel Koehling • Brady Kolb
Eileen Kosakowski • Shellene Kraft • Alicia Kucharek • Renee Kucharek • Ingrid Kuesel • Sarah Lacey • Norma LaGuardia • Hung Lai
Twyla Lance • Mark Landry • Jason Lara • Patricia Larremore • Barbara Larson • Paul Larson • Monica Lazar • Kathryn Leathers • James Lebeck
Mildred Leblanc • James Legare • Myron Leintz • Kaci Lenz • Gregory Leyendecker • Gregory Little • Leonel Lopez • Ryan Lowden
Jeremy Loyd • Nathan Luoma • David Lustig • Dean Lutey • Mary Ellen Lutey • Robert Lynn • Candace Lyon • Patrick Lytle • Robyn Maez
Meghan Mahala • Jennifer Major • Luke Malsam • Sarah Mann • Nathan Markham • Deborah Markley • Jesse Martin • Joanna Martin
Victoria Martinez Danielle Maruna • Michael Mataalii • Thomas Mathis • Catherine Mayo • Donna McCann • Kem McCready
Stephanie McCutcheon • Monty McElveen • Derek McFarlane • Joseph McFerran • Michael McGoveran • LaKesha McGuire • John Mcleod
Kevin McMaster • Charles McNaney • Michael McNeely • John Mears • Darren Meeks • Robbin Mekelburg • Brandy Mendez • Charles Mercer
Mark Millard • Ashley Miller • Virginia Minturn • John Mitchell • Dee Mittler • Jamie Mitzo • Dustin Mobley • Matthew Modjeski
Shane Mogensen • John Monark • Steven Moore • Shane Moran • Joshua Morel • Ruben Morris • Paul Morrison • Thomas Morrow
Bruce Mortenson • Daniel Moss • Donald Mueller • Mark Mueller • Teresa Muhic • Chad Mulliniks • Pamela Murillo • Billy Neal • Janis Neel
Rodney Nelson • Newt Newton • Van-Tuyet Nguyen • Casey Nichols • Stephanie Nicolarsen • John Nightengale • Elmer Nordsven
Robert Norman • Breanne Oakley • Tolulope Ogundare • Ryan Okland • Dusty Orchard • Juan Orosco Jr • Samuel Osborne • Freddie Otis
Jay Ottoson • Billie Ann Pagliasotti • Guadalupe Parham • Donna Parker • Vernon Parks • Randall Parpart • Carlos Perez • Kelly Perrin
Robert Perry • Randy Pester • David Pharaoh • Susan Piehl • Julie Pike • Nancy Pochatko • Elizabeth Poirier • Clayton Pollard • Anita Pollock
Gary Pollock • David Ponto • Wanda Pontz • Donald Poole • Charles Porter • Wesley Portra • Susan Potts • Orval Powell • Robert Prescott
Kimberly Preston • Loren Prigan • Bonnie Pritchett • Sandra Puettman • David Purcell • Matthew Purchase • Wade Pursell • Lucas Radke
Raul Ramos Jr • John Ramsey • Lanette Rasmusson • Patricia Rau • Sarah Ray • Carolyn Reagin • Susan Reams • Jeff Reeves • Roger Rehbein
Daniel Rex • Gayle Richardson • Dean Richmond • Don Riggs • Rogelio Rincon • Michael Roach • Shawn Roach • Rebecca Roark • Ari Robert
James Robertson • Curt Rodriguez • James Rodriguez • Cristopher Rogers • Dawn Rohrs • David Romines • Floyd Roth • Jon Ruby • Robin Ryder
Ricardo Saldana • Pat Salwey • Ann Sandate • Rock Sanders • Jason Sands • John Sanford • Karin Sanford • Ronald Santi • Joseph Scarfarotti
Alan Schaeffer • Michael Schanck • Carol Schellhouse • Dinah Schlecht • Russell Schmidt • Gregory Schrab • Beverly Schreiner • Jeffrey Schurbon
Joshua Schwab • Tyson Schwartz • John Scott • Kelly Scott • Robert Seymour • Edward Shannon • Tiffany Sharp • Michael Shaw • Andrew Shea
Michelle Shiling • Deborah Siegmund • Eric Siegmund • Christopher Simon • Lilly Simpson • Eric Skaalure • Jared Slade • Michael Slay
Roger Slife • Alina Smalec • Benjamin Smith • James Smith • Sabrina Smith • Gillian Smith-Dennis • Karla Snedigar • Keith Soine • Mark Solomon
Jason Sorensen • Erika Soto • Diana Souders • Brian Southern • Roy Spann • Victoria Sparks • Zachary Spence • Robert Srader
Mary St. Germain • Andrea St. Peter • Charles Stanford • Robert Stillwell • Amber Stockdale • Diane Stokes • Karen Stroup • Luke Studer
Michael Sturdy • Tyler Sullins • Laura Sutfin • Bradford Sutton • Kelly Sutton • Pamela Sweet • Christopher Swoboda • Hans Swolfs
Elizabeth Sylvan • Janice Tabbert • George Tadla • John Takach • Elizabeth Taruscio • Sollie Thames • Sherri Thibodeaux • Benjamin Thogersen
Donna Thomas • Estelle Thomas • Nathan Thome • Dave Thompson • Linda Thompson • Connie Thunem • Jenna Tice • Scotty Tjepkes
Kerin Todaro • Meghan Tonello • Joy Torgerson • Aaren Torrence • Janet Tran • Peter Transtrom • Staci Tribelhorn • Kristin Turner
George Ulmo • Marin Untiedt • Andrew Urie • David Van Brunt • Joseph Van • Kirk Vanderbeek • Charlotte Vangsnes • Rhonda Vardeman
Paul Veatch • Juanita Vela • Shari Vitt • Margaret Vogl • Pamela Wadham • Kevin Wagoner • Kelli Wahrmund • Edwin Wakefield • Wilford Walker
Vicky Wallace • Buckley Walsh • Zachary Watson • Galen Watt • Robert Watt • Justin Watts • Lynette Watts • Cynthia Wedge • Randall Weeks
Jon Weible • Daniel Wells • Marlon Wells • Dianna West • Ryan West • Terry West • Michael Whillock • David Whitcomb • Sarah Whitehouse
William Whitmire • Lonnie Whitson • Shane Wiggins • Linda Wilkins • Kathy Willis • Ronald Willoughby • Jason Wilson • Kelsey Wilson
Kenneth Wilson • Matthew Wilson • Mat Wolf • Traci Woller • Celesta Worley • Roger Worrell • Jay Wright • Karin Writer • Brenda Young
William Zacek • Michael Zatkowsky • Jeffrey Zawila • Nathaniel Zeigler • Clayton Ziler • Dennis Zubieta • Frances Zwick
11
Information About Forward
Looking Statements
This annual report contains forward looking state-
ments within the meaning of securities laws, including
forecasts and projections. The words “will,” “believe,”
“budget,” “anticipate,” “plan,” “intend,” “estimate,”
“forecast,” and “expect” and similar expressions are
intended to identify forward looking statements.
These statements involve known and unknown risks,
which may cause SM Energy’s actual results to differ
materially from results expressed or implied by the
forward looking statements. These risks include
factors such as the uncertain nature of the expected
benefits from the actual or expected acquisition or
divestiture of oil and gas properties, the uncertain
nature of announced divestiture efforts and the
ability to complete such transactions, the volatility
and level of oil, natural gas, and natural gas liquids
prices, uncertainties inherent in projecting future
rates of production from drilling activities and
acquisitions, the imprecise nature of estimating oil
and gas reserves, the availability of additional eco-
nomically attractive exploration, development, and
property acquisition opportunities for future growth
and any necessary financings, unexpected drilling
conditions and results, unsuccessful exploration and
development drilling, the availability of drilling,
completion, and operating equipment and services,
the risks associated with the Company’s commodity
price risk management strategy, uncertainty regarding
the ultimate impact of potentially dilutive securities,
and other such matters discussed in the “Cautionary
Information about Forward-Looking Statements”
and “Risk Factors” sections of SM Energy’s 2011
Annual Report on Form 10-K filed with the Securities
and Exchange. The forward looking statements
contained here in speak as of February 23, 2012.
Although SM Energy may from time to time volun-
tarily update its prior forward looking statements,
it disclaims any commitment to do so except as
required by securities laws.
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Directors
Officers
William D. Sullivan(1)
The Woodlands, Texas
Chairman of the Board
SM Energy Company
Barbara M. Baumann(1)(4)
Denver, Colorado
President
Cross Creek Energy Corporation
Anthony J. Best(1)
Denver, Colorado
President and Chief Executive Officer
SM Energy Company
Larry W. Bickle(2)(3)
Houston, Texas
Private Investor
Stephen R. Brand(2)(4)
Houston, Texas
Senior Executive Advisor
Welltec, Inc.
William J. Gardiner(1)(3)
Houston, Texas
Vice President and Chief Financial Officer
King Ranch, Inc.
Julio M. Quintana(2)(3)
Houston, Texas
President and Chief Executive Officer
TESCO Corporation
John M. Seidl(4)
Houston, Texas
Chairman of the Board
EnviroFuels, LLC
(1) Executive Committee
(2) Nominating and Corporate
Governance Committee
(3) Audit Committee
(4) Compensation Committee
12
Anthony J. Best
President and Chief Executive Officer
Javan D. Ottoson
Executive Vice President and
Chief Operating Officer
A. Wade Pursell
Executive Vice President and
Chief Financial Officer
David W. Copeland
Senior Vice President,
General Counsel and Corporate Secretary
Gregory T. Leyendecker
Senior Vice President and
Regional Manager — South Texas
& Gulf Coast
Mark D. Mueller
Senior Vice President and
Regional Manager — Rockies
Lehman E. Newton, III
Senior Vice President and
Regional Manager — Permian
Paul M. Veatch
Senior Vice President and
Regional Manager — Mid-Continent
Herbert S. Vogel
Senior Vice President —
Portfolio Development and
Technical Services
T. Hutch Jobe
Vice President —
Geoscience and Exploration
Kenneth J. Knott
Vice President —
Business Development & Land
John R. Monark
Vice President —
Human Resources
Mark T. Solomon
Vice President —
Controller
David J. Whitcomb
Vice President —
Marketing
Dennis A. Zubieta
Vice President —
Engineering & Evaluations
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
or
Commission file number 001-31539
SM ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
41-0518430
(I.R.S. Employer Identification No.)
1775 Sherman Street, Suite 1200, Denver, Colorado
(Address of principal executive offices)
80203
(Zip Code)
(303) 861-8140
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common stock, $.01 par value
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Non-accelerated filer
Large accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the 63,229,780 shares of voting stock held by non-affiliates of the registrant, based upon the closing sale price
of the Company’s common stock on June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, of
$73.48 per share, as reported on the New York Stock Exchange; was $4,646,124,234. Shares of common stock held by each director and
executive officer and by each person who owns 10 percent or more of the outstanding common stock or who is otherwise believed by the
Company to be in a control position have been excluded. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of February 16, 2012, the registrant had 64,114,366 shares of common stock outstanding, which is net of 81,067 treasury shares held by
the registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Items 10, 11, 12, 13, and 14 of Part III is incorporated by reference from portions of the registrant’s definitive
proxy statement relating to its 2012 annual meeting of stockholders to be filed within 120 days after December 31, 2011.
ITEM
TABLE OF CONTENTS
PART I
PAGE
ITEMS 1. and 2.
BUSINESS and PROPERTIES
General
Strategy
Significant Developments in 2011
Outlook for 2012
Core Operational Areas
Reserves
Production
Productive Wells
Drilling Activity
Acreage
Delivery Commitments
Major Customers
Employees and Office Space
Title to Properties
Seasonality
Competition
Government Regulations
Cautionary Information about Forward-Looking Statements
Available Information
Glossary of Oil and Gas Terms
ITEM 1A.
ITEM 1B.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
RISK FACTORS
UNRESOLVED STAFF COMMENTS
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART II
MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview of the Company
Financial Results of Operations and Additional Comparative Data
Comparison of Financial Results and Trends between 2011 and 2010
Comparison of Financial Results and Trends between 2010 and 2009
Overview of Liquidity and Capital Resources
Critical Accounting Policies and Estimates
Accounting Matters
Environmental
2
4
4
4
4
5
6
9
12
13
13
14
15
15
15
16
16
16
17
20
23
23
28
48
48
48
49
49
51
53
53
61
65
69
73
82
85
85
ITEM
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
TABLE OF CONTENTS
(Continued)
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK (included with the content of ITEM 7)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PAGE
86
86
134
134
137
137
137
139
139
140
141
142
142
3
PART I
When we use the terms “SM Energy,” “the Company,” “we,” “us,” or “our,” we are referring to SM Energy
Company and its subsidiaries unless the context otherwise requires. We have included certain technical terms
important to an understanding of our business under Glossary of Oil and Gas Terms. Throughout this document we
make statements that may be classified as “forward-looking.” Please refer to the Cautionary Information about
Forward-Looking Statements section of this document for an explanation of these types of statements.
ITEMS 1. and 2. BUSINESS and PROPERTIES
General
We are an independent energy company engaged in the acquisition, exploration, development, and
production of crude oil, natural gas, and natural gas liquids (also referred to as "oil", "gas", and "NGLs" throughout
the document) in onshore North America, with a current focus on oil and liquids-rich resource plays. We were
founded in 1908 and incorporated in Delaware in 1915. Our initial public offering of common stock was in
December 1992. Our common stock trades on the New York Stock Exchange under the ticker symbol “SM.”
Our principal offices are located at 1775 Sherman Street, Suite 1200, Denver, Colorado 80203, and our
telephone number is (303) 861-8140.
Strategy
Our business strategy is focused on the early capture of resource plays in order to create and then enhance
value for our shareholders, while maintaining a strong balance sheet. We strive to leverage industry leading
exploration and leasehold acquisition teams to quickly acquire and test new resource play concepts at a reasonable
cost. Once we have captured potential value through these efforts, our goal is to develop such potential through top
tier operational and project execution. We continually examine our portfolio for opportunities to improve the
quality of our asset base in order to improve our returns and preserve our financial strength.
Significant Developments in 2011
• Resource Play Delineation and Development Results in Record Production and Increase in Year-End
Proved Reserve Estimates. Our estimated proved reserves increased 28 percent to 1,259.2 BCFE at
December 31, 2011, from 984.5 BCFE at December 31, 2010. We added 526.1 BCFE through drilling
activity during the year, which was primarily led by our efforts in the Eagle Ford shale in South Texas,
the Bakken/Three Forks plays in North Dakota, and the Haynesville shale in East Texas. We achieved
record levels of production in 2011. Our average daily production was composed of 274.8 MMcf of
gas, 22.1 MBbl of oil, and 9.6 MBbl of NGLs for an average equivalent production rate of
465.0 MMCFE per day, which was an increase of 54 percent from 301.4 MMCFE per day in 2010.
Costs incurred in 2011 for drilling and exploration activities and acquisitions increased 77 percent, to
$1.6 billion, compared with $877.4 million in 2010. The increase in capital investment reflects
increased confidence in our drilling inventory, particularly in plays with significant oil and NGL-rich
gas components, such as our Eagle Ford shale and Bakken/Three Forks plays. Please refer to Core
Operational Areas below for additional discussion concerning our 2011 estimated proved reserves,
production, and capital investment.
• Acquisition and Development Agreement. In December 2011, we closed on our Acquisition and
Development Agreement with Mitsui E&P Texas LP ("Mitsui"), an indirect subsidiary of Mitsui & Co.
Ltd., which transferred 12.5 percent of our working interest in certain non-operated oil and gas assets in
South Texas. Under the agreement, Mitsui agreed to pay, or carry, 90 percent of certain drilling and
completion costs for wells targeting the Eagle Ford shale attributable to our remaining interests in these
assets, until Mitsui has expended an aggregate of $680.0 million on our behalf. Please refer to Note 12
4
- Acquisition and Development Agreement and Carry and Earning Agreement in Part II, Item 8 of this
report for additional discussion concerning this transaction.
• Financing Activities. During 2011, our financing activities consisted of the following transactions:
•
•
•
issuance of $350.0 million in aggregate principal amount of 6.625% Senior Notes due 2019
("6.625% Senior Notes");
issuance of $350.0 million in aggregate principal amount of 6.50% Senior Notes due 2021
("6.50% Senior Notes"); and
execution of a $2.5 billion Fourth Amended and Restated Credit Agreement with a borrowing
base of $1.3 billion and lender commitments of $1.0 billion, as of December 31, 2011.
Please refer to Note 5 - Long-term Debt in Part II, Item 8 of this report for additional discussion
regarding our financing arrangements.
•
Impairments. We recognized $219.0 million of proved property impairments for the year ended
December 31, 2011. A significant decrease in natural gas prices during the second half of 2011 led to
the impairment of certain dry gas assets in our ArkLaTex region.
• Divestiture Activity. We continuously look to improve the quality of our asset portfolio through the
divestiture of non-strategic properties. Our divestiture activity helps to generate cash that can be used
to fund the development of assets with higher potential value and for other general corporate purposes.
Often, but not always, we divest of properties with higher operating costs and/or limited future drilling
or development potential. During 2011, we sold 93.1 BCFE of reserves, the majority of which related
to assets located in our South Texas & Gulf Coast region. The following transactions represent our
most significant divestitures during 2011:
• Eagle Ford Shale Divestiture. In August 2011, we completed the divestiture of certain operated
Eagle Ford shale assets located in our South Texas & Gulf Coast region. This position
comprised our entire operated acreage in LaSalle County, Texas, as well as an immaterial
adjacent block of our operated acreage in Dimmit County, Texas. Total divestiture proceeds,
before marketing costs, Net Profits Interest Bonus Plan ("Net Profits Plan") payments, and legal
fees (referred to subsequently as "divestiture proceeds"), were $230.8 million. The estimated
gain on this divestiture was $194.6 million and post-closing adjustments, if any, are expected to
be finalized in the first quarter of 2012.
• Mid-Continent Divestiture. In June 2011, we completed the divestiture of certain non-strategic
assets located in our Mid-Continent region. Total divestiture proceeds were $35.8 million. The
estimated gain on this divestiture was $28.5 million and post-closing adjustments, if any, are
expected to be finalized in the first quarter of 2012.
• Rocky Mountain Divestiture. In January 2011, we completed the divestiture of certain non-
strategic assets located in our Rocky Mountain region. Total divestiture proceeds were $45.5
million. The final gain on this divestiture was $27.2 million.
Outlook for 2012
We enter 2012 with a capital program expected to be in the range of approximately $1.4 billion to $1.5
billion, of which approximately $1.2 billion to $1.3 billion will be allocated to drilling and completion activities
focused primarily on the development of our inventory of resource play opportunities. Please refer to Core
Operational Areas below for detailed discussion of our 2012 capital budget by region and Outlook for 2012 under
Part II, Item 7 of this report for additional discussion surrounding our capital plans for 2012.
5
As we enter 2012, we are well positioned both financially and operationally. From a financial perspective,
we believe that we are adequately capitalized and have sufficient liquidity to fund our planned capital expenditures
for this year. Operationally, we have secured the majority of the drilling rigs and services required to execute our
2012 business plan.
Core Operational Areas
Our operations are concentrated in five core operating areas in the onshore United States. The following
table summarizes estimated proved reserves, PV-10 reserve value, and production for the year ended December 31,
2011, for our core operating areas:
Proved Reserves
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
Equivalents (BCFE)
Relative percentage
Proved Developed %
PV-10 Values (in
millions) (2)
Proved Developed
Proved Undeveloped (3)
Total Proved
ArkLaTex
Mid-
Continent
South
Texas &
Gulf Coast
Permian
Rocky
Mountain
Total(1)
0.3
124.0
0.9
130.6
10%
76%
0.8
223.9
1.0
234.6
19%
75%
14.6
243.0
25.5
483.6
38%
54%
12.4
31.7
0.2
107.0
9%
86%
43.7
41.5
—
303.4
24%
71%
71.7
664.0
27.5
1,259.2
100%
67%
$
$
173.7
16.9
190.6
$
$
353.9
42.3
396.2
$
857.7
294.5
$ 1,152.2
$
$
459.8
51.4
511.2
$
$
991.2
219.8
1,211
$ 2,836.3
624.9
$ 3,461.2
Relative percentage
6%
11%
33%
15%
35%
100%
0.1
29.3
0.1
30.1
0.4
28.6
0.1
31.6
Production
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
Equivalent (BCFE)
Avg. Daily Equivalents
(MMCFE/d)
Relative percentage
(1) Totals may not sum due to rounding.
(2) The standardized measure PV-10 calculation is presented in the Supplemental Oil and Gas Information section located in
Part II, Item 8 of this report. A reconciliation between the PV-10 reserve value and the after tax value is shown in the
Reserves section below.
2.6
34.7
3.2
69.7
1.3
3.5
—
11.5
3.7
4.2
—
26.7
191.1
41%
8.1
100.3
3.5
169.7
82.5
18%
31.5
6%
86.7
19%
73.3
16%
465.0
100%
(3) We record estimates of proved undeveloped reserves for locations with a positive PV-0 value when we have the intent to
drill the location and it meets our economic criteria.
South Texas & Gulf Coast Region. Operations for the South Texas & Gulf Coast region are managed
from our office in Houston, Texas. Our current operations in this region focus primarily on our Eagle Ford shale
program. Our acreage position covers a significant portion of the western Eagle Ford shale play, including acreage
in the oil, the NGL-rich gas, and the dry gas windows of the play. We entered 2011 with approximately 250,000 net
acres in the play, which was comprised of an approximate 165,000 net acre operated position in Webb, Dimmit, and
LaSalle Counties, Texas and an approximate 85,000 net acre non-operated position in Maverick, Dimmit, LaSalle,
and Webb Counties, Texas. During the year we reduced our acreage in two separate transactions. The first
transaction was a sale of approximately 15,400 net operated acres in LaSalle and Dimmit Counties, Texas to
Talisman Energy USA Inc. and Statoil Texas Onshore Properties LLC (collectively, "Talisman/Statoil") for $225.0
million, which closed in August 2011. The second transaction, which reduced our working interest from
6
approximately 27.0 percent to approximately 14.5 percent, was our assignment of approximately 39,000 net acres in
our non-operated program to Mitsui in exchange for Mitsui's agreement to carry 90 percent of our drilling and
completion costs until Mitsui has expended $680.0 million for our benefit. This transaction closed in December
2011. These two transactions allowed us to consolidate our operating foot print in the play and, by divesting of a
significant piece of our non-operated program, put a greater percentage of our capital expenditures in this play
under our operational control. As of December 31, 2011, we have roughly 196,000 net acres in the play.
Approximately 75 percent of this acreage is operated by us with an average working interest of nearly 100 percent.
On our operated acreage position, we increased our rig count over the course of the year from two rigs at the
beginning of the year to five drilling rigs by year end. During the year, we also increased our contracted firm
transportation capacity for our operated wet gas volumes to approximately 225 MMcf from approximately 100
MMcf. In 2012, our firm transportation capacity will continue to increase, which we expect will allow us to exit the
year with approximately 270 MMcf of gross wet gas firm transportation capacity. In our non-operated Eagle Ford
shale program, the operator of the program increased its rig count from seven at the beginning of 2011 to ten by
year-end. We participated in substantially all of the drilling activity in the non-operated Eagle Ford shale program
during the year. Additionally, we participated as a co-owner in the construction of midstream assets that service our
non-operated acreage in the play.
Nearly all of our capital deployed in the South Texas & Gulf Coast region in 2011 targeted our Eagle Ford
shale program. Our capital investment, production, and reserves all increased significantly in 2011 as a result of our
focused efforts in our Eagle Ford shale program, which has become a critical growth driver of production and
reserve growth for the Company. Our capital expenditures for exploration, development, and acquisition activities
in our South Texas & Gulf Coast region increased significantly from $456.2 million in 2010 to $932.3 million in
2011. Production in 2011 was 69.7 BCFE, an increase of 207 percent over the 22.7 BCFE produced in 2010.
Estimated proved reserves at the end of 2011 increased 133 percent to 483.6 BCFE from 207.3 BCFE in the prior
year, while reflecting the reduction of 70.2 BCFE of proved reserves as a result of our transactions with Mitsui and
Talisman/Statoil. Of the reserve additions in the region, approximately 353.3 BCFE of proved reserves were added
through drilling activities. The increase in production and proved reserves reflects the significant increase in
activity in our Eagle Ford shale program throughout the year.
Our plan for 2012 in the South Texas & Gulf Coast region is to continue focusing primarily on the Eagle
Ford shale. At the beginning of 2012, we had five operated rigs, two of which are designed for pad drilling. We
expect to operate five to six drilling rigs throughout 2012, with an increasing number of those rigs being capable of
pad drilling. We believe that we have sufficient access to drilling rigs and completion services to execute our plan
for the year. A significant portion of the gas takeaway capacity we will need for 2012 has been secured under firm
transportation contracts. In the non-operated portion of our Eagle Ford shale position, the operator has indicated
that it plans to operate approximately ten drilling rigs throughout 2012.
We have allocated a range of $650 million to $700 million of our 2012 capital budget to our operated Eagle
Ford shale drilling program. Most of our drilling and completion costs in the non-operated portion of our Eagle
Ford shale program will be carried by Mitsui during 2012 under the terms of our Acquisition and Development
Agreement with Mitsui, although we will be responsible for our proportionate share of any infrastructure
investments made in this program.
Rocky Mountain Region. Operations for our Rocky Mountain region are managed from our office in
Billings, Montana. Our capital expenditures in 2011 primarily targeted the Bakken/Three Forks formations in the
North Dakota portion of the Williston Basin, where we have approximately 87,000 net acres. In 2011, we were
successful in testing prospects farther west and north of our prior development activity in North Dakota. In our
Raven and Bear Den prospects, our efforts have largely centered on optimizing our completions and spacing for
development of the Bakken formation. In our Gooseneck prospect in Divide County, North Dakota, our efforts
have been focused on the Three Forks formation. Elsewhere in the Rocky Mountain region, we drilled several test
wells in the Niobrara formation in Wyoming during the year. At year-end 2011, we had 91,000 net acres with
potential for the Niobrara and other formations in the northern DJ and Powder River Basins.
7
Our capital expenditures for exploration, development, and acquisition activity in our Rocky Mountain
region increased from $158.5 million in 2010 to $288.0 million in 2011, as we accelerated our activity in the
Bakken/Three Forks formations and commenced testing of our Niobrara acreage. Estimated proved reserves for our
Rocky Mountain region were 303.4 BCFE at year-end 2011, compared with 231.8 BCFE as of the end of 2010, a 31
percent increase over 2010. During the year, we added approximately 105.3 BCFE of proved reserves through
drilling activities. Our program targeting the Bakken/Three Forks formations contributed the majority of our
proved reserve additions in this region. Total regional production for 2011 was up seven percent to 26.7 BCFE,
despite weather related delays throughout the region, including unusually severe spring flooding and wet weather
which hindered production and drilling activity through the summer. As these issues subsided, we were able to
increase activity and complete most of our planned activity for the year.
Our capital budget for operated Bakken/Three Forks activity in 2012 is a range of $160 million and $185
million. We expect to operate four rigs in the play, up from three rigs at the end of 2011. Our drilling activity will
be focused on holding our acreage in the Raven and Gooseneck prospects and will also include infill wells in our
Bear Den prospect along the Nesson Anticline. We also expect to participate in a number of Bakken/Three Forks
projects with other operators. In addition to Bakken/Three Forks drilling, we plan to split one operated rig between
our two prospect areas located in the northern DJ Basin and the Powder River Basin in Wyoming.
Mid-Continent Region. Operations for our Mid-Continent region are managed from our office in Tulsa,
Oklahoma. Our current operations in the Mid-Continent region are primarily focused on the horizontal
development of the Granite Wash formation in western Oklahoma. Our Mid-Continent region also manages our
Woodford shale assets, on which we have minimized activity due to the low natural gas price environment. Our
2011 Granite Wash program targeted the shallower, more NGL-rich washes of our approximate 29,000 net acres in
the play, the majority of which is held by production. In 2011, we incurred costs of $87.8 million in the Mid-
Continent region for exploration, development, and acquisition activity, which is a 30 percent decrease from the
$124.5 million incurred in 2010 for the region. In 2011, our Mid-Continent region's production was 31.6 BCFE, a
decrease from the 33.4 BCFE produced in 2010. Proved reserves at the end of 2011 were 234.6 BCFE, a decrease
of 20 percent from the 293.7 BCFE reported for 2010.
We plan to invest between $60 million and $70 million in 2012 in our operated horizontal Granite Wash
program, with three operated drilling rigs planned to execute our drilling program for the year. No meaningful
activity is required or expected in our Woodford shale program in 2012 due to our current outlook for natural gas
prices. However, an increase in natural gas prices or a decrease in the costs of drilling and completing these wells
could result in increased activity in the Woodford shale program.
ArkLaTex Region. Operations for our ArkLaTex region have historically been managed from our office in
Shreveport, Louisiana. In the second half of 2011, we began consolidating our ArkLaTex and Mid-Continent
regional offices into our office in Tulsa, Oklahoma. Our recent focus of the ArkLaTex region has been the
horizontal development of our Haynesville shale acreage and achieving held by production status on our operated
acreage position in East Texas. From a strategic standpoint, we believe holding this acreage, which is prospective
for the Haynesville and Bossier shales, will provide value for us in the future if the economics for natural gas
improve.
In 2011, we incurred costs of $159.2 million in the ArkLaTex region for exploration, development, and
acquisition activity, which is a 234 percent increase from the $47.6 million incurred in 2010 for the region and is a
result of our significant increase in capital expenditures in our operated Haynesville shale program to achieve held
by production status. In 2011, production in our ArkLaTex region was 30.1 BCFE, a 109 percent increase from the
14.4 BCFE produced in 2010. Proved reserves at the end of 2011 were 130.6 BCFE, a decrease from the 137.9
BCFE reported for the prior year.
8
With the recent decline in natural gas prices, we have reduced our planned level of operated drilling activity
in the Haynesville shale. Several operated wells that were previously planned for have been cut from the drilling
schedule and we now expect to only invest between $35 million and $40 million on operated Haynesville shale
drilling in 2012. This will result in the forfeiture of a small amount of operated acreage. After completing currently
planned activity, we think that nearly 80 percent of our Haynesville acreage will be held by production, and we then
plan to limit activity until gas prices recover or drilling costs lessen to a point that drilling projects meet our internal
economic hurdles.
Permian Region. Operations for our Permian region are managed from our office in Midland, Texas. Our
Permian region covers western Texas and eastern New Mexico. Our primary area of development focus in this
region is the Wolfberry tight oil play, and we are actively working to delineate a newer exploratory play targeting
the Mississippian limestone play.
We incurred costs of $80.7 million in the region for exploration, development, and acquisition activity in
2011 compared to $85.4 million in 2010. During the year, downspacing activity continued across our Wolfberry
acreage. In addition, during 2011 we began testing acreage in Lynn, Borden, and Garza Counties, Texas targeting
the vertical and horizontal development of the Mississippian limestone play. The region’s 2011 production was
11.5 BCFE, a decrease from 2010 production of 14.7 BCFE. The decrease in production was due to natural decline
in the Wolfberry play as the field development matured and the number of remaining drilling locations on our
acreage decreased. Proved reserves in this region as of the end of 2011 were 107.0 BCFE, which was a slight
decline from 2010 year-end reserves of 113.9 BCFE.
During 2012, we plan to focus our Permian investment on further delineation of the Mississippian
limestone play. A portion of our remaining capital allocated to this region will be spent on the development of our
Wolfberry acreage.
Reserves
The table below presents summary information with respect to the estimates of our proved reserves for each
of the years in the three-year period ended December 31, 2011. We engaged Ryder Scott Company, L.P. (“Ryder
Scott”) to audit internal engineering estimates for at least 80 percent of the PV-10 value of our estimated proved
reserves in each year presented. The prices used in the calculation of proved reserve estimates as of
December 31, 2011, were $96.19 per Bbl for oil, $4.12 per MMBtu for natural gas, and $59.37 per Bbl for NGLs.
We emphasize that reserve estimates are inherently imprecise and that reserve estimates for new discoveries
and undeveloped locations are more imprecise than reserve estimates for producing oil and gas properties.
Accordingly, these estimates are expected to change as new information becomes available. The PV-10 values
shown in the following table are not intended to represent the current market value of the estimated proved reserves
owned by us. Neither prices nor costs have been escalated. The following table should be read along with the
section entitled Risk Factors – Risks Related to Our Business contained herein. The actual quantities and present
values of our estimated proved reserves may be less than we have estimated. No estimates of our proved reserves
have been filed with or included in reports to any federal authority or agency, other than the SEC, since the
beginning of the last fiscal year.
Our ability to replace our production is important to our sustainability. Please refer to the reserve
replacement terms in the Glossary of Oil and Gas Terms section of this report for information describing how our
reserve replacement metrics are calculated. Our reserve replacement percentages are calculated using information
from the Oil and Gas Reserve Quantities section of Supplemental Oil and Gas Information located in Part II, Item 8
of this report.
9
We believe the concept of reserve replacement as described in the Glossary of Oil and Gas Terms section of
this report, as well as permutations which may include other captions of the Oil and Gas Reserve Quantities section
of Supplemental Oil and Gas Information located in Part II, Item 8 of this report, are widely understood by those
who make investment decisions related to the oil and gas exploration business.
Reserve data:
Proved developed
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
BCFE
Proved undeveloped
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
BCFE
Total Proved
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
BCFE
Proved developed reserves %
Proved undeveloped reserves %
2011
As of December 31,
2010
2009
50.3
451.2
15.2
844.0
21.4
212.8
12.3
415.2
71.7
664.0
27.5
1,259.2
67%
33%
46.0
411.0
-
687.3
11.4
229.0
-
297.2
57.4
640.0
-
984.5
70%
30%
48.1
342.0
-
630.3
5.7
107.5
-
141.9
53.8
449.5
-
772.2
82%
18%
Reserve value data (in millions):
Proved developed PV-10
Proved undeveloped PV-10
Total proved PV-10
Standardized measure of discounted future cash flows
$
$
$
2,836.3
624.9
3,461.2
2,580.0
$
$
$
2,053.5
290.8
2,344.3
1,666.4
$
$
$
1,253.1
31.0
1,284.1
1,016.0
Reserve replacement – drilling , excluding revisions
All in – including sales of reserves
All in – excluding sales of reserves
Reserve life (years) (1)
(1) Reserve life represents the estimated proved reserves at the dates indicated divided by actual production for the preceding
12-month period.
349%
293%
372%
8.9
310%
262%
317%
7.4
100%
14%
55%
7.1
Note: NGL reserve data, production volumes, revenues, and prices for prior periods have not been reclassified to conform to
the current presentation given the immateriality of the volumes in prior periods. Please refer to additional discussion under the
caption Oil, Gas, and NGL Prices under Part II, Item 7 of this report.
10
The following table reconciles the standardized measure of discounted future net cash flows (GAAP) to the
PV-10 value (Non-GAAP). The difference is a result of the PV-10 value measure excluding the impact of income
taxes. Please see the definitions of standardized measure of discounted future net cash flows and PV-10 value in the
Glossary of Oil and Gas Terms.
Standardized measure of discounted future net
cash flows
Add: 10 percent annual discount, net of income
taxes
Add: future undiscounted income taxes
Undiscounted future net cash flows
Less: 10 percent annual discount without tax
effect
PV-10 value
Proved Undeveloped Reserves
2011
As of December 31,
2010
(in millions)
2009
$
$
$
2,580.0
$
1,666.4
$
1,016.0
1,727.6
1,740.4
6,048.0
(2,586.8)
3,461.2
$
$
1,294.6
1,335.5
4,296.5
(1,952.2)
2,344.3
$
$
733.0
515.9
2,264.9
(980.8)
1,284.1
As of December 31, 2011, we had 415.2 BCFE of proved undeveloped reserves, which is an increase of
118.0 BCFE, or 40 percent, over proved undeveloped reserves of 297.2 BCFE at December 31, 2010. We added
202.2 BCFE of proved undeveloped reserves through our drilling program, 187.5 BCFE of which were extensions
and discoveries, primarily in the Eagle Ford shale and the Bakken/Three Forks plays, as well as an additional 14.7
BCFE of infill proved undeveloped reserves that were mostly concentrated in our assets in the Bakken/Three Forks
formations, the Eagle Ford shale, and in our Wolfberry properties in our Permian region. A negative price revision
of 33.4 BCFE was primarily due to gas weighted projects in our ArkLaTex and Mid-continent regions that no
longer met internal economic investment hurdles for projects in which we would invest due to lower natural gas
prices or that no longer generate positive cash flow utilizing 12-month average benchmark pricing required by the
SEC. We had a net positive performance revision of 8.5 BCFE, which includes the impact of our conversion to
three stream production reporting, as well as negative engineering revisions due primarily to higher than expected
well costs in the Woodford shale in our Mid-Continent region, causing those projects to no longer meet our internal
investment hurdles. During the year, we sold assets comprising 24.5 BCFE from our South Texas & Gulf Coast
region. We invested $86.2 million to convert 34.6 BCFE of proved undeveloped reserves to proved reserves in
2011, mainly in the Eagle Ford and Haynesville shales and the Bakken/Three Forks formations.
As of December 31, 2011, we had no material proved undeveloped reserves that have been on our books in
excess of five years, and we had recorded no material proved undeveloped locations that were more than one direct
offset from an existing producing well. As of December 31, 2011, estimated future development costs relating to
our proved undeveloped reserves are approximately $285 million, $289 million, and $266 million in 2012, 2013,
and 2014, respectively.
Internal Controls Over Reserves Estimate
Our internal controls over the recording of proved reserves are structured to objectively and accurately
estimate our reserve quantities and values in compliance with the SEC’s regulations. Our process for managing and
monitoring the Company's proved reserves is delegated to our reservoir engineering group, which is managed by
Dennis A. Zubieta, our Vice President - Engineering and Evaluation, subject to the oversight of our management
and the Audit Committee of our Board of Directors, as discussed below.
11
Mr. Zubieta joined us in June 2000 as a Corporate Acquisition & Divestiture Engineer, assumed the role of
Reservoir Engineer in February 2003, was appointed Reservoir Engineering Manager in August 2005, and was
appointed Vice President - Engineering and Evaluation in August 2008. Mr. Zubieta was employed by Burlington
Resources Oil and Gas Company from June 1988 to May 2000 in various operations and reservoir engineering
capacities. Mr. Zubieta received a Bachelor of Science degree in Petroleum Engineering from Montana Tech in
May 1988. Technical reviews are performed throughout the year by regional staff who evaluate geological and
engineering data. This data, in conjunction with economic data and our ownership information, is used in making a
determination of estimated proved reserve quantities. The regional technical staff does not report directly to Mr.
Zubieta; they report to either regional technical managers or directly to the regional manager in their respective
regions. This is intended to promote objective and independent analysis, within our regions as part of the reserves
estimation process.
Third-party Reserves Audit
An independent audit is performed by Ryder Scott using their own engineering assumptions and economic
and ownership data provided by us. A minimum of 80 percent of our total calculated proved reserve PV-10 value is
audited by Ryder Scott. In the aggregate, the proved reserve values of our audited properties are required to be
within ten percent of our valuations for the total company as well as for each respective region. Ryder Scott is an
independent petroleum engineering consulting firm that has been providing petroleum engineering consulting
services throughout the world for over seventy years. The technical person at Ryder Scott primarily responsible for
overseeing our reserve audit is a Senior Vice President, who received a Bachelor of Science degree in Petroleum
Engineering from the University of Missouri at Rolla in 1970 and who is a registered Professional Engineer in
Colorado and Utah. He is also a member of the Society of Petroleum Engineers. The Ryder Scott 2011 report
concerning our reserves is included as Exhibit 99.1.
In addition to a third party audit, our reserves are reviewed by management and the Audit Committee of our
Board of Directors. Management, which includes the President and Chief Executive Officer, the Executive Vice
President and Chief Operating Officer, and the Executive Vice President and Chief Financial Officer, is responsible
for reviewing and verifying that the estimate of proved reserves is reasonable, complete, and accurate. The Audit
Committee reviews the final reserves estimate in conjunction with Ryder Scott’s audit report. They may also meet
with Ryder Scott representatives to discuss its processes and findings.
Production
The following table summarizes the volumes and realized prices of oil, gas, and NGLs produced from
properties in which we held an interest during the periods indicated. Realized prices presented below exclude the
effects of hedges and derivative contracts. Also presented is a summary of production costs per MCFE:
12
Net production(1)
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
BCFE
Average net daily production(1)
Oil (MBbl per day)
Gas (MMcf per day)
NGLs (MBbl per day)
MMCFE per day
Realized price
Oil (per Bbl)
Gas (per Mcf)
NGLs (per Bbl)
Per MCFE
Production costs per MCFE
Lease operating expense
Transportation costs
Production taxes
Years Ended December 31,
2010
2009
2011
8.1
100.3
3.5
169.7
22.1
274.8
9.6
465.0
88.23
4.32
53.32
7.85
0.88
0.51
0.32
$
$
$
$
$
$
$
6.4
71.9
—
110.0
17.4
196.9
—
301.4
72.65
5.21
—
7.60
1.10
0.19
0.48
$
$
$
$
$
$
$
6.3
71.1
—
109.1
17.3
194.8
—
298.8
54.40
3.82
—
5.65
1.33
0.19
0.37
$
$
$
$
$
$
$
(1) In 2011 and 2010, total estimated proved reserves for our Eagle Ford shale properties equated to greater than 15 percent of
our total proved reserves expressed on an equivalent basis. During 2011, our net production from the Eagle Ford shale was
32.9 Bcf of gas, 2.5 MMBbl of oil, and 3.1 MMBbl of NGLs or 66.6 BCFE. Our average daily production from the Eagle
Ford shale was 90.1 MMcf of gas, 6.8 MBbl of oil, and 8.6 MBbl of NGLs, for an average production rate of
182.5 MMCFE per day. During 2010, our net production from the Eagle Ford shale was 13.0 Bcf of gas and 0.8 MMBbl
of oil, or 17.6 BCFE. Our average daily production from the Eagle Ford shale was 35.6 MMcf of gas and 2.1 MBbl of oil,
for an average production rate of 48.3 MMCFE per day. No fields contained 15 percent or greater of our total proved
reserves expressed on an equivalent basis in 2009.
Note: NGL reserve data, production volumes, revenues, and prices for prior periods have not been reclassified to conform to
the current presentation given the immateriality of the volumes in prior periods. Please refer to additional discussion under the
caption Oil, Gas, and NGL Prices under Part II, Item 7 of this report.
Productive Wells
As of December 31, 2011, we had working interests in 1,353 gross (741 net) productive oil wells and 2,928
gross (1,060 net) productive gas wells. Productive wells are either wells producing in commercial quantities or
wells mechanically capable of commercial production, but are currently shut-in. Multiple completions in the same
wellbore are counted as one well. A well is categorized under state reporting regulations as an oil well or a gas well
based on the ratio of gas to oil produced when it first commenced production, and such designation may not be
indicative of current production.
Drilling Activity
All of our drilling activities are conducted using independent drilling contractors. We do not own any
drilling equipment. The following table summarizes the number of operated and non-operated wells drilled and
recompleted on our properties in 2011, 2010, and 2009, excluding any wells in which we own only a royalty
interest:
13
2011
Years Ended December 31,
2010
2009
Gross
Net
Gross
Net
Gross
Net
Development wells:
Oil
Gas
Non-productive
Exploratory wells:
Oil
Gas
Non-productive
125
273
11
409
16
48
3
67
32.1
81.0
4.0
117.1
6.3
8.6
1.0
15.9
Total
476
133.0
191
72
4
267
36
83
1
120
387
36.5
17.0
1.1
54.6
11.5
37.9
0.8
50.2
103
74
3
180
2
18
5
25
104.8
205
29.6
18.2
1.3
49.1
0.4
9.1
2.9
12.4
61.5
A productive well is an exploratory, development, or extension well that is producing oil, gas, and/or NGLs
or that is capable of commercial production of those products. A dry well (hole) is an exploratory, development, or
extension well that proves to be incapable of producing either oil, gas, and/or NGLs in commercial quantities.
As defined by the SEC, an exploratory well is a well drilled to find a new field or to find a new reservoir in
a field previously found to be productive of oil or gas in another reservoir. A development well is a well drilled
within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be
productive and is part of a development project, which is defined as the means by which petroleum resources are
brought to economically producible status. The number of wells drilled refers to the number of wells completed at
any time during the respective year, regardless of when drilling was initiated. Completion refers to the installation
of permanent equipment for production of oil, gas, and/or NGLs, or in the case of a dry well, the reporting to the
appropriate authority that the well has been abandoned.
In addition to the wells drilled and completed in 2011 included in the table above, as of February 16, 2012,
we were participating in the drilling of 34 gross wells. We operate 12 of these wells on a gross basis, seven on a net
basis, with the remaining 22 gross wells, four on a net basis, being operated by others. With respect to completion
activity, at such date, there were 156 gross wells in which we have an interest that were being completed. We
operate 28 of these completion activities on a gross basis, 16 on a net basis, and were participating in 128 gross, 18
net non-operated completion activities. The vast majority, if not all, of these operations relate to the drilling of
wells for primary production.
Acreage
The following table sets forth the gross and net acres of developed and undeveloped oil and gas leasehold,
fee properties, and mineral servitudes held by us as of December 31, 2011. Undeveloped acreage includes
leasehold interests that may already be classified as containing proved undeveloped reserves.
14
Net
Total
Gross
Undeveloped Acres (2)
Gross
Louisiana
Montana
Nevada
North Dakota
Oklahoma
Pennsylvania
Texas
Wyoming
Other (3)
Developed Acres (1)
Net
Gross
26,049
40,655
-
88,865
82,962
346
135,211
28,305
2,011
404,404
10,499
4,217
14,716
419,120
Net
30,765
253,026
197,634
176,051
97,296
40,095
361,754
194,676
36,362
1,387,659
24,914
8,624
33,538
1,421,197
(1) Developed acreage is acreage assigned to producing wells for the state approved spacing unit for the producing formation.
Our developed acreage that includes multiple formations with different well spacing requirements may be considered
undeveloped for certain formations, but have only been included as developed acreage in the presentation above.
(2) Undeveloped acreage is acreage on which wells have not been drilled or completed to a point that would permit the
86,999
374,653
197,634
293,190
296,628
50,022
701,447
367,539
57,848
2,425,960
24,914
12,195
37,109
2,463,069
4,716
212,371
197,634
87,186
14,334
39,749
226,543
166,371
34,351
983,255
14,415
4,407
18,822
1,002,077
16,367
315,582
197,634
158,543
39,280
49,676
489,922
304,603
53,418
1,625,025
14,415
4,769
19,184
1,644,209
70,632
59,071
-
134,647
257,348
346
211,525
62,936
4,430
800,935
10,499
7,426
17,925
818,860
Louisiana Fee Properties
Louisiana Mineral Servitudes
Total (4)
production of commercial quantities of oil, gas, and/or NGLs regardless of whether such acreage contains estimated net
proved reserves.
(3) Includes interest in Arkansas, Colorado, Illinois, Kansas, Mississippi, New Mexico, and Utah.
(4) As of the filing date, we had approximately 50,000, 73,000, and 65,000 net acres scheduled to expire by December 31,
2012, 2013, and 2014, respectively, if production is not established or we take no other action to extend the terms.
Delivery Commitments
As of December 31, 2011, we had gathering, processing, and transportation through-put commitments with
various parties that require us to deliver a fixed determinable quantity of product. We have an aggregate minimum
commitment to deliver 1,766 Bcf of natural gas and 9 MMBbls of oil. These contracts expire at various dates
through 2023. We will be required to make periodic deficiency payments for any shortfalls in delivering the
minimum volume commitments. If a shortfall in the minimum volume commitment for natural gas is projected, we
have certain rights to arrange for third party gas to be delivered into the gathering lines and such volume will count
towards our minimum commitment. At the current time, we do not have enough proved developed reserves to
offset these contractual liabilities, but we expect to fulfill the delivery commitments with production from
development of our proved reserves, as well as the development of resources not yet characterized as proved
reserves, from our Eagle Ford shale and Haynesville shale resource plays. Therefore, we currently do not expect
any shortfalls.
Major Customers
During 2011 and 2010, sales to Regency Gas Services LLC ("Regency") individually accounted for
approximately 18 percent and 11 percent, respectively, of our total oil, gas, and NGL production revenue. During
2009, sales to Teppco Crude Oil LLC individually accounted for 12 percent of our total oil and gas production
revenue.
Employees and Office Space
As of February 16, 2012, we had 639 full-time employees. None of our employees are subject to a
collective bargaining agreement, and we consider our relations with our employees to be good. As of
December 31, 2011, we leased approximately 84,000 square feet of office space in Denver, Colorado for our
executive and administrative offices; approximately 39,000 square feet of office space in Tulsa, Oklahoma;
15
approximately 30,000 square feet in Houston, Texas; approximately 30,000 square feet in Billings, Montana;
approximately 25,000 square feet in Shreveport, Louisiana; approximately 22,000 square feet in Midland, Texas;
approximately 7,000 total square feet in Williston and Watford City, North Dakota; and approximately 2,000 square
feet in Casper, Wyoming.
Title to Properties
Substantially all of our interests are held pursuant to leases from third parties. A title opinion is usually
obtained prior to the commencement of initial drilling operations. We have obtained title opinions or have
conducted a title review on substantially all of our producing properties and believe that we have satisfactory title to
such properties in accordance with standards generally accepted in the oil and gas industry. The majority of our
producing properties are subject to mortgages securing indebtedness under our credit facility, royalty interests, liens
for current taxes, and other burdens that we believe do not materially interfere with the use of, or affect the value of,
such properties. We typically perform only minimal title investigation before acquiring undeveloped leasehold
acreage.
Seasonality
Generally, but not always, the demand and price levels for natural gas increase during winter months and
decrease during summer months. To lessen seasonal demand fluctuations, pipelines, utilities, local distribution
companies, and industrial users utilize natural gas storage facilities and forward purchase some of their anticipated
winter requirements during the summer. However, increased summertime demand for electricity can place
increased demand on storage volumes. Demand for oil and heating oil is also generally higher in the winter and the
summer driving season, although oil prices are impacted more significantly by global supply and demand. Seasonal
anomalies, such as mild winters, sometimes lessen these fluctuations. The impact of seasonality on oil has been
somewhat magnified by overall supply and demand economics attributable to the narrow margin of worldwide
production capacity in excess of existing worldwide demand for oil. Certain of our drilling and completion
operations are also subject to seasonal limitations. Seasonal weather conditions and lease stipulations adversely
affect our ability to conduct drilling activities in some of the areas where we operate. See Risk Factors - Risks
Related to Our Business for additional discussion.
Competition
The oil and gas industry is intensely competitive, particularly with respect to acquiring prospective oil and
natural gas properties. We believe our leasehold position provides a sound foundation for a solid drilling program
and our future growth. Our competitive position also depends on our geological, geophysical, and engineering
expertise, as well as our financial resources. We believe the location of our acreage; our exploration, drilling,
operational, and production expertise; available technologies; our financial resources and expertise; and the
experience and knowledge of our management and technical teams enable us to compete in our core operating
areas. However, we face intense competition from a substantial number of major and independent oil and gas
companies, which in some cases have larger technical staffs and greater financial and operational resources than we
do. Many of these companies not only engage in the acquisition, exploration, development, and production of oil
and natural gas reserves, but also have refining operations, market refined products, own drilling rigs and other
equipment, and generate electricity.
We also compete with other oil and gas companies in attempting to secure drilling rigs and other equipment
and services necessary for the drilling, completion, and maintenance of wells. Consequently, we may face
shortages or delays in securing these services from time to time. The oil and gas industry also faces competition
from alternative fuel sources, including other fossil fuels such as coal and imported liquefied natural gas.
Competitive conditions may be affected by future new energy, climate-related, financial, and/or other policies,
legislation, and regulations.
16
In addition, we compete for people, including experienced geologists, geophysicists, engineers, and other
professionals. Throughout the oil and gas industry, the need to attract and retain talented people has grown at a time
when the availability of individuals with these skills is becoming more limited due to demographics in our industry.
We are not insulated from the competition for quality people, and we must compete effectively in order to be
successful.
Government Regulations
Our business is extensively regulated by numerous federal, state, and local laws and governmental
regulations. These laws and regulations may be changed from time to time in response to economic or political
conditions, or other developments, and our regulatory burden may increase in the future. Laws and regulations
have the potential of increasing our cost of doing business and, consequently, could affect our profitability.
However, we do not believe that we are affected to a materially greater or lesser extent than others in our industry.
Energy Regulations. Many of the states in which we conduct our operations have adopted laws and
regulations governing the exploration for and production of oil, gas, and NGLs, including laws and regulations
requiring permits for the drilling of wells, imposing bonding requirements in order to drill or operate wells, and
governing the location of wells, the method of drilling and casing wells, the surface use and restoration of properties
upon which wells are drilled, and the plugging and abandonment of wells. Our operations are also subject to
various state conservation laws and regulations, including regulations governing the size of drilling and spacing
units or proration units, the number of wells that may be drilled in an area, the spacing of wells, and the unitization
or pooling of oil and gas properties. In addition, state conservation laws sometimes establish maximum rates of
production from oil and gas wells, generally prohibit the venting or flaring of gas, and may impose certain
requirements regarding the ratability or fair apportionment of production from fields and individual wells.
Some of our operations are conducted on federal lands pursuant to oil and gas leases administered by the
Bureau of Land Management ("BLM"). These leases contain relatively standardized terms and require compliance
with detailed regulations and orders, which are subject to change. In addition to permits required from other
regulatory agencies, lessees must obtain a permit from the BLM before drilling and comply with regulations
governing, among other things, engineering and construction specifications for production facilities, safety
procedures, the valuation of production and payment of royalties, the removal of facilities, and the posting of bonds
to ensure that lessee obligations are met. Under certain circumstances, the BLM may suspend or terminate our
operations on federal leases.
In May 2010, the BLM adopted changes to its oil and gas leasing program that require, among other things,
a more detailed environmental review prior to leasing oil and natural gas resources, increased public engagement in
the development of master leasing and development plans prior to leasing areas where intensive new oil and gas
development is anticipated, and a comprehensive parcel review process. These changes may increase the amount of
time and regulatory costs necessary to obtain oil and gas leases administered by the BLM.
Our sales of gas are affected by the availability, terms, and cost of gas pipeline transportation. The Federal
Energy Regulatory Commission ("FERC") has jurisdiction over the transportation and sale for resale of gas in
interstate commerce. FERC's current regulatory framework generally provides for a competitive and open access
market for sales and transportation of natural gas. However, FERC regulations continue to affect the midstream and
transportation segments of the industry, and thus can indirectly affect the sales prices we receive for gas production.
In addition, the less stringent regulatory approach currently pursued by FERC and the United States Congress may
not continue indefinitely.
Environmental, Health and Safety Matters
General. Our operations are subject to stringent and complex federal, state, tribal and local laws and
regulations governing protection of the environment and worker health and safety as well as the discharge of
materials into the environment. These laws and regulations may, among other things:
17
•
require the acquisition of various permits before drilling commences;
•
•
restrict the types, quantities and concentration of various substances that can be released into the
environment in connection with oil and natural gas drilling and production and saltwater disposal
activities;
limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected
areas, including areas containing certain wildlife or threatened and endangered plant and animal
species; and
•
require remedial measures to mitigate pollution from former and ongoing operations, such as
requirements to close pits and plug abandoned wells.
These laws, rules and regulations may also restrict the rate of oil and natural gas production below the rate
that would otherwise be possible. The regulatory burden on the oil and natural gas industry increases the cost of
doing business in the industry and consequently affects profitability. Additionally, environmental laws and
regulations are revised frequently, and any changes that result in more stringent and costly permitting, waste
handling, disposal and cleanup requirements for the oil and natural gas industry could have a significant impact on
our operating costs.
The following is a summary of some of the existing laws, rules and regulations to which our business is
subject.
Waste handling. The Resource Conservation and Recovery Act (the “RCRA”) and comparable state
statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-
hazardous wastes. Under the auspices of the federal Environmental Protection Agency (the “EPA”), the individual
states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent
requirements. Drilling fluids, produced waters, and most of the other wastes associated with the exploration,
development, and production of oil or natural gas are currently regulated under RCRA's non-hazardous waste
provisions. However, it is possible that certain oil and natural gas exploration and production wastes now classified
as non-hazardous could be classified as hazardous wastes in the future. Any such change could result in an increase
in our costs to manage and dispose of wastes, which could have a material adverse effect on our results of
operations and financial position.
Comprehensive Environmental Response, Compensation and Liability Act. The Comprehensive
Environmental Response, Compensation and Liability Act (“CERCLA”), also known as the Superfund law, imposes
joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to
be responsible for the release of a hazardous substance into the environment. These persons include the owner or
operator of the site where the release occurred, and anyone who disposed or arranged for the disposal of a
hazardous substance released at the site. Under CERCLA, such persons may be subject to joint and several liability
for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to
natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring
landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the
hazardous substances released into the environment.
We currently own, lease, or operate numerous properties that have been used for oil and natural gas
exploration and production for many years. Although we believe that we have utilized operating and waste disposal
practices that were standard in the industry at the time, hazardous substances, wastes, or hydrocarbons may have
been released on or under the properties owned or leased by us, or on or under other locations, including off-site
locations, where such substances have been taken for disposal. In addition, some of our properties have been
operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances,
wastes, or hydrocarbons was not under our control. These properties and the substances disposed or released on
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them may be subject to CERCLA, RCRA, and analogous state laws. Under such laws, we could be required to
remove previously disposed substances and wastes, remediate contaminated property, or perform remedial
operations to prevent future contamination.
Water discharges. The federal Water Pollution Control Act (the “Clean Water Act”) and analogous state
laws, impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of
oil and other substances, into waters of the United States and states. The discharge of pollutants into regulated
waters is prohibited, except in accordance with the terms of a permit issued by the EPA, U.S. Army Corps of
Engineers or analogous state agencies. Federal and state regulatory agencies can impose administrative, civil and
criminal penalties for non-compliance with discharge permits or other requirements of the Clean Water Act and
analogous state laws and regulations.
The Oil Pollution Act of 1990 (“OPA”) addresses prevention, containment and cleanup, and liability
associated with oil pollution. OPA applies to vessels, offshore platforms, and onshore facilities. OPA subjects
owners of such facilities to strict liability for containment and removal costs, natural resource damages and certain
other consequences of oil spills into jurisdictional waters. Any unpermitted release of petroleum or other pollutants
from our operations could result in governmental penalties and civil liability.
Air emissions. The federal Clean Air Act (“CAA”), and comparable state laws, regulate emissions of
various air pollutants through air emissions permitting programs and the imposition of other requirements. In
addition, the EPA has developed, and continues to develop, stringent regulations governing emissions of toxic air
pollutants at specified sources. Federal and state regulatory agencies can impose administrative, civil and criminal
penalties for non-compliance with air permits or other requirements of the federal CAA and associated state laws
and regulations.
Climate change. In December 2009, the EPA determined that emissions of carbon dioxide, methane and
other "greenhouse gases" present an endangerment to public health and the environment because emissions of such
gases are, according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes.
Based on these findings, the EPA has begun adopting and implementing a comprehensive suite of regulations to
restrict emissions of greenhouse gases under existing provisions of the CAA. Legislative and regulatory initiatives
related to climate change could have an adverse effect on our operatives and the demand for oil and gas. See “Risk
Factors - Risks Related to Our Business - Legislative and regulatory initiatives related to global warming and
climate change could have an adverse effect on our operations and the demand for oil, gas and NGLs.” In addition
to the effects of regulation, the meteorological effects of global climate change could pose additional risks to our
operations, including physical damage risks associated with more frequent, more intensive storms and flooding, and
could adversely affect the demand for our products.
Endangered species. The federal Endangered Species Act and analogous state laws regulate activities that
could have an adverse effect on threatened or endangered species. Some of our well drilling operations are
conducted in areas where protected species are known to exist. In these areas, we may be obligated to develop and
implement plans to avoid potential adverse impacts to protected species, and we may be prohibited from conducting
drilling operations in certain locations or during certain seasons, such as breeding and nesting seasons, when our
operations could have an adverse effect on the species. It is also possible that a federal or state agency could order a
complete halt to drilling activities in certain locations if it is determined that such activities may have a serious
adverse effect on a protected species. The presence of a protected species in areas where we perform drilling
activities could impair our ability to timely complete well drilling and development and could adversely affect our
future production from those areas.
National Environmental Policy Act. Oil and natural gas exploration and production activities on federal
lands are subject to the National Environmental Policy Act (the “NEPA”). NEPA requires federal agencies,
including the Department of Interior, to evaluate major agency actions having the potential to significantly impact
the environment. In the course of such evaluations, an agency will prepare an environmental assessment that
assesses the potential direct, indirect and cumulative impacts of a proposed project and, if necessary, will prepare a
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more detailed environmental impact statement that may be made available for public review and comment. All of
our current exploration and production activities, as well as proposed exploration and development plans, on federal
lands require governmental permits that are subject to the requirements of NEPA. This process has the potential to
delay development of some of our oil and natural gas projects.
OSHA and other laws and regulation. We are subject to the requirements of the federal Occupational
Safety and Health Act (“OSHA”), and comparable state statutes. The OSHA hazard communication standard, the
EPA community right-to-know regulations under the Title III of CERCLA and similar state statutes require that we
organize and/or disclose information about hazardous materials used or produced in our operations. Also, pursuant
to OSHA, the Occupational Safety and Health Administration has established a variety of standards relating to
workplace exposure to hazardous substances and employee health and safety. We believe that we are in substantial
compliance with the applicable requirements of OSHA and comparable laws.
Hydraulic fracturing. Hydraulic fracturing is an important and common practice that is used to stimulate
production of hydrocarbons from tight formations. We routinely utilize hydraulic fracturing techniques in many of
our drilling and completion programs. The process involves the injection of water, sand and chemicals under
pressure into the formation to fracture the surrounding rock and stimulate production. The process is typically
regulated by state oil and natural gas commissions. However, the EPA recently asserted federal regulatory authority
over hydraulic fracturing involving diesel additives under the Safe Drinking Water Act's Underground Injection
Control Program. The federal Safe Drinking Water Act protects the quality of the nation's public drinking water
through the adoption of drinking water standards and controlling the injection of waste fluids into below-ground
formations that may adversely affect drinking water sources.
Increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition
to oil and gas activities using hydraulic fracturing techniques which could potentially cause a decrease in the
completion of new oil and gas wells, increased compliance costs and delays which could adversely affect our
financial position, results of operations and cash flows. If new laws or regulations that significantly restrict
hydraulic fracturing are adopted, such laws could make it more difficult or costly for us to perform fracturing to
stimulate production from tight formations. In addition, if hydraulic fracturing becomes regulated at the federal
level as a result of federal legislation or regulatory initiatives by the EPA, our fracturing activities could become
subject to additional permitting requirements, and also to attendant permitting delays and potential increases in
costs. Restrictions on hydraulic fracturing could also reduce the amount of oil and natural gas that we are ultimately
able to produce from our reserves.
We believe that it is reasonably likely that the trend in environmental legislation and regulation will
continue toward stricter standards. While we believe that we are in substantial compliance with existing
environmental laws and regulations applicable to our current operations and that our continued compliance with
existing requirements will not have a material adverse impact on our financial condition and results of operations.
We cannot give any assurance that we will not be adversely affected in the future.
Cautionary Information about Forward-Looking Statements
This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included in this Form 10-K that address activities, events, or developments with respect to our
financial condition, results of operations, or economic performance that we expect, believe, or anticipate will or
may occur in the future, or that address plans and objectives of management for future operations, are forward-
looking statements. The words “anticipate,” “assume,” “believe,” “budget,” “estimate,” “expect,” “forecast,”
“intend,” “plan,” “project,” “will,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements appear in a number of places in this Form 10-K, and include statements about such
matters as:
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the amount and nature of future capital expenditures and the availability of liquidity and capital
resources to fund capital expenditures;
the drilling of wells and other exploration and development activities and plans, as well as possible
future acquisitions;
the possible divestiture or farm-down of, or joint venture relating to, certain properties;
proved reserve estimates and the estimates of both future net revenues and the present value of future
net revenues associated with those proved reserve estimates;
future oil, gas, and NGL production estimates;
our outlook on future oil, gas, and NGL prices, well costs, and service costs;
cash flows, anticipated liquidity, and the future repayment of debt;
business strategies and other plans and objectives for future operations, including plans for expansion
and growth of operations or to defer capital investment, and our outlook on our future financial
condition or results of operations; and
other similar matters such as those discussed in the Management’s Discussion and Analysis of Financial
Condition and Results of Operations section in Item 7 of this report.
Our forward-looking statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions, expected future developments, and other
factors that we believe are appropriate under the circumstances. These statements are subject to a number of known
and unknown risks and uncertainties, which may cause our actual results and performance to be materially different
from any future results or performance expressed or implied by the forward-looking statements. These risks are
described in the Risk Factors section of this report, and include such factors as:
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the volatility of oil, gas, and NGL prices, and the effect it may have on our profitability, financial
condition, cash flows, access to capital, and ability to grow production volumes and/or proved reserves;
the continued weakness in economic conditions and uncertainty in financial markets;
our ability to replace reserves in order to sustain production;
our ability to raise the substantial amount of capital that is required to replace our reserves;
our ability to compete against competitors that have greater financial, technical, and human resources;
our ability to attract and retain key personnel;
the imprecise estimations of our actual quantities and present value of proved oil, gas, and NGL
reserves;
the uncertainty in evaluating recoverable reserves and estimating expected benefits or liabilities;
the possibility that exploration and development drilling may not result in commercially producible
reserves;
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our limited control over activities on non-operated properties;
our reliance on the skill and expertise of third-party service providers on our operated properties;
the possibility that title to properties in which we have an interest may be defective;
the possibility that our planned drilling in existing or emerging resource plays using some of the latest
available horizontal drilling and completion techniques is subject to drilling and completion risks and
may not meet our expectations for reserves or production;
the uncertainties associated with divestitures, joint ventures, farm-downs, farm-outs and similar
transactions with respect to certain assets, including whether such transactions will be consummated or
completed in the form or timing and for the value that we anticipate;
the uncertainties associated with enhanced recovery methods;
our commodity derivative contracts may result in financial losses or may limit the prices that we
receive for oil, gas, and NGL sales;
the inability of one or more of our vendors, customers, or contractual counterparties to meet their
obligations;
price declines or unsuccessful exploration efforts resulting in write-downs of our asset carrying values;
the impact that lower oil, gas, or NGL prices could have on our ability to borrow under our credit
facility;
the possibility that our amount of debt may limit our ability to obtain financing for acquisitions, make
us more vulnerable to adverse economic conditions, and make it more difficult for us to make payments
on our debt;
operating and environmental risks and hazards that could result in substantial losses;
complex laws and regulations, including environmental regulations, that result in substantial costs and
other risks;
the availability and capacity of gathering, transportation, processing, and/or refining facilities;
our ability to sell and/or receive market prices for our oil, gas, and NGLs;
new technologies may cause our current exploration and drilling methods to become obsolete;
the possibility of security threats, including terrorist attacks and cybersecurity breaches, against, or
otherwise impacting, our facilities and systems; and
litigation, environmental matters, the potential impact of government regulations, and the use of
management estimates regarding such matters.
We caution you that forward-looking statements are not guarantees of future performance and that actual
results or performance may be materially different from those expressed or implied in the forward-looking
statements. The forward-looking statements in this report speak as of the filing date of this report. Although we
may from time to time voluntarily update our prior forward-looking statements, we disclaim any commitment to do
so except as required by securities laws.
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Available Information
Our internet website address is www.sm-energy.com. We routinely post important information for investors
on our website. Within our website’s investor relations section we make available free of charge our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed
with or furnished to the SEC under applicable securities laws. These materials are made available as soon as
reasonably practical after we electronically file such materials with or furnish such materials to the SEC. We also
make available through our website’s corporate governance section our Corporate Governance Guidelines, Code of
Business Conduct and Ethics, and the Charters for our Board of Directors’ Audit Committee, Compensation
Committee, Executive Committee, and Nominating and Corporate Governance Committee. Information on our
website is not incorporated by reference into this report and should not be considered part of this document.
Glossary of Oil and Gas Terms
The oil and gas terms defined in this section are used throughout this report. The definitions of the terms
developed reserves, exploratory well, field, proved reserves, and undeveloped reserves have been abbreviated from
the respective definitions under SEC Rule 4-10(a) of Regulation S-X, as amended effective for fiscal years ending
on or after December 31, 2009. The entire definitions of those terms under Rule 4-10(a) of Regulation S-X can be
located through the SEC’s website at www.sec.gov.
Bbl. One stock tank barrel, or 42 U.S. gallons of liquid volume, used in reference to oil or other liquid
hydrocarbons.
Bcf. Billion cubic feet, used in reference to natural gas.
BCFE. Billion cubic feet of natural gas equivalent. Natural gas equivalents are determined using the ratio of six
Mcf of natural gas to one Bbl of oil or NGLs.
BOE. Barrels of oil equivalent. Oil equivalents are determined using the ratio of six Mcf of natural gas to one Bbl
of oil or NGLs.
BTU. One British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water
by one degree Fahrenheit.
Developed acreage. The number of acres that are allocated or assignable to productive wells or wells capable of
production.
Developed reserves. Reserves that can be expected to be recovered: (i) through existing wells with existing
equipment and operating methods or in which the cost of the required equipment is relatively minor compared to
the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of
the reserves estimate if the extraction is by means not involving a well.
Development well. A well drilled within the proved area of an oil or natural gas reservoir to the depth of a
stratigraphic horizon known to be productive.
Dry hole. A well found to be incapable of producing either oil, natural gas, and/or NGLs in commercial quantities.
Exploratory well. A well drilled to find a new field or to find a new reservoir in a field previously found to be
productive of oil or natural gas in another reservoir.
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Fee properties. The most extensive interest that can be owned in land, including surface and mineral (including oil
and natural gas) rights.
Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same
individual geological structural feature and/or stratigraphic condition.
Finding and development cost. Expressed in dollars per MCFE. Finding and development cost metrics provide
information as to the cost of adding proved reserves from various activities, and are widely utilized within the
exploration and production industry, as well as by investors. The information used to calculate these metrics is
included in the Supplemental Oil and Gas Information section in Part II, Items 8 of this report. It should be noted
that finding and development cost metrics have limitations. For example, exploration efforts related to a particular
set of proved reserve additions may extend over several years. As a result, the exploration costs incurred in earlier
periods are not included in the amount of exploration costs incurred during the period in which that set of proved
reserves is added. In addition, consistent with industry practice, future capital costs to develop proved undeveloped
reserves are not included in costs incurred. Since the additional development costs that will need to be incurred in
the future before the proved undeveloped reserves are ultimately produced are not included in the amount of costs
incurred during the period in which those reserves were added, those development costs in future periods will be
reflected in the costs associated with adding a different set of reserves. The calculations of various finding and
development cost metrics are explained below.
Finding and development cost – Drilling, excluding revisions. Calculated by dividing the amount of costs incurred
for development and exploration activities, by the amount of estimated net proved reserves added through
discoveries, extensions, and infill drilling, during the same period.
Finding and development cost – Drilling, including revisions. Calculated by dividing the amount of costs incurred
for development and exploration activities, by the amount of estimated net proved reserves added through
discoveries, extensions, infill drilling, and revisions of previous estimates, during the same period.
Finding and development cost – Drilling and acquisitions, excluding revisions. Calculated by dividing the amount
of costs incurred for development, exploration, and acquisition of proved properties, by the amount of estimated net
proved reserves added through discoveries, extensions, infill drilling, and acquisitions, during the same period.
Finding and development cost – Drilling and acquisitions, including revisions. Calculated by dividing the amount
of costs incurred for development, exploration, and acquisition of proved properties, by the amount of estimated net
proved reserves added through discoveries, extensions, infill drilling, revisions of previous estimates, and
acquisitions, during the same period.
Finding and development cost –All in, including sales of reserves. Calculated by dividing the amount of total
capital expenditures for oil and natural gas activities, by the amount of estimated net proved reserves added through
discoveries, extensions, infill drilling, acquisitions, and revisions of previous estimates less sales of reserves, during
the same period.
Formation. A succession of sedimentary beds that were deposited under the same general geologic conditions.
Gross acre. An acre in which a working interest is owned.
Gross well. A well in which a working interest is owned.
Horizontal wells. Wells that are drilled at angles greater than 70 degrees from vertical.
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Lease operating expenses. The expenses incurred in the lifting of crude oil, natural gas, and/or associated liquids
from a producing formation to the surface, constituting part of the current operating expenses of a working interest,
and also including labor, superintendence, supplies, repairs, maintenance, allocated overhead costs, and other
expenses incidental to production, but not including lease acquisition, drilling, or completion costs.
MBbl. One thousand barrels of crude oil or other liquid hydrocarbons.
MMBbl. One million barrels of crude oil or other liquid hydrocarbons.
Mcf. One thousand cubic feet, used in reference to natural gas.
MCFE. One thousand cubic feet of natural gas equivalent. Natural gas equivalents are determined using the ratio
of six Mcf of natural gas to one Bbl of oil or NGLs.
MMcf. One million cubic feet, used in reference to natural gas.
MMCFE. One million cubic feet of natural gas equivalent. Natural gas equivalents are determined using the ratio
of six Mcf of natural gas to one Bbl of oil or NGLs.
MMBtu. One million British thermal units.
Net acres or net wells. Sum of our fractional working interests owned in gross acres or gross wells.
Net asset value per share. The result of the fair market value of total assets less total liabilities, divided by the total
number of outstanding shares of common stock.
NGLs. The combination of ethane, propane, butane, and natural gasolines that when removed from natural gas
become liquid under various levels of higher pressures and lower temperatures.
NYMEX WTI. New York Mercantile Exchange West Texas Intermediate.
OPIS. Oil Price Information Service Mont Belvieu.
PV-10 value (Non-GAAP). The present value of estimated future gross revenue to be generated from the production
of estimated net proved reserves, net of estimated production and future development costs, based on prices used in
estimating the proved reserves and costs in effect as of the date indicated (unless such costs are subject to change
pursuant to contractual provisions), without giving effect to non-property related expenses such as general and
administrative expenses, debt service, future income tax expenses, or depreciation, depletion, and amortization,
discounted using an annual discount rate of ten percent. While this measure does not include the effect of income
taxes as it would in the use of the standardized measure of discounted future net cash flows calculation, it does
provide an indicative representation of the relative value of the Company on a comparative basis to other companies
and from period to period. This is a Non-GAAP measure.
Productive well. A well that is producing crude oil, natural gas, and/or NGLs or that is capable of commercial
production of those products.
Proved reserves. Those quantities of oil, gas, and NGLs which, by analysis of geoscience and engineering data, can
be estimated with reasonable certainty to be economically producible – from a given date forward, from known
reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the
time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably
certain, regardless of whether deterministic or probabilistic methods are used for the estimation. Existing economic
conditions include prices and costs at which economic producibility from a reservoir is to be determined, and the
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price to be used is the average price during the 12-month period prior to the ending date of the period covered by
the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month
within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future
conditions.
Recompletion. The completion in an existing wellbore in a formation other than that in which the well has
previously been completed.
Reserve life. Expressed in years, represents the estimated net proved reserves at a specified date divided by actual
production for the preceding 12-month period.
Reserve replacement. Reserve replacement metrics are used as indicators of a company’s ability to replenish annual
production volumes and grow its reserves, and provide information related to how successful a company is at
growing its proved reserve base. These are believed to be useful non-GAAP measures that are widely utilized
within the exploration and production industry, as well as by investors. They are easily calculable metrics, and the
information used to calculate these metrics is included in the Supplemental Oil and Gas Information section of Part
II, Item 8 of this report. It should be noted that reserve replacement metrics have limitations. They are limited
because they typically vary widely based on the extent and timing of new discoveries and property acquisitions.
Their predictive and comparative value is also limited for the same reasons. In addition, because the metrics do not
embed the cost or timing of future production of new reserves, they cannot be used as a measure of value creation.
The calculations of various reserve replacement metrics are explained below.
Reserve replacement – Drilling, excluding revisions. Calculated as a numerator comprised of the sum of reserve
extensions and discoveries and infill reserves in an existing proved field divided by production for that same period.
This metric is an indicator of the relative success a company is having in replacing its production through drilling
activity.
Reserve replacement – Drilling, including revisions. Calculated as a numerator comprised of the sum of reserve
extensions, discoveries, and infill reserves, and revisions of previous estimates in an existing proved field divided
by production for that same period. This metric is an indicator of the relative success a company is having in
replacing its production through drilling activity.
Reserve replacement – Drilling and acquisitions, excluding revisions. Calculated as a numerator comprised of the
sum of reserve acquisitions and reserve extensions and discoveries and infill reserves in an existing proved field
divided by production for that same period. This metric is an indicator of the relative success a company is having
in replacing its production through drilling and acquisition activities.
Reserve replacement – Drilling and acquisitions, including revisions. Calculated as a numerator comprised of the
sum of reserve acquisitions and reserve extensions, discoveries, and infill reserves, and revisions of previous
estimates in an existing proved field divided by production for that same period. This metric is an indicator of the
relative success a company is having in replacing its production through drilling and acquisition activities.
Reserve replacement percentage – All in, excluding sales of reserves. The sum of reserve extensions and
discoveries, infill drilling, reserve acquisitions, and reserve revisions of previous estimates for a specified period of
time divided by production for that same period.
Reserve replacement percentage –All in, including sales of reserves. The sum of sales of reserves, infill drilling,
reserve extensions and discoveries, reserve acquisitions, and reserve revisions of previous estimates for a specified
period of time divided by production for that same period.
Reservoir. A porous and permeable underground formation containing a natural accumulation of producible crude
oil, natural gas, and/or associated liquid resources that is confined by impermeable rock or water barriers and is
individual and separate from other reservoirs.
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Resource play. A term used to describe an accumulation of crude oil, natural gas, and/or associated liquid resources
known to exist over a large areal expanse, which when compared to a conventional play typically has a lower
expected geological and/or commercial development risk.
Royalty. The amount or fee paid to the owner of mineral rights, expressed as a percentage or fraction of gross
income from crude oil, natural gas, and NGLs produced and sold unencumbered by expenses relating to the drilling,
completing, and operating of the affected well.
Royalty interest. An interest in an oil and natural gas property entitling the owner to shares of crude oil, natural gas,
and NGL production free of costs of exploration, development, and production operations.
Seismic. The sending of energy waves or sound waves into the earth and analyzing the wave reflections to infer the
type, size, shape, and depth of subsurface rock formations.
Shale. Fine-grained sedimentary rock composed mostly of consolidated clay or mud. Shale is the most frequently
occurring sedimentary rock.
Standardized measure of discounted future net cash flows. The discounted future net cash flows relating to proved
reserves based on prices used in estimating the reserves, year-end costs, and statutory tax rates, and a ten percent
annual discount rate. The information for this calculation is included in the supplemental information regarding
disclosures about oil and gas producing activities following the Notes to Consolidated Financial Statements
included in this report.
Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would
permit the production of commercial quantities of oil, gas, and/or NGLs regardless of whether such acreage
contains estimated net proved reserves.
Undeveloped reserves. Reserves that are expected to be recovered from new wells on undrilled acreage, or from
existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be
classified as having undeveloped reserves only if a development plan has been adopted indicating that they are
scheduled to be drilled within five years, unless the specific circumstances justify a longer time.
Working interest. The operating interest that gives the owner the right to drill, produce, and conduct operating
activities on the property and to share in the production, sales, and costs.
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ITEM 1A.
RISK FACTORS
In addition to the other information included in this report, the following risk factors should be carefully
considered when evaluating an investment in us.
Risks Related to Our Business
Crude oil, natural gas, and NGL prices are volatile, and declines in prices adversely affect our profitability,
financial condition, cash flows, access to capital, and ability to grow.
Our revenues, operating results, profitability, future rate of growth, and the carrying value of our oil and
natural gas properties depend heavily on the prices we receive for crude oil, natural gas and NGL sales. Crude oil,
natural gas, and NGL prices also affect our cash flows available for capital expenditures and other items, our
borrowing capacity, and the amount and value of our crude oil, natural gas, and NGL reserves. For example, the
amount of our borrowing base under our credit facility is subject to periodic redeterminations based on crude oil,
natural gas, and NGL prices specified by our bank group at the time of redetermination. In addition, we may have
crude oil and natural gas property impairments or downward revisions of estimates of proved reserves if prices fall
significantly.
Historically, the markets for crude oil, natural gas, and NGLs have been volatile, and they are likely to
continue to be volatile. Wide fluctuations in crude oil, natural gas, and NGL prices may result from relatively
minor changes in the supply of and demand for crude oil, natural gas, and NGLs, market uncertainty, and other
factors that are beyond our control, including:
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global and domestic supplies of crude oil, natural gas, and NGLs, and the productive capacity of the
industry as a whole;
the level of consumer demand for crude oil, natural gas, and NGLs;
overall global and domestic economic conditions;
• weather conditions;
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the availability and capacity of gathering, transportation, processing, and/or refining facilities in
regional or localized areas that may affect the realized price for crude oil, natural gas, or NGLs;
the price and level of foreign imports of crude oil, refined petroleum products, and liquefied natural
gas;
the price and availability of alternative fuels;
technological advances affecting energy consumption;
the ability of the members of the Organization of Petroleum Exporting Countries to agree to and
maintain crude oil price and production controls;
political instability or armed conflict in crude oil or natural gas producing regions;
strengthening and weakening of the United States dollar relative to other currencies; and
governmental regulations and taxes.
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These factors and the volatility of crude oil, natural gas, and NGL markets make it extremely difficult to
predict future crude oil, natural gas, and NGL price movements with any certainty. Declines in crude oil, natural
gas, and NGL prices would reduce our revenues and could also reduce the amount of crude oil, natural gas, and
NGLs that we can produce economically, which could have a materially adverse effect on us.
Continued weakness in economic conditions or uncertainty in financial markets may have material adverse impacts
on our business that we cannot predict.
United States and global economies and financial systems have recently experienced turmoil and upheaval
characterized by extreme volatility and declines in prices of securities, diminished liquidity and credit availability,
inability to access capital markets, the bankruptcy, failure, collapse, or sale of financial institutions, increased levels
of unemployment, and an unprecedented level of intervention by the United States federal government and other
governments. Although some portions of the economy appear to have stabilized and there have been signs of the
beginning of a recovery, the extent and timing of a recovery, and whether it can be sustained, are uncertain.
Continued weakness in the United States or other large economies could materially adversely affect our business
and financial condition. For example:
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the demand for crude oil, natural gas, and NGLs in the United States has declined and may remain at
low levels or further decline if economic conditions remain weak, and continue to negatively impact
our revenues, margins, profitability, operating cash flows, liquidity, and financial condition;
natural gas prices have recently been lower than at various times in the last decade because of increased
supply resulting from, among other things, increased drilling in unconventional reservoirs, reduced
demand in connection with the recent recession, and an unusually warm winter, which sustained low
prices could affect our financial condition and results of operations;
the tightening of credit or lack of credit availability to our customers could adversely affect our ability
to collect our trade receivables;
the liquidity available under our credit facility could be reduced if any lender is unable to fund its
commitment;
our ability to access the capital markets may be restricted at a time when we would like, or need, to
raise capital for our business, including for exploration and/or development of our reserves;
our commodity derivative contracts could become economically ineffective if our counterparties are
unable to perform their obligations or seek bankruptcy protection; and
variable interest rate spread levels, including for LIBOR and the prime rate, could increase
significantly, resulting in higher interest costs for unhedged variable interest rate based borrowings
under our credit facility.
If we are unable to replace reserves, we will not be able to sustain production.
Our future operations depend on our ability to find, develop, or acquire crude oil, natural gas, and NGL
reserves that are economically producible. Our properties produce crude oil, natural gas, and NGLs at a declining
rate over time. In order to maintain current production rates, we must locate and develop or acquire new crude oil,
natural gas, and NGL reserves to replace those being depleted by production. In addition, competition for crude oil
and natural gas properties is intense and many of our competitors have financial, technical, human, and other
resources needed to evaluate and integrate acquisitions that are substantially greater than those available to us.
In the event we do complete an acquisition, its successful impact on our business will depend on a number
of factors, many of which are beyond our control. These factors include the purchase price, future crude oil, natural
29
gas, and NGL prices, the ability to reasonably estimate or assess the recoverable volumes of reserves, rates of future
production and future net revenues attainable from reserves, future operating and capital costs, results of future
exploration, exploitation and development activities on the acquired properties, and future abandonment and
possible future environmental or other liabilities. There are numerous uncertainties inherent in estimating quantities
of proved oil and gas reserves, actual future production rates, and associated costs and potential liabilities with
respect to prospective acquisition targets. Actual results may vary substantially from those assumed in the estimates.
A customary review of subject properties will not necessarily reveal all existing or potential problems.
Additionally, significant acquisitions can change the nature of our operations and business depending upon
the character of the acquired properties if they have substantially different operating and geological characteristics
or are in different geographic locations than our existing properties. To the extent that acquired properties are
substantially different than our existing properties, our ability to efficiently realize the expected economic benefits
of such transactions may be limited.
Integrating acquired businesses and properties involves a number of special risks. These risks include the
possibility that management may be distracted from regular business concerns by the need to integrate operations
and systems and that unforeseen difficulties can arise in integrating operations and systems and in retaining and
assimilating employees. Any of these or other similar risks could lead to potential adverse short-term or long-term
effects on our operating results and may cause us to not be able to realize any or all of the anticipated benefits of the
acquisitions. Without successful drilling or acquisition activities, our reserves and production will decline over
time.
Substantial capital is required to replace our reserves.
We must make substantial capital expenditures to find, acquire, develop, and produce crude oil, natural gas,
and NGL reserves. Future cash flows and the availability of financing are subject to a number of factors, such as
the level of production from existing wells, prices received for crude oil, natural gas, and NGL sales, our success in
locating and developing and acquiring new reserves, and the orderly functioning of credit and capital markets. If
crude oil, natural gas, and NGL prices decrease or if we encounter operating difficulties that result in our cash flows
from operations being less than expected, we must reduce our capital expenditures unless we can raise additional
funds through debt or equity financing or the divestment of assets. Debt or equity financing may not always be
available to us in sufficient amounts or on acceptable terms, and the proceeds offered to us for potential divestitures
may not always be of acceptable value to us.
If our revenues decrease due to lower crude oil, natural gas, or NGL prices, decreased production, or other
reasons, and if we cannot obtain capital through our credit facility, other acceptable debt or equity financing
arrangements, or through the sale of assets, our ability to execute development plans, replace our reserves, maintain
our acreage, or maintain production levels could be greatly limited.
Competition in our industry is intense, and many of our competitors have greater financial, technical, and human
resources than we do.
We face intense competition from major oil and gas companies, independent oil and natural gas exploration
and production companies, financial buyers, and institutional and individual investors who seek crude oil and
natural gas property investments throughout the world, as well as the equipment, expertise, labor, and materials
required to operate crude oil and natural gas properties. Many of our competitors have financial, technical, and
other resources vastly exceeding those available to us, and many crude oil and natural gas properties are sold in a
competitive bidding process in which our competitors may be able and willing to pay more for development
prospects and productive properties, or in which our competitors have technological information or expertise that is
not available to us to evaluate and successfully bid for the properties. In addition, shortages of equipment, labor, or
materials as a result of intense competition may result in increased costs or the inability to obtain those resources as
needed. We may not be successful in acquiring and developing profitable properties in the face of this competition.
30
We also compete for human resources. Over the last few years, the need for talented people across all
disciplines in the industry has grown, while the number of talented people available has not grown at the same pace,
and in many cases, is declining due to the demographics of the industry.
The loss of key personnel could adversely affect our business.
We depend to a large extent on the efforts and continued employment of our executive management team
and other key personnel. The loss of the services of these or other key personnel could adversely affect our
business. Our drilling success and the success of other activities integral to our operations will depend, in part, on
our ability to attract and retain experienced geologists, engineers, landmen and other professionals. Competition for
many of these professionals is intense. If we cannot retain our technical personnel or attract additional experienced
technical personnel and professionals, our ability to compete could be harmed.
The actual quantities and present value of our proved crude oil, natural gas, and NGL reserves may be less than we
have estimated.
This report and other of our SEC filings contain estimates of our proved crude oil, natural gas, and NGL
reserves and the estimated future net revenues from those reserves. These estimates are based on various
assumptions, including assumptions required by the SEC relating to crude oil, natural gas, and NGL prices, drilling
and completion costs, operating expenses, capital expenditures, taxes, timing of operations, and availability of
funds. The process of estimating crude oil, natural gas, and NGL reserves is complex. The process involves
significant decisions and assumptions in the evaluation of available geological, geophysical, engineering, and
economic data for each reservoir. These estimates are dependent on many variables, and therefore changes often
occur as our knowledge of these variables evolve. Therefore, these estimates are inherently imprecise. In addition,
the reserve estimates we make for fields that do not have a lengthy production history may be less reliable than
estimates for fields with lengthy production histories. A lack of production history may contribute to inaccuracy in
our estimates of proved reserves, future production rates, and the timing of development expenditures.
Actual future production, prices for crude oil, natural gas, and NGLs, revenues, production taxes,
development expenditures, operating expenses, and quantities of producible crude oil, natural gas, and NGL
reserves will most likely vary from those estimated. Any significant variance could materially affect the estimated
quantities of and present value related to proved reserves disclosed by us, and the actual quantities and present
value may be less than we have previously estimated. In addition, we may adjust estimates of proved reserves to
reflect production history, results of exploration and development activity, prevailing crude oil, natural gas, and
NGL prices, costs to develop and operate properties, and other factors, many of which are beyond our control. Our
properties may also be susceptible to hydrocarbon drainage from production on adjacent properties.
As of December 31, 2011, 33 percent, or 415.2 BCFE, of our estimated proved reserves were proved
undeveloped, and four percent, or 54.3 BCFE, were proved developed non-producing. In order to develop our
proved undeveloped reserves, as of December 31, 2011, we estimate approximately $939 million of capital
expenditures would be required. Production revenues from proved developed non-producing reserves will not be
realized until sometime in the future and after some investment of capital. In order to bring production on-line for
our proved developed non-producing reserves, as of December 31, 2011, we estimate capital expenditures of
approximately $41 million will be deployed in future years. Although we have estimated our proved reserves and
the costs associated with these proved reserves in accordance with industry standards, estimated costs may not be
accurate, development may not occur as scheduled, and actual results may not occur as estimated. A significant
portion of our anticipated capital expenditures for 2012 is directed toward projects that are not yet classified within
the construct of proved reserves as defined by Regulation S-X promulgated by the SEC.
You should not assume that the PV-10 value and standardized measure of discounted future net cash flows
included in this report represent the current market value of our estimated proved crude oil, natural gas, and NGL
reserves. Management has based the estimated discounted future net cash flows from proved reserves on price and
cost assumptions required by the SEC, whereas actual future prices and costs may be materially higher or lower.
31
For example, values of our reserves as of December 31, 2011, were estimated using a calculated 12-month average
sales price of $4.12 per MMBtu of natural gas (NYMEX Henry Hub spot price), $96.19 per Bbl of oil (NYMEX
WTI spot price), and $59.37 per Bbl of NGL (OPIS spot price). We then adjust these base prices to reflect
appropriate basis, quality, and location differentials over that period in estimating our proved reserves. During
2011, our monthly average realized natural gas prices, excluding the effect of derivative cash settlements, were as
high as $4.79 per Mcf and as low as $3.58 per Mcf. For the same period, our monthly average realized crude oil
prices before the effect of derivative cash settlements were as high as $104.75 per Bbl and as low as $78.95 per Bbl,
and were as high as $75.57 per Bbl and as low as $41.14 per Bbl for NGLs. Many other factors will affect actual
future net cash flows, including:
•
•
•
•
amount and timing of actual production;
supply and demand for crude oil, natural gas, and NGLs;
curtailments or increases in consumption by oil purchasers and natural gas pipelines; and
changes in government regulations or taxes, including severance and excise taxes.
The timing of production from oil and natural gas properties and of related expenses affects the timing of
actual future net cash flows from proved reserves, and thus their actual present value. Our actual future net cash
flows could be less than the estimated future net cash flows for purposes of computing the PV-10 value. In
addition, the ten percent discount factor required by the SEC to be used to calculate the PV-10 value for reporting
purposes is not necessarily the most appropriate discount factor given actual interest rates, costs of capital, and
other risks to which our business and the oil and natural gas industry in general are subject.
Proved reserve estimates as of December 31, 2011, 2010, and 2009 have been prepared under the SEC’s
new rules for oil and gas reporting that were effective for fiscal years ending on or after December 31, 2009. These
new rules require SEC reporting companies to prepare their proved reserve estimates using, among other things,
revised reserve definitions and revised pricing based on 12-month unweighted first-day-of-the-month average
pricing, instead of the prior requirement to use pricing at the end of the period. The SEC has released only limited
interpretive guidance regarding reporting of proved reserve estimates under the new rules and may not issue further
interpretive guidance on the new rules in the near future. The interpretation of these rules and their applicability in
different situations remains unclear in many respects. Changing interpretations of the rules or disagreements with
our interpretations could result in revisions to our proved reserve estimates, which could be significant.
Another impact of the SEC rules is a general requirement that, subject to limited exceptions, proved
undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date
of booking. This rule may limit our potential to book additional proved undeveloped reserves as we pursue our
drilling programs. Moreover, we may be required to write down our proved undeveloped reserves if we do not drill
on those reserves within the required five-year timeframe. Substantial downward adjustments to our estimated
proved reserves could have a material adverse effect on our financial condition, results of operations, and operating
cash flows.
Our property acquisitions may not be worth what we paid due to uncertainties in evaluating recoverable reserves
and other expected benefits, as well as potential liabilities.
Successful property acquisitions require an assessment of a number of factors sometimes beyond our
control. These factors include exploration potential, future crude oil, natural gas, and NGL prices, operating costs,
and potential environmental and other liabilities. These assessments are not precise and their accuracy is inherently
uncertain.
In connection with our acquisitions, we typically perform a customary review of the acquired properties
that will not necessarily reveal all existing or potential problems. In addition, our review may not allow us to fully
32
assess the potential deficiencies of the properties. We do not inspect every well, and even when we inspect a well
we may not discover structural, subsurface, or environmental problems that may exist or arise. We may not be
entitled to contractual indemnification for pre-closing liabilities, including environmental liabilities. Normally, we
acquire interests in properties on an “as is” basis with limited remedies for breaches of representations and
warranties.
In addition, significant acquisitions can change the nature of our operations and business if the acquired
properties have substantially different operating and geological characteristics or are in different geographic
locations than our existing properties. To the extent acquired properties are substantially different than our existing
properties, our ability to efficiently realize the expected economic benefits of such acquisitions may be limited.
Integrating acquired properties and businesses involves a number of other special risks, including the risk
that management may be distracted from normal business concerns by the need to integrate operations and systems
as well as retain and assimilate additional employees. Therefore, we may not be able to realize all of the anticipated
benefits of our acquisitions.
We have limited control over the activities on properties we do not operate.
Some of our properties, including a portion of our operations in the Eagle Ford shale in South Texas, are
operated by other companies and involve third-party working interest owners. As a result, we have limited ability to
influence or control the operation or future development of such properties, including the nature and timing of
drilling and operational activities, the operator's skill and expertise, compliance with environmental, safety and
other regulations, the approval of other participants in such properties, the selection and application of suitable
technology, or the amount of capital expenditures that we will be required to fund with respect to such properties.
Moreover, we are dependent on the other working interest owners of such projects to fund their contractual share of
the capital expenditures of such projects. These limitations and our dependence on the operator and other working
interest owners for these projects could cause us to incur unexpected future costs and materially and adversely
affect our financial condition and results of operations.
We rely on third-party service providers to conduct the drilling operations on properties we operate.
Where we are the operator of a property, we rely on third-party service providers to perform the necessary
drilling operations. The ability of third-party service providers to perform such drilling operations will depend on
those service providers' ability to compete for and retain qualified personnel, financial condition, economic
performance, and access to capital, which in turn will depend upon the supply and demand for oil, natural gas
liquids and natural gas, prevailing economic conditions and financial, business and other factors. The failure of a
third-party service provider to adequately perform operations could delay drilling or completion or reduce
production from the property and adversely affect our financial condition and results of operations.
Title to the properties in which we have an interest may be impaired by title defects.
We generally rely on title reports in acquiring oil and gas leasehold interests and obtain title opinions only
on significant properties that we drill. There is no assurance that we will not suffer a monetary loss from title
defects or title failure. Additionally, undeveloped acreage has greater risk of title defects than developed acreage.
Title insurance is not available for oil and gas properties. As is customary in our industry, we rely upon the
judgment of staff and independent landmen who perform the field work of examining records in the appropriate
governmental offices and title abstract facilities before attempting to acquire or place under lease a specific mineral
interest and/or undertake drilling activities. We, in some cases, perform curative work to correct deficiencies in the
marketability of the title to us. Generally, under the terms of the operating agreements affecting our properties, any
monetary loss attributable to a loss of title is to be borne by all parties to any such agreement in proportion to their
interests in such property. A material title defect can reduce the value or render a property worthless, thus adversely
affecting our financial condition, results of operations and operating cash flow if such property is of sufficient
value.
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Exploration and development drilling may not result in commercially producible reserves.
Crude oil and natural gas drilling and production activities are subject to numerous risks, including the risk
that no commercially producible crude oil, natural gas, or associated liquids will be found. The cost of drilling and
completing wells is often uncertain, and crude oil, natural gas or associated liquids drilling and production activities
may be shortened, delayed, or canceled as a result of a variety of factors, many of which are beyond our control.
These factors include:
•
•
•
•
•
•
•
•
•
unexpected drilling conditions;
title problems;
disputes with owners or holders of surface interests on or near areas where we operate;
pressure or geologic irregularities in formations;
engineering and construction delays;
equipment failures or accidents;
hurricanes or other adverse weather conditions;
compliance with environmental and other governmental requirements; and
shortages or delays in the availability of or increases in the cost of drilling rigs and crews, fracture
stimulation crews and equipment, pipe, chemicals, water, sand, and other supplies.
The prevailing prices for crude oil, natural gas, and NGLs affect the cost of and the demand for drilling
rigs, completion and production equipment, and other related services. However, changes in costs may not occur
simultaneously with corresponding changes in commodity prices. The availability of drilling rigs can vary
significantly from region to region at any particular time. Although land drilling rigs can be moved from one region
to another in response to changes in levels of demand, an undersupply of rigs in any region may result in drilling
delays and higher drilling costs for the rigs that are available in that region. In addition, the recent economic and
financial downturn has adversely affected the financial condition of some drilling contractors, which may constrain
the availability of drilling services in some areas.
Another significant risk inherent in our drilling plans is the need to obtain drilling permits from state, local,
and other governmental authorities. Delays in obtaining regulatory approvals and drilling permits, including delays
that jeopardize our ability to realize the potential benefits from leased properties within the applicable lease periods,
the failure to obtain a drilling permit for a well, or the receipt of a permit with unreasonable conditions or costs
could have a materially adverse effect on our ability to explore on or develop our properties.
The wells we drill may not be productive and we may not recover all or any portion of our investment in
such wells. The seismic data and other technologies we use do not allow us to know conclusively prior to drilling a
well if crude oil, natural gas, or NGLs are present, or whether they can be produced economically. The cost of
drilling, completing, and operating a well is often uncertain, and cost factors can adversely affect the economics of
a project. Drilling activities can result in dry holes or wells that are productive but do not produce sufficient net
revenues after operating and other costs to cover initial drilling and completion costs.
Drilling results in our newer shale plays, such as the Eagle Ford and Haynesville shales, may be more
uncertain than results in shale plays that are more developed and have longer established production histories. For
example, our experience with horizontal drilling in these shales, as well as the industry’s drilling and production
history, is more limited than in many shale plays, such as the Barnett or Woodford shales, and we and the industry
34
generally have less information with respect to the ultimate recoverability of reserves and the production decline
rates in these shales than other areas with longer histories of drilling and production. Completion techniques that
have proven to be successful in other shale formations to maximize recoveries are being used in the early
development of these new shales; however, we can provide no assurance of the ultimate success of these drilling
and completion techniques.
In addition, a significant part of our strategy involves increasing our inventory of drilling locations. Such
multi-year drilling inventories can be more susceptible to long-term uncertainties that could materially alter the
occurrence or timing of actual drilling. Because of these uncertainties, we do not know if the potential drilling
locations we have identified will ever be drilled, although we have the present intent to do so, or if we will be able
to produce crude oil, natural gas, or NGLs from these or any other potential drilling locations.
Our future drilling activities may not be successful. Our overall drilling success rate or our drilling success
rate within a particular area may decline. In addition, we may not be able to obtain any options or lease rights in
potential drilling locations that we identify. Although we have identified numerous potential drilling locations, we
may not be able to economically produce oil or natural gas from all of them.
Part of our strategy involves drilling in existing or emerging shale plays using some of the latest available
horizontal drilling and completion techniques. The results of our planned exploratory and delineation drilling in
these plays are subject to drilling and completion technique risks, and drilling results may not meet our
expectations for reserves or production. As a result, we may incur material write-downs, and the value of our
undeveloped acreage could decline if drilling results are unsuccessful.
Many of our operations involve utilizing the latest drilling and completion techniques as developed by us
and our service providers in order to maximize cumulative recoveries and therefore generate the highest possible
returns. Risks that we face while drilling include, but are not limited to, landing our well bore in the desired drilling
zone, staying in the desired drilling zone while drilling horizontally through the formation, running our casing the
entire length of the well bore, and being able to run tools and recover equipment consistently through the horizontal
well bore. Risks that we face while completing our wells include, but are not limited to, being able to fracture
stimulate the planned number of stages, being able to run tools and other equipment the entire length of the well
bore during completion operations, being able to recover such tools and other equipment, and successfully cleaning
out the well bore after completion of the final fracture stimulation.
Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more
wells are drilled and production profiles are established over a sufficiently long time period. If our drilling results
are less than anticipated or we are unable to execute our drilling program because of capital constraints, lease
expirations, limited access to gathering systems and takeaway capacity, and/or prices for crude oil, natural gas, and
NGL decline, then the return on our investment for a particular project may not be as attractive as we anticipated
and we could incur material write-downs of oil and gas properties and the value of our undeveloped acreage could
decline in the future.
Uncertainties associated with enhanced recovery methods may result in us not realizing an acceptable return on
our investments in such projects.
We inject water into formations on some of our properties to increase the production of crude oil, natural
gas, and associated liquids. We may in the future expand these efforts to more of our properties or employ other
enhanced recovery methods in our operations. The additional production and reserves, if any, attributable to the use
of enhanced recovery methods are inherently difficult to predict. If our enhanced recovery methods do not allow
for the extraction of crude oil, natural gas, and associated liquids in a manner or to the extent that we anticipate, we
may not realize an acceptable return on our investments in such projects. In addition, if proposed legislation and
regulatory initiatives relating to hydraulic fracturing become law, the cost of some of these enhanced recovery
methods could increase substantially.
35
Our commodity derivative contract activities may result in financial losses or may limit the prices that we receive
for crude oil, natural gas, and NGL sales.
To mitigate a portion of the exposure to potentially adverse market changes in crude oil, natural gas, and
NGL prices and the associated impact on cash flows, the Company has entered into various derivative contracts.
The Company’s derivative contracts in place include swap and collar arrangements for crude oil, natural gas, and
NGLs. As of December 31, 2011, we were in a net accrued asset position of $31.2 million with respect to our crude
oil, natural gas, and NGL derivative activities. These activities may expose us to the risk of financial loss in certain
circumstances, including instances in which:
•
•
•
our production is less than expected;
one or more counterparties to our commodity derivative contracts default on their contractual
obligations; or
there is a widening of price differentials between delivery points for our production and the delivery
point assumed in the commodity derivative contract arrangement.
The risk of one or more counterparties defaulting on their obligations is heightened by the recent global and
domestic economic and financial downturn affecting many banks and other financial institutions, including our
counterparties and their affiliates. These circumstances may adversely affect the ability of our counterparties to
meet their obligations to us pursuant to derivative transactions, which could reduce our revenues and cash flows
from realized derivative cash settlements. As a result, our financial condition, results of operations, and cash flows
could be materially affected in an adverse way if our counterparties default on their contractual obligations under
our commodity derivative contracts.
In addition, commodity derivative contracts may limit the prices that we receive for our crude oil, natural
gas and NGL sales if crude oil, natural gas, or NGL prices rise substantially over the price established by the
commodity derivative contract.
The inability of customers or co-owners of assets to meet their obligations may adversely affect our financial
results.
Substantially all of our accounts receivable result from crude oil, natural gas, and NGL sales or joint
interest billings to co-owners of oil and gas properties we operate. This concentration of customers and joint
interest owners may impact our overall credit risk because these entities may be similarly affected by various
economic and other conditions, including the recent global and domestic economic and financial downturn.
In addition, for the year ended December 31, 2011, one customer, Regency, individually accounted for
approximately 18 percent of our total production revenue. During 2010 and 2009, we had one customer each year,
Regency and Teppco Crude Oil LLC, individually account for approximately 11 percent and 12 percent,
respectively, of our total production revenue. The loss of one or more of these customers could reduce competition
for our products and negatively impact the prices at which we sell such products.
We have entered into firm transportation contracts that require us to pay fixed amounts of money to our
counterparties regardless of quantities actually shipped, processed, or gathered. If we are unable to deliver the
necessary quantities of natural gas to our counterparties, our results of operations and liquidity could be adversely
affected.
As of December 31, 2011, we were contractually committed to deliver 1,766 Bcf of natural gas and 9
MMbl of oil pursuant to contracts expiring at various dates through 2023. We may enter into additional firm
transportation agreements as our development of our shale plays, including the Eagle Ford and Haynesville shales,
expand. At the current time, we do not have enough proved developed reserves to offset these contractual liabilities,
36
but we intend to develop reserves that will exceed the commitments and therefore do not expect any shortfalls. We
expect our production volumes, as well as that of our competitors, to increase significantly in the Eagle Ford shale.
The use of firm transportation commitments gives us the strategic advantage of priority space in a transportation
pipeline. In the event we encounter delays in drilling and completing our wells or otherwise due to construction,
interruptions of operations, or delays in connecting new volumes to gathering systems or pipelines for an extended
period of time, the requirements to pay for quantities not delivered could have a material impact on our results of
operations and liquidity.
Future crude oil, natural gas, and NGL price declines or unsuccessful exploration efforts may result in write-downs
of our asset carrying values.
We follow the successful efforts method of accounting for our crude oil and natural gas properties. All
property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending
the determination of whether proved reserves have been discovered. If commercial quantities of hydrocarbons are
not discovered with an exploratory well, the costs of drilling the well are expensed.
The capitalized costs of our crude oil, natural gas, and NGL properties, on a depletion pool basis, cannot
exceed the estimated undiscounted future net cash flows of that depletion pool. If net capitalized costs exceed
undiscounted future net revenues, we generally must write down the costs of each depletion pool to the estimated
discounted future net cash flows of that depletion pool. Unproved properties are evaluated at the lower of cost or
fair market value. We incurred an impairment of proved property and impairment of unproved properties totaling
$219.0 million and $7.4 million, respectively, during 2011, $6.1 million and $2.0 million, respectively, during 2010,
and $174.8 million and $45.4 million, respectively, during 2009. Significant further declines in crude oil, natural
gas, or NGL prices in the future or unsuccessful exploration efforts could cause further impairment write-downs of
capitalized costs.
We review the carrying value of our properties for indicators of impairment on a quarterly basis using the
prices in effect as of the end of each quarter. Once incurred, a write-down of oil and natural gas properties cannot
be reversed at a later date, even if crude oil, natural gas, or NGL prices increase.
Lower crude oil, natural gas, or NGL prices could limit our ability to borrow under our credit facility.
Our credit facility has a current commitment amount of $1.0 billion, subject to a borrowing base that the
lenders periodically redetermine based largely on the bank group’s assessment of the value of our crude oil, natural
gas, and NGL properties, which in turn is impacted by crude oil, natural gas, and NGL prices. The current
borrowing base under our credit facility is $1.3 billion. Declines in crude oil, natural gas, or NGL prices in the
future could limit our borrowing base and reduce our ability to borrow under our credit facility. Additionally,
divestitures of properties could result in a reduction of our borrowing base.
Our amount of debt may limit our ability to obtain financing for acquisitions, make us more vulnerable to adverse
economic conditions, and make it more difficult for us to make payments on our debt.
As of December 31, 2011, we had $285.1 million, net of debt discount, of total long-term senior unsecured
debt outstanding under our 3.50% Senior Convertible Notes Due 2027 ("3.50% Senior Convertible Notes"); $350.0
million of long-term senior unsecured debt outstanding relating to our 6.625% Senior Notes that we issued on
February 7, 2011; $350.0 million of long-term senior unsecured debt outstanding relating to our 6.50% Senior
Notes that we issued on November 8, 2011; and no outstanding borrowings under our secured credit facility (other
than two outstanding letters of credit in the aggregate amount of $608,000, which reduce the amount available for
borrowings under the facility on a dollar-for-dollar basis), resulting in $999.4 million of available debt capacity
under our credit facility, assuming the borrowing conditions of this facility were met. Our long-term debt
represented 40 percent of our total book capitalization as of December 31, 2011.
37
Our indebtedness could have important consequences for our operations, including:
• making it more difficult for us to obtain additional financing in the future for our operations and
potential acquisitions, working capital requirements, capital expenditures, debt service, or other general
corporate requirements;
•
•
requiring us to dedicate a substantial portion of our cash flows from operations to the repayment of our
debt and the service of interest costs associated with our debt, rather than to productive investments;
limiting our operating flexibility due to financial and other restrictive covenants, including restrictions
on incurring additional debt, making acquisitions, and paying dividends;
•
placing us at a competitive disadvantage compared to our competitors that have less debt; and
• making us more vulnerable in the event of adverse economic or industry conditions or a downturn in
our business.
Our ability to make payments on our debt and to refinance our debt and fund planned capital expenditures
will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic,
financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not
generate sufficient cash flow from operations or future sufficient borrowings are not available to us under our credit
facility or from other sources, we might not be able to service our debt or fund our other liquidity needs. If we are
unable to service our debt, due to inadequate liquidity or otherwise, we may have to delay or cancel acquisitions,
defer capital expenditures, sell equity securities, divest assets, or restructure or refinance our debt. We might not be
able to sell our equity securities, sell our assets, or restructure or refinance our debt on a timely basis or on
satisfactory terms or at all. In addition, the terms of our existing or future debt agreements, including our existing
and future credit agreements, may prohibit us from pursuing any of these alternatives. Further, changes in the credit
ratings of our debt may negatively affect the cost, terms, conditions, and availability of future financing. The
indenture under our 3.50% Senior Convertible Notes provides that under certain circumstances we have the option
to settle our obligations under these senior convertible notes through the issuance of shares of our common stock if
we so elect.
Our debt agreements, including the agreement governing our credit facility and the indentures governing
the 6.625% Senior Notes and 6.50% Senior Notes, permit us to incur additional debt in the future, subject to
compliance with restrictive covenants under those agreements. In addition, entities we may acquire in the future
could have significant amounts of debt outstanding that we could be required to assume, and in some cases
accelerate repayment thereof, in connection with the acquisition, or we may incur our own significant indebtedness
to consummate an acquisition.
As discussed above, our credit facility is subject to periodic borrowing base redeterminations. We could be
forced to repay a portion of our bank borrowings in the event of a downward redetermination of our borrowing
base, and we may not have sufficient funds to make such repayment at that time. If we do not have sufficient funds
and are otherwise unable to negotiate renewals of our borrowing base or arrange new financing, we may be forced
to sell significant assets.
The agreements governing our debt contain various covenants that limit our discretion in the operation of our
business, could prohibit us from engaging in transactions we believe to be beneficial, and could lead to the
accelerated repayment of our debt.
Our debt agreements contain restrictive covenants that limit our ability to engage in activities that may be in
our long-term best interests. Our ability to borrow under our credit facility is subject to compliance with certain
financial covenants, including (i) maintenance of a quarterly ratio of total debt to consolidated earnings before
interest, taxes, depreciation, amortization, and exploration expense of no greater than 4.0 to 1.0, and (ii)
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maintenance of a current ratio of no less than 1.0 to 1.0, each as defined in our credit facility. Our credit facility
also requires us to comply with certain financial covenants, including requirements that we maintain certain levels
of stockholders’ equity and limit our annual cash dividends to no more than $50.0 million. These restrictions on our
ability to operate our business could seriously harm our business by, among other things, limiting our ability to take
advantage of financings, mergers and acquisitions, and other corporate opportunities.
The respective indentures governing the 6.625% Senior Notes and the 6.50% Senior Notes also contain
covenants that, among other things, limit our ability and the ability of our subsidiaries to:
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incur additional debt;
make certain dividends or pay dividends or distributions on our capital stock or purchase, redeem,
or retire capital stock;
sell assets, including capital stock of our subsidiaries;
restrict dividends or other payments of our subsidiaries;
create liens that secure debt;
enter into transactions with affiliates; and
merge or consolidate with another company.
Our failure to comply with these covenants could result in an event of default that, if not cured or waived,
could result in the acceleration of all or a portion of our indebtedness. We do not have sufficient working capital to
satisfy our debt obligations in the event of an acceleration of all or a significant portion of our outstanding
indebtedness.
We are subject to operating and environmental risks and hazards that could result in substantial losses.
Crude oil and natural gas operations are subject to many risks, including human error and accidents that
could cause personal injury, death and property damage, well blowouts, craterings, explosions, uncontrollable flows
of crude oil, natural gas and associated liquids or well fluids, fires, adverse weather such as hurricanes in the South
Texas & Gulf Coast region, freezing conditions in the Williston Basin of our Rocky Mountain region, floods,
droughts, formations with abnormal pressures, pipeline ruptures or spills, pollution, releases of toxic gas such as
hydrogen sulfide, and other environmental risks and hazards. If any of these types of events occurs, we could
sustain substantial losses.
There is inherent risk of incurring significant environmental costs and liabilities in our operations due to our
current and past generation, handling and disposal of materials, including solid and hazardous wastes and petroleum
hydrocarbons. We may incur joint and several, strict liability under applicable United States federal and state
environmental laws in connection with releases of petroleum hydrocarbons and other hazardous substances at, on,
under or from our leased or owned properties, some of which have been used for natural gas and oil exploration and
production activities for a number of years, often by third parties not under our control. For our non-operated
properties, we are dependent on the operator for operational and regulatory compliance, and could be subject to
liabilities in the event of non-compliance. These properties and the wastes disposed thereon or away from could be
subject to stringent and costly investigatory or remedial requirements under applicable laws, some of which are
strict liability laws without regard to fault or the legality of the original conduct, including the CERCLA or the
Superfund law, the RCRA, the Clean Water Act, the CAA, the OPA, and analogous state laws. Under any
implementing regulations, we could be required to remove or remediate previously disposed wastes (including
wastes disposed of or released by prior owners or operators) or property contamination (including groundwater
contamination), to perform natural resource mitigation or restoration practices, or to perform remedial plugging or
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closure operations to prevent future contamination. In addition, it is not uncommon for neighboring landowners
and other third parties to file claims for personal injury or property damage allegedly caused by the release of
petroleum hydrocarbons or other wastes into the environment. As a result, we may incur substantial liabilities to
third parties or governmental entities, which could reduce or eliminate funds available for exploration,
development, or acquisitions, or cause us to incur losses.
We maintain insurance against some, but not all, of these potential risks and losses. We have significant but
limited coverage for sudden environmental damage. We do not believe that insurance coverage for the full potential
liability that could be caused by sudden environmental damage or insurance coverage for environmental damage
that occurs over time is available at a reasonable cost. In addition, pollution and environmental risks generally are
not fully insurable. Further, we may elect not to obtain other insurance coverage under circumstances where we
believe that the cost of available insurance is excessive relative to the risks to which we are subject. Accordingly,
we may be subject to liability or may lose substantial assets in the event of environmental or other damages. If a
significant accident or other event occurs and is not fully covered by insurance, we could suffer a material loss.
Following the severe Atlantic hurricanes in 2004, 2005, and 2008, the insurance markets suffered
significant losses. As a result, insurance coverage for wind storms has become substantially more expensive, and
future availability and costs of coverage are uncertain.
Our operations are subject to complex laws and regulations, including environmental regulations that result in
substantial costs and other risks.
Federal, state, tribal, and local authorities extensively regulate the oil and natural gas industry. Legislation
and regulations affecting the industry are under constant review for amendment or expansion, raising the possibility
of changes that may become more stringent and, as a result, may affect, among other things, the pricing or
marketing of crude oil, natural gas and NGL production. Noncompliance with statutes and regulations and more
vigorous enforcement of such statutes and regulations by regulatory agencies may lead to substantial administrative,
civil, and criminal penalties, including the assessment of natural resource damages, the imposition of significant
investigatory and remedial obligations and may also result in the suspension or termination of our operations. The
overall regulatory burden on the industry increases the cost to place, design, drill, complete, install, operate, and
abandon wells and related facilities and, in turn, decreases profitability.
Governmental authorities regulate various aspects of drilling for and the production of crude oil, natural
gas, and NGLs, including the permit and bonding requirements of drilling wells, the spacing of wells, the
unitization or pooling of interests in crude oil and natural gas properties, rights-of-way and easements,
environmental matters, occupational health and safety, the sharing of markets, production limitations, plugging,
abandonment, and restoration standards, oil and gas operations, and restoration. Public interest in environmental
protection has increased in recent years, and environmental organizations have opposed, with some success, certain
projects. Under certain circumstances, regulatory authorities may deny a proposed permit or right-of-way grant or
impose conditions of approval to mitigate potential environmental impacts, which could, in either case, negatively
affect our ability to explore or develop certain properties. Federal authorities also may require any of our ongoing
or planned operations on federal leases to be delayed, suspended, or terminated. Any such delay, suspension, or
termination could have a materially adverse effect on our operations.
Our operations are also subject to complex and constantly changing environmental laws and regulations
adopted by federal, state, tribal and local governmental authorities in jurisdictions where we are engaged in
exploration or production operations. New laws or regulations, or changes to current requirements, could result in
material costs or claims with respect to properties we own or have owned. We will continue to be subject to
uncertainty associated with new regulatory interpretations and inconsistent interpretations between state and federal
agencies. Under existing or future environmental laws and regulations, we could incur significant liability,
including joint and several, strict liability under federal, state, and tribal environmental laws for noise emissions and
for discharges of crude oil, natural gas, and associated liquids or other pollutants into the air, soil, surface water, or
groundwater. We could be required to spend substantial amounts on investigations, litigation, and remediation for
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these discharges and other compliance issues. Any unpermitted release of petroleum or other pollutants from our
operations could result not only in cleanup costs, but also natural resources, real or personal property and other
compensatory damages and civil and criminal liability. Existing environmental laws or regulations, as currently
interpreted or enforced, or as they may be interpreted, enforced, or altered in the future, may have a materially
adverse effect on us.
Seasonal weather conditions and lease stipulations adversely affect our ability to conduct drilling activities in some
of the areas where we operate.
Operations in certain of our regions, such as our Rocky Mountain and Permian regions, are adversely
affected by seasonal weather conditions and lease stipulations designed to protect various wildlife. In certain areas
on federal lands, drilling and other oil and natural gas activities can only be conducted during limited times of the
year. This limits our ability to operate in those areas and can intensify competition during those times for drilling
rigs, oil field equipment, services, supplies and qualified personnel, which may lead to periodic shortages. Wildlife
seasonal restrictions may limit access to federal leases or across federal lands. Possible restrictions may include
seasonal restrictions in greater sage-grouse habitat during breeding and nesting seasons, within a certain distance of
active raptor nests during fledging, and in big game winter or parturition ranges during winter or calving seasons.
These constraints and the resulting shortages or high costs could delay our operations and materially increase our
operating and capital costs.
Proposed federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in
increased costs and additional operating restrictions or delays.
Hydraulic fracturing is an essential and common practice in the oil and gas industry used to stimulate
production of oil, natural gas and associated liquids from dense subsurface rock formations. We routinely apply
hydraulic fracturing techniques to many of our oil and natural gas properties, including our unconventional resource
plays in the Granite Wash of Texas and Oklahoma, the Eagle Ford shale of south Texas, and the Bakken/Three
Forks formations in North Dakota. Hydraulic fracturing involves using water, sand, and certain chemicals to
fracture the hydrocarbon-bearing rock formation to allow the flow of hydrocarbons into the wellbore. The process is
typically regulated by state oil and natural gas commissions; however, the EPA has asserted federal regulatory
authority over certain hydraulic fracturing activities involving the use of diesel in the fluid system under the Safe
Drinking Water Act and has begun the process of drafting guidance documents related to this newly asserted
regulatory authority. In addition, legislation has been introduced before Congress, called the Fracturing
Responsibility and Awareness of Chemicals Act, to provide for federal regulation of hydraulic fracturing and to
require disclosure of the chemicals used in the hydraulic fracturing process. If hydraulic fracturing is regulated at
the federal level, our fracturing activities could become subject to additional permit or disclosure requirements or
operational restrictions and also to associated permitting delays, litigation risk, and potential cost increases.
Certain states that we operate in, including Pennsylvania, Texas, and Wyoming, have adopted, and other
states are considering adopting, regulations that could impose more stringent permitting, public disclosure, waste
disposal, and well construction requirements on hydraulic fracturing operations or otherwise seek to ban fracturing
activities altogether. For example, Texas adopted a law in June 2011 requiring disclosure to the Railroad
Commission of Texas ("RCT") and the public of certain information regarding the components and volume of water
used in the hydraulic fracturing process. In addition to state laws, local land use restrictions, such as city ordinances,
may restrict or prohibit the performance of drilling in general and/or hydraulic fracturing in particular. In the event
state, local, or municipal legal restrictions are adopted in areas where we are currently conducting, or in the future
plan to conduct operations, we may incur additional costs to comply with such requirements that may be significant
in nature, experience delays or curtailment in the pursuit of exploration, development, or production activities, and
perhaps even be precluded from the drilling and/or completion of wells.
There are certain governmental reviews either underway or being proposed that focus on environmental
aspects of hydraulic fracturing practices. The White House Council on Environmental Quality is coordinating a
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review of hydraulic fracturing practices, and a committee of the United States House of Representatives has
conducted an investigation of hydraulic fracturing practices. Furthermore, a number of federal agencies are
analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing.
The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on drinking water
and groundwater, with initial results expected to be available by late 2012 and final results by 2014. In addition, the
United States Department of Energy is conducting an investigation into practices the agency could recommend to
better protect the environment from drilling using hydraulic fracturing completion methods. Also, the United States
Department of the Interior is developing disclosure requirements or other mandates for hydraulic fracturing on
federal lands.
Additionally, certain members of Congress have called upon the United States Government Accountability
Office to investigate how hydraulic fracturing might adversely affect water resources, the United States Securities
and Exchange Commission to investigate the natural gas industry and any possible misleading of investors or the
public regarding the economic feasibility of pursuing natural gas deposits in shales by means of hydraulic
fracturing, and the United States Energy Information Administration to provide a better understanding of that
agency's estimates regarding natural gas reserves, including reserves from shale formations, as well as uncertainties
associated with those estimates. These ongoing or proposed studies, depending on their course and outcomes, could
spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act or other regulatory
processes.
Further, on July 28, 2011, the EPA issued proposed rules that would subject all oil and gas operations
(production, processing, transmission, storage, and distribution) to regulation under the New Source Performance
Standards ("NSPS") and National Emission Standards for Hazardous Air Pollutants ("NESHAPS") programs. The
EPA proposed rules also include NSPS standards for completions of hydraulically fractured gas wells. These
standards include the reduced emission completion ("REC") techniques developed in EPA's Natural Gas STAR
program along with the pit flaring of gas not sent to the gathering line. The standards would be applicable to newly
drilled and fractured wells as well as existing wells that are refractured. Further, the proposed regulations under
NESHAPS include maximum achievable control technology ("MACT") standards for those glycol dehydrators and
storage vessels at major sources of hazardous air pollutants not currently subject to MACT standards. We are
currently evaluating the effect these proposed rules could have on our business. Final action on the proposed rules is
expected by March or April, 2012.
Increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition,
including litigation, to oil and gas production activities using hydraulic fracturing techniques. Disclosure of
chemicals used in the hydraulic fracturing process could make it easier for third parties opposing such activity to
pursue legal proceedings against producers and service providers based on allegations that specific chemicals used
in the fracturing process could adversely affect human health or the environment, including groundwater.
Additional legislation or regulation could also lead to operational delays or increased costs in the exploration for
and production of oil, natural gas, and associated liquids, including from the development of shale plays, or could
make it more difficult to perform hydraulic fracturing. The adoption of additional federal, state, or local laws, or the
implementation of regulations regarding hydraulic fracturing could potentially cause a decrease in the completion of
new oil and gas wells, increased compliance costs and delays, which could adversely affect our financial position,
results of operations, and cash flows.
On October 20, 2011, the EPA announced a schedule for development of standards for disposal of
wastewater produced from shale gas operations to publicly owned treatment works ("POTWs"). The regulations
will be developed under the EPA's Effluent Guidelines Program under the authority of the Clean Water Act. The
EPA anticipates issuing the proposed rules in 2014.
Our ability to produce crude oil, natural gas, and associated liquids economically and in commercial quantities
could be impaired if we are unable to acquire adequate supplies of water for our drilling operations and/or
completions or are unable to dispose of or recycle the water we use at a reasonable cost and in accordance with
applicable environmental rules.
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The hydraulic fracturing process on which we depend to drill for commercial quantities of crude oil, natural
gas, and associated liquids requires the use and disposal of significant quantities of water.
Our inability to secure sufficient amounts of water, or to dispose of or recycle the water used in our
operations, could adversely impact our operations. Moreover, the imposition of new environmental initiatives and
regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or
disposal of wastes, including, but not limited to, produced water, drilling fluids, and other wastes associated with
the exploration, development, or production of natural gas.
Compliance with environmental regulations and permit requirements governing the withdrawal, storage,
and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating
costs and cause delays, interruptions, or termination of our operations, the extent of which cannot be predicted, all
of which could have an adverse effect on our operations and financial condition.
Certain United States federal income tax deductions currently available with respect to oil and natural gas
exploration and production may be eliminated as a result of future legislation.
On September 12, 2011, President Obama sent to Congress a legislative package that included proposed
legislation that, if enacted into law, would eliminate certain key United States federal income tax incentives
currently available to oil and natural gas exploration and production companies. These changes include, among
other proposals:
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the repeal of the percentage depletion allowance for oil and natural gas properties;
the elimination of current deductions for intangible drilling and development costs;
the elimination of the deduction for certain domestic production activities; and
an extension of the amortization period for certain geological and geophysical expenditures.
These proposals also were included in President Obama's Proposed Fiscal Year 2012 Budget. It is unclear
whether these or similar changes will be enacted. The passage of this legislation or any similar changes in federal
income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to oil
and natural gas exploration and development. Any such changes could have an adverse effect on our financial
position, results of operations and cash flows.
Legislative and regulatory initiatives related to global warming and climate change could have an adverse effect on
our operations and the demand for crude oil, natural gas, and NGLs.
In December 2009, the EPA determined that emissions of carbon dioxide, methane, and other "greenhouse
gases" present an endangerment to public health and the environment because emissions of such gases are,
according to the EPA, contributing to warming of the earth's atmosphere and other climatic changes. Based on these
findings, the EPA has begun adopting and implementing a comprehensive suite of regulations to restrict emissions
of greenhouse gases under existing provisions of the CAA. For example, the EPA has adopted two sets of rules
regulating greenhouse gas emissions under the CAA, one of which requires a reduction in emissions of greenhouse
gases from motor vehicles and the other regulates the permitting and emissions of greenhouse gases from certain
large stationary sources, effective January 2, 2011. The EPA has also adopted rules requiring the reporting of
greenhouse gas emissions from specified large greenhouse gas emission sources in the United States, including
petroleum refineries, on an annual basis, beginning in 2011 for emissions occurring after January 1, 2010, as well as
certain onshore oil and natural gas production facilities, on an annual basis, beginning in 2012 for emissions
occurring in 2011. In the courts, several cases are pending that may increase the risk of claims being filed against
companies that have significant greenhouse gas emissions. Such cases seek to challenge air emissions permits that
greenhouse gas emitters apply for and seek to force emitters to reduce their emissions or seek damages for alleged
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climate change impacts to the environment, people, and property. Any laws or regulations that restrict or reduce
emissions of greenhouse gases could require us to incur increased operating and compliance costs, and could have
an adverse effect on demand for the oil and natural gas that we produce.
In addition, the United States Congress has from time to time considered adopting legislation to reduce
emissions of greenhouse gases, and almost one-half of the states have already taken legal measures to reduce
emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories
and/or regional greenhouse gas cap and trade programs. Most of these cap and trade programs work by requiring
major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and gas
processing plants, to acquire and surrender emission allowances. The number of allowances available for purchase
is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal.
The adoption of legislation or regulatory programs to reduce emissions of greenhouse gases could require
us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire
emissions allowances, or comply with new regulatory or reporting requirements. Any such legislation or regulatory
programs could also increase the cost of consuming, and thereby reduce demand for, the oil, gas, and NGLs we
produce. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an
adverse effect on our business, financial condition, and results of operations. Finally, it should be noted that some
scientists have predicted that increasing concentrations of greenhouse gases in the earth's atmosphere may produce
climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts,
and floods and other climatic events. If such effects were to occur, our operations could be adversely affected.
Potential adverse effects could include disruption of our production activities, including, for example, damages to
our facilities from flooding or increases in our costs of operation or reductions in the efficiency of our operations, as
well as potentially increased costs for insurance coverage in the aftermath of such effects. Significant physical
effects of climate change could also have an indirect effect on our financing and operations by disrupting the
transportation or process related services provided by midstream companies, service companies or suppliers with
whom we have a business relationship. We may not be able to recover through insurance some or any of the
damages, losses or costs that may result from potential physical effects of climate change.
Current or proposed financial legislation and rulemaking could have an adverse effect on our ability to use
derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our
business.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which was
signed into law on July 21, 2010, establishes, among other provisions, federal oversight and regulation of the over-
the-counter derivatives market and entities that participate in that market. The Commodities Futures Trading
Commission (the "CFTC") is required to implement rules relating to these activities by July 16, 2012. On October
18, 2011, the CFTC approved regulations to set position limits for certain futures and option contracts in the major
energy markets, which regulations are presently being challenged in federal court by the Securities Industry
Financial Markets Association and the International Swaps and Derivatives Association. The Dodd-Frank Act may
also require us to comply with margin requirements and with certain clearing and trade execution requirements in
our derivative activities, although the application of those provisions to us is uncertain at this time. The financial
reform legislation may also require the counterparties to our derivative instruments to spin off some of their
derivatives activities to separate entities, which may not be as creditworthy as the current counterparties.
The Dodd-Frank Act and any new regulations could significantly increase the cost of derivative contracts
(including through requirements to post collateral, which could adversely affect our available liquidity), materially
alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter,
reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less
creditworthy counterparties. If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations,
our results of operations may become more volatile and our cash flows may be less predictable, which could
adversely affect our ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in
part, to reduce the volatility of oil and gas prices, which some legislators attributed to speculative trading in
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derivatives and commodity instruments related to oil and gas. Our revenues could therefore be adversely affected if
a consequence of the Dodd-Frank Act and regulations is to lower commodity prices. Any of these consequences
could have a material adverse effect on our consolidated financial position, results of operations and cash flows.
Our ability to sell crude oil, natural gas and NGLs, and/or receive market prices for our production, may be
adversely affected by constraints on gathering systems, processing facilities, pipelines and other transportation
systems owned or operated by others or by other interruptions.
The marketability of our crude oil, natural gas, and NGL production depends in part on the availability,
proximity, and capacity of gathering systems, processing facilities, and pipeline and other transportation systems
owned or operated by third parties. The lack of available capacity in these systems and facilities can result in the
shutting-in of producing wells, the delay or discontinuance of development plans for our properties, or lower price
realizations. Although we have some contractual control over the processing and transportation of our production,
material changes in these business relationships could materially affect our operations. Federal and state regulation
of crude oil, natural gas, and NGLs production and transportation, tax and energy policies, changes in supply and
demand, pipeline pressures, damage to or destruction of pipelines, infrastructure or capacity constraints, and general
economic conditions could adversely affect our ability to produce, gather, process, and transport crude oil, natural
gas, and NGLs.
In particular, if drilling in the Eagle Ford shale, Haynesville shale, Bakken/Three Forks resource play, and
Granite Wash resource play continues to be successful, the amount of crude oil, natural gas, and NGLs being
produced by us and others could exceed the capacity of, and result in strains on, the various gathering and
transportation systems, pipelines, processing facilities, and other infrastructure available in these areas. It will be
necessary for additional infrastructure, pipelines, gathering and transportation systems and processing facilities to
be expanded, built or developed to accommodate anticipated production from these areas. Because of the current
economic climate, certain processing, pipeline, and other gathering or transportation projects that might be, or are
being, considered for these areas may not be developed timely or at all due to lack of financing or other constraints.
In addition, capital and other constraints could limit our ability to build or access intrastate gathering and
transportation systems necessary to transport our production to interstate pipelines or other points of sale or
delivery. In such event, we might have to delay or discontinue development activities or shut in our wells to wait for
sufficient infrastructure development or capacity expansion and/or sell production at significantly lower prices,
which would adversely affect our results of operations and cash flows.
A portion of our production in any region may be interrupted, or shut in, from time to time for numerous
reasons, including as a result of weather conditions, accidents, loss of pipeline, gathering, processing or
transportation system access or capacity, field labor issues or strikes, or we might voluntarily curtail production in
response to market conditions. If a substantial amount of our production is interrupted at the same time, it could
temporarily adversely affect our cash flows and results of operations.
New technologies may cause our current exploration and drilling methods to become obsolete.
The oil and gas industry is subject to rapid and significant advancements in technology, including the
introduction of new products and services using new technologies. As competitors use or develop new technologies,
we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new
technologies at a substantial cost. In addition, competitors may have greater financial, technical, and personnel
resources that allow them to enjoy technological advantages and may in the future allow them to implement new
technologies before we can. One or more of the technologies that we currently use or that we may implement in the
future may become obsolete. We cannot be certain that we will be able to implement technologies on a timely basis
or at a cost that is acceptable to us. If we are unable to maintain technological advancements consistent with
industry standards, our operations and financial condition may be adversely affected.
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Our business could be negatively impacted by security threats, including cybersecurity threats, terrorism, armed
conflict, and other disruptions.
As a crude oil, natural gas, and NGL producer, we face various security threats, including cybersecurity
threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the
safety of our employees; threats to the security of our facilities and infrastructure or third party facilities and
infrastructure, such as processing plants and pipelines; and threats from terrorist acts. Although we utilize various
procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no
assurance that these procedures and controls will be sufficient in preventing security threats from materializing. If
any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure,
personnel or capabilities essential to our operations and could have a material adverse effect on our reputation,
financial position, results of operations, or cash flows.
Cybersecurity attacks in particular are evolving and include but are not limited to, malicious software,
attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in
critical systems, unauthorized release of confidential or otherwise protected information and corruption of data.
These events could damage our reputation and lead to financial losses from remedial actions, loss of business or
potential liability.
The threat of terrorism and the impact of military and other action have caused instability in world financial
markets and could lead to increased volatility in prices for crude oil, natural gas, and NGLs, all of which could
adversely affect the markets for our operations. Energy assets might be specific targets of terrorist attacks. These
developments have subjected our operations to increased risk and, depending on their occurrence and ultimate
magnitude, could have a material adverse effect on our business.
Risks Related to Our Common Stock
The price of our common stock may fluctuate significantly, which may result in losses for investors.
From January 1, 2011, to February 16, 2012, the closing daily sale price of our common stock as reported
by the New York Stock Exchange ranged from a low of $56.04 per share in January 2011 to a high of $86.85 per
share in October 2011. We expect our stock to continue to be subject to fluctuations as a result of a variety of
factors, including factors beyond our control. These factors include:
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changes in crude oil, natural gas, or NGL prices;
variations in drilling, recompletion, and operating activity;
changes in financial estimates by securities analysts;
changes in market valuations of comparable companies;
additions or departures of key personnel;
future sales of our common stock; and
changes in the national and global economic outlook.
We may not meet the expectations of our stockholders and/or of securities analysts at some time in the
future, and our stock price could decline as a result.
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Our certificate of incorporation and by-laws have provisions that discourage corporate takeovers and could
prevent stockholders from receiving a takeover premium on their investment.
Our certificate of incorporation and by-laws contain provisions that may have the effect of delaying or
preventing a change of control. These provisions, among other things, provide for non-cumulative voting in the
election of members of the Board of Directors and impose procedural requirements on stockholders who wish to
make nominations for the election of directors or propose other actions at stockholder meetings. These provisions,
alone or in combination with each other, may discourage transactions involving actual or potential changes of
control, including transactions that otherwise could involve payment of a premium over prevailing market prices to
stockholders for their common stock.
Shares eligible for future sale may cause the market price of our common stock to drop significantly, even if our
business is doing well.
The potential for sales of substantial amounts of our common stock in the public market may have a
materially adverse effect on our stock price. As of February 16, 2012, 64,068,540 shares of our common stock were
freely tradable without substantial restriction or the requirement of future registration under the Securities Act of
1933. Also as of that date, options to purchase 458,263 shares of our common stock were outstanding, all of which
were exercisable. These options are exercisable at prices ranging from $10.86 to $20.87 per share. In addition,
restricted stock units (“RSUs”) providing for the issuance of up to a total of 308,412 shares of our common stock
and 1,230,814 performance share units ("PSUs") were outstanding. PSUs are structurally the same as the
previously granted Performance Share Awards or ("PSAs") (collectively known as "Performance Share Units" or
"PSUs"). The PSUs represent the right to receive, upon settlement of the PSUs after the completion of a three-year
performance period, a number of shares of our common stock that may be from zero to two times the number of
PSUs granted, depending on the extent to which the underlying performance criteria have been achieved and the
extent to which the PSUs have vested. In addition, we may issue additional shares of our common stock in
connection with a put or conversion of our 3.50% Senior Convertible Notes. As of February 16, 2012, there were
64,114,366 shares of our common stock outstanding, which is net of 81,067 treasury shares.
We may not always pay dividends on our common stock.
Payment of future dividends remains at the discretion of the Board of Directors, and will continue to
depend on our earnings, capital requirements, financial condition, and other factors. In addition, the payment of
dividends is subject to a covenant in our credit facility limiting our annual cash dividends to no more than $50.0
million, and to covenants in the indentures for our 6.625% Senior Notes and 6.50% Senior Notes that limit our
ability to pay dividends beyond a certain amount. Our Board of Directors may determine in the future to reduce the
current semi-annual dividend rate of $0.05 per share, or discontinue the payment of dividends altogether.
47
ITEM 1B.
UNRESOLVED STAFF COMMENTS
We have no unresolved comments from the SEC staff regarding our periodic or current reports under the
Securities Exchange Act of 1934.
ITEM 3.
LEGAL PROCEEDINGS
From time to time, we may be involved in litigation relating to claims arising out of our operations in the
normal course of business. As of the filing date of this report, no legal proceedings are pending against us that we
believe individually or collectively could have a materially adverse effect upon our financial condition, results of
operations or cash flows.
We note that approximately 22,000 acres of our approximately 196,000 net acres in the Eagle Ford shale
play in South Texas are the subject of a lawsuit captioned W.H. Sutton, et al. vs. St. Mary Land & Exploration Co.,
et al. instituted in the District Court of Webb County in and for the 49th Judicial District of Texas on May 13, 2010.
The plaintiffs claim an aggregate overriding royalty interest of 7.46875% in production attributable to a 1966 oil,
gas and mineral lease, and that such overriding royalty interest attaches to subsequent leases currently affecting the
acreage that is the subject of the lawsuit, which had been released from the 1966 lease. At the original lease date,
the 1966 lease was executed for approximately 40,000 acres. The plaintiffs seek to quiet title to their claimed
overriding royalty interest and the recovery of unpaid overriding royalty interest proceeds allegedly due. We
believe that the claimed overriding royalty interest has been terminated under the governing agreements and the
applicable law, and have contested the plaintiffs’ claims. Both parties filed motions for summary judgment, and on
February 8, 2011, the District Court issued an order granting plaintiffs’ motion for summary judgment and denying
our motion for summary judgment. The order granting plaintiffs’ motion for summary judgment did not award
damages but reserved such determination for final order. We believe that the summary judgment is incorrect under
the governing agreements and applicable law, and we have appealed the court's ruling. On September 30, 2011, the
District Court entered final judgment for the plaintiffs and awarded damages of approximately $5.1 million, which
includes prejudgment interest. The District Court also awarded attorneys fees and costs. We have appealed the
District Court's judgment and obtained a stay pending appeal that prevents the plaintiffs from executing on the
judgment.
We believe this lawsuit is entirely without merit and we will continue to vigorously contest this litigation.
However, we cannot predict the ultimate outcome of this lawsuit. If the plaintiffs were to ultimately prevail, the
overriding royalty interest would have the effect of reducing our net revenue interest in the affected acreage, which
would negatively impact our economics in this portion of our acreage, but we do not believe would have a material
adverse effect upon our financial condition, results of operations, or cash flows. For a more detailed discussion of
our Eagle Ford shale play, see Core Operational Areas, South Texas & Gulf Coast Region in Part I, Items 1 and 2
of this report.
We recently filed, in Webb County, Texas, a declaratory judgment action, captioned SM Energy Company
vs. W.H. Sutton, et al., seeking a judgment declaring that the 1966 lease terminated with respect to the remaining
18,000 acres, based upon a failure of continuous development, and that any overriding royalty interest claimed by
the defendants' has been extinguished.
ITEM 4.
MINE SAFETY DISCLOSURES
These disclosures are not applicable to us.
48
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information. Our common stock is currently traded on the New York Stock Exchange under the
ticker symbol “SM”. The following table presents the range of high and low intraday sales prices per share for the
indicated quarterly periods in 2011 and 2010, as reported by the New York Stock Exchange:
Quarter Ended
December 31, 2011
September 30, 2011
June 30, 2011
March 31, 2011
December 31, 2010
September 30, 2010
June 30, 2010
March 31, 2010
$
$
High
88.50
85.55
78.55
75.00
59.82
44.93
49.13
38.18
$
$
Low
53.45
60.52
61.37
54.59
37.30
33.80
35.29
30.70
PERFORMANCE GRAPH
The following performance graph compares the cumulative return on our common stock, for the period
beginning December 31, 2006, and ending on December 31, 2011, with the cumulative total returns of the Dow
Jones U.S. Exploration and Production Board Index, and the Standard & Poor’s 500 Stock Index.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
The preceding information under the caption Performance Graph shall be deemed to be furnished, but not
filed with the Securities and Exchange Commission.
Holders. As of February 16, 2012, the number of record holders of SM Energy's common stock was 90.
Based upon inquiry, SM Energy had approximately 35,800 beneficial owners of its common stock in 2011.
Dividends. We have paid cash dividends to our stockholders every year since 1940. Annual dividends of
$0.05 per share were paid in each of the years 1998 through 2004. Annual dividends of $0.10 per share were paid
49
in 2005 through 2011. We expect that our practice of paying dividends on our common stock will continue,
although the payment of future dividends will continue to depend on our earnings, cash flow, capital requirements,
financial condition, and other factors, including the discretion of our Board of Directors. In addition, the payment
of dividends is subject to covenants in our credit facility that limit our annual dividend payment to no more than
$50.0 million per year. We are also subject to certain covenants under our 6.625% Senior Notes and 6.50% Senior
Notes that restrict certain payments, including dividends; provided, however, the first $6.5 million of dividends paid
each year are not restricted by this covenant. Based on our current performance, we do not anticipate that these
covenants will restrict future annual dividend payments of $0.10 per share of common stock. Dividends are
currently paid on a semi-annual basis. Dividends paid totaled $6.4 million in 2011 and $6.3 million in 2010.
Restricted Shares. We have no restricted shares outstanding as of December 31, 2011, aside from Rule 144
restrictions on shares held by insiders and shares issued to members of the Board of Directors under our Equity
Incentive Compensation Plan (“Equity Plan”).
Purchases of Equity Securities by the Issuer and Affiliated Purchasers. The following table provides
information about purchases by the Company and any affiliated purchaser (as defined in Rule 10b-18(a)(3) under
the Exchange Act) during the indicated quarters and year ended December 31, 2011, of shares of the Company’s
common stock, which is the sole class of equity securities registered by the Company pursuant to Section 12 of the
Exchange Act.
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number
of Shares
Purchased(1)
Average Price
Paid per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced
Program
Maximum
Number of Shares
that May Yet be
Purchased Under
the Program(2)
January 1, 2011 –
March 31, 2011
April 1, 2011 -
June 30, 2011
July 1, 2011 -
September 30, 2011
October 1, 2011 -
October 31, 2011
November 1, 2011 -
November 30, 2011
December 1, 2011 -
December 31, 2011
Total October 1, 2011 -
December 31, 2011
Total
8,878
—
123,504
—
88
—
88
132,470
$
$
$
$
$
$
$
$
72.47
—
75.49
—
78.92
—
78.92
75.29
—
—
—
—
—
—
—
—
3,072,184
3,072,184
3,072,184
3,072,184
3,072,184
3,072,184
3,072,184
3,072,184
(1) All shares purchased in 2011 were to offset tax withholding obligations that occur upon the delivery of outstanding shares
underlying RSUs and PSUs delivered under the terms of grants under the Equity Plan.
(2) In July 2006, our Board of Directors approved an increase in the number of shares that may be repurchased under the
original August 1998 authorization to 6,000,000 as of the effective date of the resolution. Accordingly, as of the date of this
filing, we may repurchase up to 3,072,184 shares of common stock on a prospective basis. The shares may be repurchased
from time to time in open market transactions or privately negotiated transactions, subject to market conditions and other
factors, including certain provisions of our credit facility, the indentures governing our 6.625% Senior Notes and 6.50%
Senior Notes and compliance with securities laws. Stock repurchases may be funded with existing cash balances, internal
cash flow, or borrowings under our credit facility. The stock repurchase program may be suspended or discontinued at any
time. Please refer to Dividends above for a description of our dividend limitations.
50
ITEM 6.
SELECTED FINANCIAL DATA
The following table sets forth selected supplemental financial and operating data for us as of the dates and
periods indicated. The financial data for each of the five years presented were derived from our consolidated
financial statements. The following data should be read in conjunction with Management’s Discussion and Analysis
of Financial Condition and Results of Operations in Part II, Item 7 of this report, which includes a discussion of
factors materially affecting the comparability of the information presented, and in conjunction with our
consolidated financial statements included in this report.
Total operating revenues
Net income (loss)
Net income (loss) per share:
Basic
Diluted
Total assets at year-end
Long-term debt:
Line of credit
3.50% Senior Convertible
Notes, net of debt discount
6.625% Senior Notes
6.50% Senior Notes
Cash dividends declared and
paid per common share
$
$
$
$
$
$
$
$
$
$
2011
1,603.3
215.4
3.38
3.19
3,799.0
—
285.1
350.0
350.0
0.10
$
$
$
$
$
$
$
$
$
$
2007
990.1
187.1
3.02
2.90
2,572.9
285.0
251.1
—
—
0.10
$
$
$
$
$
$
$
$
$
$
Years Ended December 31,
2009
2010
(in millions, except per share data)
1,092.8
196.8
832.2
(99.4)
$
$
$
$
2008
1,301.3
87.3
3.13
3.04
2,744.3
48.0
275.7
—
—
0.10
$
$
$
$
$
$
$
$
(1.59)
(1.59)
2,360.9
188.0
266.9
—
—
0.10
$
$
$
$
$
$
$
$
1.40
1.38
2,697.2
300.0
258.7
—
—
0.10
51
Supplemental Selected Financial and Operations Data
2011
Years Ended December 31,
2009
2008
2010
2007
Balance Sheet Data (in millions)
Total working capital (deficit)
Total stockholders’ equity
Weighted-average common shares
outstanding (in thousands)
Basic
Diluted
Reserves
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
BCFE
Production and Operational (in millions)
Oil, gas, and NGL production revenues
Oil, gas, and NGL production expenses
DD&A
General and administrative
Production Volumes
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
BCFE
Realized price
Oil (per Bbl)
Gas (per Mcf)
NGL (per Bbl)
Adjusted price (net of derivative cash
settlements)
Oil (per Bbl)
Gas (per Mcf)
NGL (per Bbl)
Expense per MCFE
LOE
Transportation
Production taxes
DD&A
General and administrative
Statement of Cash Flow Data (in millions)
Provided by operations
(Used in) investing
Provided by (used in) financing
$
$
(42.6)
1,462.9
$
$
(227.4)
1,218.5
$
$
(87.6)
973.6
$
$
15.2
1,162.5
$
$
(92.6)
902.6
63,755
67,564
71.7
664.0
27.5
1,259.2
1,332.4
290.1
511.1
118.5
8.1
100.3
3.5
169.7
88.23
4.32
53.32
78.89
4.80
47.90
0.88
0.51
0.32
3.01
0.70
760.5
(1,264.9)
618.5
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
62,969
64,689
62,457
62,457
57.4
640.0
—
984.5
836.3
195.1
336.1
106.7
6.4
71.9
—
110.0
72.65
5.21
—
66.85
6.05
—
1.10
0.19
0.48
3.06
0.97
497.1
(361.6)
(141.1)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
53.8
449.5
—
772.2
616.0
206.8
304.2
76.0
6.3
71.1
—
109.1
54.40
3.82
—
56.74
5.59
—
1.33
0.19
0.37
2.79
0.70
436.1
(304.1)
(127.5)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
62,243
63,133
51.4
557.4
—
865.5
1,259.4
271.4
314.3
79.5
6.6
74.9
—
114.6
92.99
8.60
—
75.59
8.79
—
1.46
0.19
0.71
2.74
0.69
679.2
(673.8)
(42.8)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
61,852
64,850
78.8
613.5
—
1,086.5
912.1
218.2
227.6
60.1
6.9
66.1
—
107.5
67.56
6.74
—
62.60
7.63
—
1.31
0.14
0.58
2.12
0.56
632.1
(805.1)
215.1
Note: Prior to 2011, we reported our natural gas production as a single stream of rich gas measured at the well head.
Beginning in the first quarter of 2011, we changed our reporting for natural gas volumes to separately show natural gas and
NGL production volumes, revenues, and pricing consistent with title transfer for each product. Please refer to additional
discussion above under the caption Oil, Gas, and NGL Prices in Part II, Item 7 of this report.
52
ITEM 7.
RESULTS OF OPERATIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
This discussion includes forward-looking statements. Please refer to Cautionary Information about
Forward-Looking Statements in Part I, Items 1 and 2 of this report for important information about these types of
statements.
Overview of the Company
General Overview
We are an independent energy company engaged in the acquisition, exploration, development, and
production of oil, gas, and NGLs in onshore North America. Our assets include leading positions in the Eagle Ford
shale and Bakken/Three Forks resource plays, as well as meaningful positions in the Granite Wash, Haynesville
shale, and Woodford shale resource plays. We have built a portfolio of onshore properties in the contiguous United
States primarily through early entrance into existing and emerging resource plays. This portfolio is comprised of
properties with established production and reserves, prospective drilling opportunities, and unconventional resource
prospects. We believe our strategy provides for stable and predictable production and reserve growth. Furthermore,
by entering these plays early, we believe that we can capture larger resource potential at a lower cost.
In general, we generate almost all of our revenues and cash flows from the sale of produced oil, gas and
NGLs. In 2011, we also generated meaningful gains and cash proceeds from the divestiture of oil and gas
properties. Please refer to the discussion below under 2011 Highlights.
Our business strategy is focused on the early capture of resource plays in order to create and then enhance
value for our shareholders, while maintaining a strong balance sheet. We strive to leverage industry leading
exploration and leasehold acquisition teams to quickly acquire and test new resource play concepts at a reasonable
cost. Once we have captured potential value through these efforts, our goal is to develop such potential through top
tier operational and project execution, and as appropriate, mitigate our risk in asset development by divesting of all
or a portion of certain assets. We continually examine our portfolio for opportunities to improve the quality of our
asset base in order to maximize our returns and preserve our financial strength.
In 2011 we had the following financial and operational results:
• At year-end 2011, we had estimated proved reserves of 1,259.2 BCFE, of which 53 percent was natural
gas and 67 percent was characterized as proved developed. We added 526.1 BCFE from our drilling
program, the majority of which related to our activity in the Eagle Ford shale in South Texas, the
Bakken/Three Forks plays in North Dakota, and the Haynesville Shale in East Texas. We sold 93.1
BCFE of proved reserves during the year related to assets located primarily in our South Texas & Gulf
Coast region. We had negative price revisions that decreased our estimated proved reserves by 25.3
BCFE due to lower commodity prices in our gas-weighted regions. The prices used in the calculation
of proved reserve estimates as of December 31, 2011, were $96.19 per Bbl, $4.12 per MMBtu, and
$59.37 per Bbl, for oil, natural gas, and NGLs, respectively. These prices were 21 percent higher for oil
and six percent lower for natural gas than the prices used at year-end 2010. Performance revisions in
2011 resulted in a net 36.8 BCFE increase in our estimate of proved reserves. This increase includes
the impact of our conversion to three stream production, which is partially offset by negative
engineering revisions due primarily to the failure of Woodford shale wells in our Mid-Continent region
to satisfy our internal economic hurdles due to current commodity prices and well costs.
• The PV-10 value of our estimated proved reserves was $3.5 billion as of December 31, 2011, compared
with $2.3 billion as of December 31, 2010. The after tax value, represented by the standardized
53
measure calculation, was $2.6 billion as of December 31, 2011, compared with $1.7 billion as of
December 31, 2010. The standardized measure calculation is presented in the Supplemental Oil and
Gas Information section located in Part II, Item 8 of this report. A reconciliation between the PV-10
reserve value and the after tax value is shown under Reserves in Part I, Items 1 and 2 of this report.
• We had record production in 2011. Our average daily production in 2011 was 274.8 MMcf of gas, 22.1
MBbl of oil, and 9.6 MBbl of NGLs, for an average equivalent production rate of 465.0 MMCFE,
compared with 301.4 MMCFE in 2010, an increase of 54 percent year over year.
• We had record net income of $215.4 million and diluted earnings per share of $3.19 for the year ended
December 31, 2011. This compares with net income of $196.8 million, or $3.04 per diluted share, for
the year ended December 31, 2010.
• We had record cash flow from operating activities of $760.5 million for the year ended December 31,
2011, compared with $497.1 million as of December 31, 2010, which was an increase of 53 percent
year over year.
• Costs incurred for oil and gas producing activities for the year ended December 31, 2011, were $1.6
billion, compared with $877.4 million for the same period in 2010.
Reserve Replacement, Finding and Development Costs, and Growth
Like all oil and gas exploration and production companies, we face the challenge of growing proved
reserves. An exploration and production company depletes part of its asset base with each unit of oil, gas, or NGL
it produces. Our future growth will depend on our ability to organically and economically add reserves in excess of
production.
The following table provides various reserve replacement and finding and development cost metrics for the
year ended December 31, 2011:
Reserve Replacement
Percentage
Finding and Development
Cost per MCFE
Drilling, excluding revisions
Drilling, including revisions
Drilling and acquisitions, excluding revisions
Drilling and acquisitions, including revisions
Reserve Acquisitions*
All-in
*There were no proved reserve acquisitions in 2011.
Excluding
Divestitures
310%
317%
310%
317%
N/A*
317%
Including
Divestitures
255%
262%
255%
262%
N/A*
262%
Excluding
Divestitures
2.85
$
2.79
$
2.85
$
2.79
$
N/A*
2.89
$
Including
Divestitures
3.46
$
3.37
$
3.46
$
3.37
$
N/A*
3.50
$
54
The following table provides average reserve replacement and finding and development cost metrics for
the three-year period ended December 31, 2011:
Reserve Replacement
Percentage
Finding and Development Cost
per MCFE
Drilling, excluding revisions
Drilling, including revisions
Drilling and acquisitions, excluding
revisions
Drilling and acquisitions, including
revisions
259%
N/M*
Reserve Acquisitions
259%
All-in
* N/M – Percentage or amount, as applicable, is not meaningful.
Excluding
Divestitures
262%
259%
Including
Divestitures
205%
201%
262%
Excluding
Divestitures
2.65
2.68
Including
Divestitures
3.39
$
3.45
$
2.65
2.68
3.36
2.83
$
$
$
3.39
3.45
N/M*
3.64
$
$
$
$
$
$
205%
201%
N/M*
201%
Our challenge is to grow net asset value per share, which we believe drives appreciation in our stock price
over the long term. To accomplish this, we believe it is important to organically and economically replace annual
production with new reserves. We believe annual reserve replacement percentage and finding and development
costs are important analytical measures that are widely used by investors and industry peers in evaluating and
comparing the performance of oil and gas companies. While single-year measurements have some meaning in
terms of a trend, we believe that aberrations, causing both good and bad results, will occur over short intervals of
time. The information used to calculate the above reserve replacement and finding and development cost metrics is
included in the Supplemental Oil and Gas Information section located in Part II, Item 8 of this report. For
additional information about these metrics, see the reserve replacement and finding and development cost terms in
the Glossary of Oil and Gas Terms at the end of Part I, Items 1 and 2 of this report.
Oil, Gas, and NGL Prices
Our financial condition and the results of our operations are significantly affected by the prices we receive
for oil, gas, and NGL production, which can fluctuate dramatically. Prior to 2011, we reported our natural gas
production as a single stream of rich gas measured at the well head. As a result, we reported realized prices for our
natural gas production for periods through December 31, 2010, that were higher than industry benchmarks due to
the price uplift associated with incremental value contained in the higher BTU content of our produced gas stream.
Beginning in the first quarter of 2011, we changed our reporting for natural gas volumes to show natural gas and
NGL production volumes consistent with title transfer for each product. Projected rapid production growth from
our NGL-rich assets associated with plant product sales contracts necessitated a change in our reporting of
production volumes. Prior period production volumes, revenues, and prices have not been reclassified to conform
to the current presentation given the immateriality of the NGL volumes produced in prior periods. We sell the
majority of our natural gas under contracts using first-of-the-month index pricing, which means gas produced in a
given month is sold at the first-of-the-month price regardless of the spot price on the day the gas is produced. For
assets where high BTU gas is sold at the wellhead, we also receive additional value for the high energy content
contained in the gas stream. Our NGL production is generally sold using contracts paying us a monthly average of
the posted OPIS Mont Belvieu daily settlement prices, adjusted for processing, transportation, and location
differentials. Our crude oil and condensate are sold using contracts paying us either the average of the NYMEX
WTI daily settlement price or the average of alternative posted prices for the periods in which the product is
produced, adjusted for quality, transportation, and location differentials.
55
The following table is a summary of commodity price data for the years ended December 31, 2011, 2010,
and 2009:
Crude Oil (per Bbl):
Average NYMEX price
Realized price
Natural Gas (per Mcf):
Average NYMEX price
Realized price
NGLs (per Bbl):
Average OPIS price
Realized price
For the Years Ended December 31,
2010
2009
2011
$
$
$
$
$
$
95.05
88.23
4.00
4.32
59.47
53.32
$
$
$
$
$
79.51
72.65
4.37
5.21
34.61
N/A
$
$
$
$
$
61.99
54.40
3.94
3.82
46.92
N/A
Note: Prior year NGL production volumes, revenues, and prices have not been reclassified to conform to the current
presentation given the immateriality of NGL volumes in prior periods. Please refer to additional discussion above. Average
OPIS prices per barrel of NGL, historical or strip, are based on a product mix of 37% Ethane, 6% Isobutane, 11% Normal
Butane, 14% Natural Gasoline and 32% Propane for all periods presented.
We expect future prices for oil, gas, and NGLs to be volatile. In addition to supply and demand
fundamentals, as a global commodity, the price of oil will likely continue to be impacted by real or perceived
geopolitical risks in oil producing regions of the world, particularly in the Middle East. Additionally, the relative
strength of the U.S. Dollar compared to other currencies could affect the price of oil. The supply of NGLs in the
U.S. is expected to grow in the near term as a result of a number of industry participants targeting projects that
produce these products, which could negatively impact future pricing. The pricing of several of the specific NGL
products have strong correlations to the price of oil and accordingly are likely to directionally follow that market.
Natural gas prices are under downward pressure due to current market oversupply because of high levels of drilling
activity, a warmer than expected heating season, and slow economic growth. The 12-month strip prices for
NYMEX WTI oil, NYMEX Henry Hub gas, and OPIS NGLs (same product mix as discussed above) as of
December 31, 2011, were $98.85 per Bbl of oil, $3.30 per MMBtu of gas, and $55.78 per Bbl of NGLs,
respectively. Comparable prices as of February 16, 2012, were $104.02 per Bbl, $3.11 per MMBtu, and $51.24 per
Bbl, respectively.
While changes in quoted NYMEX oil and gas and OPIS NGL prices are generally used as a basis for
comparison within our industry, the prices we receive are affected by quality, energy content, location, and
transportation differentials for these products. Our realized prices shown in the table above do not include the
impact of cash settlements from derivative contracts, which is consistent with all prior periods reported.
Derivative Activity
We use financial derivative instruments as part of our financial risk management program. We have a
financial risk management policy governing our use of derivatives. The level of our production covered by
derivatives is driven by the amount of debt on our balance sheet and the level of capital commitments and long-term
obligations we have in place. With the derivative contracts we have in place, we believe we have established a base
cash flow stream for our future operations and partially reduced our exposure to volatility in commodity prices.
Our use of collars for a portion of the derivatives allows us to participate in some of the upward movements in oil,
56
gas, and NGL prices while also setting a price floor for a portion of our production. Please see Note 10 – Derivative
Financial Instruments of Part II, Item 8 of this report for additional information regarding our oil, gas, and NGL
derivatives, and see the caption, Summary of Oil, Gas, and NGL Derivative Contracts in Place, later in this section.
As of January 1, 2011, we elected to de-designate all commodity derivative contracts previously designated
as cash flow hedges on December 31, 2010, and to discontinue hedge accounting prospectively. Accordingly,
beginning January 1, 2011, changes in fair value of these contracts result in non-cash gains and losses that are
recognized immediately in earnings. Realized cash settlements from our oil, gas, and NGL derivative contracts for
the year ended December 31, 2011, resulted in a loss of $75.4 million, a gain of $48.0 million, and a loss $18.9
million, respectively.
The following table shows a reconciliation from our realized prices to our adjusted prices for the
commodities indicated, including the effects of derivative cash settlements for 2011, 2010 and 2009:
Crude Oil (per Bbl):
Realized price
Plus (less) the effects of derivative cash settlements
Adjusted price, including the effects of derivative cash settlements
Natural Gas (per Mcf):
Realized price
Plus the effects of derivative cash settlements
Adjusted price, including the effects of derivative cash settlements
Natural Gas Liquids (per Bbl):
Realized price
(Less) the effects of derivative cash settlements
Adjusted price, including the effects of derivative cash settlements
For the Year Ended
December 31,
2010
2009
2011
$
$
$
$
$
$
88.23
(9.34)
78.89
4.32
0.48
4.80
53.32
(5.42)
47.90
$
$
$
$
$
$
72.65
(5.80)
66.85
5.21
0.84
6.05
—
—
—
$
$
$
$
$
$
54.40
2.34
56.74
3.82
1.77
5.59
—
—
—
Note: Prior year NGL production volumes, revenues, and prices have not been reclassified to conform to the current
presentation given the immateriality of the volumes in prior periods. Please refer to additional discussion above under the
caption Oil, Gas, and NGL Prices above.
The Dodd-Frank Act included provisions that require over-the-counter derivative transactions to be
executed through an exchange or centrally cleared. The Dodd-Frank Act requires the CFTC, the SEC, and other
regulators to establish rules and regulations to implement the new legislation by July 16, 2012. The CFTC has
proposed new rules governing margin requirements for uncleared swaps entered into by non-bank swap entities, and
U.S. banking regulators have proposed new rules regarding margin requirements for uncleared swaps entered into
by bank swap entities. The ultimate effect on our business of the proposed new rules and any additional regulations
is currently uncertain. Of particular concern to us is whether the provisions of the final rules and regulations will
allow us to qualify as a non-financial, commercial end user exempt from the requirements to post margin in
connection with commodity price risk management activities. Final rules and regulations on major provisions of
the legislation, such as new margin requirements, are to be established through regulatory rulemaking. Although
we cannot predict the ultimate outcome of these rulemakings, new rules and regulations in this area may result in
increased costs and cash collateral requirements for the types of derivative instruments we use to manage our
financial risks related to volatility in oil, gas, and NGL commodity prices.
57
2011 Highlights
Operational Activities. We operated eleven to twelve drilling rigs company-wide for most of 2011. We
focused our operated drilling activity in 2011 on oil and NGL-rich gas programs and pursued certain other natural
gas projects of strategic importance to us. We also participated in higher levels of non-operated activity in oil and
NGL-rich plays.
In our Eagle Ford shale program in South Texas, we operated two rigs at the beginning of the year and
increased to five drilling rigs by year-end 2011. We focused our drilling in areas with higher BTU gas content and
condensate yields. During 2011, we entered into arrangements to secure the pipeline takeaway capacity, drilling,
and completion services required to accelerate and maintain our operated program. We continue to explore other
arrangements to facilitate the growth of this program. Please refer to Note 6 – Commitments and Contingencies
under Part II, Item 8 of this report and Delivery Commitments and Core Operational Areas under Part I, Items 1 and
2 of this report for additional discussion concerning these agreements. On our non-operated Eagle Ford acreage,
the operator increased activity on our shared acreage throughout 2011. At year-end, ten drilling rigs were running
in our non-operated Eagle Ford shale program this program. We participated with our partners in the construction
of necessary infrastructure to support the growth in production associated with these assets during 2011.
We operated an average of three drilling rigs in the Williston Basin throughout 2011, all of which were
focused on Bakken/Three Forks drilling. Our drilling results in these prospects met or exceeded our expectations.
Elsewhere in the Rocky Mountain region, we tested the Niobrara formation in both southeastern and central
Wyoming.
In our Mid-Continent region, we operated two drilling rigs in our Granite Wash program in western
Oklahoma and the Texas Panhandle to test and delineate our acreage in the play. The majority of our acreage
position is held by production, and we believe the potential from this emerging program could be significant.
In our ArkLaTex region, we had one operated rig in our Haynesville shale program at year-end, with a
focus on holding the highest potential acreage through production.
Our Permian region operated one rig throughout 2011, splitting its efforts between the testing of Wolfberry
down spacing and drilling Mississippian limestone targets as part of our exploration effort.
Production Results. The table below provides a regional breakdown of our 2011 production:
Production:
Oil (MMBbl)
Gas (Bcf)
NGLs (MMBbl)
Equivalent (BCFE)
Avg. Daily Equivalents
(MMCFE/d)
Relative percentage
ArkLaTex
Mid-
Continent
0.1
29.3
0.1
30.1
82.5
18%
0.4
28.6
0.1
31.6
86.7
19%
(1) Totals may not sum due to rounding.
South
Texas &
Gulf
Coast
2.6
34.7
3.2
69.7
191.1
41%
Permian
Rocky
Mountain
Total(1)
1.3
3.5
—
11.5
31.5
6%
3.7
4.2
—
26.7
73.3
16%
8.1
100.3
3.5
169.7
465.0
100%
In 2011, our production growth was led by our Eagle Ford shale program. Both our operated and non-
operated programs targeting the Eagle Ford shale contributed more production than originally budgeted. Please
refer to Comparison of Financial Results and Trends between 2011 and 2010 below for additional discussion on
production.
58
Costs Incurred in Oil and Gas Producing Activities. Costs incurred in oil and gas property acquisition,
exploration and development activities, whether capitalized or expensed, are summarized as follows:
For the Year Ended
December 31, 2011
(in millions)
Development costs
Facility costs
Exploration costs
Acquisitions
Leasing activity
$
Total, including asset retirement obligation
$
1,208.3
112.4
177.4
55.2
1,553.3
Our operations are generally funded first using cash flows from operating activities. We also use
borrowings under our credit facility. In 2011, we used proceeds from debt offerings and divestitures to help fund
our capital investment activities. These sources allowed us to invest $1.5 billion for development and exploration,
including facility costs, and $55.2 million for leasehold acquisitions. Total costs incurred during 2011 increased 77
percent from the prior year, reflecting our increased level of drilling activity, particularly in the Eagle Ford shale.
Please refer to Overview of Liquidity and Capital Resources below for additional discussion on how we fund our
capital program.
Acquisition and Development Agreement. We entered into an Acquisition and Development Agreement that
provided for a transfer of a 12.5 percent working interest to Mitsui in certain non-operated oil and gas assets
representing approximately 39,000 net acres in Dimmit, LaSalle, Maverick, and Webb Counties, Texas. As
consideration for the interests, Mitsui agreed to pay, or carry, 90 percent of certain drilling and completion costs
attributable to our remaining interests in these assets until Mitsui has expended an aggregate $680.0 million on our
behalf. Based on our forecast of the operator's current drilling plans, we estimate it will take three to four years to
fully utilize the $680.0 million that Mitsui is obligated to carry. The agreement also provided for the conveyance of
one-half of our ownership in related gathering assets in exchange for reimbursement by Mitsui of 50 percent of the
total costs we paid for those assets through the closing date. The effective date of the transfer was March 1, 2011,
and the transaction closed on December 2, 2011. Mitsui has reimbursed us for capital expenditures and other costs,
net of revenues, that we paid and were attributable to the transferred interests during the period between the
effective date and the closing date. We are applying these reimbursed funds to the 10 percent of our drilling and
completion costs for the affected acreage not already covered by Mitsui's 90 percent carry.
Divestiture Activity. We had the following divestiture activity during 2011:
• Eagle Ford Shale Divestiture. In August 2011, we completed the divestiture of certain operated
Eagle Ford shale assets located in our South Texas & Gulf Coast region, comprised of our entire
operated acreage position in LaSalle County, Texas, as well as an immaterial adjacent block of our
operated acreage in Dimmit County, Texas. Total divestiture proceeds were $230.8 million. The
estimated gain on this divestiture was $194.6 million and post-closing adjustments, if any, are
expected to be finalized in the first quarter of 2012.
• Mid-Continent Divestiture. In June 2011, we completed the divestiture of certain non-strategic
assets located in our Mid-Continent region. Total divestiture proceeds were $35.8 million. The
estimated gain on this divestiture was $28.5 million and post-closing adjustments, if any, are
expected to be finalized in the first quarter of 2012.
• Rocky Mountain Divestiture. In January 2011, we completed the divestiture of certain non-strategic
assets located in our Rocky Mountain region. Total divestiture proceeds were $45.5 million. The
final gain on this divestiture was $27.2 million.
59
• Marcellus Divestiture Update. In July 2011, we entered into agreements with Endeavour
International Corporation ("Endeavour") to divest of our Marcellus shale assets and related pipeline
facilities located in Pennsylvania for $80.0 million net to our interest. Subsequently, Endeavour
failed to consummate the transaction after giving notice of its intent to terminate the agreement.
We have disputed Endeavour's right to take these actions, and are currently pursuing our legal
remedies, including specific performance or damages from Endeavour. Due to the uncertainty
surrounding the transaction, it was determined that these assets do not continue to meet the specific
criteria required for presentation as assets held for sale. As a result, we have reclassified these
assets previously classified as held for sale to assets held and used. We measured the assets at the
lower of the assets' carrying amount before the assets were classified as held for sale, adjusted for
any depreciation and depletion expense that would have been recognized had the assets been
continuously classified as held and used, or the assets' fair value at the subsequent date that the
assets no longer met the criteria for assets held for sale. As a result of this measurement, we
recognized $14.7 million of DD&A expense and a $27.5 million write-down to proved and
unproved oil and gas properties. This write-down is included in gain on divestiture activity in the
accompanying consolidated statements of operations.
Outlook for 2012
We enter 2012 with a capital program expected to be in the range of $1.4 billion to $1.5 billion, of which
approximately $1.2 billion to $1.3 billion will be focused on drilling and completion activities. Approximately 90
percent of our drilling budget will be spent on our operated projects, with approximately 70 percent of our 2012
drilling and completion capital being deployed in our operated Eagle Ford shale and Bakken/Three Forks programs.
In 2012, we plan to invest between $650 million and $700 million of drilling and completion capital in our
operated Eagle Ford shale play. We began 2012 operating five rigs on our Eagle Ford shale acreage with plans to
operate five to six drilling rigs in the first half of the year as we transition a larger proportion of our program to pad
drilling. Once we have transitioned to pad drilling, we anticipate reducing activity by one rig in the second half to
exit the year with five operated rigs, three of which will be focused on pad drilling. During 2011, we entered into
an additional services agreement for gas takeaway capacity in 2013 and beyond in our operated Eagle Ford
program, thereby increasing our number of providers to three and mitigating some risks of marketing our gas.
During 2012, we plan to continue testing down spacing opportunities to determine the ultimate development
spacing of our Galvan Ranch, Briscoe Ranch, and Apache Ranch areas. Along with down spacing tests, we will
continue to refine our development program and well designs to optimize well performance and capital efficiency.
In our non-operated Eagle Ford shale program, the operator is currently operating ten drilling rigs and
based on the operator's stated plans, our expectation is that the number of rigs will remain constant throughout the
year. Mitsui will carry the majority of our non-operated drilling activity through 2012 and, as such, we expect to
deploy minimal capital related to drilling in this program. Costs associated with items such as infrastructure are not
carried by Mitsui, and we would be responsible for our proportionate share of the costs.
We plan to deploy between $160 million and $185 million of our capital budget in our operated Bakken/
Three Forks program in the Williston Basin in 2012. We currently are operating three drilling rigs in this program
and plan to add a fourth rig in the first half of 2012. Our plan with these rigs is to hold our Raven and Gooseneck
prospects through production, and to begin infill drilling in our Bear Den prospect which is already held by
production.
60
We also have activity planned in our Permian region, and Granite Wash, Niobrara, and Haynesville shale
programs in 2012. Between $60 million and $70 million of our capital budget in 2012 is dedicated to our operated
Granite Wash program, where we anticipate operating a three rig program throughout the year targeting NGL-rich
washes. The remainder of our other operated program will be split between assets in the Permian basin and targets
in the DJ basin and Powder River Basin. In the Haynesville shale, we have reduced the number of wells we plan to
drill in 2012 in light of current natural gas prices. We now expect to invest approximately $35 million to $40
million during the year, after which time we will cease drilling activity in this area.
Please refer to Overview of Liquidity and Capital Resources for additional discussion regarding how we
intend to fund our 2012 capital program.
Financial Results of Operations and Additional Comparative Data
The table below provides information regarding selected production and financial information for the
quarter ended December 31, 2011, and the immediately preceding three quarters. Additional details of per MCFE
costs are contained later in this section.
December 31,
2011
For the Three Months Ended
June 30,
September 30,
2011
2011
March 31,
2011
Production (BCFE)
Oil, gas, and NGL production revenue
Realized hedge loss
Gain (loss) on divestiture activity
Lease operating expense
Transportation costs
Production taxes
DD&A
Exploration
Impairment of proved properties
General and administrative
Change in Net Profits Plan liability
Unrealized and realized derivative (gain) loss
Net income (loss)
_____________________________________
Note: Prior to 2011, we reported our natural gas production as a single stream of rich gas measured at the well
head. Beginning in the first quarter of 2011, we changed our reporting for natural gas to show natural gas and NGL
production volumes, revenues, and pricing consistent with title transfer for each product. Please refer to additional
discussion above under the caption Oil, Gas, and NGL Prices.
(in millions, except for production data)
51.3
397.0
(6.2)
(25.0)
43.5
30.7
19.0
167.3
20.0
170.5
35.6
(0.8)
46.8
(120.7)
42.5
325.2
(6.8)
190.7
40.0
23.9
13.8
123.1
11.3
48.5
29.8
(24.9)
(128.4)
230.1
39.8
333.9
(6.3)
30.0
33.2
16.9
3.3
115.4
9.6
—
27.3
(14.0)
(43.9)
124.5
36.1
276.3
(1.4)
24.9
33.1
15.0
17.8
105.4
12.7
—
25.9
14.2
88.4
(18.5)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
61
Selected Performance Metrics:
December 31,
2011
For the Three Months Ended
September 30,
2011
June 30,
2011
March 31,
2011
Average net daily production equivalent
(MMCFE per day)
Lease operating expense (per MCFE)
Transportation costs (per MCFE)
Production taxes as a percent of oil, gas, and
NGL production revenue
Depletion, depreciation and amortization and
asset retirement obligation liability accretion
(per MCFE)
General and administrative (per MCFE)
$
$
$
$
557.9
(0.85)
(0.60)
4.8%
(3.26)
(0.69)
$
$
$
$
462.1
(0.94)
(0.56)
4.3%
(2.89)
(0.70)
$
$
$
$
436.9
(0.84)
(0.42)
1.0%
(2.90)
(0.69)
$
$
$
$
401.4
(0.92)
(0.41)
6.4%
(2.92)
(0.72)
62
A year-to-year overview of selected production and financial information, including trends:
As of and for the Years Ended
December 31,
2010
2009
2011
Amount Change
Between
Percent Change
Between
2011/2010
2010/2009
2011/2010
2010/2009
Net production volumes
Oil (MMBbl)
Natural gas (Bcf)
NGLs (MMBbl)
BCFE
Average net daily production
Oil (MBbl per day)
Natural gas (MMcf per day)
NGLs (MBbl per day)
Equivalent (MMCFE per day)
Oil, gas, & NGL production revenues
(in millions)
Oil production revenue
Gas production revenue
NGL production revenue
Total
Oil, gas, & NGL production expense
(in millions)
Lease operating expenses
Transportation costs
Production taxes
Total
Realized price
Oil (per Bbl)
Natural gas (per Mcf)
NGLs (per Bbl)
Per MCFE data
Realized price
Lease operating expense
Transportation costs
Production taxes
General and administrative
Operating profit, before the effects of
derivative cash settlements
Derivative cash settlements
Operating profit, including the effects
of derivative cash settlements
Depletion, depreciation and
amortization and asset retirement
obligation liability accretion
8.1
100.3
3.5
169.7
22.1
274.8
9.6
465.0
6.4
71.9
—
110.0
17.4
196.9
—
301.4
6.3
71.1
—
109.1
17.3
194.8
—
298.8
$
$
$
$
$
$
$
$
$ 712.8
433.4
186.2
$ 1,332.4
$ 461.9
374.4
—
$ 836.3
$ 344.3
271.7
—
$ 616.0
$ 149.8
86.4
53.9
$ 290.1
$ 121.5
21.2
52.4
$ 195.1
$ 145.5
20.6
40.7
$ 206.8
$ 88.23
$
4.32
$ 53.32
$ 72.65
5.21
$
—
$
$ 54.40
3.82
$
—
$
$
$
7.85
(0.88)
(0.51)
(0.32)
(0.70)
$
7.60
(1.10)
(0.19)
(0.48)
(0.97)
5.65
(1.33)
(0.19)
(0.37)
(0.70)
1.7
28.5
3.5
59.7
4.7
78.0
9.6
163.6
250.9
59.0
186.2
496.1
28.3
65.2
1.5
95.0
15.58
(0.89)
53.32
0.25
0.22
(0.32)
0.16
0.27
$
$
$
$
$
$
$
$
$
$
5.44
(0.27)
$
4.86
0.22
$
3.06
1.29
$
0.58
(0.49)
0.1
0.8
—
0.9
0.1
2.1
0.0
2.6
117.6
102.7
—
220.3
(24.0)
0.6
11.7
(11.7)
18.25
1.39
—
1.95
0.23
—
(0.11)
(0.27)
1.80
(1.07)
27 %
40 %
N/A
54 %
27 %
40 %
N/A
54 %
54 %
16 %
N/A
59 %
23 %
308 %
3 %
49 %
21 %
(17)%
N/A
3 %
(20)%
168 %
(33)%
(28)%
12 %
(223)%
— %
1 %
N/A
1 %
— %
1 %
N/A
1 %
34 %
38 %
N/A
36 %
(16)%
3 %
29 %
(6)%
34 %
36 %
N/A
35 %
(17)%
— %
30 %
39 %
59 %
(83)%
$
5.17
$
5.08
$
4.35
$
0.09
$
0.73
2 %
17 %
$
(3.01)
$
(3.06)
$
(2.79)
$
0.05
$
(0.27)
(2)%
10 %
Note: Prior to 2011, we reported our natural gas production as a single stream of rich gas measured at the well head.
Beginning in the first quarter of 2011, we changed our reporting for natural gas volumes to separately show natural gas and
NGL production volumes, revenues, and pricing consistent with title transfer for each product. Please refer to additional
discussion above under the caption Oil, Gas, and NGL Prices.
63
We present per MCFE information because we use this information to evaluate our performance relative to
our peers and to identify and measure trends we believe require analysis. Average daily production for the year
ended December 31, 2011, increased 54 percent compared to the same period in 2010, driven mainly by the
development of our Eagle Ford shale program.
Changes in production volumes, revenues, and costs reflect the cyclical and highly volatile nature of our
industry. Our realized price for the year ended December 31, 2011, increased three percent from the same period in
2010 due to a higher realized price received for oil. Please refer to our discussion above under Oil, Gas, and NGL
prices for information regarding how we have changed our reporting for natural gas volumes to show post
processing production volumes of natural gas and NGLs for assets where our sales contracts permit us to do so.
Our LOE on a per MCFE basis for the year ended December 31, 2011, decreased 20 percent compared to
the same period in 2010. The divestiture of non-strategic properties with meaningfully higher per unit operating
costs within our Rocky Mountain and Mid-Continent regions in 2011 and Permian region in late 2010 is the driver
of the decline in LOE from 2010. In addition, our LOE declined on a per MCFE basis due to higher production
volumes. We believe the current high level of industry activity, particularly in plays with oil and rich-gas, has the
potential to increase lease operating costs in 2012.
Production taxes on a per MCFE basis for the year ended December 31, 2011, decreased 33 percent
compared to the same period in 2010. We generally expect production taxes to trend with oil, gas, and NGL
revenues. We received notification in the second quarter of 2011 that wells within our Eagle Ford and Haynesville
shale plays qualified for a severance tax incentive program in Texas. As a result, a sizable incentive tax rebate was
recorded and our severance tax accruals were adjusted downward. We expect that substantially all future operated
wells to be drilled in these areas will qualify for enacted reduced tax rates.
Transportation costs on a per MCFE basis for the year ended December 31, 2011, increased 168 percent
compared to the same period in 2010. This is a result of increased production in our Eagle Ford shale program,
where transportation arrangements have resulted in higher per unit transportation costs due to the lack of existing
infrastructure in this emerging play. We anticipate transportation costs will continue to increase on a per MCFE
basis as the Eagle Ford shale becomes a larger portion of our production.
Our general and administrative expense on a per MCFE basis for the year ended December 31, 2011,
decreased 28 percent compared to the same period in 2010, because production increased at a faster rate than our
general and administrative expense. A portion of our general and administrative expense is linked to our
profitability and cash flow, which are driven in large part by the realized commodity prices we receive for our
production. The Net Profits Plan and a portion of our short-term incentive compensation are tied to net revenues
and therefore are subject to variability.
Our operating profit, including the effects of derivative cash settlements, for the year ended
December 31, 2011, increased two percent, on a per MCFE basis, compared to the same period in 2010.
Our depletion, depreciation, and amortization, including asset retirement obligation accretion expense, for
the year ended December 31, 2011, decreased two percent, on a per MCFE basis, compared to the same period in
2010. Overall the property balances between 2011 and 2010 remained relatively constant while the reserve base
and production increased, causing the per unit depletion, depreciation and amortization rate ("DD&A rate") to
decrease. Our DD&A rate can also fluctuate as a result of impairments, divestitures, and changes in the mix of our
production and the underlying proved reserve volumes. Additionally, the accounting treatment for assets that are
classified as assets held for sale can impact the DD&A rate since properties held for sale are not depleted.
64
Please refer to Comparison of Financial Results and Trends between 2011 and 2010 for additional
discussion on oil, gas, and NGL production expense, DD&A, and general and administrative expense.
Financial information (in millions, except shares and per share amounts):
As of and for the Years Ended
December 31,
Amount Change
Between
2011
2010
2009
2011/
2010
2010/
2009
Percent Change
Between
2011/
2010
2010/
2009
Working deficit
Long-term debt
$
$
(42.6)
985.1
$ (227.4)
323.7
$
Stockholders’ equity
Net income (loss)
$ 1,462.9
215.4
$
$ 1,218.5
196.8
$
Basic net income (loss) per
common share
Diluted net income (loss) per
common share
$
$
3.38
3.19
$
$
3.13
3.04
$
$
$
$
$
$
(87.6)
454.9
973.6
(99.4)
$
$
$
$
244.4
18.6
(1.59)
$
0.25
(1.59)
$
0.15
184.8
661.4
$ (139.8)
$ (131.2)
(81)%
204 %
160 %
(29)%
$
$
$
$
244.9
296.2
20 %
9 %
25 %
(298)%
4.72
4.63
8 %
(297)%
5 %
(291)%
thousands)
Basic weighted-average
common shares outstanding
(in
Diluted weighted-average
common shares outstanding
(in
thousands)
63,755
62,969
62,457
786
512
1 %
1 %
67,564
64,689
62,457
2,875
2,232
4 %
4 %
Basic weighted-average common shares outstanding used in our December 31, 2011, 2010, and 2009, basic
net income (loss) per common share calculations reflect increases in outstanding shares related to stock option
exercises and vesting of RSUs. Our December 31, 2011, basic net income (loss) per common share calculation also
includes common stock issued upon the settlement of PSUs. Diluted weighted-average common shares outstanding
used in our December 31, 2011, and 2010, diluted net income per common share calculations include nonvested
RSUs, contingent PSUs, and in-the-money stock options. Our December 31, 2011, diluted net income per common
share calculation also includes the impact of our 3.50% Senior Convertible Notes. There were no dilutive shares
included in our year-end 2009 diluted net income (loss) per common share calculation, as we recognized a net loss
for the period.
In 2011, our average stock price exceeded the conversion price of $54.42 of our 3.50% Senior Convertible
Notes, thus making them potentially dilutive for the first time. As of the filing date our stock price is trading above
the $54.42 conversion price, therefore we expect our 3.50% Senior Convertible Notes to have a dilutive impact on
our first quarter 2012 diluted net income per common share calculation. Please refer to Note 1 - Summary of
Significant Accounting Policies and Note 7 - Compensation Plans in Part II, Item 8 of this report for detailed
components of our net income (loss) per common share calculation.
Comparison of Financial Results and Trends between 2011 and 2010
Oil, gas, and NGL production revenue. Average daily production for the year ended December 31, 2011,
increased 54 percent to 465.0 MMCFE, compared with 301.4 MMCFE for the same period in 2010. Please refer to
the discussion above under Oil, Gas, and NGL Prices regarding how we have changed our reporting for natural gas
and NGL volumes. The following table presents the regional changes in our production and oil, gas, and NGL
revenues and costs between the two years:
65
ArkLaTex
Mid-Continent
South Texas & Gulf Coast
Permian
Rocky Mountain
Total
Average Net Daily
Production Added
(Lost)
(MMCFE/d)
Oil, Gas & NGL
Revenue Added
(Lost)
(in millions)
Production
Costs Increase
(Decrease)
(in millions)
43.2
(4.8)
129.0
(8.7)
4.9
163.6
$
$
57.6
5.7
348.9
(12.2)
96.1
496.1
$
$
5.2
(1.1)
79.0
(0.3)
12.2
95.0
The largest regional production increase occurred in the South Texas & Gulf Coast region as a result of
production from drilling activity in our Eagle Ford shale program. Activity in our Eagle Ford shale program
continues to increase, and we expect production from this region to increase for the next several years. We also saw
an increase in production in our ArkLaTex region, as a result of strong production performance from wells drilled in
our Haynesville shale program in late 2010 and early 2011.
The following table summarizes the realized prices we received in 2011 and 2010, before the effects of
derivative cash settlements:
For the Years Ended
December 31,
2011
2010
Realized oil price ($/Bbl)
Realized gas price ($/Mcf)
Realized NGL price ($/Bbl)
Realized equivalent price ($/MCFE)
$
$
$
$
88.23
4.32
53.32
7.85
$
$
$
$
72.65
5.21
—
7.60
Note: Prior to 2011, we reported our natural gas production as a single stream of rich gas measured at the well head.
Beginning in the first quarter of 2011, we changed our reporting for natural gas volumes to separately show natural gas and
NGL production volumes, revenues, and pricing consistent with title transfer for each product. Please refer to additional
discussion above under the caption Oil, Gas, and NGL Prices.
The three percent increase in realized equivalent price per MCFE coupled with a 54 percent increase in
production volumes between periods resulted in a meaningful increase in revenue. We expect our realized price to
trend with commodity prices. At current levels of anticipated activity, we expect production volumes to increase
annually for the next several years.
Realized hedge (loss) gain. We recorded a net realized hedge loss of $20.7 million for the year ended
December 31, 2011, compared with a net realized hedge gain of $23.5 million for the same period in 2010. The
realized net loss in 2011 is comprised of realized cash settlements on commodity derivative contracts that were
previously recorded in AOCL, whereas the realized net gain in 2010 is comprised of realized cash settlements on all
commodity derivative contracts. Our realized oil, gas, and NGL hedge gains and losses are a function of
commodity prices at the time of settlement and the price at the time the derivative transaction was entered into.
Gain on divestiture activity. We recorded a gain on divestiture activity of $220.7 million, which is net of
the $27.5 million write-down related to our Marcellus assets, for the year ended December 31, 2011, compared with
$155.3 million for the comparable period of 2010. The 2011 gain relates to the divestitures of oil and gas properties
located in our South Texas & Gulf Coast, Rocky Mountain, and Mid-Continent regions. The 2010 gain was mainly
66
related to the divestitures of non-strategic oil and gas properties located in our Rocky Mountain and Permian
regions. We will continue to evaluate our portfolio to determine whether there are non-strategic properties we could
divest. Please refer to Divestiture Activity under 2011 Highlights for additional discussion.
Marketed gas system revenue and expense. Marketed gas system revenue was $69.9 million for the year
ended December 31, 2011, compared with $70.1 million for the year ended December 31, 2010. Concurrent with
the decrease in marketed gas system revenue, marketed gas system expense decreased to $64.2 million for the year
ended December 31, 2011, from $66.7 million for the comparable period of 2010. We expect that marketed gas
system revenue and expense will continue to trend with increases and decreases in production and our net realized
price for natural gas.
Oil, gas, and NGL production expense. Total production costs increased $95.0 million or 49 percent, to
$290.1 million for the year ended December 31, 2011, compared with $195.1 million in 2010. Total oil, gas, and
NGL production costs per MCFE decreased $0.06 to $1.71 for the year ended December 31, 2011, compared with
$1.77 in 2010. This decrease is comprised of the following:
• A $0.23 decrease in recurring LOE on a per MCFE basis reflects the sale of non-strategic properties in
the Rocky Mountain and Mid-Continent regions in 2011 and the Permian region in late 2010 with
higher per unit LOE costs that resulted in lower LOE on a per unit basis year over year. We expect that
the various resources required to service our industry, particularly those located in basins with liquids-
rich projects, will become more sought after and harder to secure as a result of an increase in activity
targeting oil and NGL plays. Accordingly, we expect to see upward pressure on recurring LOE in 2012.
• A $0.16 decrease in production taxes on a per MCFE basis is due to severance tax incentives in Texas
that benefit our assets in the South Texas & Gulf Coast and Mid-Continent regions. Please refer to our
production tax discussion under the caption A year-to-year overview of selected production and
financial information, including trends for additional information.
• A $0.01 increase in workover LOE on a per MCFE basis related primarily to increased workover
activity in our South Texas & Gulf Coast region.
• A $0.32 increase in transportation costs on a per MCFE basis is primarily the result of increased
production in our Eagle Ford shale program, which has higher per unit transportation costs than our
Company average. Please refer to our caption A year-to-year overview of selected production and
financial information, including trends for additional information.
Depletion, depreciation, amortization, and asset retirement obligation liability accretion. DD&A increased
52 percent to $511.1 million in 2011 compared with $336.1 million in 2010. DD&A expense per MCFE decreased
two percent to $3.01 in 2011 compared to $3.06 in 2010. Please refer to the discussion under the caption A year-to
-year overview of selected production and financial information, including trends for additional information.
Exploration. The components of exploration expense are summarized as follows:
Years Ended December 31,
2011
2010
Summary of Exploration Expense
Geological and geophysical expenses
Exploratory dry hole
Overhead and other expenses
Total
$
$
67
$
(in millions)
7.3
0.3
45.9
53.5
$
21.5
0.3
42.1
63.9
Exploration expense decreased 16 percent to $53.5 million in 2011 compared with $63.9 million for the
same period in 2010. The majority of the change in exploration expense between 2011 and 2010 is due to a
decreased amount spent on seismic as our current plays become more established. We continue to test our current
resource plays and expect to maintain a modest exploratory program in future periods. Any exploratory well
incapable of producing oil, gas, or NGLs in commercial quantities is deemed an exploratory dry hole, and impacts
the amount of exploration expense we record. The amount of dry hole expense included in exploration expense
during 2011 and 2010 was minimal. The decreased geological and geophysical costs were partially offset by an
increase in exploration costs related to equity incentive compensation expense as discussed under General and
administrative below.
Impairment of proved properties. We recorded a $219.0 million impairment of proved oil and gas
properties in 2011 compared to $6.1 million in 2010. The impairment in 2011 was related to assets located in our
ArkLaTex region, which were impacted by significantly lower natural gas prices in the second half of 2011.
Proved property impairments are more likely to occur in periods of low commodity prices.
Abandonment and impairment of unproved properties. We recorded abandonment and impairment of
unproved properties expense of $7.4 million for the year ended December 31, 2011, primarily associated with lease
expirations in our ArkLaTex region. We recorded $2.0 million of abandonment and impairment of unproved
properties expense for the comparable period in 2010, primarily associated with lease expirations in our Rocky
Mountain and ArkLaTex regions. We expect abandonments and impairments of unproved properties to be more
likely to occur in periods of low commodity prices, because low prices negatively impact operating cash flows
available for exploration and development and also negatively impact anticipated economic performance.
General and administrative. General and administrative expense increased 11 percent, to $118.5 million
for the year ended December 31, 2011, compared with $106.7 million for the same period in 2010. G&A decreased
$0.27 to $0.70 per MCFE for the year ended December 31, 2011, compared to $0.97 per MCFE for the same period
in 2010.
The total increase in general and administrative expense for the year ended December 31, 2011, includes
$8.9 million relating to increases in base and equity incentive compensation and accruals for cash bonuses, as well
as a $4.7 million increase in corporate office expenses. The increase in overall compensation and corporate office
expenses is largely the result of an increase in employee headcount between the two periods. G&A expense
decreased as a result of a $1.3 million increase in COPAS overhead reimbursements, caused by an increase in our
operated well count resulting from our drilling efforts, and a $500,000 decrease in cash payments accrued under the
Net Profits Plan. We expect payments made under the Net Profits Plan to trend with commodity prices.
Change in Net Profits Plan liability. Generally, this non-cash item is related to the change in the estimated
value of the associated liability between the reporting periods. Please refer to Note 11 - Fair Value Measurements in
Part II, Item 8 of this report for the impact the direct payment made to cash out several pools had on our change in
Net Profits Plan liability. For 2011, the change in Net Profits plan liability, a non-cash item, was a $25.5 million
benefit compared to a $34.4 million benefit in 2010. This non-cash charge or benefit is directly related to the
change in the estimated value of the associated liability between the reporting periods. We broadly expect the
change in our liability to continue to trend with changes in strip prices. The change in our liability is subject to
estimation and may change dramatically from period to period based on assumptions used for production rates,
reserve quantities, commodity pricing, discount rates, tax rates, and production costs. Payments made to
participants as a result of divestitures will also impact our liability.
Unrealized and realized derivative (gain) loss. We recognized an unrealized and realized derivative gain of
$37.1 million in 2011 compared to a loss of $8.9 million for the same period in 2010. The 2011 amount includes
gains resulting from unrealized changes in fair value on commodity derivative contracts of $62.8 million and
realized cash settlement losses on derivatives for which unrealized changes in fair value were not previously
68
recorded in other comprehensive loss of $25.7 million. The 2010 balance is comprised solely of the ineffective
portion of derivatives designated as cash flow hedges. Please refer to Note 10 - Derivative Financial Instruments in
Part II, Item 8 of this report for additional discussion.
Other operating expense. Other expense was $17.6 million in 2011 compared with $3.0 million in 2010.
The increase is a result of commission and legal costs associated with our Acquisition and Development Agreement
with Mitsui, as well as legal costs related to the arbitration proceedings against Anadarko E&P Company, LP during
the second half of 2011. Please refer to Note 12 - Acquisition and Development Agreement and Carry and Earning
Agreement, in Part II, Item 8 of this report for additional discussion on our Acquisition and Development
Agreement.
Income tax (expense) benefit . Income tax expense totaled $123.6 million for 2011 compared with $118.1
million for 2010, resulting in effective tax rates of 36.5 percent and 37.5 percent, respectively. The effective rate
change from 2010 primarily reflects changes in the mix of the highest marginal state tax rates, a multi-year research
and experimentation credit claim, an adjustment for anticipated utilization of charitable contributions carryovers,
and differing effects of other permanent differences including percentage depletion. Our current income tax benefit
in 2011 is $204,000 compared with current income tax expense of $3.5 million in 2010. These amounts were three
percent of the total income tax expense or benefit for 2010 and were not material for 2011.
At the end of 2010, federal legislation was passed making qualified property placed in service after
September 8, 2010, and before January 1, 2012, eligible for 100 percent bonus depreciation. This same law made
qualified property placed in service between January 1, 2010, and December 31, 2012, eligible for the 50 percent
bonus depreciation election. We continue to be in an accelerated development mode on several unconventional
projects. As a result, our election to utilize bonus depreciation for 2009, 2010, and 2011 is having the anticipated
impact of reducing alternative minimum tax thereby, resulting in lower amounts of current income tax benefit/
expense reported above. In 2011 we believe we will generate a net operating loss for income tax purposes and will
carry a portion of that loss back to 2010 to recover most of the tax paid in that year. The remaining net operating
loss is expected to be utilized in future years. We expect that the creation and utilization of net operating losses will
limit our future ability to deduct charitable contribution carryovers from prior years so we recorded a valuation
allowance related to that item.
During 2011, we completed a multi-year research and experimentation credit study. The study enabled us
to establish credit claims for prior years and the current year. Tax law allowing the calculation of these credits has
not been extended past December 31, 2011 as of the filing of this report. We expect to benefit from utilization of
the remaining credits in future years. Please refer to Risk Factors - Risks Related to Our Business for additional
discussion.
Comparison of Financial Results between 2010 and 2009
Oil and gas production revenue. Average daily production for the year ended December 31, 2010, increased
one percent to 301.4 MMCFE, compared with 298.8 MMCFE for the same period in 2009. The following table
presents the regional changes in our production and oil and gas revenues and costs between the two years.
69
ArkLaTex
Mid-Continent
South Texas & Gulf Coast
Permian
Rocky Mountain
Total
Average Net Daily
Production Added
(Lost)
(MMCFE/d)
Oil and Gas Revenue
Added
(in millions)
Production Costs
Increase (Decrease)
(in millions)
(1.5)
(7.2)
35.4
(1.3)
(22.8)
2.6
$
$
7.4
23.9
131.4
37.8
19.8
220.3
$
$
(5.8)
4.0
20.6
2.2
(32.7)
(11.7)
The largest regional production decrease occurred in the Rocky Mountain region as a result of our
divestitures of non-strategic oil and gas assets that occurred in the fourth quarter of 2009 and first quarter of 2010.
The largest production growth occurred in our South Texas & Gulf Coast region as a result of production from
drilling activity in our Eagle Ford shale program.
The following table summarizes the average realized prices we received in 2010 and 2009, before the
effects of hedging:
For the Years Ended
December 31,
2010
2009
Realized oil price ($/Bbl)
Realized gas price ($/Mcf)
Realized equivalent price ($/MCFE)
$
$
$
72.65
5.21
7.60
$
$
$
54.40
3.82
5.65
The 35 percent increase in average realized prices per MCFE coupled with a one percent increase in
production volumes between periods resulted in higher oil and gas revenue.
Realized hedge (loss) gain. We recorded a net realized hedge gain of $23.5 million for the year ended
December 31, 2010, compared with a net realized hedge gain of $140.6 million for the same period in 2009. These
gains were mainly related to favorable settlements on natural gas hedges. The realized net gains in 2010 and 2009
are comprised of realized cash settlements on all commodity derivative contracts.
Marketed gas system revenue and expense. Marketed gas system revenue increased $11.6 million to
$70.1 million for the year ended December 31, 2010, compared with $58.5 million for the year ended
December 31, 2009. Concurrent with the increase in marketed gas system revenue, marketed gas system expense
increased $9.1 million to $66.7 million for the year ended December 31, 2010, compared with $57.6 million for the
comparable period of 2009.
Gain on divestiture activity. We recorded a gain on divestiture activity of $155.3 million for the year ended
December 31, 2010, compared with $11.4 million for the comparable period of 2009. The 2010 gain relates to the
divestitures of non-strategic oil and gas properties located in our Rocky Mountain and Permian regions. The 2009
gain was mainly related to the Hanging Woman Basin property divestiture that closed in late 2009.
Oil and gas production expense. Total production costs decreased $11.7 million or six percent to
$195.1 million for the year ended December 31, 2010, compared with $206.8 million in 2009. Total oil and gas
production costs per MCFE decreased $0.12 to $1.77 for the year ended December 31, 2010, compared with $1.89
in 2009. This decrease is comprised of the following:
70
• A $0.23 decrease in recurring LOE on a per MCFE basis reflects the sale of non-strategic properties in
late 2009 and early 2010 with higher per unit LOE costs, which resulted in lower LOE on a per unit
basis year over year.
• A $0.11 increase in production taxes on a per MCFE basis is due to the increase in realized prices
between periods.
• Workover LOE and transportation costs on a per MCFE basis remained flat year over year.
Depletion, depreciation, amortization, and asset retirement obligation liability accretion. DD&A increased
$31.9 million, or ten percent, to $336.1 million in 2010 compared with $304.2 million in 2009. DD&A expense per
MCFE increased ten percent to $3.06 in 2010 compared to $2.79 in 2009. The increase was impacted by our
divestiture of lower cost basis properties in 2010, and higher DD&A rates in our Eagle Ford and Haynesville
programs.
Exploration. The components of exploration expense are summarized as follows:
Years Ended December 31,
2010
2009
Summary of Exploration Expense
Geological and geophysical expenses
Exploratory dry hole
Overhead and other expenses
Total
$
$
$
(in millions)
21.5
0.3
42.1
63.9
$
20.2
7.8
34.2
62.2
Exploration expense increased $1.7 million, or three percent, to $63.9 million in 2010 compared with $62.2
million for the same period in 2009. The overall increase in expense primarily relates to an increase in exploration
overhead, which is partially offset by a decrease in exploratory dry hole expense. In 2009, we had $7.8 million of
exploratory dry hole expense related to properties in our ArkLaTex region compared with minimal exploratory dry
hole expense in 2010. Other increases in exploration costs related to an increase in equity incentive compensation
expense are discussed under General and administrative below.
Impairment of proved properties. We recorded a $6.1 million impairment of proved oil and gas properties
in 2010 compared to $174.8 million in 2009. A significant decrease in commodity prices, including differentials,
during the first quarter of 2009 caused the majority of the non-cash impairment in that year. The largest portion of
the impairment in 2009 was $97.3 million related to assets located in the Mid-Continent region which were
impacted at the end of the first quarter by low natural gas prices and wider than normal differentials.
Abandonment and impairment of unproved properties. During 2010, we abandoned or impaired
$2.0 million of unproved properties compared with $45.4 million for 2009. The largest specific components of the
2009 impairment and abandonment related to our Floyd shale acreage located in Mississippi and certain acreage in
Oklahoma. Additionally in 2009, we incurred write-offs related to acreage that we did not maintain or related to
acreage that we did not believe will be prospective.
Impairment of materials inventory. There were no impairments of materials inventory recorded in 2010.
We recorded a $14.2 million impairment of materials inventory for the year ended December 31, 2009. The 2009
inventory impairment was caused by a decrease in the value of tubular goods and other raw materials.
71
General and administrative. General and administrative expense increased $30.7 million, or 40 percent, to
$106.7 million for the year ended December 31, 2010, compared with $76.0 million for the same period in 2009.
G&A increased $0.27 to $0.97 per MCFE for the year ended December 31, 2010, compared to $0.70 per MCFE for
the same period in 2009.
General and administrative expense increased due to a $21.9 million increase in base compensation, cash
bonus, and long-term incentive compensation expense for the year ended December 31, 2010, compared with the
same period in 2009. The increase in cash bonus and long-term incentive compensation expense reflects
compensation expense associated with the PSAs granted in the third quarter of 2010, as well as the improvement in
our performance and the anticipated achievement of various performance criteria, established by the Compensation
Committee of our Board of Directors.
Additionally, G&A expense increased as a result of a $5.1 million decrease in COPAS overhead
reimbursements, caused by a decrease in our operated well count resulting from our recent divestiture efforts, and a
$1.4 million increase in cash payments accrued under the Net Profits Plan.
Bad debt recovery. We did not record any bad debt expense or recovery of bad debt expense in 2010. In
2008, SemGroup, L.P. and certain of its North American subsidiaries filed for bankruptcy protection. At that time,
certain SemGroup L.P. entities were purchasing a portion of our oil production. As a result of the bankruptcy filing,
we recorded bad debt expense of $16.6 million as of December 31, 2008. In 2009, we sold a portion of our
SemGroup L.P. administrative claim, at which time we recorded a recovery of bad debt expense of $5.2 million.
Change in Net Profits Plan liability. For 2010, this non-cash item was a $34.4 million benefit compared to
a $7.1 million benefit for 2009. Payments made or accrued in 2010 as part of allocating the proceeds received from
divestitures decreased the estimated liability for the future amounts to be paid to plan participants.
Unrealized and realized derivative (gain) loss. We recognized a loss of $8.9 million in 2010 compared to a
loss of $20.5 million for 2009. This non-cash item is driven by the change in the value of our derivative position, as
well as the portion of that position that is considered ineffective for accounting purposes.
Other operating expense. Other expense decreased $10.5 million to $3.0 million in 2010 compared with
$13.5 million in 2009. During 2009, we incurred $1.5 million of expense related to the assignment of a drilling rig
contract in our Rocky Mountain region and incurred a loss related to hurricanes of $8.3 million.
Income tax (expense) benefit. Income tax expense totaled $118.1 million for 2010 compared to a tax
benefit of $60.1 million for 2009, resulting in effective tax rates of 37.5 percent and 37.7 percent, respectively. The
effective rate change from 2009 primarily reflects changes in the mix of the highest marginal state tax rates,
anticipated utilization of state tax net operating losses, and differing effects of other permanent differences,
including percentage depletion. Our current income tax expense in 2010 was $3.5 million compared to current
income tax benefit of $20.4 million in 2009. These amounts are three percent and 34 percent, respectively, of the
total income tax expense or benefit for each period.
Qualified property placed in service in 2009 and 2010, up to September 8, 2010, was eligible for 50 percent
bonus depreciation as a result of tax laws passed in 2008 and 2010. Qualified property placed in service after
September 8, 2010, was eligible for 100 percent bonus depreciation. Because we are currently in an accelerated
development mode on several of our unconventional projects we will not receive much of a current benefit resulting
solely from this deduction. However, making the respective elections for 2010 accelerates deductions impacting
our alternative minimum tax calculations in future years providing us with an anticipated opportunity, given current
development expectations, to limit the impact of alternative minimum tax on the calculation of current income tax
expense in those years. The amounts of current income tax expense reported above reflect our election to utilize
bonus depreciation for both years. The benefit of bonus depreciation in 2010 was limited by alternative minimum
tax calculations related to intangible drilling costs. Our 2009 current income tax benefit reflects creation of a net
operating loss due in part to bonus depreciation which we carried back to 2005 to obtain a refund.
72
Overview of Liquidity and Capital Resources
We believe we have sufficient liquidity and capital resources to execute our business plans for the
foreseeable future.
Sources of cash
Our primary sources of liquidity are the cash flows provided by our operating activities, use of our credit
facility, divestitures of properties, and other financing alternatives, including accessing capital markets. From time
to time, we may be able to enter into carrying cost funding and sharing arrangements with third parties for particular
exploration and/or development programs. All of our sources of liquidity can be impacted by the general condition
of the broad economy and by fluctuations in commodity prices, operating costs, and volumes produced, all of which
affect us and our industry. We have no control over the market prices for oil, gas, or NGLs, although we are able to
influence the amount of our realized revenues from our oil, gas, and NGL sales through the use of derivative
contracts as part of our commodity price risk management program. The borrowing base on our credit facility
could be reduced as a result of lower commodity prices or divestitures of producing properties. Historically,
decreases in commodity prices have limited our industry’s access to the capital markets.
We also consummated our Acquisition and Development Agreement with Mitsui that funds, or carries, 90
percent of certain for the drilling and completion of Eagle Ford shale wells in our non-operated Eagle Ford shale
position until $680.0 million has been expended on our behalf. This carry is expected to be realized over the next
three to four years.
In 2012, we expect cash flow from operations and divestiture proceeds will fund the majority of our capital
program. Our credit facility, which was undrawn as of year-end, will be used to fund the remaining balance of our
capital program. Although we expect our cash flow, expected divestiture proceeds, and available borrowing
capacity under our credit facility will be sufficient to fund our current capital program, accessing the capital markets
or the use of other financing alternatives are available options. We will continue to evaluate our property base to
identify and divest properties we consider non-core to our strategic goals.
Current proposals to fund the federal government budget include eliminating or reducing current tax
deductions for intangible drilling costs, the domestic production activities deduction, and percentage depletion.
Legislation modifying or eliminating these deductions would have the immediate effect of reducing operating cash
flows thereby reducing funding available for our exploration and development capital programs and those of our
peers in the industry. These funding reductions could have a significant adverse effect on drilling in the United
States for a number of years.
Credit facility
In May 2011, we entered into our Fourth Amended and Restated Credit Agreement for a $2.5 billion senior
secured revolving credit facility having a scheduled maturity date of May 27, 2016. This credit facility replaced our
prior $1.0 billion senior secured revolving credit facility. The initial borrowing base for the new credit facility was
$1.3 billion, which was subsequently increased as part of our normal redetermination process to $1.4 billion in the
third quarter of 2011, and reduced by approximately 25 percent of the aggregate principal amount of our 6.50%
Senior Notes, to $1.3 billion in the fourth quarter of 2011. Our lenders have agreed to an aggregate commitment
amount of $1.0 billion as of December 31, 2012. The borrowing base is redetermined semi-annually by our lenders.
We believe that the commitment amount is sufficient to meet our anticipated liquidity and operating needs.
Through the filing date of this report, we have experienced no issues drawing upon our credit facility. No
individual bank participating in the credit facility represents more than ten percent of the lending commitments
under the credit facility.
73
We had no borrowings outstanding under this facility as of December 31, 2011, and February 16, 2012. We
had two letters of credit outstanding under our credit facility, totaling $608,000, as of December 31, 2011, and
February 16, 2012. Letters of credit reduce the amount available under the credit facility on a dollar-for-dollar
basis. As a result, we had $999.4 million of available borrowing capacity under this facility as of December 31,
2011, and February 16, 2012. Our daily weighted-average credit facility debt balances for the years ended
December 31, 2011, and 2010, were $10.7 million and $54.6 million, respectively. Borrowings under our credit
facility are secured by mortgages on substantially all of our oil and gas properties. As of December 31, 2011, and
the filing date of this report, we were in compliance with all financial and non-financial covenants under our credit
facility. Please refer to Note 5 – Long-term Debt in Part II, Item 8 of this report for our borrowing base utilization
grid.
Senior Notes
In the first quarter of 2011, we issued $350.0 million in aggregate principal amount of 6.625% Senior Notes
at par. During the fourth quarter of 2011, we issued $350.0 million in aggregate principal amount of 6.50% Senior
Notes at par. Please refer to Note 5 – Long-term Debt in Part II, Item 8 of this report for additional discussion.
Weighted-average interest rates
Our weighted-average interest rates in the current and prior year include cash interest payments, cash fees
paid on the unused portion of the credit facility’s aggregate commitment amount, letter of credit fees, amortization
of the convertible notes debt discount, and amortization of deferred financing costs. Our weighted-average interest
rates for the years ended December 31, 2011, 2010, and 2009, were 8.5 percent, 8.3 percent and 5.4 percent,
respectively. The increase in our weighted-average interest rate from 2010 is the result of adding higher interest
rate debt in 2011, with higher fixed charges, and increased deferred financing costs. Our weighted-average
borrowing rates for the years ended December 31, 2011, 2010, and 2009, were 5.2 percent, 2.8 percent, and 2.9
percent, respectively. Our weighted-average borrowing rates include cash interest payments, and excludes, cash
fees paid on the unused portion of the credit facility’s aggregate commitment amount, letter of credit fees,
amortization of the convertible notes debt discount, and amortization of deferred financing costs.
We are subject to customary covenants under our credit facility, including limitations on dividend payments
and requirements to maintain certain financial ratios, which include debt to consolidated earnings before interest,
taxes, depreciation, depletion, amortization, and exploration expense of less than 4.0 to 1.0 and an adjusted current
ratio, as defined by our credit agreement, of no less than 1.0. As of December 31, 2011, our debt to EBITDAX ratio
and adjusted current ratio as defined by our credit agreement, were 1.11 and 3.04, respectively. As of the filing date
of this report, we are in compliance with all financial and non-financial covenants under our credit facility.
Uses of cash
We use cash for the acquisition, exploration, and development of oil and gas properties, and for the
payment of debt obligations, trade payables, overhead, income taxes, and stockholder dividends. Expenditures for
the exploration and development of oil and gas properties are the primary use of our capital resources. During
2011, we spent $1.6 billion for exploration, development capital expenditures, and leasehold acquisition. These
amounts differ from the cost incurred amounts based on the timing of cash payments associated with these activities
as compared to the accrual-based activity upon which the costs incurred amounts are presented.
The amount and allocation of future capital expenditures will depend upon a number of factors including
the number and size of available economic acquisitions and drilling opportunities, our cash flows from operating,
investing and financing activities, and our ability to assimilate acquisitions and execute our drilling program. In
addition, the impact of oil, natural gas, and NGL prices on investment opportunities, the availability of capital and
borrowing facilities, and the success of our development and exploratory activities may lead to changes in funding
requirements for future development. We regularly review our capital expenditure budget to assess changes in
current and projected cash flows, acquisition opportunities, debt requirements and other factors.
74
We may from time to time repurchase certain amounts of our outstanding debt securities for cash and/or
through exchanges for other securities. Such repurchases or exchanges may be made in open market transactions,
privately negotiated transactions, or otherwise. Any such repurchases or exchanges will depend on prevailing
market conditions, our liquidity requirements, contractual restrictions, compliance with securities laws, and other
factors. The amounts involved in any such transaction may be material.
In 2011, we paid $6.4 million in dividends to our stockholders, which constitutes an annual dividend of
$0.10 per share. Our intention is to continue to make dividend payments for the foreseeable future, subject to our
future earnings, our financial condition, credit facility and other covenants, and other factors which could arise.
Payment of future dividends remains at the discretion of the Board of Directors.
As of the filing date of this report, our Board has authorized us to repurchase up to 3,072,184 shares of our
common stock under our stock repurchase program. Shares may be repurchased from time to time in open market
transactions or privately negotiated transactions, subject to market conditions and other factors, including certain
provisions of our credit facility and the indentures governing our 6.625% Senior Notes and 6.50% Senior Notes,
compliance with securities laws, and the terms and provisions of our stock repurchase program. There were no
share repurchases in 2011, and we currently do not plan to repurchase shares in 2012.
On April 1, 2012, all or a portion of our outstanding 3.50% Senior Convertible Notes can be put to us at the
option of the respective noteholders. If the notes are put to us on that date, we have the option of paying the
purchase price in cash, shares of our common stock, or any combination thereof. On or after April 6, 2012, we will
have the option of redeeming all or a portion of the outstanding notes for cash. The notes are convertible into
shares of our common stock under certain circumstances, including if they are called for redemption, and we may
elect to settle conversion obligations in cash, shares of our common stock, or a combination thereof. Depending on
the then current trading level of our common stock and our liquidity position, we may elect to redeem the 3.50%
Convertible Notes in 2012. The closing price of our common stock exceeded the conversion trigger price of $70.75
per share for at least 20 trading days in the 30 consecutive trading days ending on the last trading day for the
quarters ended March 31, 2011, and December 31, 2011. However, none of the holders opted to convert their
3.50% Senior Convertible Notes during the second quarter of 2011. The notes will be convertible during the first
quarter of 2012.
The following table presents amounts and percentage changes between years in net cash flows from our
operating, investing, and financing activities. The analysis following the table should be read in conjunction with
our consolidated statements of cash flows in Part II, Item 8 of this report.
As of and for the Years Ended
December 31,
2010
2011
2009
Amount of Changes
Between
Percent of Change
Between
2011/2010
2010/2009
2011/2010
2010/2009
Net cash provided by
operating activities
Net cash (used in)
investing activities
Net cash provided by
(used in) financing
activities
(in millions)
$
760.5
$ 497.1
$ 436.1
$
263.4
$
61.0
53 %
$ (1,264.9)
$ (361.6)
$ (304.1)
$
(903.3)
$
(57.5)
250 %
14%
19%
$
618.5
$ (141.1)
$ (127.5)
$
759.6
$
(13.6)
(538)%
11%
Analysis of cash flow changes between 2011 and 2010
Operating activities. Cash received from oil, gas, and NGL production revenues, net of derivative cash
settlements of $46.4 million, increased $409.4 million to $1.2 billion for the year ended December 31, 2011. The
increase was the result of a 50 percent increase in production revenue including derivative cash settlements.
75
Additionally, cash paid for lease operating expenses in 2011 increased $26.5 million compared with 2010. We
received $4.0 million in income tax refunds in 2011 compared to $25.6 million received during 2010.
Investing activities. Cash used for investing activities was $1.3 billion for the year ended
December 31, 2011, compared with $361.6 million for the same period in 2010. Cash spent on 2011 capital
expenditures increased $964.8 million, or 144 percent, to $1.6 billion. This increase in capital and exploration
activities was financed mainly by higher cash flows available from operating activities, divestiture proceeds, and
proceeds from the issuance of our 6.625% Senior Notes and 6.50% Senior Notes. Proceeds received from
divestitures increased $53.0 million to $364.5 million for the year ended December 31, 2011, due to an increase in
the size of the divestiture packages.
Financing activities. Net repayments to our credit facility decreased $92.0 million for the year ended
December 31, 2011, compared to 2010 as our strong cash position throughout 2011 resulted in decreased
borrowings. After deducting aggregate fees of $15.8 million, we received aggregate net proceeds of $684.2 million
due to the issuance of our 6.625% Senior Notes and 6.50% Senior Notes during 2011. We spent $8.7 million on
debt issuance costs for our amended credit facility during the year ended December 31, 2011.
Analysis of cash flow changes between 2010 and 2009
Operating activities. Cash received from oil and gas production revenues, net of the realized effects of
derivative cash settlements, increased $84.6 million to $836.4 million for the year ended December 31, 2010. The
increase was the result of a one percent increase in production and a 13 percent increase in our net realized price
after derivative cash settlements, resulting in a 14 percent increase in production revenue. Included in the 2010 oil
and gas production revenue amounts was $23.5 million of net realized hedging gains. Additionally, cash paid for
lease operating expenses in 2010 decreased $29.2 million compared with 2009. We received $25.6 million in
income tax refunds in 2010 compared to $9.9 million received during 2009.
Investing activities. Cash used for investing activities was $361.6 million for the year ended
December 31, 2010, compared with $304.1 million for the same period in 2009. We received proceeds of $311.5
million primarily from the sale of non-strategic properties located in our Rocky Mountain and Permian regions.
The $39.9 million of proceeds from the sale of oil and gas properties received in 2009 related primarily to the sale
of non-strategic properties located in our Rocky Mountain region that were divested of in the fourth quarter of
2009. Cash outflows for 2010 capital expenditures increased $289.0 million, or 76 percent, to $668.3 million. This
was due to increased drilling activity as a result of more favorable commodity prices, an improved overall macro-
economic environment, and our drilling activities in our Eagle Ford shale play. We received $16.8 million in
proceeds from an insurance settlement relating to Hurricane Ike for the year ended December 31, 2009, but no
material insurance proceeds were received in 2010.
Financing activities. Net repayments to our credit facility increased $28.0 million for the year ended
December 31, 2010, compared to 2009. We spent $11.1 million on debt issuance costs for our amended credit
facility during the year ended December 31, 2009. We did not incur any debt issuance costs in 2010. We received
$3.3 million more in proceeds from the sale of common stock in 2010, than in 2009.
Commodity Price Risk and Interest Rate Risk
We are exposed to market risk, including the effects of changes in oil, gas, and NGL commodity prices and
changes in interest rates. Changes in interest rates can affect the amount of interest we earn on our cash, cash
equivalents, and short-term investments, and the amount of interest we pay on borrowings under our revolving
credit facility. Changes in interest rates do not affect the amount of interest we pay on our fixed-rate 3.50% Senior
Convertible Notes, 6.625% Senior Notes, or 6.50% Senior Notes, but do affect their fair market value.
For fixed-rate debt, interest rate changes affect the fair market value but do not impact results of operations
or cash flows. Conversely, interest rate changes for floating-rate debt generally do not affect the fair market value
76
but do impact future results of operations and cash flows, assuming other factors are held constant. The carrying
amount of our floating-rate debt typically approximates its fair value. We had no floating-rate debt outstanding as
of December 31, 2011. Our fixed-rate debt outstanding, net of debt discount, at this same date was $985.1 million.
As of December 31, 2011, we do not have any interest rate hedges in place to mitigate potential interest rate risks.
Because we produce and sell oil, gas, and NGLs, our financial results are affected when prices for these
commodities fluctuate. The following table reflects our estimate of the effect on net cash flows from operations of
a ten percent change in our adjusted price for oil, gas, or NGLs, and in combination for the years presented,
inclusive of the impact of derivative cash settlements. These amounts have been reduced by the effective income
tax rate applicable to each period since a reduction in revenue would reduce income taxes. General and
administrative expenses have not been adjusted. To fund the capital expenditures we incurred in those years we
would have been required to utilize amounts under our credit facility as a source of funds. In each of these years we
would have had sufficient unused borrowing capacity available under our credit facility to meet this contingency
without reducing or eliminating expenditures or altering our growth strategy.
The table below shows the effect of a ten percent decrease in adjusted price on net cash flow from
operations:
Oil
Natural Gas
NGLs
Total
$
$
2011
2009
For the Years Ended December 31,
2010
(in millions)
(48.7)
$
(30.5)
—
(79.2)
(73.7)
(37.9)
(18.4)
(130.0)
$
$
$
(29.5)
(11.9)
—
(41.4)
We enter into commodity derivative contracts in order to reduce the impact of fluctuations in commodity
prices. Please refer to Note 10 – Derivative Financial Instruments of Part II, Item 8 of this report for additional
information about our oil, gas, and NGL derivative contracts, and additional information is below under the caption
Summary of Oil, Gas, and NGL Derivative Contracts in Place. We do not anticipate significant changes in existing
derivative contract transactions.
Summary of Oil, Gas, and NGL Derivative Contracts in Place
Our oil, gas, and NGLs derivative contracts include costless swaps and costless collar arrangements. All
contracts are entered into for other-than-trading purposes. Please refer to Note 10 – Derivative Financial
Instruments in Part II, Item 8 of this report for additional information regarding accounting for our derivative
transactions. Commodity derivatives are an important part of our financial risk management program. The amount
of commodity derivative contracts we enter into is driven by the amount of debt on our accompanying consolidated
balance sheets and the level of capital and long-term commitments we have made, as well as considerations of other
factors.
As of December 31, 2011, our commodity derivative contracts through the second quarter of 2014 totaled
7.5 million Bbls of oil, 56.7 million MMBtu of gas, and 1.3 million Bbls of NGLs. As of February 16, 2012, the
Company had commodity derivative contracts in place through the fourth quarter of 2014 for a total of 11.0 million
Bbls of oil, 77.9 million MMBtu of gas, and 1.5 million Bbls of NGLs.
In a typical commodity swap agreement, if the agreed-upon published third-party index price is lower than
the swap fixed price, we receive the difference between the index price and the agreed upon swap fixed price. If the
index price is higher than the swap fixed price, we pay the difference. For collar agreements, we receive the
difference between an agreed upon index and the floor price if the index price is below the floor price. We pay the
difference between the agreed upon contracted ceiling price and the index price if the index price is above the
77
contracted ceiling price. No amounts are paid or received if the index price is between the contracted floor and
ceiling prices.
The following tables describe the approximate volumes, average contract prices, and fair value of contracts
we have in place as of December 31, 2011:
Oil contracts
Oil Swaps:
Contract Period
First quarter 2012
Second quarter 2012
Third quarter 2012
Fourth quarter 2012
2013
2014
All oil swaps
Oil Collars:
Contract Period
First quarter 2012
Second quarter 2012
Third quarter 2012
Fourth quarter 2012
2013
2014
All oil collars
NYMEX WTI
Volumes
(Bbls)
Weighted-
Average
Contract
Price
(per Bbl)
Fair Value at
December 31, 2011
(Liability)
(in millions)
569,000
524,000
489,000
463,000
616,000
661,000
3,322,000
$
$
$
$
$
$
84.15
84.19
83.87
87.08
88.22
91.72
$
$
(8.5)
(7.9)
(7.2)
(5.0)
(4.8)
(0.9)
(34.3)
NYMEX WTI
Volumes
(Bbls)
Weighted-
Average
Floor
Price
(per Bbl)
Weighted-
Average
Ceiling
Price
(per Bbl)
Fair Value at
December 31, 2011
Assets (Liability)
(in millions)
391,000
372,000
347,000
325,000
2,147,000
560,000
4,142,000
$
$
$
$
$
$
76.58
76.55
76.45
76.34
75.84
80.00
$
$
$
$
$
$
109.96
109.88
109.70
109.60
109.81
116.05
$
$
(0.5)
(0.9)
(0.9)
(0.8)
(4.2)
1.2
(6.1)
78
Natural Gas Contracts
Natural Gas Swaps:
Contract Period
First quarter 2012
Second quarter 2012
Third quarter 2012
Fourth quarter 2012
2013
2014
All natural gas swaps*
Volumes
(MMBtu)
7,930,000
7,140,000
6,510,000
6,020,000
13,810,000
2,910,000
44,320,000
$
$
$
$
$
$
Weighted-
Average
Contract
Price
(per MMBtu)
Fair Value at
December 31, 2011
Asset
(in millions)
5.15
4.77
4.95
5.20
5.05
5.42
$
$
17.4
12.6
11.7
10.7
17.0
3.3
72.7
*Natural gas swaps are comprised of IF ANR OK (1%), IF CIG (2%), IF El Paso Permian (2%), IF HSC (8%), IF
NGPL MidCont. (1%), IF NGPL TXOK (6%), IF NNG Ventura (1%), IF PEPL (19%), IF Reliant N/S (34%), and
IF TETCO STX (26%).
Natural Gas Collars:
Contract Period
2013
2014
All natural gas collars*
Volumes
(MMBtu)
6,650,000
5,734,000
12,384,000
Weighted-
Average
Floor
Price
(per MMBtu)
4.39
4.38
Weighted-
Average
Ceiling
Price
(per MMBtu)
Fair Value at
December 31, 2011
Asset
(in millions)
5.34
5.36
$
$
4.8
2.7
7.5
*Natural gas collars are comprised of IF HSC (18%), IF NGPL TXCO (18%), IF Reliant N/S (29%), and IF
TETCO STX (35%).
Natural Gas Liquid Contracts
NGL Swaps:
Contract Period
First quarter 2012
Second quarter 2012
Third quarter 2012
Fourth quarter 2012
2013
All NGL swaps*
Volumes
(Bbls)
349,000
314,000
287,000
266,000
84,000
1,300,000
$
$
$
$
$
Weighted-
Average
Contract
Price
(per Bbl)
Fair Value at
December 31, 2011
(Liability)
(in millions)
46.04
45.64
47.85
47.72
44.95
$
$
(3.4)
(2.2)
(1.1)
(1.0)
(0.9)
(8.6)
*NGL swaps are comprised of OPIS Mont. Belvieu LDH Propane (32%), OPIS Mont. Belvieu Purity Ethane
(41%), OPIS Mont. Belvieu NON-LDH Isobutane (5%), OPIS Mont. Belvieu NON-LDH Natural Gasoline (11%),
and OPIS Mont. Belvieu NON-LDH Normal Butane (11%).
79
Commodity Derivative Contracts Entered into After December 31, 2011
The following tables include all commodity derivative contracts entered into subsequent to
December 31, 2011, through February 16, 2012:
Oil Collars:
Contract Period
First quarter 2012
Second quarter 2012
Third quarter 2012
Fourth quarter 2012
2013
2014
All oil collars
Natural Gas Swaps:
Contract Period
Fourth quarter 2012
2013
2014
All natural gas swap contracts
NYMEX WTI
Volumes
(Bbls)
Weighted-
Average
Floor
Price
(per Bbl)
Weighted-
Average
Ceiling
Price
(per Bbl)
323,000
371,000
291,000
241,000
720,000
1,614,000
3,560,000
$
$
$
$
$
$
85.00
85.00
85.00
85.00
85.00
85.00
$
$
$
$
$
$
115.90
115.90
115.90
115.90
111.00
105.12
Weighted-
Average
Contract
Price
(per MMBtu)
2.98
3.43
3.95
Volumes
(MMBtu)
2,404,000
6,699,000
12,044,000
21,147,000
$
$
$
*Natural gas swaps are comprised of IF HSC (76%), IF NGPL TXOK (5%), IF PEPL (10%), IF Reliant N/S (9%).
NGL Swaps:
Contract Period
First quarter 2012
Second quarter 2012
Third quarter 2012
Fourth quarter 2012
All NGL swap contracts
Weighted-
Average
Contract
Price
(per Bbl)
83.11
83.07
83.09
83.06
Volumes
(Bbls)
61,000
73,000
59,000
50,000
243,000
$
$
$
$
*NGL swaps are comprised of OPIS Mont. Belvieu NON-LDH Isobutane (36%), OPIS Mont. Belvieu NON-LDH
Natural Gasoline (36%), and OPIS Mont. Belvieu NON-LDH Normal Butane (28%).
80
Schedule of Contractual Obligations
The following table summarizes our future estimated principal payments and minimum lease payments for
the periods specified (in millions):
Contractual Obligations
Long-term debt
Derivative liability
Net Profits Plan
Delivery commitments
Operating leases and contracts
Other
Total
Total
1,391.0
55.9
105.8
893.6
205.4
18.6
2,670.3
$
$
Less than
1 year
$
$
347.1
42.9
20.8
24.1
106.9
6.5
548.3
1-3 years
91.9
$
13.0
37.6
134.3
74.0
11.4
362.2
$
3-5 years
91.9
$
—
32.0
190.3
7.7
0.3
322.2
$
More than
5 years
$
$
860.1
—
15.4
544.9
16.8
0.4
1,437.6
The long-term debt line in this table includes $287.5 million for the 3.50% Senior Convertible Notes,
$350.0 million for the 6.625% Senior Notes, and $350.0 million for the 6.50% Senior Notes. The long-term debt
balance also includes accrued interest of $173.0 million and $228.0 million for the 6.625% Senior Notes and the
6.50% Senior Notes, respectively. Additionally, we have assumed that we will redeem the 3.50% Senior
Convertible Notes during 2012. Accordingly, $2.5 million of interest payments related to the 3.50% Senior
Convertible Notes are included in long-term debt in the table above. The actual payments under our revolving
credit facility will vary significantly. We had no outstanding borrowings under our credit facility as of December
31, 2011.
The above table includes estimated oil, gas, and NGL derivative payments of $55.9 million based on future
market prices as of December 31, 2011. This amount represents only the liability portion of the marked-to-market
value of our commodity derivatives at December 31, 2011; it does not include estimated oil, gas, and NGL
derivative receipts based on December 31, 2011, market prices. This amount varies from the fair value of our
derivative assets and liabilities presented on the accompanying consolidated balance sheets, as the fair value of such
derivative contracts considers time value, volatility, and the risk of non-performance for us and for our
counterparties. Both the marked-to-market value and fair value will change as oil, gas, and NGL commodity prices
change. The overall fair value of our commodity derivative portfolio as of December 31, 2011, was a net asset of
$31.2 million.
The table also includes $105.8 million in other long-term liabilities that represents six years of
undiscounted forecasted payments for the Net Profits Plan. Payments are expected to gradually decrease for the
years beyond what is shown in this table. The amounts recorded on the accompanying consolidated balance sheets
reflect all future Net Profits Plan payments and the impact of discounting, and therefore differ from the amounts
disclosed in this table. The variability in the amount of payments will be a direct reflection of commodity prices,
production rates, capital expenditures, and operating costs in future periods. Predicting the timing and amounts of
payments associated with this liability is contingent upon estimates of appropriate discount factors, adjusting for
risk and time value, and upon a number of factors we cannot control.
The other line in the table includes the remaining funded portion of our estimated pension liability of $15.5
million, even though we recognize that we cannot accurately determine the timing of future payments. We are
expected to make contributions to the Pension Plan in 2012 of $4.9 million. We made contributions of $5.3 million
and in 2011.
81
In addition to the amounts included in the table above, we entered into a capital project in 2011 for the
development of infrastructure in our non-operated Eagle Ford shale play, which will extend through 2013. Pursuant
to the terms of our agreement for the construction, ownership, and operation of these assets, we are required to pay
our portion of the expenses. Based on current estimates, we do not expect our commitment costs to exceed $75.0
million over the duration of the agreement.
We have excluded asset retirement obligations because we are not able to accurately predict the precise
timing of these amounts.
Please refer to Note 8 – Pension Benefits, Note 9 – Asset Retirement Obligations, and Note 7 –
Compensation Plans, Note 10 – Derivative Financial Instruments, and Note 6 – Commitments and Contingencies in
Part II, Item 8 of this report for additional discussion regarding our pension liability, asset retirement obligations,
Net Profits Plan liability, derivative contracts, operating leases, and gathering, processing, and transportation
through-put commitments.
Off-balance Sheet Arrangements
As part of our ongoing business, we have not participated in transactions that generate relationships with
unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special
purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements
or other contractually narrow or limited purposes. As of December 31, 2011, we have not been involved in any
unconsolidated SPE transactions.
We evaluate our transactions to determine if any variable interest entities exist. If it is determined that we
are the primary beneficiary of a variable interest entity, that entity is consolidated into our consolidated financial
statements.
Critical Accounting Policies and Estimates
Our discussion of financial condition and results of operations is based upon the information reported in our
consolidated financial statements. The preparation of these consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to make assumptions and estimates that
affect the reported amounts of assets, liabilities, revenues, and expenses as well as the disclosure of contingent
assets and liabilities as of the date of our financial statements. We base our estimates on historical experience and
various other sources that we believe to be reasonable under the circumstances. Actual results may differ from the
estimates we calculate due to changes in circumstances, global economics and politics, and general business
conditions. A summary of our significant accounting policies is detailed in Note 1 – Summary of Significant
Accounting Policies in Part II, Item 8 of this report. We have outlined below those policies identified as being
critical to the understanding of our business and results of operations and which require the application of
significant management judgment.
Oil and gas reserve quantities. Our estimated reserve quantities and future net cash flows are critical to the
understanding of the value of our business. They are used in comparative financial ratios and are the basis for
significant accounting estimates in our financial statements including the calculations of depletion and impairment
of proved oil and gas properties and the estimate of our Net Profits Plan liability. Future cash inflows and future
production and development costs are determined by applying prices and costs, including transportation, quality
differentials, and basis differentials, applicable to each period to the estimated quantities of proved reserves
remaining to be produced as of the end of that period. Expected cash flows are discounted to present value using an
appropriate discount rate. For example, the standardized measure calculations require a ten percent discount rate to
be applied. Although reserve estimates are inherently imprecise, and estimates of new discoveries and undeveloped
locations are more imprecise than those of established producing oil and gas properties, we make a considerable
effort in estimating our reserves, including using independent reserve engineering consultants. We expect that
periodic reserve estimates will change in the future as additional information becomes available and as commodity
82
prices and operating and capital costs change. We evaluate and estimate our proved reserves at December 31 and
June 30 of each year. For purposes of depletion and impairment, reserve quantities are adjusted at all interim
periods for the estimated impact of additions and dispositions. Changes in depletion or impairment calculations
caused by changes in reserve quantities or net cash flows are recorded in the period the reserve estimates change.
Please refer to Supplemental Oil and Gas Information in Part II, Item 8 of this report.
The following table presents information about reserve changes from period to period that due to items we
do not control, such as price, and from changes due to production history and well performance. These changes do
not require a capital expenditure on our part, but may have resulted from capital expenditures we incurred to
develop other estimated proved reserves.
For the Years Ended December 31,
2009
2010
BCFE
BCFE
Change
Change
2011
BCFE
Change
Revisions resulting from price changes
Revisions resulting from performance
Total
(25.3)
36.8
11.5
42.6
(17.9)
24.7
12.0
(61.6)
(49.6)
As previously noted, commodity prices are volatile, and estimates of reserves are inherently imprecise.
Consequently, we expect to continue experiencing these types of changes. Please refer to additional reserves
discussion under Overview of the Company.
The following table reflects the estimated BCFE change and percentage change to our total reported reserve
volumes from the described hypothetical changes:
2011
For the Years Ended December 31,
2010
2009
BCFE
Change
Percentage
Change
BCFE
Change
Percentage
Change
BCFE
Change
Percentage
Change
A 10% decrease in SEC
pricing
A 10% decrease in proved
undeveloped reserves
(22.2)
(41.5)
(2)%
(3)%
(13.9)
(29.7)
(1)%
(3)%
(25.1)
(14.2)
(3)%
(2)%
The table above solely reflects the impact of a ten percent change in SEC pricing or decrease in proved
undeveloped reserves and does not include additional impacts to our proved reserves that may result from our
internal intent to drill hurdles. Additional reserve information can be found in the reserve table and discussion
included in Items 1 and 2 of Part I of this report, and in Supplemental Oil and Gas Disclosures of Part II, Item 8 of
this report.
Successful efforts method of accounting. Accounting principles generally accepted in the United States
provide for two alternative methods for the oil and gas industry to use in accounting for oil and gas producing
activities. These two methods are generally known in our industry as the full cost method and the successful efforts
method. Both methods are widely used. The methods are different enough that in many circumstances the same set
of facts will provide materially different financial statement results within a given year. We have chosen the
successful efforts method of accounting for our oil and gas producing activities. A more detailed description is
included in Note 1 - Summary of Significant Accounting Policies of Part II, Item 8 of this report.
83
Revenue recognition. Our revenue recognition policy is significant because revenue is a key component of
our results of operations and our forward-looking statements contained in our analysis of liquidity and capital
resources. We derive our revenue primarily from the sale of produced oil, gas, and NGLs. We report revenue as the
gross amounts we receive before taking into account production taxes and transportation costs, which are reported
as separate expenses. Revenue is recorded in the month our production is delivered to the purchaser, but payment is
generally received between 30 and 90 days after the date of production. No revenue is recognized unless it is
determined that title to the product has transferred to a purchaser. At the end of each month we make estimates of
the amount of production delivered to the purchaser and the price we will receive. We use our knowledge of our
properties, their historical performance, NYMEX and local spot market prices, and other factors as the basis for
these estimates. Variances between our estimates and the actual amounts received are recorded in the month
payment is received. A ten percent change in our year-end revenue accrual would have impacted net income before
tax by $14.9 million in 2011.
Change in Net Profits Plan Liability. We record the estimated liability of future payments for our Net
Profits Plan. The estimated liability is calculated based on a number of assumptions, including estimates of proved
reserves, estimated future capital, present value discount factors, pricing assumptions, and overall market
conditions. Please refer to Note 11 - Fair Value Measurements in Part II, Item 8 of this report for additional
discussion.
Asset retirement obligations. We are required to recognize an estimated liability for future costs associated
with the abandonment of our oil and gas properties. We base our estimate of the liability on our historical
experience in abandoning oil and gas wells projected into the future based on our current understanding of federal
and state regulatory requirements. Our present value calculations require us to estimate the economic lives of our
properties, assume what future inflation rates apply to external estimates, and determine what credit-adjusted risk-
free discount rate to use. The impact to the accompanying consolidated statements of operations from these
estimates is reflected in our depreciation, depletion, and amortization calculations and occurs over the remaining
life of our respective oil and gas properties. Please refer to Note 9 – Asset Retirement Obligations in Part II, Item 8
of this report.
Impairment of oil and gas properties. Our proved oil and gas properties are recorded at cost. We evaluate
our proved properties for impairment at least annually and when events or changes in circumstances indicate that a
decline in the recoverability of their carrying value may have occurred. We estimate the expected future cash flows
of our oil and gas properties and compare these undiscounted cash flows to the the carrying amount of the oil and
gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated
undiscounted future cash flows, we will write down the carrying amount of the oil and gas properties to fair value.
The factors used to determine fair value include, but are not limited to, estimates of reserves, future commodity
prices, future production estimates, estimated future capital expenditures, and discount rates.
Unproved oil and gas properties are assessed periodically for impairment on a lease-by-lease basis based on
the remaining lease terms, drilling results, commodity price outlook, and future capital allocations. An impairment
allowance is provided on unproven property when we determine that the property will not be developed or the
carrying value will not be realized. Please refer to section Impairment of Proved and Unproved Properties in Note
1 - Summary of Significant Accounting Policies in Part II, Item 8 of this report for impairment results.
Derivatives and Hedging. We periodically enter into commodity derivative contracts to manage our
exposure to oil and gas price volatility. The accounting treatment for the change in fair value of a derivative
instrument is dependent upon whether or not a derivative instrument is designated as a hedge. Effective January 1,
2011, we elected to de-designate all of our commodity derivatives that had previously been designated as cash flow
hedges as of December 31, 2010, and have elected to discontinue hedge accounting prospectively. Changes in fair
value of a derivative designated as a cash flow hedge are recognized, to the extent the hedge is effective, in
accumulated other comprehensive loss until the hedged item is recognized in earnings. Changes in the fair value of
a derivative instrument designated as a fair value hedge, to the extent the hedge is effective, have no effect on the
statement of income because changes in fair value of the derivative offsets changes in the fair value of the hedged
84
item. Where hedge accounting is not elected or if a derivative instrument does not qualify as either a fair value
hedge or a cash flow hedge, changes in fair value are recognized in earnings. Hedge effectiveness is assessed at
least quarterly based on total changes in the derivative's fair value and any ineffective portion of the derivative
instrument's change in fair value is recognized immediately in earnings. The estimated fair value of our derivative
instruments requires substantial judgment. These values are based upon, among other things, whether or not the
forecasted hedged transaction will occur, option pricing models, futures prices, volatility, and time to maturity and
credit risk. The values we report in our financial statements changes as these estimates are revised to reflect actual
results, changes in market conditions or other factors, many of which are beyond our control.
Income taxes. We provide for deferred income taxes on the difference between the tax basis of an asset or
liability and its carrying amount in our financial statements. This difference will result in taxable income or
deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively.
Considerable judgment is required in predicting when these events may occur and whether recovery of an asset is
more likely than not. Additionally, our federal and state income tax returns are generally not filed before the
consolidated financial statements are prepared. Therefore, we estimate the tax basis of our assets and liabilities at
the end of each period as well as the effects of tax rate changes, tax credits, and net operating and capital loss
carryforwards and carrybacks. Adjustments related to differences between the estimates we use and actual amounts
we report are recorded in the periods in which we file our income tax returns. These adjustments and changes in
our estimates of asset recovery and liability settlement could have an impact on our results of operations. A one
percent increase and decrease in our effective tax rate would have changed our calculated income tax expense by
$3.5 million and $3.2 million, respectively, for the year ended December 31, 2011.
Accounting Matters
Please refer to the section entitled Recently Issued Accounting Standards under Note 1 – Summary of
Significant Accounting Policies for additional information on the recent adoption of new authoritative accounting
guidance in Part II, Item 8 of this report.
Environmental
We believe we are in substantial compliance with environmental laws and regulations and do not currently
anticipate that material future expenditures will be required under the existing regulatory framework. However,
environmental laws and regulations are subject to frequent changes and we are unable to predict the impact that
compliance with future laws or regulations, such as those currently being considered as discussed below, may have
on future capital expenditures, liquidity, and results of operations.
Hydraulic fracturing. Hydraulic fracturing is an important and common practice that is used to stimulate
production of hydrocarbons, particularly natural gas, from tight formations. For additional information about
hydraulic fracturing and related environmental matters, see Risk Factors – Risks Related to Our Business –
Proposed federal and state legislation and regulatory initiatives related to hydraulic fracturing could result in
increased costs and additional operating restrictions or delays.
Climate Change. In December 2009, the EPA determined that emissions of carbon dioxide, methane, and
other ‘‘greenhouse gases’’ present an endangerment to public health and the environment because emissions of such
gases are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes.
Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of
greenhouse gases under existing provisions of the CAA. The EPA recently adopted two sets of rules regulating
greenhouse gas emissions under the CAA, one of which requires a reduction in emissions of greenhouse gases from
motor vehicles and the other of which regulates emissions of greenhouse gases from certain large stationary
sources, effective January 2, 2011. The EPA has also adopted rules requiring the reporting of greenhouse gas
emissions from specified large greenhouse gas emission sources in the United States, including petroleum
85
refineries, on an annual basis, beginning in 2011 for emissions occurring after January 1, 2010, as well as certain
onshore oil and natural gas production facilities, on an annual basis, beginning in 2012 for emissions occurring in
2011.
In addition, the United States Congress has from time to time considered adopting legislation to reduce
emissions of greenhouse gases and almost one-half of the states have already taken legal measures to reduce
emissions of greenhouse gases primarily through the planned development of greenhouse gas emission inventories
and/or regional greenhouse gas cap and trade programs. Most of these cap and trade programs work by requiring
major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and gas
processing plants, to acquire and surrender emission allowances. The number of allowances available for purchase
is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal.
The adoption of legislation or regulatory programs to reduce emissions of greenhouse gases could require
us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire
emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory
programs could also increase the cost of consuming, and thereby reduce demand for, the oil and natural gas we
produced. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have
an adverse effect on our business, financial condition and results of operations. Finally, it should be noted that
some scientists have concluded that increasing concentrations of greenhouse gases in the earth’s atmosphere may
produce climate changes that have significant physical effects, such as increased frequency and severity of storms,
droughts, and floods and other climatic events. If any such effects were to occur, they could have an adverse effect
on our financial condition and results of operations.
In terms of opportunities, the regulation of greenhouse gas emissions and the introduction of alternative
incentives, such as enhanced oil recovery, carbon sequestration and low carbon fuel standards, could benefit us in a
variety of ways. For example, although climate change legislation could reduce the overall demand for the oil and
natural gas that we produce, the relative demand for natural gas may increase since the burning of natural gas
produces lower levels of emissions than other readily available fossil fuels such as oil and coal. In addition, if
renewable resources, such as wind or solar power become more prevalent, natural gas-fired electric plants may
provide an alternative backup to maintain consistent electricity supply. Also, if states adopt low-carbon fuel
standards, natural gas may become a more attractive transportation fuel. Approximately 59 and 65 percent of our
production on an MCFE basis in 2011 and 2010, respectively, was natural gas. Market-based incentives for the
capture and storage of carbon dioxide in underground reservoirs, particularly in oil and natural gas reservoirs, could
also benefit us through the potential to obtain greenhouse gas emission allowances or offsets from or government
incentives for the sequestration of carbon dioxide.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is provided under the captions Commodity Price Risk and Interest
Rate Risk and Summary of Oil, Gas, and NGL Derivative Contracts in Place in Item 7 above and is incorporated
herein by reference.
86
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
SM Energy Company and Subsidiaries
Denver, Colorado
We have audited the accompanying consolidated balance sheets of SM Energy Company and subsidiaries (the
“Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations,
stockholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period
ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position
of SM Energy Company and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2011, in conformity with accounting
principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of oil and gas
reserve estimation and related required disclosures in 2009 with the implementation of new accounting guidance.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the
criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 23, 2012, expressed an unqualified
opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
February 23, 2012
87
SM ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
December 31,
2011
2010
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable (note 2)
Refundable income taxes
Prepaid expenses and other
Derivative asset
Deferred income taxes
Total current assets
Property and equipment (successful efforts method), at cost:
Land
Proved oil and gas properties
Less - accumulated depletion, depreciation, and amortization
Unproved oil and gas properties
Wells in progress
Materials inventory, at lower of cost or market
Oil and gas properties held for sale
Other property and equipment, net of accumulated depreciation of $23,985 in 2011 and
$15,480 in 2010
Total property and equipment, net
Other noncurrent assets:
Derivative asset
Restricted cash (note 1)
Other noncurrent assets
Total other noncurrent assets
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses (note 2)
Derivative liability
Other current liabilities
Total current liabilities
Noncurrent liabilities:
Long-term credit facility
3.50% Senior Convertible Notes, net of unamortized discount of $2,431 in 2011 and
$11,827 in 2010
6.625% Senior Notes
6.50% Senior Notes
Asset retirement obligation
Asset retirement obligation associated with oil and gas properties held for sale
Net Profits Plan liability (note 11)
Deferred income taxes
Derivative liability
Other noncurrent liabilities
Total noncurrent liabilities
Commitments and contingencies (note 6)
Stockholders' equity:
Common stock, $0.01 par value - authorized: 200,000,000 shares; issued: 64,145,482 shares
in 2011 and 63,412,800 shares in 2010; outstanding, net of treasury shares: 64,064,415
shares in 2011 and 63,310,165 shares in 2010
Additional paid-in capital
Treasury stock, at cost: 81,067 shares in 2011 and 102,635 shares in 2010
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total Liabilities and Stockholders' Equity
$
$
$
$
$
119,194
210,368
5,581
68,026
55,813
4,222
463,204
1,548
4,378,987
(1,766,445)
120,966
273,428
16,537
246
71,369
3,096,636
31,062
124,703
83,375
239,140
3,798,980
456,999
42,806
6,000
505,805
—
285,069
350,000
350,000
87,167
1,277
107,731
568,263
12,875
67,853
1,830,235
$
$
641
216,966
(1,544)
1,251,157
(4,280)
1,462,940
3,798,980
$
5,077
163,190
8,482
45,522
43,491
8,883
274,645
1,491
3,389,158
(1,326,932)
94,290
145,327
22,542
86,811
21,365
2,434,052
18,841
—
16,783
35,624
2,744,321
417,654
82,044
2,355
502,053
48,000
275,673
—
—
69,052
2,119
135,850
443,135
32,557
17,356
1,023,742
634
191,674
(423)
1,042,123
(15,482)
1,218,526
2,744,321
The accompanying notes are an integral part of these consolidated financial statements.
88
SM ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
For the Years
Ended December 31,
2011
2010
2009
Operating revenues and other income:
Oil, gas, and NGL production revenue
Realized hedge (loss) gain (note 10)
Gain on divestiture activity (note 3)
Marketed gas system revenue
Other operating revenue
$
1,332,392
$
836,288
$
(20,707)
220,676
69,898
1,059
23,465
155,277
70,110
7,694
Total operating revenues and other income
1,603,318
1,092,834
Operating expenses:
Oil, gas, and NGL production expense
Depletion, depreciation, amortization, and asset retirement
obligation liability accretion
Exploration
Impairment of proved properties
Abandonment and impairment of unproved properties
Impairment of materials inventory
General and administrative
Bad debt recovery
Change in Net Profits Plan liability
Unrealized and realized derivative (gain) loss (note 10)
Marketed gas system expense
Other operating expense
Total operating expenses
290,111
511,103
53,537
219,037
7,367
—
118,526
—
(25,477)
(37,086)
64,249
17,567
1,218,934
195,075
336,141
63,860
6,127
1,986
—
106,663
—
(34,441)
8,899
66,726
3,027
754,063
615,953
140,648
11,444
58,459
5,697
832,201
206,800
304,201
62,235
174,813
45,447
14,223
76,036
(5,189)
(7,075)
20,469
57,587
13,489
963,036
Income (loss) from operations
384,384
338,771
(130,835)
Nonoperating income (expense):
Interest income
Interest expense
Income (loss) before income taxes
Income tax (expense) benefit
466
(45,849)
339,001
(123,585)
321
(24,196)
314,896
(118,059)
227
(28,856)
(159,464)
60,094
Net income (loss)
$
215,416
$
196,837
$
(99,370)
Basic weighted-average common shares outstanding
Diluted weighted-average common shares outstanding
Basic net income (loss) per common share (note 1)
Diluted net income (loss) per common share (note 1)
63,755
67,564
3.38
3.19
$
$
62,969
64,689
3.13
3.04
$
$
62,457
62,457
(1.59)
(1.59)
$
$
The accompanying notes are an integral part of these consolidated financial statements.
89
SM ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share amounts)
Balances, January 1, 2009
62,465,572
$
625
$
141,283
(176,987)
$
(1,892)
$
957,200
$
65,293
$
1,162,509
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Treasury Stock
Shares
Amount
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders'
Equity
Comprehensive loss, net of tax:
Net loss
Change in derivative instrument fair value
Reclassification to earnings
Pension liability adjustment
Total comprehensive loss
Cash dividends, $ 0.10 per share
—
—
—
—
—
Issuance of common stock under Employee
Stock Purchase Plan
86,308
Issuance of common stock upon vesting of
RSUs, net of shares used for tax
withholdings, including income tax cost of
RSUs
Sale of common stock, including income
tax benefit of stock option exercises
Stock-based compensation expense
156,252
189,740
1,250
—
—
—
—
—
1
1
2
—
—
—
—
—
—
1,515
(1,951)
1,592
18,077
—
—
—
—
—
—
—
—
50,094
—
—
—
—
—
—
—
—
688
(99,370)
—
—
—
(6,247)
—
—
—
—
—
(35,977)
(67,344)
74
—
—
—
—
—
(99,370)
(35,977)
(67,344)
74
(202,617)
(6,247)
1,516
(1,950)
1,594
18,765
Balances, December 31, 2009
62,899,122
$
629
$
160,516
(126,893)
$
(1,204)
$
851,583
$
(37,954)
$
973,570
Comprehensive income, net of tax:
Net income
Change in derivative instrument fair value
Reclassification to earnings
Pension liability adjustment
Total comprehensive income
Cash dividends, $ 0.10 per share
—
—
—
—
—
Issuance of common stock under Employee
Stock Purchase Plan
52,948
Issuance of common stock upon vesting of
RSUs, net of shares used for tax
withholdings, including income tax cost of
RSUs
Sale of common stock, including income
tax benefit of stock option exercises
Stock-based compensation expense
113,103
346,377
1,250
—
—
—
—
—
1
1
3
—
—
—
—
—
—
1,669
(2,094)
5,621
25,962
—
—
—
—
—
—
—
—
24,258
—
—
—
—
—
—
—
—
781
196,837
—
—
—
(6,297)
—
—
—
—
—
16,811
6,641
(980)
—
—
—
—
—
196,837
16,811
6,641
(980)
219,309
(6,297)
1,670
(2,093)
5,624
26,743
Balances, December 31, 2010
63,412,800
$
634
$
191,674
(102,635)
$
(423)
$ 1,042,123
$
(15,482)
$
1,218,526
Comprehensive income, net of tax:
Net income
Reclassification to earnings
Pension liability adjustment
Total comprehensive income
Cash dividends, $ 0.10 per share
Issuance of common stock under Employee
Stock Purchase Plan
Issuance of common stock upon vesting of
RSUs and settlement of PSUs, net of shares
used for tax withholdings
Sale of common stock, including income
tax benefit of stock option exercises
Stock-based compensation expense
—
—
—
—
41,358
278,773
412,551
—
—
—
—
—
—
3
4
—
—
—
—
—
2,300
(9,976)
5,023
27,945
—
—
—
—
—
—
—
—
—
—
—
—
—
—
21,568
(1,121)
215,416
—
—
(6,382)
—
—
—
—
—
12,997
(1,795)
—
—
—
—
—
215,416
12,997
(1,795)
226,618
(6,382)
2,300
(9,973)
5,027
26,824
Balances, December 31, 2011
64,145,482
$
641
$
216,966
(81,067)
$
(1,544)
$ 1,251,157
$
(4,280)
$
1,462,940
The accompanying notes are an integral part of these consolidated financial statements.
90
SM ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Gain on divestiture activity
Depletion, depreciation, amortization, and asset retirement obligation liability
accretion
Exploratory dry hole expense
Impairment of proved properties
Abandonment and impairment of unproved properties
Impairment of materials inventory
Stock-based compensation expense
Bad debt recovery
Change in Net Profits Plan liability
Unrealized derivative (gain) loss
Loss related to hurricanes
Amortization of debt discount and deferred financing costs
Deferred income taxes
Plugging and abandonment
Other
Changes in current assets and liabilities:
Accounts receivable
Refundable income taxes
Prepaid expenses and other
Accounts payable and accrued expenses
Excess income tax benefit from the exercise of stock awards
Net cash provided by operating activities
Cash flows from investing activities:
Net proceeds from sale of oil and gas properties
Proceeds from insurance settlement
Capital expenditures
Acquisition of oil and gas properties
Receipts from restricted cash related to 1031 exchange
Other
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from credit facility
Repayment of credit facility
Debt issuance costs related to credit facility
Net proceeds from 6.625% Senior Notes
Net proceeds from 6.50% Senior Notes
Proceeds from sale of common stock
Dividends paid
Excess income tax benefit from the exercise of stock awards
Other
Net cash provided by (used in) financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
For the Years Ended
December 31,
2011
2010
2009
$
215,416
$
196,837
$
(99,370)
(220,676)
511,103
277
219,037
7,367
—
26,824
—
(25,477)
(62,757)
—
18,299
123,789
(5,849)
(6,027)
(41,998)
2,901
16,376
(18,073)
—
760,532
364,522
—
(1,633,093)
—
—
3,661
(1,264,910)
322,000
(370,000)
(8,719)
341,122
343,120
7,327
(6,382)
—
(9,973)
618,495
(155,277)
336,141
289
6,127
1,986
—
26,743
—
(34,441)
8,899
—
13,464
114,517
(8,314)
(3,993)
(47,153)
24,291
(35,363)
53,198
(854)
497,097
311,504
—
(668,288)
(664)
—
(4,125)
(361,573)
571,559
(711,559)
—
—
—
6,440
(6,297)
854
(2,093)
(141,096)
114,117
5,077
119,194
$
$
(5,572)
10,649
5,077
$
(11,444)
304,201
7,810
174,813
45,447
14,223
18,765
(5,189)
(7,075)
20,469
8,301
12,213
(39,735)
(26,396)
3,382
46,743
(19,612)
(6,626)
(4,814)
—
436,106
39,898
16,789
(379,253)
(76)
14,398
4,152
(304,092)
2,072,500
(2,184,500)
(11,074)
—
—
3,110
(6,247)
—
(1,285)
(127,496)
4,518
6,131
10,649
The accompanying notes are an integral part of these consolidated financial statements.
91
SM ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Supplemental schedule of additional cash flow information and non-cash investing and financing activities:
Cash paid for interest, net of capitalized interest
Net cash refunded for income taxes
$
$
2011
For the Years Ended
December 31,
2010
(in thousands)
2009
(22,133)
$
(13,340)
$
(17,884)
4,046
$
25,578
$
9,857
For the years ended December 31, 2011, 2010, and 2009, $214.8 million, $238.5 million, and $109.0
million, respectively, are included as additions to oil and gas properties and accounts payable and accrued expenses.
These oil and gas property additions are reflected in cash used in investing activities in the periods that the payables
are settled.
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SM ENERGY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Summary of Significant Accounting Policies
Description of Operations
SM Energy is an independent energy company engaged in the acquisition, exploration, exploitation,
development and production of oil, gas, and NGLs in onshore North America, with a focus on oil and liquids-rich
resource plays.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-
owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the
United States ("GAAP") and the instructions to Form 10-K and regulation S-X. Subsidiaries that the Company
does not control are accounted for using the equity or cost methods as appropriate. Equity method investments are
included in other noncurrent assets in the accompanying consolidated balance sheets ("accompanying balance
sheets"). Intercompany accounts and transactions have been eliminated. In connection with the preparation of the
consolidated financial statements, the Company evaluated subsequent events after the balance sheet date of
December 31, 2011, through the filing date of this report.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates
and assumptions that affect the reported amounts of proved oil and gas reserves, assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. Estimates of proved oil and
gas reserve quantities provide the basis for the calculation of depletion, depreciation, and amortization (“DD&A”),
impairment of proved properties, asset retirement obligations, and the Net Profits Plan liability, each of which
represents a significant component of the accompanying consolidated financial statements.
Cash and Cash Equivalents
The Company considers all liquid investments purchased with an initial maturity of three months or less to
be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term
nature of these instruments.
Restricted Cash
The Company's restricted cash balance represents cash payments received from Mitsui that are
contractually restricted to be used solely for development operations pursuant to the Company's Acquisition and
Development Agreement with Mitsui and accordingly are classified as non-current assets. Please refer to Note 12-
Acquisition and Development Agreement and Carry and Earning Agreement for additional information.
Accounts Receivable and Concentration of Credit Risk
The Company’s accounts receivables consist mainly of receivables from oil and gas purchasers and from
joint interest owners on properties the Company operates. For receivables from joint interest owners, the Company
typically has the ability to withhold future revenue disbursements to recover non-payment of joint interest billings.
Although diversified among many companies, collectability is dependent upon the financial wherewithal of
each individual company and is influenced by the general economic conditions of the industry. Receivables are not
collateralized. As of December 31, 2011, and 2010, the Company had no allowance for doubtful accounts recorded.
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The Company has accounts in the following locations with two national banks: Denver, Colorado;
Shreveport, Louisiana; Houston, Texas; Midland, Texas; and Billings, Montana. The Company has accounts with
local banks in Tulsa, Oklahoma and Billings, Montana. The Company’s policy is to invest in highly-rated
instruments and to limit the amount of credit exposure at each individual institution.
The Company currently uses ten separate counterparties for its oil, gas, and NGL commodity derivatives.
The counterparties to the Company’s derivative instruments are highly-rated entities with corporate credit ratings at
or exceeding A- and Baa1 classifications by Standard & Poor’s and Moody’s, respectively.
Oil and Gas Producing Activities
In January 2010, the Financial Accounting Standards Board ("FASB") issued oil and gas reserve estimation
and disclosure authoritative accounting guidance effective for reporting periods ending on or after December 31,
2009. This guidance was issued to align the accounting oil and gas reserve estimation and disclosure requirements
with the requirements in the SEC final rule, " Modernization of Oil and Gas Reporting ", which was also effective
for annual reports for fiscal years ending on or after December 31, 2009. Many of the revisions are updates to
definitions in the existing oil and gas rules to make them consistent with the Petroleum Resource Management
System, which was developed by several petroleum industry organizations and is a widely accepted standard for the
management of petroleum resources. Key revisions include a requirement to use 12-month average pricing
determined by averaging the first of the month prices for the preceding 12 months rather than year-end pricing for
estimating proved reserves, the ability to include nontraditional resources in reserves, the ability to use new
technology for determining proved reserves, and permitting disclosure of probable and possible reserves. The
Company adopted these new rules and interpretations as of December 31, 2009.
The Company accounts for its oil and gas exploration and development costs using the successful efforts
method. Geological and geophysical costs are expensed as incurred. Exploratory well costs are capitalized pending
further evaluation of whether economically recoverable reserves have been found. If economically recoverable
reserves are not found, exploratory well costs are expensed as dry holes. The application of the successful efforts
method of accounting requires management's judgment to determine the proper designation of wells as either
development or exploratory, which will ultimately determine the proper accounting treatment of costs of dry holes.
Once a well is drilled, the determination that economic proved reserves have been discovered may take
considerable time and judgment. Exploratory dry hole costs are included in cash flows from investing activities as
part of capital expenditures within the accompanying consolidated statements of cash flows. The costs of
development wells are capitalized whether those wells are successful or unsuccessful.
DD&A of capitalized costs related to proved oil and gas properties is calculated on a pool-by-pool basis
using the units-of-production method based upon proved reserves. The computation of DD&A takes into
consideration restoration, dismantlement, and abandonment costs as well as the anticipated proceeds from salvaging
equipment. As of December 31, 2011, and 2010, the Company’s estimated salvage value was $64.1 million and
$67.9 million, respectively.
Impairment of Proved and Unproved Properties
Proved oil and gas property costs are evaluated for impairment and reduced to fair value, which is expected
future discounted cash flows, when there is an indication that the carrying costs may not be recoverable. Expected
future cash flows are calculated on all developed proved reserves and risk adjusted proved undeveloped, probable,
and possible reserves using a discount rate and price forecasts selected by the Company’s management. The
discount rate is a rate that management believes is representative of current market conditions. The price forecast is
based on NYMEX strip pricing for the first five years, adjusted for basis differentials. At the end of the first five
years, a flat terminal price is used. Future operating costs are also adjusted as deemed appropriate for these
estimates. An impairment is recorded on unproved property when the Company determines that either the property
will not be developed or the carrying value is not realizable.
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The Company recorded $219.0 million, $6.1 million, and $174.8 million, of proved property impairments
for the years ended December 31, 2011, 2010, and 2009, respectively. The Company impaired its James Lime,
Cotton Valley, and Haynesville assets due to significantly lower natural gas prices in the second half of 2011. The
largest portion of the impairment in 2009 related to assets located in the Company's Mid-Continent region that were
impacted by lower natural gas prices and wider than normal differentials.
For the years ended December 31, 2011, 2010, and 2009, the Company recorded expense related to the
abandonment and impairment of unproved properties of $7.4 million, $2.0 million, and $45.4 million, respectively.
The largest components of the 2009 impairment related to acreage located in Mississippi and Oklahoma.
Sales of Proved and Unproved Properties
The partial sale of proved properties within an existing field is accounted for as normal retirement and no
gain or loss on divestiture activity is recognized as long as the treatment does not significantly affect the units-of-
production depletion rate. The sale of a partial interest in an individual proved property is accounted for as a
recovery of cost. A gain or loss on divestiture activity is recognized for all other sales of proved properties and is
included in the accompanying consolidated statements of operations ("accompanying statements of operations").
The partial sale of unproved property is accounted for as a recovery of cost when substantial uncertainty
exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on divestiture activity is
recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss
on divestiture activity is recognized for all other sales of unproved property and is included in the accompanying
statements of operations. For additional discussion, please refer to Note 3 – Divestitures and Assets Held for Sale.
Materials Inventory
The Company’s materials inventory is primarily comprised of tubular goods to be used in future drilling
operations. Materials inventory is valued at the lower of cost or market and totaled $16.5 million and $22.5 million
at December 31, 2011, and 2010, respectively. There were no materials inventory write downs for the years ended
December 31, 2011, and 2010. The Company incurred $14.2 million of net materials inventory write-downs for
year the ended December 31, 2009, as a result of a decrease in the market value of tubular goods.
Assets Held for Sale
Any properties held for sale as of the date of presentation of the balance sheet have been classified as assets
held for sale and are separately presented on the accompanying balance sheets at the lower of net book value or fair
value less the cost to sell. The asset retirement obligation liabilities related to such properties have been reclassified
to asset retirement obligations associated with oil and gas properties held for sale in the accompanying balance
sheets. For additional discussion on assets held for sale, please refer to Note 3 – Divestitures and Assets Held for
Sale.
Other Property and Equipment
Other property and equipment such as facilities, office furniture and equipment, buildings, and computer
hardware and software are recorded at cost. Costs of renewals and improvements that substantially extend the
useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. Depreciation is
calculated using the straight-line method over the estimated useful lives of the assets which range from three to
thirty years. When other property and equipment is sold or retired, the capitalized costs and related accumulated
depreciation are removed from the accounts.
95
Intangible Assets
As of December 31, 2011, and 2010, the Company has $7.1 million and $4.4 million, respectively, of
intangible assets, which is included as other noncurrent assets in the accompanying balance sheets. These assets
arose from acquired indefinite life water rights. All indefinite life intangible assets are evaluated for impairment at
least annually and if such indicators arise.
Cash Settlement Balancing
The Company uses the sales method of accounting for gas revenue whereby sales revenue is recognized on
all gas sold to purchasers, regardless of whether the sales are proportionate to the Company’s ownership in the
property. An asset or liability is recognized to the extent that there is an imbalance in excess of the remaining gas
reserves on the underlying properties. As of December 31, 2011, and 2010, the Company’s has recorded a
receivable of $1.9 million and $1.5 million, respectively, and a liability of $1.1 million and $934,000, respectively,
which is included as other noncurrent assets and other noncurrent liabilities in the accompanying balance sheets.
Derivative Financial Instruments
The Company seeks to manage or reduce commodity price risk on production by entering into derivative
contracts. The Company seeks to minimize its basis risk and indexes its oil derivative contracts to NYMEX prices,
its NGL derivative contracts to OPIS prices, and the majority of its gas derivative contracts to various regional
index prices associated with pipelines in proximity to the Company’s areas of gas production. For additional
discussion on derivatives, please see Note 10 – Derivative Financial Instruments.
Net Profits Plan
The Company records the estimated fair value of expected future payments made under the Net Profits Plan
as a noncurrent liability in the accompanying balance sheets. The underlying assumptions used in the calculation of
the estimated liability include estimates of production, proved reserves, recurring and workover lease operating
expense, transportation, production and ad valorem tax rates, present value discount factors, pricing assumptions,
and overall market conditions. The estimates used in calculating the long-term liability are adjusted from period-to-
period based on the most current information attributable to the underlying assumptions. Changes in the estimated
liability of future payments associated with the Net Profits Plan are recorded as increases or decreases to expense in
the current period as a separate line item in the accompanying statements of operations, as these changes are
considered changes in estimates.
The distribution amounts due to participants and payable in each period under the Net Profits Plan as cash
compensation related to periodic operations are recognized as compensation expense and are included within
general and administrative expense and exploration expense in the accompanying statements of operations. The
corresponding current liability is included in accounts payable and accrued expenses in the accompanying balance
sheets. This treatment provides for a consistent matching of cash expense with net cash flows from the oil and gas
properties in each respective pool of the Net Profits Plan. For additional discussion, please refer to the heading Net
Profits Plan in Note 7 – Compensation Plans and Note 11 – Fair Value Measurements.
Asset Retirement Obligations
The Company recognizes an estimated liability for future costs associated with the abandonment of its oil
and gas properties. A liability for the fair value of an asset retirement obligation and corresponding increase to the
carrying value of the related long-lived asset are recorded at the time a well is completed or acquired. The increase
in carrying value is included in proved oil and gas properties in the accompanying balance sheets. The Company
depletes the amount added to proved oil and gas property costs and recognizes expense in connection with the
accretion of the discounted liability over the remaining estimated economic lives of the respective oil and gas
properties. For additional discussion, please refer to Note 9 – Asset Retirement Obligations.
96
Revenue Recognition
The Company derives revenue primarily from the sale of produced oil, gas, and NGLs. The Company
reports revenue as the gross amount received before taking into account production taxes and transportation costs,
which are reported separately as expenses and are included in oil and gas production expense in the accompanying
statements of operations. Revenue is recorded in the month the Company’s production is delivered to the purchaser,
but payment is generally received between 30 and 90 days after the date of production. No revenue is recognized
unless it is determined that title to the product has transferred to the purchaser. At the end of each month, the
Company estimates the amount of production delivered to the purchaser and the price the Company will receive.
The Company uses its knowledge of its properties, their historical performance, NYMEX, OPIS, and local spot
market prices, quality and transportation differentials, and other factors as the basis for these estimates.
Major Customers
During 2011 and 2010, sales to Regency Gas Services LLC individually accounted for approximately 18
percent and 11 percent, respectively, of the Company's total oil, gas, and NGL production revenue. During 2009,
sales to Teppco Crude Oil LLC individually accounted for 12 percent of the Company's total oil and gas production
revenue.
Stock Based Compensation
At December 31, 2011, the Company had stock-based employee compensation plans that included
Restricted Stock Units ("RSUs"), Performance Share Awards ("PSAs"), Performance Share Units ("PSUs"), stock
awards, and stock options issued to employees and non-employee directors, as more fully described in Note 7 -
Compensation Plans. PSUs are structurally the same as the previously granted PSAs (collectively known as
"Performance Share Units" or "PSUs"). The Company records expense associated with the fair value of stock-
based compensation in accordance with authoritative accounting guidance. The Company records compensation
expense associated with the issuance of RSUs and PSUs based on the estimated fair value of these awards
determined at the time of grant.
Income Taxes
The Company accounts for deferred income taxes whereby deferred tax assets and liabilities are recognized
based on the tax effects of temporary differences between the carrying amount on the financial statements and the
tax basis of assets and liabilities, as measured using current enacted tax rates. These differences will result in
taxable income or deductions in future years when the reported amounts of the assets or liabilities are recorded or
settled, respectively. The Company records deferred tax assets and associated valuation allowances, when
appropriate, to reflect amounts more likely than not to be realized based upon Company analysis.
Earnings per Share
Basic net income or loss per common share is calculated by dividing net income or loss available to
common stockholders by the basic weighted-average common shares outstanding for the respective period. The
earnings per share calculations reflect the impact of any repurchases of shares of common stock made by the
Company.
Diluted net income or loss per common share is calculated by dividing adjusted net income or loss by the
diluted weighted-average common shares outstanding, which includes the effect of potentially dilutive securities.
Potentially dilutive securities for this calculation consist of in-the-money outstanding stock options, unvested RSUs,
contingent PSUs, and shares into which the 3.50% Senior Convertible Notes are convertible.
PSUs represent the right to receive, upon settlement of the PSUs after the completion of the three-year
performance period, a number of shares of the Company’s common stock that may range from zero to two times the
97
number of PSUs granted on the award date. The number of potentially dilutive shares related to PSUs is based on
the number of shares, if any, which would be issuable at the end of the respective reporting period, assuming that
date was the end of the contingency period. For additional discussion on PSUs, please refer to Note 7 –
Compensation Plans under the heading Performance Share Units Under the Equity Incentive Compensation Plan.
The Company’s 3.50% Senior Convertible Notes have a net-share settlement right giving the Company the
option to irrevocably elect, by notice to the trustee under the indenture for the notes, to settle the Company’s
obligation, in the event that holders of the notes elect to convert all or a portion of their notes, by delivering cash in
an amount equal to each $1,000 principal amount of notes surrendered for conversion and, if applicable, at the
Company’s option, shares of common stock or cash, or any combination of common stock and cash, for the amount
of conversion value in excess of the principal amount. For accounting purposes, the treasury stock method is used
to measure the potential dilutive impact of shares associated with this conversion feature. Shares of the Company’s
common stock traded at an average closing price exceeding the $54.42 conversion price for the twelve-month
period ended December 31, 2011, making them dilutive for that period. The 3.50% Senior Convertible Notes were
not dilutive for any reporting period prior to 2011 and therefore do not impact the diluted earnings per share
calculation for the years ended December 31, 2010, and 2009.
The treasury stock method is used to measure the dilutive impact of in-the-money stock options, unvested
RSUs, contingent PSUs, and 3.50% Senior Convertible Notes as calculated in the basic and dilutive earnings per
share table below. When there is a loss from continuing operations, as was the case for the year ended
December 31, 2009, all potentially dilutive shares are anti-dilutive and are consequently excluded from the
calculation of earnings per share.
The following table details the weighted-average dilutive and anti-dilutive securities related to stock
options, RSUs, PSUs, and the 3.50% Senior Convertible Notes for the years presented:
Dilutive
Anti-dilutive
For the Years Ended December 31,
2010
1,720,149
—
2011
3,808,589
—
2009
—
1,152,127
The following table sets forth the calculations of basic and diluted earnings per share:
Net income (loss)
Basic weighted-average common shares outstanding
Add: dilutive effect of stock options, unvested RSUs,
and contingent PSUs
Add: dilutive effect of 3.50% Senior Convertible
Notes
Diluted weighted-average common shares outstanding
Basic net income (loss) per common share
Diluted net income (loss) per common share
$
$
$
For the Years Ended December 31,
2009
2010
2011
(in thousands, except per share amounts)
215,416
63,755
$
196,837
62,969
$
(99,370)
62,457
2,592
1,217
67,564
3.38
3.19
$
$
1,720
—
64,689
3.13
3.04
$
$
—
—
62,457
(1.59)
(1.59)
98
Comprehensive Income (Loss)
Comprehensive income (loss) is used to refer to net income (loss) plus other comprehensive income (loss).
Other comprehensive income (loss) is comprised of revenues, expenses, gains, and losses that under GAAP are
reported as separate components of stockholders' equity instead of net income (loss). Comprehensive income (loss)
is presented net of income taxes in the accompanying consolidated statements of stockholders’ equity and
comprehensive income (loss).
The changes in the balances of components comprising other comprehensive income (loss) are presented in
the following table:
Change in
Derivative
Instrument Fair
Value
Derivative
Reclassification
to Earnings
(in thousands)
Pension Liability
Adjustments
$
$
$
$
$
$
(57,613)
21,636
(35,977)
26,904
(10,093)
16,811
—
—
—
$
$
$
$
$
$
(108,071)
40,727
(67,344)
10,608
(3,967)
6,641
20,707
(7,710)
12,997
$
$
$
$
$
$
119
(45)
74
(1,570)
590
(980)
(2,779)
984
(1,795)
For the year ended December 31, 2009
Before tax income (loss)
Tax benefit (expense)
Income (loss), net of tax
For the year ended December 31, 2010
Before tax income (loss)
Tax benefit (expense)
Income (loss), net of tax
For the year ended December 31, 2011
Before tax income (loss)
Tax benefit (expense)
Income (loss), net of tax
Fair Value of Financial Instruments
The Company’s financial instruments including cash and cash equivalents, accounts receivable, and
accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these
instruments. The recorded value of the Company’s credit facility approximates its fair value as it bears interest at a
floating rate that approximates a current market rate. The Company had no outstanding loans under its credit
facility as of December 31, 2011. The Company had $48.0 million in borrowings outstanding under its credit
facility as of December 31, 2010. The Company’s 3.50% Senior Convertible Notes, 6.625% Senior Notes, and
6.50% Senior Notes are recorded at cost, and the fair values are disclosed in Note 11 - Fair Value Instruments. The
Company has derivative financial instruments that are recorded at fair value. Considerable judgment is required to
develop estimates of fair value. The estimates provided are not necessarily indicative of the amounts the Company
would realize upon the sale or refinancing of such instruments.
Industry Segment and Geographic Information
The Company operates exclusively in the exploration and production segment, and all of the Company’s
operations are conducted entirely in the United States in North America. The Company reports as a single industry
segment. The Company’s gas marketing function provides mostly internal services and acts as the first purchaser of
natural gas and natural gas liquids produced by the Company in certain cases. The Company considers its
marketing function as ancillary to its oil and gas producing activities. The amount of income these operations
generate from marketing gas produced by third parties is not material to the Company’s financial position, and
segmentation of such activity would not provide a better understanding of the Company’s performance. However,
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gross revenue and expense related to marketing activities for gas produced by third parties are presented in the
marketed gas system revenue and marketed gas system expense line items in the accompanying statements of
operations.
Off-Balance Sheet Arrangements
The Company has not participated in transactions that generate relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”),
which would have been established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. The Company has not been involved in any unconsolidated SPE
transactions.
The Company evaluates its transactions to determine if any variable interest entities exist. If it is
determined that SM Energy is the primary beneficiary of a variable interest entity, that entity is consolidated into
SM Energy.
Recently Issued Accounting Standards
In May 2011, the FASB issued new fair value measurement authoritative accounting guidance clarifying the
application of fair value measurement and disclosure requirements and changes particular principles or
requirements for measuring fair value. This authoritative accounting guidance is effective for interim and annual
periods beginning after December 15, 2011. The Company is currently evaluating the provisions of this
authoritative accounting guidance and assessing the impact, if any, it may have on the Company’s fair value
disclosures beginning in the first quarter of 2012.
In June 2011, the FASB issued new authoritative accounting guidance that states an entity that reports items
of other comprehensive income has the option to present the components of net income and comprehensive income
in either one continuous financial statement, or two consecutive financial statements, including reclassification
adjustments. In December 2011, the FASB issued new authoritative accounting guidance which effectively
deferred the requirement to present the reclassification adjustments on the face of the financial statements. This
authoritative accounting guidance is effective for interim and annual periods beginning after December 15, 2011.
The Company will apply this new athoritative accounting guidance in the Company's Quarterly Report on Form 10-
Q for the period ended March 31, 2012.
In December 2011, the FASB issued new authoritative accounting guidance related to balance sheet
offsetting of certain assets and liabilities and assets and liabilities subject to master netting arrangements. The
Company currently is not affected by this new authoritative accounting guidance; however, it will continue to
evaluate the provisions of this authoritative accounting guidance and assess the impact, if any, it may have on the
Company’s financial statements.
Note 2 – Accounts Receivable and Accounts Payable and Accrued Expenses
Accounts receivable are comprised of the following:
Accrued oil, gas, and NGL sales
Due from joint interest owners
State severance tax refunds
Other
Total accounts receivable
As of December 31,
2011
2010
(in thousands)
$
$
149,384
30,784
14,979
15,221
210,368
100
$
$
108,393
50,018
2,114
2,665
163,190
Accounts payable and accrued expenses are comprised of the following:
As of December 31,
2011
2010
(in thousands)
Accrued drilling costs
Revenue and severance tax payable
Accrued lease operating expense
Joint owner advances
Accrued compensation
ARO liability
Accrued interest payable
Other
Total accounts payable and accrued expenses
$
$
189,749
61,613
25,197
79,138
43,056
7,462
14,646
36,138
456,999
$
$
241,298
37,066
17,643
24,698
45,235
11,679
2,582
37,453
417,654
Note 3 – Divestitures and Assets Held for Sale
Eagle Ford Shale Divestiture
In August 2011, the Company divested of certain operated Eagle Ford shale assets located in its South
Texas & Gulf Coast region. This divestiture was comprised of the Company's entire operated acreage in LaSalle
County, Texas, as well as an immaterial adjacent block of its operated acreage in Dimmit County, Texas. Total
divestiture proceeds were $230.8 million. The estimated gain on this divestiture was $194.6 million. The final
divestiture proceeds are subject to normal post-closing adjustments and are expected to be finalized during the first
quarter of 2012.
Mid-Continent Divestiture
In June 2011, the Company divested of certain non-strategic assets located in its Mid-Continent region.
Total divestiture proceeds were $35.8 million. The estimated gain on this divestiture was $28.5 million. The final
divestiture proceeds are subject to normal post-closing adjustments and are expected to be finalized during the first
quarter of 2012.
Rocky Mountain Divestiture
In January 2011, the Company divested of certain non-strategic assets located in its Rocky Mountain
region. Total divestiture proceeds were $45.5 million. The final gain on this divestiture was $27.2 million.
Permian Divestiture
In December 2010, the Company completed the divestiture of certain non-strategic assets located in its
Permian region. Total divestiture proceeds were $54.7 million. The final gain on this divestiture was $18.4 million.
Legacy Divestiture
In February 2010, the Company completed the divestiture of certain non-strategic assets located in its
Rocky Mountain region. Total divestiture proceeds were $125.3 million. The final gain on this divestiture was
$66.7 million. A portion of the transaction was structured to qualify as a like-kind exchange under Section 1031 of
the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
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Sequel Divestiture
In March 2010, the Company completed the divestiture of certain non-strategic assets located in its Rocky
Mountain region. Total divestiture proceeds were $129.1 million. The final gain on this divestiture was $53.1
million. A portion of the transaction was structured to qualify as a like-kind exchange under Section 1031 of the
Internal Revenue Code.
Assets Held for Sale
Assets are classified as held for sale when the Company commits to a plan to sell the assets and there is
reasonable certainty the sale will take place within one year. Upon classification as held for sale, long-lived assets
are no longer depreciated or depleted, and a measurement for impairment is performed to identify and expense any
excess of carrying value over fair value less costs to sell. Subsequent changes to estimated fair value less the cost to
sell will impact the measurement of assets held for sale for which fair value is determined to be less than the
carrying value of the assets.
In July 2011, the Company entered into agreements with Endeavour to divest of our Marcellus shale assets
and related pipeline facilities located in Pennsylvania for $80.0 million net to the Company's interest.
Subsequently, Endeavour failed to consummate the transaction after giving notice of its intent to terminate the
agreement. The Company has disputed Endeavour's right to take these actions and is currently pursuing legal
remedies including specific performance or damages from Endeavour. Due to the uncertainty surrounding the
transaction, it was determined that these assets do not continue to meet the specific criteria required for presentation
as assets held for sale. As a result the Company has reclassified these assets previously classified as held for sale to
assets held and used. The Company measured the assets at the lower of the assets carrying amount before the assets
were classified as held for sale, adjusted for any depreciation and depletion expense that would have been
recognized had the assets been continuously classified as held and used, or the assets fair value at the subsequent
date that the assets no longer met the criteria for assets held for sale. As a result of this measurement, the Company
recognized $14.7 million of DD&A expense and a $27.5 million write-down to proved and unproved oil and gas
properties. This write-down is included in gain on divestiture activity in the accompanying statements of
operations.
The Company determined that none of the divestitures addressed above qualified for discontinued
operations accounting under financial statement presentation authoritative accounting guidance.
Note 4 – Income Taxes
The provision for income taxes consists of the following:
2011
For the Years Ended December 31,
2010
(in thousands)
2009
Current portion of income tax (expense) benefit
Federal
State
Deferred portion of income tax (expense) benefit
Total income tax (expense) benefit
Effective tax rate
$
$
1,757
(1,553)
(123,789)
(123,585)
$
$
(2,903)
(639)
(114,517)
(118,059)
$
$
36.5%
37.5%
21,926
(1,567)
39,735
60,094
37.7%
As a result of the exercise of stock options, the Company reduced its income tax payable in 2010. The
excess income tax benefit to the Company associated with stock awards was $854,000 in 2010. There was no
excess income tax benefit associated with stock awards in 2011 or 2009.
102
The components of the net deferred income tax liabilities are as follows:
Deferred tax liabilities:
Oil and gas properties
Unrealized derivative asset
Interest on 3.50% Senior Convertible Notes
Other
Total deferred tax liabilities
Deferred tax assets:
Net Profits Plan liability
Stock compensation
Federal and state tax net operating loss carryovers
Federal and state tax credit carryovers
Unrealized derivative liability
Other long-term liabilities
Total deferred tax assets
Valuation allowance
Net deferred tax assets
Total net deferred tax liabilities
Less: current deferred income tax liabilities
Add: current deferred income tax assets
Non-current net deferred tax liabilities
Current federal income tax refundable
Current state income tax payable
As of December 31,
2011
2010
(in thousands)
$
$
$
$
639,485
13,274
2,256
1,873
656,888
40,148
17,728
23,651
4,301
—
10,810
96,638
(3,791)
92,847
564,041
(3,307)
7,529
568,263
5,581
774
$
$
$
$
528,652
—
2,219
2,723
533,594
50,922
13,143
10,772
—
6,929
19,740
101,506
(2,164)
99,342
434,252
(2,710)
11,593
443,135
8,482
294
At December 31, 2011, the Company had estimated a federal net operating loss carryforward of $77.2
million, which includes $42.9 million unrecognized excess income tax benefit associated with stock awards. The
federal net operating loss carryforward expires in 2031. The Company had estimated state net operating loss
carryforwards of $287.8 million expiring between 2012 and 2031. The Company has federal research and
development credit carryforwards of $4.0 million expiring in 2031 and other state tax credits of $352,000 which
expire between 2012 and 2021. The Company’s valuation allowance relates to charitable contribution
carryfowards, state net operating loss carryforwards, state tax credits, and state and federal income tax benefit
amounts, which the Company anticipates will expire before they can be utilized. Permanent items included in the
calculation of income tax for certain states are anticipated to impact the Company’s ability to deduct operating
losses and realize federal income tax deduction benefits in those states, and the Company adjusts its valuation
allowances accordingly. The change in the valuation allowance from 2010 to 2011, indicated below, primarily
reflects a change in the Company’s position regarding anticipated utilization of charitable contribution carryforward
amounts.
Federal income tax expense differs from the amount that would be provided by applying the statutory U.S.
federal income tax rate to income before income taxes primarily due to the effect of state income taxes, research
and development credits, percentage depletion, the estimated effect of the domestic production activities deduction,
changes in valuation allowances, and other permanent differences, as follows:
103
2011
For the Years Ended December 31,
2010
(in thousands)
(110,214)
$
$
(118,652)
2009
Federal statutory tax (expense) benefit
(Increase) decrease in tax resulting from:
State tax (expense) benefit (net of federal
benefit)
Research and development credit
Change in valuation allowance
Statutory depletion
Other
Income tax (expense) benefit
$
$
(6,458)
4,516
(1,627)
341
(1,705)
(123,585)
$
(7,750)
—
1,039
266
(1,400)
(118,059)
$
55,812
5,141
—
(56)
189
(992)
60,094
Acquisitions, divestitures, drilling activity, and basis differentials impacting the prices received for oil, gas,
and NGLs affect apportionment of taxable income to the states where the Company owns oil and gas properties. As
its apportionment factors change, the Company’s blended state income tax rate changes. This change, when applied
to the Company’s total temporary differences, impacts the total income tax reported in the current year and is
reflected in state taxes in the table above. Items affecting state apportionment factors are evaluated at the beginning
of each year after completion of the prior year income tax return and when significant acquisition, divestiture or
change in drilling activity occurs during the year.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and in various
states. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by
these tax authorities for years before 2007. In the third quarter of 2011, the Company completed a research and
development credit study and filed an amended 2007 federal return to claim a credit for that year. In the first quarter
of 2011, the Company received a $5.5 million refund from its 2006 tax year as a result of a net operating loss
carryback claim from the 2008 tax year. In the fourth quarter of 2010, the Internal Revenue Service initiated an
audit of the Company for the 2009 tax year. The audit was concluded in the second quarter of 2011 with a nominal
decrease to the Company's total 2005 refund claim, which was $25.0 million. A quick refund claim of $22.9 million
from 2005 was received in the third quarter of 2010. The balance was received in the fourth quarter of 2011.
The Company complies with uncertainty provisions of the income tax authoritative accounting guidance.
The entire amount of unrecognized tax benefit reported by the Company would affect its effective tax rate if
recognized. Interest expense in the accompanying statements of operations includes a negligible amount associated
with income tax. In 2011, the Company also recorded a negligible amount of penalty expense associated with
income taxes as a general and administrative expense. There were no penalties for 2010 and 2009.
The total amount recorded for unrecognized tax benefits is presented below:
For the Years Ended December 31,
2011
2010
2009
(in thousands)
Beginning balance
Additions based on tax positions related to current year
Additions for tax positions of prior years
Reductions for lapse of statute of limitations
Ending balance
$
$
807
1,172
183
(201)
1,961
$
$
884
—
244
(321)
807
$
$
994
—
231
(341)
884
104
Note 5 – Long-term Debt
Revolving Credit Facility
The Company executed a Fourth Amended and Restated Credit Agreement on May 27, 2011. This
amended revolving credit facility replaced the Company’s previous facility. The Company incurred $8.7 million of
deferred financing costs in association with the amended credit facility. Borrowings under the facility are secured
by substantially all of the Company’s proved oil and gas properties. The credit facility has a maximum loan amount
of $2.5 billion, with current aggregate lender commitments of $1.0 billion, and a maturity date of May 27,
2016. On November 8, 2011, the Company's borrowing base under the credit facility was automatically reduced by
approximately 25% of the aggregate principal amount of the newly-issued 6.50% Senior Notes, to $1.3 billion,
down from $1.4 billion. The borrowing base is subject to regular semi-annual redeterminations by the Company's
lenders. The borrowing base redetermination process considers the value of the Company’s oil and gas properties.
The Company must comply with certain financial and non-financial covenants under the terms of its credit
facility agreement, including the limitation of the Company’s dividends to no more than $50.0 million per
year. The Company was in compliance with all financial covenants under the credit facility as of December 31,
2011.
Interest and commitment fees are accrued based on the borrowing base utilization grid below. Eurodollar
loans accrue interest at the London Interbank Offered Rate plus the applicable margin from the utilization table
below, and Alternate Base Rate (“ABR”) and swingline loans accrue interest at Prime plus the applicable margin
from the utilization table below. Commitment fees are accrued on the unused portion of the aggregate commitment
amount and are included in interest expense in the accompanying statements of operations.
Borrowing Base Utilization Grid
Borrowing Base Utilization Percentage
Eurodollar Loans
ABR Loans or Swingline Loans
Commitment Fee Rate
<25%
1.500%
0.500%
0.375%
1.750%
0.750%
0.375%
2.000%
1.000%
0.500%
2.250%
1.250%
0.500%
2.500%
1.500%
0.500%
The Company had no outstanding borrowings under its credit facility as of December 31, 2011. The
Company had $48.0 million in outstanding loans under its revolving credit agreement at December 31, 2010. The
Company had $999.4 million of available borrowing capacity under its current credit facility as of February 16,
2012, and December 31, 2011, and $629.5 million of available borrowing capacity under its previous credit facility
as of December 31, 2010. The Company had two letters of credit outstanding totaling $608,000 at February 16,
2012, and December 31, 2011, and one letter of credit outstanding in the amount of $483,000 as of December 31,
2010. Outstanding letters of credit reduce the amount available under the commitment amount on a dollar-for-
dollar basis.
6.50% Senior Notes Due 2021
On November 8, 2011, the Company issued $350.0 million in aggregate principal amount of 6.50% Senior
Notes. The 6.50% Senior Notes were issued at par and mature on November 15, 2021. The Company received net
proceeds of $343.1 million after deducting fees of $6.9 million, which will be amortized as deferred financing costs
over the life of the 6.50% Senior Notes. The net proceeds have been and will be used for general corporate
purposes, which may include funding the put, redemption or conversion of all or a portion of the 3.50% Senior
Convertible Notes.
Prior to November 15, 2014, the Company may redeem up to 35 percent of the aggregate principal amount
of the 6.50% Senior Notes with the net cash proceeds of one or more equity offerings at a redemption price of
105
106.5% of the principal amount thereof, plus accrued and unpaid interest. The Company may also redeem the
6.50% Senior Notes, in whole or in part, at any time prior to November 15, 2016, at a redemption price equal to
100% of the principal amount, plus a specified make whole premium and accrued and unpaid interest.
The Company may also redeem all or, from time to time, a portion of the 6.50% Senior Notes on or after
November 15, 2016, at the prices set forth below, during the twelve-month period beginning on November 15 of the
applicable year, expressed as a percentage of the principal amount redeemed, plus accrued and unpaid interest:
2016
2017
2018
2019 and thereafter
103.250%
102.167%
101.083%
100.000%
The 6.50% Senior Notes are unsecured senior obligations and rank equal in right of payment with all of the
Company’s existing and any future unsecured senior debt and are senior in right of payment to any future
subordinated debt. There are no subsidiary guarantors of the 6.50% Senior Notes. The Company is subject to
certain covenants under the indenture governing the 6.50% Senior Notes that limit incurring additional
indebtedness, issuing preferred stock, and making restricted payments, including dividends; provided, however, the
first $6.5 million of dividends paid each year are not restricted by this covenant. The Company was in compliance
with all covenants under its 6.50% Senior Notes as of December 31, 2011.
Additionally, on November 8, 2011, the Company entered into a registration rights agreement that provides
holders of the 6.50% Senior Notes certain registration rights for the 6.50% Senior Notes under the Securities Act of
1933, as amended (the “Securities Act”). On January 19, 2012, the Company filed a registration statement relating
to an offer to exchange the outstanding 6.50% Senior Notes for substantially identical notes registered under the
Securities Act. The registration statement related to the exchange offer was declared effective by the Securities and
Exchange Commission on January 31, 2012. The offer to exchange $350.0 million of its 6.50% Senior Notes,
which have been registered under the Securities Act, for $350.0 million of its outstanding 6.50% Senior Notes has
not yet closed. Under certain circumstances, in lieu of a registered exchange offer, the Company has agreed to file a
shelf registration statement with respect to the 6.50% Senior Notes. If the exchange offer is not completed on or
before November 8, 2012, or the shelf registration statement, if required, is not declared effective within the time
periods specified in the registration rights agreement, then the Company has agreed to pay additional interest with
respect to the 6.50% Senior Notes in an amount not to exceed one percent of the principal amount of the 6.50%
Senior Notes until the exchange offer is completed or the shelf registration statement is declared effective.
6.625% Senior Notes Due 2019
On February 7, 2011, the Company issued $350.0 million in aggregate principal amount of 6.625% Senior
Notes. The 6.625% Senior Notes were issued at par and mature on February 15, 2019. The Company received net
proceeds of $341.1 million after deducting fees of $8.9 million, which will be amortized as deferred financing costs
over the life of the 6.625% Senior Notes. The net proceeds were used to repay all borrowings under the Company’s
previous credit facility, fund the Company’s ongoing capital expenditure program, and general corporate purposes.
Prior to February 15, 2014, the Company may redeem up to 35 percent of the aggregate principal amount of
the 6.625% Senior Notes with the net cash proceeds of one or more equity offerings at a redemption price of
106.625% of the principal amount thereof, plus accrued and unpaid interest. The Company may also redeem the
6.625% Senior Notes, in whole or in part, at any time prior to February 15, 2015, at a redemption price equal to
100% of the principal amount, plus a specified make whole premium and accrued and unpaid interest.
106
The Company may also redeem all or, from time to time, a portion of the 6.625% Senior Notes on or after
February 15, 2015, at the prices set forth below, during the twelve-month period beginning on February 15 of the
applicable year, expressed as a percentage of the principal amount redeemed, plus accrued and unpaid interest:
2015
2016
2017 and thereafter
103.313%
101.656%
100.000%
The 6.625% Senior Notes are unsecured senior obligations and rank equal in right of payment with all of
the Company’s existing and any future unsecured senior debt and are senior in right of payment to any future
subordinated debt. There are no subsidiary guarantors of the 6.625% Senior Notes. The Company is subject to
certain covenants under the indenture governing the 6.625% Senior Notes that limit incurring additional
indebtedness, issuing preferred stock, and making restricted payments, including dividends; provided, however, the
first $6.5 million of dividends paid each year are not restricted by this covenant. The Company was in compliance
with all financial covenants under its 6.625% Senior Notes as of December 31, 2011.
Additionally, on February 7, 2011, the Company entered into a registration rights agreement that provides
holders of the 6.625% Senior Notes certain registration rights for the 6.625% Senior Notes under the Securities Act.
On January 11, 2012, the offer to exchange $350.0 million of its 6.625% Senior Notes, which have been registered
under the Securities Act, for $350.0 million of its outstanding 6.625% Senior Notes was completed.
3.50% Senior Convertible Notes Due 2027
On April 4, 2007, the Company issued $287.5 million in aggregate principal amount of 3.50% Senior
Convertible Notes. The 3.50% Senior Convertible Notes mature on April 1, 2027, unless converted prior to
maturity, redeemed, or purchased by the Company. The 3.50% Senior Convertible Notes are unsecured senior
obligations and rank equal in right of payment with all of the Company’s existing and any future unsecured senior
debt and are senior in right of payment to any future subordinated debt.
Holders may convert their notes based on a conversion rate of 18.3757 shares of the Company’s common
stock per $1,000 principal amount of the 3.50% Senior Convertible Notes (which is equal to an initial conversion
price of $54.42 per share), subject to adjustment and contingent upon and only under the following circumstances:
(1) if the closing price of the Company’s common stock reaches specified thresholds or the trading price of the
notes falls below specified thresholds, (2) if the notes are called for redemption, (3) if specified distributions to
holders of the Company’s common stock are made or specified corporate transactions occur, (4) if a fundamental
change occurs, or (5) during the ten trading days prior to but excluding the maturity date.
Upon conversion of the 3.50% Senior Convertible Notes, holders will receive cash or common stock or any
combination thereof as elected by the Company. At any time prior to the maturity date of the notes, the Company
has the option to unilaterally and irrevocably elect to net share settle its obligations upon conversion of the notes in
cash and, if applicable, shares of common stock. If the Company makes this election, then the Company will pay
the following to holders for each $1,000 principal amount of notes converted in lieu of shares of common stock: (1)
an amount in cash equal to the lesser of (i) $1,000 or (ii) the conversion value determined in the manner set forth in
the indenture for the 3.50% Senior Convertible Notes, and (2) if the conversion value exceeds $1,000, the Company
will also deliver, at its election, cash or common stock or a combination of cash and common stock with respect to
the remaining value deliverable upon conversion.
If a holder of 3.50% Senior Convertible Notes elects to convert its notes in connection with certain events
that constitute a change of control before April 1, 2012, the Company will pay, to the extent described in the related
indenture, a make-whole premium by increasing the conversion rate applicable to the 3.50% Senior Convertible
Notes. In addition, the Company will pay contingent interest in cash, commencing with any six-month period
beginning on or after April 1, 2012. Contingent interest will be payable if the average trading price of a note for the
107
five trading days ending on the third trading day immediately preceding the first day of the relevant six-month
period equals 120 percent or more of the principal amount of the 3.50% Senior Convertible Notes.
Holders of the 3.50% Senior Convertible Notes may elect to surrender all or a portion of their 3.50% Senior
Convertible Notes for conversion under certain circumstances, including during a calendar quarter if the closing
price of the Company’s common stock was more than 130 percent of the conversion price of $54.42 per share for at
least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding
calendar quarter. If holders elect to convert all or a portion of the 3.50% Senior Convertible Notes during a
calendar quarter in which they are eligible to do so, they will receive cash, shares of the Company’s common stock,
or any combination thereof as may be elected by the Company under the indenture for the 3.50% Senior
Convertible Notes. The Company's common stock exceeded the conversion trigger price of $70.75 at various times
during 2011. However, none of the holders opted to convert their 3.50% Senior Convertible Notes during the year.
The Company's common stock exceeded the conversion trigger price for the quarter ended December 31, 2011.
Therefore, the holders of the 3.50% Senior Convertible Notes have the right to convert all or a portion of their notes
during the first quarter of 2012.
On or after April 6, 2012, the Company may redeem for cash all or a portion of the 3.50% Senior
Convertible Notes at a redemption price equal to 100 percent of the principal amount of the notes to be redeemed
plus accrued and unpaid interest, if any, up to but excluding the applicable redemption date. Holders of the 3.50%
Senior Convertible Notes may require the Company to purchase all or a portion of their notes on each of
April 1, 2012, April 1, 2017, and April 1, 2022, at a purchase price equal to 100 percent of the principal amount of
the notes to be repurchased plus accrued and unpaid interest, if any, up to but excluding the applicable purchase
date. On April 1, 2012, the Company may pay the purchase price in cash, in shares of common stock, or in any
combination of cash and common stock. On April 1, 2017, and April 1, 2022, the Company must pay the purchase
price in cash.
Capitalized Interest
Capitalized interest costs for the Company for the years ended December 31, 2011, 2010, and 2009, were
$10.8 million, $4.3 million, and $1.9 million, respectively.
Note 6 – Commitments and Contingencies
Commitments
The Company has entered into various agreements, which include drilling rig leasing contracts of $143.0
million, gathering, transportation, and processing through-put commitments of $893.6 million, office space leases,
including maintenance, of $37.4 million, hydraulic fracturing contracts of $19.2 million, and other miscellaneous
contracts and leases of $5.7 million. The annual minimum payments for the next five years and total minimum
lease payments thereafter are presented below:
Years Ending December 31,
(in thousands)
2012
2013
2014
2015
2016
Thereafter
Total
$
$
131,021
99,633
108,629
97,401
100,635
561,642
1,098,961
108
The Company has gathering, processing, and transportation through-put commitments with various parties
that require delivery of a fixed determinable quantity of product. The aggregate minimum commitment to deliver is
1,766 Bcf of natural gas and 9 MMBbls of oil. These contracts expire at various dates through 2023 and the total
amount of the commitment is $893.6 million. The Company will be required to make periodic deficiency payments
for any shortfalls in delivering the minimum volume commitments. The Company expects to fulfill the delivery
commitments.
The Company leases office space under various operating leases with terms extending as far as
September 30, 2022. Rent expense for 2011, 2010, and 2009 was $3.7 million, $2.7 million, and $2.3 million,
respectively. Rent expense for 2009 is net of sub lease rent of $185,000; there is no sublease rent for 2010 or 2011.
The Company also leases office equipment under various operating leases.
In addition to the amounts in the above table, the Company entered into a three-year capital project
commencing 2011 for the development of infrastructure in the Company's non-operated Eagle Ford shale play.
Pursuant to the terms of the agreement for the construction, ownership and operation of the assets, the Company is
required to pay its portion of the costs. Based on current estimates, the Company does not expect its costs to exceed
$75 million over the duration of the agreement.
Contingencies
The Company is subject to litigation and claims that have arisen in the ordinary course of business. The
Company accrues for such items when a liability is both probable and the amount can be reasonably estimated. In
the opinion of management, the results of such pending litigation and claims will not have a material effect on the
results of operations, the financial position, or cash flows of the Company.
The Company is currently a defendant in litigation where the plaintiffs claim an aggregate overriding
royalty interest of 7.46875 percent in production from approximately 22,000 of the Company’s net acres in the
Eagle Ford shale play in South Texas. The plaintiffs seek to quiet title to their claimed overriding royalty interest
and seek the recovery of unpaid overriding royalty interest proceeds allegedly due. The Texas District Court issued
an order granting plaintiffs’ motion for summary judgment, but the Company believes that the summary judgment
order is incorrect under the governing agreements and applicable law, and the Company has filed its appeal and will
continue to contest the claim. The court entered judgment against all defendants awarding the plaintiffs damages of
$5.1 million. If the plaintiffs were to ultimately prevail, the overriding royalty interest would reduce the Company’s
net revenue interest in the affected acreage. The Company does not currently believe that an unfavorable ultimate
outcome is probable, nor that if the plaintiffs prevail there would be a material effect on the financial position of the
Company. Based on the Company’s current view of the facts and circumstances of the case, no accrual has been
made for any loss.
Note 7 – Compensation Plans
Cash Bonus Plan
The Company has a cash bonus plan based on a performance measurement framework whereby selected
eligible employee participants may be awarded an annual cash bonus. The plan document provides that no
participant may receive an annual bonus under the plan of more than 200 percent of his or her base salary. As the
plan is currently administered, any awards under the plan are based on Company and regional performance, and are
then further refined by individual performance. The Company accrues cash bonus expense based upon the
Company’s current year’s performance. Included in general and administrative and exploration expense in the
accompanying statements of operations are $23.9 million, $21.6 million, and $7.8 million of cash bonus expense
related to the specific performance year for the years ended December 31, 2011, 2010, and 2009, respectively.
109
Equity Incentive Compensation Plan
There are several components to the equity compensation plan, referred to as the Equity Plan throughout
this report, that are described in this section. Various types of equity awards have been granted by the Company in
different periods.
As of December 31, 2011, 2.7 million shares of common stock remained available for grant under the
Equity Plan. The issuance of a direct share benefit such as a share of common stock, a restricted share, a RSU, or a
PSU counts as 1.43 shares against the number of shares available to be granted under the Equity Plan. Each PSU
has the potential to count as 2.86 shares against the number of shares available to be granted under the Equity Plan
based on the final multiplier. Stock option grants count as one share for each instrument granted against the
number of shares available to be granted under the Equity Plan. Stock options were issued out of the St. Mary Land
& Exploration Company Stock Option Plan and the St. Mary Land & Exploration Company Incentive Stock Option
Plan.
Performance Share Units Under the Equity Incentive Compensation Plan
PSUs are the primary form of long-term equity incentive compensation for the Company. The PSU factor
is based on the Company’s performance after completion of a three-year performance period. The performance
criteria for the PSUs are based on a combination of the Company’s annualized Total Shareholder Return ("TSR")
for the performance period and the relative measure of the Company’s TSR compared with the annualized TSR of
an index comprised of certain peer companies for the performance period. PSUs are recognized as general and
administrative and exploration expense over the vesting period of the award.
The fair value of PSUs was measured at the grant date using a stochastic process method using the
Geometric Brownian Motion Model (“GBM Model”). A stochastic process is a mathematically defined equation
that can create a series of outcomes over time. These outcomes are not deterministic in nature, which means that by
iterating the equations multiple times, different results will be obtained for those iterations. In the case of the
Company’s PSUs, the Company cannot predict with certainty the path its stock price or the stock prices of its peers
will take over the three-year performance period. By using a stochastic simulation, the Company can create
multiple prospective stock pathways, statistically analyze these simulations, and ultimately make inferences to the
most likely path the stock price will take. As such, because future stock prices are stochastic, or probabilistic with
some direction in nature, the stochastic method, specifically the GBM Model, is deemed an appropriate method by
which to determine the fair value of the PSUs. Significant assumptions used in this simulation include the
Company's expected volatility, dividend yield, and risk-free interest rate based on U.S. Treasury yield curve rates
with maturities consistent with a three year vesting period, as well as the volatilities and dividend yields for each of
the Company's peers.
Total expense recorded for PSUs was $19.7 million, $17.7 million, and $9.3 million for the years ended
December 31, 2011, 2010, and 2009, respectively. As of December 31, 2011, there was $26.4 million of total
unrecognized expense related to PSUs, which is being amortized through 2014.
110
A summary of the status and activity of PSUs for the years ended December 31, 2011, 2010, and 2009 is
presented in the following table:
2011
2010
2009
Weighted-
Average
Grant-
Date Fair
Value
PSUs
Weighted-
Average
Grant-
Date Fair
Value
Weighted-
Average
Grant-
Date Fair
Value
PSUs
PSUs
Non-vested at
beginning of year(1)
Granted(1)
Vested(1)
Forfeited(1)
Non-vested at end of
year(1)
(1) The number of awards assumes a one multiplier. The final number of shares of common stock issued may vary depending on the ending
1,069,090
387,651
(210,801)
(135,274)
1,110,666
266,282
(364,172)
(126,882)
464,333
725,092
(76,781)
(43,554)
$ 32.52
$ 52.35
$ 31.18
$ 34.28
$ 39.48
$ 91.45
$ 35.74
$ 33.32
26.48
35.59
27.20
28.62
1,110,666
1,069,090
$ 39.48
$ 57.52
885,894
$
$
$
$
32.52
$
three-year performance multiplier, which ranges from zero to two.
The total fair value of PSUs that vested during the years ended December 31, 2011, 2010, and 2009 was
$13.0 million, $6.6 million, and $1.8 million, respectively.
The Company granted PSUs in 2011, 2010, and 2009 as part of its regular annual long-term equity
compensation process. The fair value of these grants was $24.3 million, $20.3 million, and $25.8 million for the
2011, 2010, and 2009 grants, respectively. The PSUs vest 1/7th, 2/7ths, and 4/7ths on the first three anniversary dates
of their issuances.
During 2011, the Company settled 305,423 PSUs that relate to awards granted in 2008 through the
issuance of shares of the Company's common stock in accordance with the terms of the PSU awards. As a result,
the Company issued a net of 206,468 shares of common stock associated with these grants. The remaining 98,955
shares were withheld to satisfy income and payroll tax withholding obligations that occurred upon delivery of the
shares underlying those PSUs.
Restricted Stock Units Under the Equity Incentive Compensation Plan
The Company grants RSUs as a part of its equity incentive compensation program to eligible employees,
consultants, and members of the Board of Directors. Restrictions and vesting periods for the awards are determined
by the Board of Directors and are set forth in the award agreements. Each RSU represents a right for one share of
the Company’s common stock to be delivered upon settlement of the award at the end of a specified period. RSUs
are recognized as general and administrative and exploration expense over the vesting period of the award.
The total expense associated with RSUs for the years ended December 31, 2011, 2010, and 2009, was $5.3
million, $7.7 million, and $7.9 million, respectively. As of December 31, 2011, there was $7.5 million of total
unrecognized expense related to unvested RSU awards, which is being amortized through 2014. The Company
records compensation expense associated with the issuance of RSUs based on the estimated fair value of the
awards. The fair value of an RSU is equal to the closing price of the Company's common stock on the day of grant.
111
A summary of the status and activity of non-vested RSUs for the years ended December 31, 2011, 2010,
and 2009, is presented below:
2011
2010
2009
Non-vested at beginning
of year
Granted
Vested
Forfeited
Non-vested at end of
year
RSUs
333,359
98,952
(105,820)
(17,614)
308,877
$
$
$
$
$
Weighted-
Average
Grant-
Date
Fair Value
31.16
72.69
30.61
36.80
RSUs
407,123
128,865
(160,398)
(42,231)
Weighted-
Average
Grant-
Date
Fair Value
34.67
40.31
46.30
35.43
$
$
$
$
$
RSUs
402,297
241,745
(211,092)
(25,827)
Weighted-
Average
Grant-
Date
Fair Value
$
$
$
$
$
48.24
23.87
46.26
50.35
34.67
44.33
333,359
31.16
407,123
The total fair value of RSUs that vested during the years ended December 31, 2011, 2010, and 2009, was
$3.2 million, $7.4 million, and $9.8 million, respectively.
The Company issued 98,952 RSUs in 2011, 128,865 RSUs in 2010, and 241,745 RSUs in 2009 as part of
its long-term equity compensation process. The fair value associated with these issuances was $7.2 million, $5.2
million, and $5.8 million, respectively. These RSUs vest 1/7th, 2/7ths, and 4/7ths on the first three anniversary dates
of their issuances.
During the years ended December 31, 2011, 2010, and 2009, the Company settled 105,820, 160,381, and
215,700 RSUs, respectively. The Company and the majority of grant participants mutually agreed to net share
settle the awards to cover income and payroll tax withholdings as provided for in the plan document and award
agreements. As a result, the Company issued net shares of common stock of 72,305, 113,103, and 156,252 for
2011, 2010, and 2009, respectively. The remaining 33,515, 47,278, and 59,448 shares were withheld to satisfy
income and payroll tax withholding obligations that occurred upon the delivery of the shares underlying those
RSUs for 2011, 2010, and 2009, respectively.
Stock Option Grants Under the Equity Incentive Compensation Plan
The Company has previously granted stock options under the St. Mary Land & Exploration Company Stock
Option Plan and the St. Mary Land & Exploration Company Incentive Stock Option Plan. The last issuance of
stock options occurred on December 31, 2004. Stock options to purchase shares of the Company’s common stock
had been granted to eligible employees and members of the Board of Directors. All options granted under the
option plans have been granted at exercise prices equal to the respective closing market price of the Company’s
underlying common stock on the grant dates. All stock options granted under the option plans are exercisable for a
period of up to ten years from the date of grant. As of December 31, 2011, 2010, and 2009, there was no
unrecognized compensation expense related to stock option awards.
112
A summary of activity associated with the Company’s Stock Option Plans during the last three years is
presented in the following table:
For the year ended December 31, 2009
Outstanding, start of year
Exercised
Forfeited
Outstanding, end of year
Vested and exercisable at end of year
For the year ended December 31, 2010
Outstanding, start of year
Exercised
Forfeited
Outstanding, end of year
Vested and exercisable at end of year
For the year ended December 31, 2011
Outstanding, start of year
Exercised
Forfeited
Outstanding, end of year
Vested and exercisable at end of year
Weighted -
Average
Exercise
Price
Aggregate
Intrinsic
Value
12.69
8.40
13.38
13.31
13.31
13.31
13.77
16.66
13.11
13.11
13.11
12.19
—
13.86
13.86
4,625,148
$ 26,684,106
$ 26,684,106
11,281,865
$ 42,192,057
$ 42,192,057
24,359,240
$ 30,109,110
$ 30,109,110
Shares
1,509,710
(189,740)
(45,050)
1,274,920
1,274,920
1,274,920
(346,377)
(7,778)
920,765
920,765
920,765
(412,551)
—
508,214
508,214
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
A summary of additional information related to options outstanding as of December 31, 2011, follows:
Number
Of Options
Outstanding
and
Exercisable
35,964
29,043
13,080
80,261
43,001
48,055
21,051
54,189
134,710
48,860
508,214
Range of
Exercise Prices
-
-
-
-
-
-
-
-
-
-
$ 11.95
12.03
12.08
12.50
12.53
12.66
13.39
13.65
14.25
20.87
$ 10.86
12.03
12.08
12.50
12.53
12.66
13.39
13.65
14.25
20.87
Total
Options Outstanding and Exercisable
Weighted-
Average
Remaining
Contractual
Life
Weighted-
Average
Exercise
Price
0.66 years
0.50 years
0.39 years
1.0 years
1.3 years
1.8 years
1.8 years
1.5 years
2.0 years
3.0 years
$
11.76
12.03
12.08
12.50
12.53
12.66
13.39
13.65
14.25
20.87
The fair value of options was measured at the date of grant using the Black-Scholes-Merton option-pricing
model.
113
Cash flows resulting from excess tax benefits are to be classified as part of cash flows from financing
activities. Excess tax benefits are realized tax benefits from tax deductions for vested RSUs, settled PSUs, and
exercised options in excess of the deferred tax asset attributable to stock compensation costs for such equity awards.
The Company recorded $854,000 of excess tax benefits for the year ended December 31, 2010, as cash inflows
from financing activities. The Company recorded no excess tax benefits for the years ended December 31, 2011,
and December 31, 2009. Cash received from exercises under all share-based payment arrangements for the years
ended December 31, 2011, 2010, and 2009, was $5.0 million, $4.8 million, and $1.6 million, respectively.
Director Shares
In 2011, 2010, and 2009, the Company issued 21,568, 24,258, and 50,094 shares, respectively, of the
Company's common stock held as treasury shares to its non-employee directors pursuant to the Company’s Equity
Plan. The Company recorded compensation expense related to these issuances of $1.2 million, $781,000, and
$688,000 for the years ended December 31, 2011, 2010, and 2009, respectively.
Employee Stock Purchase Plan
Under the Company’s Employee Stock Purchase Plan ("ESPP"), eligible employees may purchase shares of
the Company’s common stock through payroll deductions of up to 15 percent of eligible compensation, without
accruing in excess of $25,000 in fair market value from purchases for each calendar year. The purchase price of the
stock is 85 percent of the lower of the fair market value of the stock on the first or last day of the purchase period.
All shares issued under the ESPP as of December 31, 2011, have no minimum restriction period. The ESPP is
intended to qualify under Section 423 of the IRC. The Company has 1.4 million shares available under the ESPP
for issuance as of December 31, 2011. Shares issued under the ESPP totaled 41,358 in 2011, 52,948 in 2010, and
86,308 in 2009. Total proceeds to the Company for the issuance of these shares were $2.3 million in 2011, $1.7
million in 2010, and $1.5 million in 2009, respectively.
The fair value of ESPP shares was measured at the date of grant using the Black-Scholes-Merton option-
pricing model. Expected volatility was calculated based on the Company's historical daily common stock price, and
the risk-free interest rate is based on U.S. Treasury yield curve rates with maturities consistent with a six month
vesting period.
The fair value of ESPP shares issued during the periods reported were estimated using the following
weighted-average assumptions:
Risk free interest rate
Dividend yield
Volatility factor of the expected market
price of the Company’s common stock
Expected life (in years)
For the Years Ended December 31,
2009
2010
2011
0.2%
0.2%
36.3%
0.5
0.2%
0.3%
46.3%
0.5
0.3%
0.5%
95.1%
0.5
The Company expensed $682,000, $550,000, and $848,000 for the years ended December 31, 2011, 2010,
and 2009, respectively, based on the estimated fair value of grants.
401(k) Plan
The Company has a defined contribution pension plan (the “401(k) Plan”) that is subject to the Employee
Retirement Income Security Act of 1974. The 401(k) Plan allows eligible employees to contribute up to 60 percent
of their base salaries up to the contribution limits established under the IRC. The Company matches each
employee’s contribution up to 6 percent of the employee’s base salary and may make additional contributions at its
114
discretion. The Company’s contributions to the 401(k) Plan were $2.9 million, $2.5 million, and $2.5 million for
the years ended December 31, 2011, 2010, and 2009, respectively. No discretionary contributions were made by
the Company to the 401(k) Plan for any of these years.
Net Profits Plan
Under the Company’s Net Profits Plan, all oil and gas wells that were completed or acquired during a year
were designated within a specific pool. Key employees recommended by senior management and designated as
participants by the Company’s Compensation Committee of the Board of Directors and employed by the Company
on the last day of that year became entitled to payments under the Net Profits Plan after the Company has received
net cash flows returning 100 percent of all costs associated with that pool. Thereafter, ten percent of future net cash
flows generated by the pool are allocated among the participants and distributed at least annually. The portion of
net cash flows from the pool to be allocated among the participants increases to 20 percent after the Company has
recovered 200 percent of the total costs for the pool, including payments made under the Net Profits Plan at the
ten percent level. In December 2007, the Board of Directors discontinued the creation of new pools under the Net
Profits Plan. As a result, the 2007 Net Profits Plan pool was the last pool established by the Company.
Cash payments made or accrued under the Net Profits Plan that have been recorded as either general and
administrative expense or exploration expense are detailed in the table below:
General and administrative expense
Exploration expense
Total
For the Years Ended December 31,
2011
2010
2009
19,326
2,091
21,417
(in thousands)
19,798
$
2,633
22,431
$
$
$
18,399
1,463
19,862
$
$
Additionally, the Company made or accrued cash payments under the Net Profits Plan of $6.3 million,
$26.1 million, and $724,000 for the years ended December 31, 2011, 2010, and 2009, respectively, as a result of
divestiture proceeds. The cash payments are accounted for as a reduction in the gain on divestiture activity in the
accompanying statements of operations.
The Company records changes in the present value of estimated future payments under the Net Profits Plan
as a separate line item in the accompanying statements of operations. The change in the estimated liability is
recorded as a non-cash expense or benefit in the current period. The amount recorded as an expense or benefit
associated with the change in the estimated liability is not allocated to general and administrative expense or
exploration expense because it is associated with the future net cash flows from oil and gas properties in the
respective pools rather than results being realized through current period production. If the Company allocated the
change in liability to these specific functional line items, based on the current allocation of actual distributions made
by the Company, such expenses or benefits would predominately be allocated to general and administrative
expense. The amount that would be allocated to exploration expense is minimal in comparison. Over time, less of
the amount distributed relates to prospective exploration efforts as more of the amount distributed is to employees
that have terminated employment and do not provide ongoing exploration support to the Company.
Note 8 – Pension Benefits
Pension Plans
The Company has a non-contributory defined benefit pension plan covering substantially all employees
who meet age and service requirements (the “Qualified Pension Plan”). The Company also has a supplemental non-
contributory pension plan covering certain management employees (the “Nonqualified Pension Plan”).
115
The Company recognizes the funded status (i.e, the difference between the fair value of plan assets and the
projected benefit obligation) of the Company’s pension plan in the accompanying balance sheets as either an asset
or a liability and recognizes a corresponding adjustment to accumulated other comprehensive income, net of tax.
The projected benefit obligation is the actuarial present value of the benefits earned to date by plan participants
based on employee service and compensation including the effect of assumed future salary increases. The
accumulated benefit obligation uses the same factors as the projected benefit obligation but excludes the effects of
assumed future salary increases. The Company’s measurement date for plan assets and obligations is December 31.
Obligations and Funded Status for Both Pension Plans
Change in benefit obligations
Projected benefit obligation at beginning of year
Service cost
Interest cost
Amendments
Actuarial loss
Benefits paid
Projected benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contribution
Benefits paid
Fair value of plan assets at end of year
Funded status at end of year
For the Years Ended December 31,
2011
2010
(in thousands)
$
$
$
$
$
23,867
3,800
1,184
170
1,957
(1,498)
29,480
10,332
(176)
5,260
(1,476)
13,940
(15,540)
$
$
$
$
$
18,550
3,392
1,120
—
2,480
(1,675)
23,867
9,101
1,181
1,725
(1,675)
10,332
(13,535)
The Company’s funded status for the Pension Plans for the years ended December 31, 2011 and 2010, is
$15.5 million and $13.5 million, respectively, and is recognized in the accompanying balance sheets as a portion of
other noncurrent liabilities. No plan assets of the Qualified Pension Plan were returned to the Company during the
fiscal year ended December 31, 2011. There are no plan assets in the Nonqualified Pension Plan. The plan was
amended to increase the vesting percent to 40% after attaining two years of service and increasing by 20% per year
until fully vested. The impact of this change in the vesting schedule is reflected in amendments in the table above.
Information for Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets for Both Plans
Projected benefit obligation
Accumulated benefit obligation
Less: Fair value of plan assets
Underfunded accumulated benefit obligation
As of December 31,
2011
2010
(in thousands)
$
$
$
29,480
21,697
13,940
7,757
$
$
$
23,867
17,457
10,332
7,125
Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits
earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The
expected long-term rate on plan assets is applied to a calculated value of plan assets that recognizes changes in fair
116
value over a five-year period. This practice is intended to reduce year-to-year volatility in pension expense, but it
can have the effect of delaying recognition of differences between actual returns on assets and expected returns
based on long-term rate of return assumptions. Amortization of unrecognized net gain or loss resulting from
experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet
reflected in market-related value) is included as a component of net periodic benefit cost for a year. If, as of the
beginning of the year, the unrecognized net gain or loss exceeds ten percent of the greater of the projected benefit
obligation and the market-related value of plan assets, the amortization is the excess divided by the average
remaining service period of participating employees expected to receive benefits under the plan.
Pre-tax amounts not yet recognized in net periodic pension costs, but rather recognized in accumulated
other comprehensive loss as of December 31, 2011, and 2010, consist of:
As of December 31,
2011
2010
Unrecognized actuarial losses
Unrecognized prior service costs
Unrecognized transition obligation
Accumulated other comprehensive loss
$
$
$
(in thousands)
8,501
170
—
8,671
$
(5,892)
—
—
(5,892)
The estimated net loss that will be amortized from accumulated other comprehensive income into net
periodic benefit cost over the next fiscal year is $586,000.
Other pre-tax changes recognized in other comprehensive income during 2011, 2010, and 2009, were as
follows:
Net actuarial gain (loss)
Prior service cost
Less: Amortization of:
Actuarial loss
$
Total other comprehensive income (loss)
$
2011
As of December 31,
2010
(in thousands)
2009
(3,014)
(170)
(405)
(2,779)
$
$
(1,937)
—
(367)
(1,570)
$
$
(239)
—
(358)
119
Components of Net Periodic Benefit Cost for Both Pension Plans
2011
For the Years Ended December 31,
2010
(in thousands)
2009
Components of net periodic benefit cost
Service cost
Interest cost
Expected return on plan assets that
reduces periodic pension cost
Amortization of prior service cost
Amortization of net actuarial loss
Net periodic benefit cost
$
$
3,392
1,120
(638)
—
367
4,241
$
$
2,500
934
(430)
—
372
3,376
$
$
3,800
1,184
(880)
—
405
4,509
117
Gains and losses in excess of ten percent of the greater of the benefit obligation and the market-related
value of assets are amortized over the average remaining service period of active participants.
Pension Plan Assumptions
Weighted-average assumptions to measure the Company’s projected benefit obligation and net periodic
benefit cost are as follows:
Projected benefit obligation
Discount rate
Rate of compensation increase
Net periodic benefit cost
Discount rate
Expected return on plan assets
Rate of compensation increase
2011
4.7%
6.2%
5.3%
7.5%
6.2%
As of December 31,
2010
5.3%
6.2%
6.1%
7.5%
6.2%
2009
6.1%
6.2%
6.1%
7.5%
6.2%
The Company’s pension investment policy includes various guidelines and procedures designed to ensure
that assets are prudently invested in a manner necessary to meet the future benefit obligation of the Pension Plans.
The policy does not permit the direct investment of plan assets in the Company’s securities. The Company’s
investment horizon is long-term and accordingly the target asset allocations encompass a strategic, long-term
perspective of capital markets, expected risk and return behavior and perceived future economic conditions. The
key investment principles of diversification, assessment of risk, and targeting the optimal expected returns for given
levels of risk are applied.
The Company’s investment portfolio contains a diversified blend of common stocks and bonds, which may
reflect varying rates of return. The investments are further diversified within each asset classification. The
portfolio diversification provides protection against a single security or class of securities having a disproportionate
impact on aggregate investment performance. The actual asset allocations are reviewed and rebalanced on a
periodic basis to maintain the target allocations. The Company’s weighted-average asset allocation for the
Qualified Pension Plan is as follows:
Asset Category
Equity securities
Debt securities
Other
Total
Target
2012
60.0%
40.0%
—%
100.0%
As of December 31,
2010
2011
61.8%
37.7%
0.5%
100.0%
60.8%
39.2%
—%
100.0%
There is no asset allocation of the Nonqualified Pension Plan since there are no plan assets in that plan. An
expected return on plan assets of 7.5 percent was used to calculate the Company’s obligation under the Qualified
Pension Plan for 2011 and 2010. Factors considered in determining the expected return include the 60 percent
equity and 40 percent debt securities mix of investment of plan assets and the long-term historical rate of return
provided by the equity and debt securities markets. The difference in investment income using the projected rate of
return compared to the actual rates of return for the past two years was not material and will not have a material
effect on the accompanying statements of operations or cash flows from operating activities in future years.
118
Fair Value Assumptions
The Company’s pension plan assets consist of funds that have quoted net asset values within active
markets. The individual funds are derived from quoted equity and debt securities within active markets with no
judgment involved. As such, the funds are deemed to be Level 1. The fair value of the Company’s pension plan
assets as of December 31, 2011, utilizing the fair value hierarchy discussed in Note 11 – Fair Value Measurements
is as follows:
Assets:
Level 1
Cash and Money Market Funds
Equity Securities
$
Foreign Large Blend (1)
U.S. Small Blend (2)
U.S. Large Blend (3)
Fixed Income Securities
Intermediate Term Bond (4)
Level 2
(in thousands)
—
Level 3
—
—
—
—
—
—
—
—
—
—
—
66
2,048
2,290
4,278
5,258
13,940
Total
(1) International equities are invested in companies that trade on active exchanges outside the U.S. and are well diversified
$
among a dozen or more developed markets. Active and passive strategies are employed.
(2) U.S. equities are invested in companies that are well diversified by industry sector and equity style, such as growth and
value strategies, that trade on active exchanges within the U.S. Active and passive management strategies are employed.
At least 80% of this fund is invested in equity securities of small companies.
(3) U.S. equities include companies that are well diversified by industry sector and equity style, such as growth and value
strategies, that trade on active exchanges within the U.S. Active and passive management strategies are employed. At
least 80% of this fund is invested in equity securities designed to replicate the holdings and weightings of the stocks listed
in the S&P 500 index.
(4) Intermediate term bonds seek total return. At least 80% of this fund is invested in a diversified portfolio of bonds, which
include all types of securities. It invests primarily in bonds of corporate and governmental issues located in the U.S. and
foreign countries, including emerging markets all of which trade on active exchanges.
The fair value of the Company’s pension plan assets as of December 31, 2010, is as follows (see footnotes
above):
Assets:
Cash and Money Market Funds
Equity Securities
Foreign Large Blend (1)
U.S. Small Blend (2)
U.S. Large Blend (3)
Fixed Income Securities
Intermediate Term Bond (4)
Total
Contributions
$
$
Level 1
4
1,444
1,647
3,185
4,052
10,332
$
Level 2
(in thousands)
—
$
Level 3
—
—
—
—
—
—
$
$
—
—
—
—
—
The Company contributed $5.3 million, $1.7 million, and $2.0 million, to the Pension Plans in the years
ended December 31, 2011, 2010, and 2009, respectively. The Company is expected to make a $4.9 million
contribution to the Pension Plans in 2012.
119
Benefit Payments
The Pension Plans made actual benefit payments of $1.5 million, $1.7 million, and $945,000 in the years
ended December 31, 2011, 2010, and 2009, respectively. Expected benefit payments over the next ten years are as
follows (in thousands):
Years Ending December 31,
2012
2013
2014
2015
2016
2017 through 2021
$
$
1,296
2,360
2,513
2,205
2,668
23,258
Note 9 – Asset Retirement Obligations
The Company recognizes an estimated liability for future costs associated with the abandonment of its oil
and gas properties. A liability for the fair value of an asset retirement obligation and a corresponding increase to the
carrying value of the related long-lived asset are recorded at the time a well is completed or acquired. The increase
in carrying value is included in proved oil and gas properties in the accompanying balance sheets. The Company
depletes the amount added to proved oil and gas property costs and recognizes expense in connection with the
accretion of the discounted liability over the remaining estimated economic lives of the respective oil and gas
properties. Cash paid to settle asset retirement obligations is included in the operating section of the Company’s
accompanying consolidated statements of cash flows.
The Company’s estimated asset retirement obligation liability is based on historical experience in
abandoning wells, estimated economic lives, estimates as to the cost to abandon the wells in the future, and federal
and state regulatory requirements. The liability is discounted using the credit-adjusted risk-free rate estimated at the
time the liability is incurred or revised. The credit-adjusted risk-free rates used to discount the Company’s
abandonment liabilities range from 6.5 percent to 12 percent. Revisions to the liability could occur due to changes
in estimated abandonment costs or well economic lives or if federal or state regulators enact new requirements
regarding the abandonment of wells.
A reconciliation of the Company’s asset retirement obligation liability is as follows:
Beginning asset retirement obligation
Liabilities incurred
Liabilities settled
Accretion expense
Revision to estimated cash flows
Ending asset retirement obligation
$
$
As of December 31,
2011
2010
(in thousands)
82,849
5,465
(8,365)
5,948
10,009
95,906
$
$
102,080
4,738
(30,523)
5,583
971
82,849
As of December 31, 2011, and 2010, the Company had $1.3 million and $2.1 million, respectively, of asset
retirement obligation associated with the oil and gas properties held for sale included in a separate line item on the
Company’s accompanying balance sheets. Additionally, as of December 31, 2011, and 2010, accounts payable and
120
accrued expenses contain $7.5 million and $11.7 million, respectively, related to the Company’s current asset
retirement obligation liability for estimated plugging and abandonment costs associated with platforms that are
being relinquished or retired.
Note 10 – Derivative Financial Instruments
Oil, Natural Gas, and NGL Commodity Hedges
To mitigate a portion of the exposure to potentially adverse market changes in commodity prices and the
associated impact on cash flows, the Company has entered into various commodity derivative contracts. The
Company’s derivative contracts in place include swap and collar arrangements for oil, natural gas, and NGLs. As of
December 31, 2011, the Company has commodity derivative contracts in place through the second quarter of 2014
for a total of 7.5 million Bbls of oil, 56.7 million MMBtu of gas, and 1.3 million Bbls of NGLs. As of February 16,
2012, the Company had commodity derivative contracts in place through the fourth quarter of 2014 for a total of
11.0 million Bbls of oil, 77.9 million MMBtu of gas, and 1.5 million Bbls of NGLs.
The Company’s commodity derivatives are measured at fair value and are included in the accompanying
balance sheets as derivative assets and liabilities. The Company derives internal valuation estimates that take into
consideration the counterparties’ credit ratings, the Company’s credit rating, and the time value of money. These
valuations are then compared to the respective counterparties’ mark-to-market statements. The pertinent factors
result in an estimated exit-price that management believes provides a reasonable and consistent methodology for
valuing derivative instruments. The derivative instruments utilized by the Company are not considered by
management to be complex, structured, or illiquid. The commodity derivative markets are highly active. The fair
value of the commodity derivative contracts was a net asset of $31.2 million and a net liability of $52.3 million at
December 31, 2011, and December 31, 2010, respectively.
Discontinuance of Cash Flow Hedge Accounting
Prior to January 1, 2011, the Company designated its commodity derivative contracts as cash flow hedges,
for which unrealized changes in fair value were recorded to accumulated other comprehensive income (loss)
(“AOCIL”), to the extent the hedges were effective. As of January 1, 2011, the Company elected to de-designate all
of its commodity derivative contracts that had been previously designated as cash flow hedges at December 31,
2010. As a result, subsequent to December 31, 2010, the Company recognizes all gains and losses from changes in
commodity derivative fair values immediately in earnings rather than deferring any such amounts in AOCIL. The
Company decided to discontinue the use of hedge accounting prospectively.
At December 31, 2010, accumulated other comprehensive loss (“AOCL”) included $11.8 million of
unrealized losses net of income tax, representing the change in fair value of the Company’s open commodity
derivative contracts designated as cash flow hedges as of that balance sheet date, less any ineffectiveness
recognized. As a result of discontinuing hedge accounting on January 1, 2011, such fair values at December 31,
2010, were frozen in AOCL as of the de-designation date and are reclassified into earnings as the original derivative
transactions settle. During the year ended December 31, 2011, $13.0 million of, net of income tax, derivative losses
relating to de-designated commodity hedges were reclassified from AOCL into earnings. As of December 31, 2011,
AOCL included $1.1 million of, net of income tax, unrealized gains on commodity derivative contracts that had
been previously designated as cash flow hedges. The Company expects to reclassify into earnings from AOCL a
$2.4 million gain, net of income tax, related to de-designated commodity derivative contracts during the next twelve
months.
Please refer to Note 11 – Fair Value Measurements for more information regarding the Company’s
derivative instruments. The following table details the fair value of derivatives recorded in the accompanying
balance sheets, by category:
121
As of December 31, 2011
Derivative Assets
Derivative Liabilities
Balance Sheet
Classification
Fair Value
Balance Sheet
Classification
Commodity Contracts
Commodity Contracts
Derivatives not designated as hedging
instruments
Current Assets
Noncurrent Assets
$
$
(in thousands)
55,813
31,062
Current Liabilities
Noncurrent liabilities
86,875
Fair Value
$
$
42,806
12,875
55,681
As of December 31, 2010
Derivative Assets
Derivative Liabilities
Balance Sheet
Classification
Fair Value
Balance Sheet
Classification
Commodity Contracts
Commodity Contracts
Derivatives designated as hedging
instruments
Current Assets
Noncurrent Assets
$
$
(in thousands)
43,491
18,841
Current Liabilities
Noncurrent Liabilities
62,332
Fair Value
$
$
82,044
32,557
114,601
The following table summarizes the unrealized and realized gains and losses on derivative cash settlements
and changes in fair value of derivative contracts not designated as hedging instruments as presented in the
accompanying statements of operations.
Cash settlement (gain) loss:
Oil contracts
Natural gas contracts
NGL contracts
Total cash settlement loss
Unrealized (gain) loss on changes in fair value:
Oil contracts
Natural gas contracts
NGL contracts
Total net unrealized (gain) on change in fair value
Total unrealized and realized derivative (gain) loss
For the year ended
December 31, 2011
(in thousands)
$
$
$
$
$
22,633
(10,711)
13,749
25,671
(3,391)
(64,310)
4,944
(62,757)
(37,086)
122
The following table details the ef
operations (net of income tax):
fect of derivative instruments on AOCIL and the accompanying statements of
Location on
Accompanying
Statements of
Operations
Derivatives
For the Years Ended
December 31,
2010
(in thousands)
2009
2011
Amount reclassified from AOCIL to
realized hedge (loss) gain
Commodity
Contracts
Realized hedge
(loss) gain
$ 12,997
$ 6,641
$(67,344)
The realized net hedge loss for the year ended December 31, 2011, is comprised of realized cash
settlements on commodity derivative contracts that were previously designated as cash flow hedges, whereas the
realized net hedge gain for the years ended December 31, 2010 and 2009, is comprised of realized cash settlements
on all commodity derivative contracts. Realized hedge gains or losses from the settlement of commodity
derivatives previously designated as cash flow hedges are reported in the total operating revenues and other income
section of the accompanying statements of operations. The Company realized a net loss of $20.7 million, a net gain
of $23.5 million, and a net gain of $140.6 million from its commodity derivative contracts for the years ended
December 31, 2011, 2010, and 2009, respectively.
As noted above, effective January 1, 2011, the Company elected to de-designate all of its commodity
derivative contracts that had been previously designated as cash flow hedges, and as such no new gains or losses are
deferred in AOCIL at December 31, 2011. The following table details the effect of derivative instruments on
AOCIL and the accompanying balance sheets (net of income tax):
Derivatives
Location on
Accompanying
Balance Sheets
For the years ended
December 31,
2010
2009
(in thousands)
Amount of gain (loss) on derivatives recognized
in AOCIL during the period (effective portion)
Commodity
Contracts
AOCIL
$
16,811
$
(35,977)
The Company has no derivatives designated as cash flow hedges at December 31, 2011. The following
table details the ineffective portion of derivative instruments classified as cash flow hedges on the accompanying
statements of operations for the years ended December 31, 2010 and 2009.
Derivatives Qualifying
as Cash Flow Hedges
Location on Accompanying
Statements of Operations
Loss Recognized in
Earnings
(Ineffective Portion)
For the Years Ended December 31,
2010
2009
Commodity Contracts
Unrealized and realized derivative (gain) loss
$
(in thousands)
8,899
$
20,469
Credit Related Contingent Features
As of December 31, 2011, and through the filing date of this report, all of the Company’s derivative
counterparties were members of the Company’s credit facility syndicate. The Company’s credit facility is secured
by liens on substantially all of the Company’s proved oil and gas properties.
123
Convertible Note Derivative Instrument
The contingent interest provision of the 3.50% Senior Convertible Notes is an embedded derivative
instrument. As of December 31, 2011 and 2010, the value of this derivative was determined to be immaterial.
Note 11 – Fair Value Measurements
The Company follows fair value measurement authoritative accounting guidance for all assets and
liabilities measured at fair value. That authoritative accounting guidance defines fair value as the price that would
be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market
participants at the measurement date. Market or observable inputs are the preferred sources of values, followed by
assumptions based on hypothetical transactions in the absence of market inputs. The hierarchy for grouping these
assets and liabilities is based on the significance level of the following inputs:
• Level 1 – Quoted prices in active markets for identical assets or liabilities
• Level 2 – Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or
similar instruments in markets that are not active, and model-derived valuations whose inputs are
observable or whose significant value drivers are observable
• Level 3 – Significant inputs to the valuation model are unobservable
The following is a listing of the Company’s assets and liabilities that are measured at fair value and where
they are classified within the hierarchy as of December 31, 2011:
Assets:
Derivatives (1)
Proved oil and gas properties (2)
Unproved oil and gas properties (2)
Liabilities:
Derivatives (1)
Net Profits Plan (1)
$
$
$
$
Level 1
Level 2
(in thousands)
Level 3
—
—
—
—
—
$
$
$
$
86,875
—
—
55,681
—
$
$
$
$
—
139,992
15,809
—
107,731
(1) This represents a financial asset or liability that is measured at fair value on a recurring basis.
(2) This represents a non-financial asset that is measured at fair value on a nonrecurring basis.
The following is a listing of the Company’s financial assets and liabilities that are measured at fair value on
a recurring basis and where they are classified within the hierarchy as of December 31, 2010:
Assets:
Derivatives
Liabilities:
Derivatives
Net Profits Plan
Level 1
Level 2
(in thousands)
Level 3
$
$
$
—
—
—
$
$
$
62,332
114,601
—
$
$
$
—
—
135,850
Both financial and non-financial assets and liabilities are categorized within the hierarchy based on the
lowest level of input that is significant to the fair value measurement. The following is a description of the
124
valuation methodologies used by the Company as well as the general classification of such instruments pursuant to
the hierarchy. There were no non-financial assets or liabilities measured at fair value on a nonrecurring basis at
December 31, 2010.
Derivatives
The Company uses Level 2 inputs to measure the fair value of oil, gas, and NGL commodity derivatives.
Fair values are based upon interpolated data. The Company derives internal valuation estimates taking into
consideration the counterparties’ credit ratings, the Company’s credit rating, and the time value of money. These
valuations are then compared to the respective counterparties’ mark-to-market statements. The considered factors
result in an estimated exit-price that management believes provides a reasonable and consistent methodology for
valuing derivative instruments.
Generally, market quotes assume that all counterparties have near zero, or low, default rates and have equal
credit quality. However, an adjustment may be necessary to reflect the credit quality of a specific counterparty to
determine the fair value of the instrument. The Company monitors the credit ratings of its counterparties and may
ask counterparties to post collateral if their ratings deteriorate. In some instances the Company will attempt to
novate the trade to a more stable counterparty.
Valuation adjustments are necessary to reflect the effect of the Company’s credit quality on the fair value of
any liability position with a counterparty. This adjustment takes into account any credit enhancements, such as
collateral margin that the Company may have posted with a counterparty, as well as any letters of credit between the
parties. The methodology to determine this adjustment is consistent with how the Company evaluates counterparty
credit risk, taking into account the Company’s credit rating, current credit facility margins, and any change in such
margins since the last measurement date. All of the Company’s derivative counterparties are members of the
Company's credit facility bank syndicate.
The methods described above may result in a fair value estimate that may not be indicative of net realizable
value or may not be reflective of future fair values and cash flows. While the Company believes that the valuation
methods utilized are appropriate and consistent with authoritative accounting guidance and with other marketplace
participants, the Company recognizes that third parties may use different methodologies or assumptions to
determine the fair value of certain financial instruments that could result in a different estimate of fair value at the
reporting date.
Net Profits Plan
The Net Profits Plan is a standalone liability for which there is no available market price, principal market,
or market participants. Certain inputs for this instrument are unobservable and are therefore classified as Level 3
inputs. The Company employs the income approach, which converts expected future cash flow amounts to a single
present value amount. This technique uses the estimate of future cash payments, expectations of possible variations
in the amount and/or timing of cash flows, the risk premium, and nonperformance risk to calculate the fair value.
There is a direct correlation between realized oil, gas, and NGL commodity prices driving net cash flows and the
Net Profits Plan liability. Generally, higher commodity prices result in a larger Net Profits Plan liability and vice
versa.
The Company records the estimated fair value of the long-term liability for estimated future payments
under the Net Profits Plan based on the discounted value of estimated future payments associated with each
individual pool. The calculation of this liability is a significant management estimate. For those pools currently in
payout, a discount rate of 12 percent is used to calculate this liability. A discount rate of 15 percent is being used to
calculate the liability for pools that have not reached payout. These rates are intended to represent the best estimate
of the present value of expected future payments under the Net Profits Plan.
125
The Company’s estimate of its liability is highly dependent on commodity prices, cost assumptions, and the
discount rates used in the calculations. The Company continually evaluates the assumptions used in this calculation
in order to consider the current market environment for oil, gas, and NGL prices, costs, discount rates, and overall
market conditions. The Net Profits Plan liability is determined using price assumptions of five one-year strip prices
with the fifth year’s pricing then carried out indefinitely. The average price is adjusted for realized price
differentials and to include the effects of forecasted production covered by derivative contracts in the relevant
periods. The non-cash expense associated with this significant management estimate is highly volatile from period
to period due to fluctuations that occur in the oil, gas, and NGL commodity markets.
If the commodity prices used in the calculation changed by five percent, the liability recorded at
December 31, 2011, would differ by approximately $9 million. A one percentage point change in the discount rate
would result in a change to the liability of approximately $5 million. Actual cash payments to be made to
participants in future periods are dependent on realized actual production, realized commodity prices, and actual
costs associated with the properties in each individual pool of the Net Profits Plan. Consequently, actual cash
payments are inherently different from the amounts estimated.
No published market quotes exist on which to base the Company’s estimate of fair value of the Net Profits
Plan liability. As such, the recorded fair value is based entirely on management estimates that are described within
this footnote. While some inputs to the Company’s calculation of fair value on the Net Profits Plan’s future
payments are from published sources, others, such as the discount rate and the expected future cash flows, are
derived from the Company’s own calculations and estimates. The following table reflects the activity for the Net
Profits Plan liability measured at fair value using Level 3 inputs:
2011
For the Years Ended December 31,
2010
(in thousands)
$
$
Beginning balance
Net increase in liability (1)
Net settlements (1) (2) (3)
Transfers in (out) of Level 3
Ending balance
$
$
135,850
2,269
(30,388)
—
107,731
170,291
14,063
(48,504)
—
135,850
$
$
2009
177,366
13,511
(20,586)
—
170,291
(1) Net changes in the Net Profits Plan liability are shown in the Change in Net Profits Plan liability line item of the
accompanying statements of operations.
(2) Settlements represent cash payments made or accrued under the Net Profits Plan. The Company accrued or made cash
payments under the Net Profits Plan relating to divestiture proceeds of $6.3 million, $26.1 million, and $724,000 for the
years ended December 31, 2011, 2010, and 2009 respectively.
(3) During the first quarter of 2011, the Company elected to cash out several Net Profits Plan pools associated with the
acquisition of Nance Petroleum Corporation in 1999, through a $2.6 million direct payment. As a result, the Company
reduced its Net Profits Plan liability by that amount. There is no impact on the accompanying statements of operations for
the period ended December 31, 2011, related to these settlements.
Long-term Debt
Based on the secondary market trading price of the 3.50% Senior Convertible Notes, the estimated fair
value of the notes was approximately $394 million and $351 million as of December 31, 2011, and 2010,
respectively. The fair value of the embedded contingent interest derivative was immaterial as of December 31,
2011, and 2010.
Based on the secondary market trading price, the fair market value of the 6.625% Senior Notes and the
6.50% Senior Notes as of December 31, 2011, was approximately $359 million and $360 million, respectively.
126
Proved Oil and Gas Properties
Proved oil and gas property costs are evaluated for impairment and reduced to fair value when there is an
indication that the carrying costs may not be recoverable. The Company uses Level 3 inputs and the income
valuation technique, which converts future amounts to a single present value amount, to measure the fair value of
proved properties through an application of discount rates and price forecasts selected by the Company’s
management. The calculation of the discount rate is based on the best information available and estimated to be 12
percent for the year ended December 31, 2011. Management believes that the discount rate is representative of
current market conditions and considers the estimate of future cash payments, expectations of possible variations in
the amount and/or timing of cash flows, the risk premium, and nonperformance risk. The price forecast is based on
NYMEX strip pricing, adjusted for basis differentials, for the first five years. At the end of the first five years, a flat
terminal price is used. Future operating costs are also adjusted as deemed appropriate for these estimates.
As a result of asset write-downs discussed in Note 1 - Summary of Significant Accounting Policies and Note
3 - Divestitures and Assets Held for Sale, the proved oil and gas properties measured at fair value within the
accompanying balance sheets were $140.0 million as of December 31, 2011. There were no proved oil and gas
properties measured at fair value at December 31, 2010.
Unproved Oil and Gas Properties
Unproved oil and gas property costs are evaluated for impairment and reduced to fair value when there is an
indication that the carrying costs may not be recoverable. The Company uses a market approach and Level 3 inputs
to measure the fair value of unproved properties. The calculation of the discount rate is based on the best
information available and estimated to be 12 percent for the year ended December 31, 2011. Management believes
that the discount rate is representative of current market conditions and includes the following factors: estimate of
future cash payments, expectations of possible variations in the amount and/or timing of cash flows, the risk
premium, and nonperformance risk.
As a result of the asset write-downs discussed in Note 3 - Divestitures and Assets Held for Sale, the
unproved oil and gas properties measured at fair value within the accompanying balance sheets were $15.8 million
as of December 31, 2011. There were no unproved oil and gas properties measured at fair value at December 31,
2010.
Materials Inventory
Materials inventory is valued at the lower of cost or market. The Company uses Level 2 inputs to measure
the fair value of materials inventory, which is primarily comprised of tubular goods. The Company uses third party
market quotes and compares the quotes to the book value of the materials inventory. If the book value exceeds the
quoted market price, the Company reduces the book value to the market price. The considered factors result in an
estimated exit-price that management believes provides a reasonable and consistent methodology for valuing
materials inventory. There were no materials inventory measured at fair value within the accompanying balance
sheets at December 31, 2011, and 2010.
Asset Retirement Obligations
The income valuation technique is utilized by the Company to determine the fair value of the asset
retirement obligation liability at the point of inception by applying a credit-adjusted risk-free rate, which takes into
account the Company’s credit risk, the time value of money, and the current economic state, to the undiscounted
expected abandonment cash flows. Given the unobservable nature of the inputs, the initial measurement of the
asset retirement obligation liability is deemed to use Level 3 inputs. There were no asset retirement obligations
measured at fair value within the accompanying balance sheets at December 31, 2011 and 2010.
127
Please refer to Note 10 – Derivative Financial Instruments and Note 9 – Asset Retirement Obligations for more
information regarding the Company’s derivative instruments and asset retirement obligations.
Note 12 - Acquisition and Development Agreement and Carry and Earning Agreement
Acquisition and Development Agreement
In June 2011, the Company entered into an Acquisition and Development Agreement with Mitsui E&P
Texas LP (“Mitsui”), an indirect subsidiary of Mitsui & Co., Ltd (the “Acquisition and Development Agreement”).
Pursuant to the Acquisition and Development Agreement, the Company agreed to transfer to Mitsui a 12.5 percent
working interest in certain non-operated oil and gas assets representing approximately 39,000 net acres in Dimmit,
LaSalle, Maverick, and Webb Counties, Texas. As consideration for the oil and gas interests transferred, Mitsui
agreed to pay, or carry, 90 percent of certain drilling and completion costs attributable to the Company's remaining
interest in these assets following the closing of the transaction, until Mitsui has expended an aggregate $680.0
million on behalf of the Company. Based on the Company's forecast of the operator's drilling plans, it will take
three to four years to fully utilize the carry. The agreement also provided for the conveyance of one-half of the
Company’s ownership in related gathering assets in exchange for the reimbursement by Mitsui of 50 percent of
costs incurred on those assets by the Company through the closing date. The effective date of the transfer was
March 1, 2011, and the transaction closed on December 2, 2011. Mitsui has reimbursed the Company for capital
expenditures and other costs, net of revenues, that the Company paid and attributable to the transferred interest
during the period between the effective date and the closing date. The Company will apply these reimbursed costs
to the remaining ten percent of the Company’s drilling and completion costs for the affected acreage.
As of December 31, 2011, the Company received $124.7 million of cash payments from Mitsui that are
contractually restricted to be used solely for development operations pursuant to the Acquisition and Development
Agreement and accordingly are classified as non-current assets. The Company has recorded a corresponding
liability equal to the restricted cash balance. The portion of the liability related to development operations expected
to occur within the next year is recorded in accounts payable and accrued expenses within the accompanying
balance sheets. The portion of the liability related to development operations expected to occur more than one year
in the future is recorded in other noncurrent liabilities within the accompanying balance sheets as of December 31,
2011. There was no net impact on the accompanying consolidated statement of cash flows as restricted cash was
offset against the corresponding liability in investing activities. None of the carry had been utilized as of year-end.
Legal and commission costs associated with the execution of the arrangement were recorded as other operating
expense in the accompanying statements of operations.
Carry and Earning Agreement
On April 29, 2010, the Company entered into a Carry and Earning Agreement, which effectively provided
for a third party to earn 95 percent of SM Energy’s interest in approximately 8,400 net acres in a portion of the
Company’s East Texas Haynesville shale acreage, as well as an interest in several wells and five percent of SM
Energy’s interest in approximately 23,400 net acres in a separate portion of the Company’s Haynesville acreage in
East Texas. In exchange for these interests, the third party invested $91.3 million to fund the drilling and
completion costs of horizontal wells in the portion of the leases where the Company retained 95 percent of its
interest. The parties now share all costs of operations within the area of joint ownership in accordance with their
respective ownership interests.
Note 13 - Suspended Well Costs
The following table reflects the net changes in capitalized exploratory well costs during 2011, 2010, and
2009. The table does not include amounts that were capitalized and either subsequently expensed or reclassified to
producing well costs in the same year:
128
Beginning balance on January 1,
Additions to capitalized exploratory well costs pending
the determination of proved reserves
Reclassifications to wells, facilities, and equipment based
on the determination of proved reserves
Capitalized exploratory well costs charged to expense
Ending balance at December 31,
$
$
2011
For the Years Ended December 31,
2010
(in thousands)
34,384
$
35,862
$
2009
15,618
35,862
(32,880)
—
18,600
$
(34,384)
—
35,862
$
9,437
34,384
(7,569)
(1,868)
34,384
The following table provides an aging of capitalized exploratory well costs based on the date the drilling was
completed and the number of projects for which exploratory well costs have been capitalized for more than one year
since the completion of drilling:
Exploratory well costs capitalized for one year or less
Exploratory well costs capitalized for more than one year
Ending balance at December 31,
Number of projects with exploratory well costs that have
been capitalized more than a year
$
$
2011
For the Years Ended December 31,
2010
(in thousands)
35,862
$
—
35,862
15,618
2,982
18,600
$
$
$
2009
2
—
34,384
—
34,384
—
The table above consists of two exploratory wells located in our Permian region. The Company drilled
successful surrounding test wells in the same prospect as the above wells in late 2011 and early 2012 to assess the
value of re-entering these exploratory wells to target the formation through horizontal drilling. Minimal capital has
been spent on these wells during the year due to further development of the prospect using horizontal drilling.
Management is currently analyzing the economics of advancing this project.
*****************
129
Supplemental Oil and Gas Information (unaudited)
Costs Incurred in Oil and Gas Producing Activities
Costs incurred in oil and gas property acquisition, exploration and development activities, whether
capitalized or expensed, are summarized as follows:
Development costs
Facility costs
Exploration costs
Acquisitions
2011
For the Years Ended December 31,
2010
(in thousands)
2009
$
$
1,208,255
112,372
177,465
$
299,308
80,328
443,888
213,971
9,137
154,122
Proved properties
Leasing activity
76
41,677
Total, including asset retirement obligation(1)(2)
418,983
(1) Includes capitalized interest of $10.8 million, $4.3 million, and $1.9 million for the years ended December 31, 2011, 2010,
—
55,237
1,553,329
664
53,192
877,380
$
$
$
and 2009, respectively.
(2) Includes amounts relating to estimated asset retirement obligations of $19.3 million, $5.8 million, and $(805,000) for the
years ended December 31, 2011, 2010, and 2009, respectively.
Oil and Gas Reserve Quantities
The reserve estimates presented below were made in accordance with oil and gas reserve estimation and
disclosure authoritative accounting guidance issued by the FASB effective for reporting periods ending on or after
December 31, 2009. This guidance was issued to align the accounting oil and gas reserve estimation and disclosure
requirements with the requirements in the SEC's " Modernization of Oil and Gas Reporting " rule, which was also
effective for annual reports for fiscal years ending on or after December 31, 2009.
Proved reserves are the estimated quantities of oil, gas, and NGLs, which, by analysis of geoscience and
engineering data, can be estimated with reasonable certainty to be economically producible from a given date
forward, from known reservoirs, and under existing economic conditions, operating methods, and government
regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that
renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the
estimation. Existing economic conditions include prices and costs at which economic producibility from a reservoir
is to be determined, and the price to be used is the average price during the 12-month period prior to the ending date
of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month
price for each month within such period, unless prices are defined by contractual arrangements, excluding
escalations based upon future conditions. All of the Company’s estimated proved reserves are located in North
America.
The table below presents a summary of changes in the Company's estimated proved reserves for each of the
years in the three-year period ended December 31, 2011. The Company engaged Ryder Scott to audit internal
engineering estimates for at least 80 percent of the PV-10 value of our estimated proved reserves in each year
presented. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new
discoveries and undeveloped locations are more imprecise than estimates of established producing oil and gas
properties. Accordingly, these estimates are expected to change as future information becomes available.
130
2011(1)
For the Years Ended December 31,
2010(2)
2009(3)
Oil
(MMBbl)
Gas
(Bcf)
NGLs
(MMBbl)
Oil or
Condensate
(MMBbl)
Gas
(Bcf)
NGLs
(MMBbl)
Oil or
Condensate
(MMBbl)
Gas
(Bcf)
NGLs
(MMBbl)
57.4
640.0
—
53.8
449.5
(0.9)
(76.7)
26.9
223.5
15.6
17.8
3.1
6.1
16.2
172.9
2.8
14.8
0.5
2.8
97.2
(6.4)
(37.3)
(2.9)
(12.1)
(14.0)
—
(8.1)
71.7
—
(100.3)
664.0
46.0
50.3
411.0
451.2
—
(3.5)
27.5
—
15.2
—
(6.4)
57.4
0.2
(71.9)
640.0
48.1
46.0
342.0
411.0
11.4
21.4
229.0
212.8
—
12.3
5.7
11.4
107.5
229.0
—
—
—
—
—
—
—
—
—
—
—
—
51.4
557.4
4.5
(76.8)
3.4
51.9
1.2
29.9
(0.4)
(41.8)
—
(6.3)
53.8
—
(71.1)
449.5
47.1
48.1
433.2
342.0
4.3
5.7
124.2
107.5
—
—
—
—
—
—
—
—
—
—
—
—
Total proved
reserves
Beginning of year
Revisions of
previous
estimate
Discoveries and
extensions
Infill reserves in
an existing
proved field
Sales of
reserves(4)
Purchases of
minerals in
place
Production
End of year (5)
Proved developed
reserves
Beginning of year
End of year
Proved
undeveloped
reserves
Beginning of year
End of year
(1) Please refer to Part I, Item 1 and 2 and Part II, Item 7 for current year reserve discussion.
(2) For the year ended December 31, 2010, of the 24.7 BCFE upward revision of previous estimate, 42.6 BCFE and (17.9)
BCFE relate to price and performance revisions, respectively. The prices used in the calculation of proved reserve
estimates as of December 31, 2010, were $79.43 per Bbl and $4.38 per MMBtu for oil and natural gas, respectively.
These prices were 30 percent and 13 percent higher, respectively, than the prices used in 2009. Performance revisions
in 2010 resulted in a net 11.2 BCFE decrease in our estimate of proved reserves. While the Company recognized
positive performance revisions in every region on proved developed properties, we had approximately 19.3 BCFE of
negative performance revisions related to estimated proved undeveloped reserves in primarily dry gas assets, resulting
from lower gas prices and higher well costs on the economics of these assets. The Company added 384.2 BCFE from
its drilling program, included in discoveries and extensions and infill reserves, the majority which related to its activity
in the Eagle Ford shale in South Texas.
(3) For the year ended December 31, 2009, of the 49.6 BCFE downward revision of previous estimate, 12.0 BCFE and
(61.6) BCFE relate to price and performance revisions, respectively. The largest portion of the performance revision
related to producing properties in the Company’s Wolfberry tight oil program in the Permian Basin in West Texas.
Well performance data collected during 2009 at the Sweetie Peck and Halff East programs that target the Wolfberry
interval indicated that these assets were underperforming for year-end 2008 decline forecasts.
(4) The Company divested of certain non-core assets during 2011, 2010, and 2009. Please refer to Note 3 - Divestitures
and Assets Held for Sale for additional information.
(5) For the years ended December 31, 2011, 2010, and 2009, amounts included approximately 175, 356, and 370 MMcf
respectively, representing the Company’s net underproduced gas balancing position.
131
Note: Prior to 2011, we reported our natural gas production as a single stream of rich gas measured at the well head.
Beginning in the first quarter of 2011, we changed our reporting for natural gas volumes to separately show natural gas and
NGL production volumes, revenues, and pricing consistent with title transfer for each product. Please refer to additional
discussion above under the caption Oil, Gas, and NGL Prices.
Standardized Measure of Discounted Future Net Cash Flows
The Company computes a standardized measure of future net cash flows and changes therein relating to
estimated proved reserves in accordance with authoritative accounting guidance. Future cash inflows and
production and development costs are determined by applying prices and costs, including transportation, quality,
and basis differentials, to the year-end estimated future reserve quantities. Each property the Company operates is
also charged with field-level overhead in the estimated reserve calculation. Estimated future income taxes are
computed using the current statutory income tax rates, including consideration for estimated future statutory
depletion. The resulting future net cash flows are reduced to present value amounts by applying a ten percent
annual discount factor.
Future operating costs are determined based on estimates of expenditures to be incurred in developing and
producing the proved reserves in place at the end of the period using year-end costs and assuming continuation of
existing economic conditions, plus Company overhead incurred by the central administrative office attributable to
operating activities.
The assumptions used to compute the standardized measure are those prescribed by the FASB and the SEC.
These assumptions do not necessarily reflect the Company’s expectations of actual revenues to be derived from
those reserves, nor their present value. The limitations inherent in the reserve quantity estimation process, as
discussed previously, are equally applicable to the standardized measure computations since these reserve quantity
estimates are the basis for the valuation process. The following prices as adjusted for transportation, quality, and
basis differentials were used in the calculation of the standardized measure:
2011
2010
2009
Gas (per Mcf)
Oil (per Bbl)
NGLs (per Bbl)
$
$
$
4.72
88.00
51.95
$
$
$
5.54
70.60
—
$
$
$
3.82
53.94
—
The following summary sets forth the Company’s future net cash flows relating to proved oil, gas, and NGL
reserves based on the standardized measure.
Future cash inflows
Future production costs
Future development costs
Future income taxes
Future net cash flows
10 percent annual discount
Standardized measure of discounted
future net cash flows
$
2011
10,871,281
(3,786,887)
(1,036,352)
(1,740,394)
4,307,648
(1,727,608)
As of December 31,
2010
(in thousands)
$
7,598,159
(2,512,091)
(789,493)
(1,335,576)
2,960,999
(1,294,632)
$
2009
4,620,735
(1,968,096)
(387,722)
(515,953)
1,748,964
(732,997)
$
2,580,040
$
1,666,367
$
1,015,967
132
The principle sources of change in the standardized measure of discounted future net cash flows are:
Standardized measure, beginning of year
Sales of oil, gas, and NGLs produced, net of
$
production costs
Net changes in prices and production costs
Extensions, discoveries and other including infill
reserves in an existing proved field, net
of production costs
Sales of reserves in place
Purchase of reserves in place
Development costs incurred during the year
Changes in estimated future development costs
Revisions of previous quantity estimates
Accretion of discount
Net change in income taxes
Changes in timing and other
Standardized measure, end of year
$
Quarterly Financial Information (unaudited)
2011
For the Years Ended December 31,
2010
(in thousands)
1,015,967
$
$
1,666,367
2009
1,059,069
(1,042,281)
454,646
(641,213)
557,681
(409,153)
154,008
1,816,640
(369,820)
—
49,246
(31,410)
32,992
234,433
(203,169)
(27,604)
2,580,040
$
989,365
(151,315)
804
43,900
49,531
66,759
128,408
(409,848)
16,328
1,666,367
$
166,666
(44,823)
-
33,742
75,134
(96,354)
126,538
(61,801)
12,941
1,015,967
The Company’s quarterly financial information for fiscal years 2011 and 2010 is as follows (in thousands,
except per share amounts):
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year Ended December 31, 2011
Total operating revenues
Total operating expenses
Income (loss) from operations
Income (loss) before income taxes
Net income (loss)
Basic net income (loss) per common share
Diluted net income (loss) per common share
Dividends declared per common share
Year Ended December 31, 2010
Total operating revenues
Total operating expenses
Income from operations
Income before income taxes
Net income
Basic net income per common share
Diluted net income per common share
Dividends declared per common share
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
315,329
335,301
(19,972)
(29,558)
(18,503)
(0.29)
(0.29)
0.05
360,135
152,384
207,751
201,093
126,178
2.01
1.96
0.05
133
377,873
166,166
211,707
197,384
124,533
1.96
1.86
—
211,697
174,908
36,789
30,500
18,068
0.29
0.28
—
$
$
$
$
$
$
$
$
$
$
$
$
$
$
530,574
157,786
372,788
363,443
230,097
3.60
3.41
0.05
226,884
195,832
31,052
24,798
15,452
0.25
0.24
0.05
$
$
$
$
$
$
$
$
$
$
$
$
$
$
379,542
559,681
(180,139)
(192,268)
(120,711)
(1.89)
(1.89)
—
294,118
230,939
63,179
58,505
37,139
0.59
0.56
—
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures that are designed to reasonably ensure that
information required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms, and to reasonably ensure that such information is accumulated
and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as
appropriate, to allow for timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) ("Disclosure
Controls") will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty,
and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected. We monitor our Disclosure Controls and make modifications as necessary;
our intent in this regard is that the Disclosure Controls will be modified as systems change and conditions warrant.
An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of
the end of the period covered by this report. This evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls
are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the fourth quarter of 2011 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
134
Management's Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. The Company’s internal control over financial reporting
includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Company’s assets that have a material effect on the financial statements.
Because of the inherent limitations, internal controls over financial reporting may not prevent or detect
misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the
degree of compliance with the policies and procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
Based on our assessment and those criteria, management believes that the Company maintained effective
internal control over financial reporting as of December 31, 2011.
The Company’s independent registered public accounting firm has issued an attestation report on the
Company’s internal controls over financial reporting. That report immediately follows this report.
135
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
SM Energy Company and Subsidiaries
Denver, Colorado
We have audited the internal control over financial reporting of SM Energy Company and subsidiaries (the
“Company”) as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management
is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and effected
by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of the financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated financial statements as of and for the year ended December 31, 2011, of the
Company and our report dated February 23, 2012, expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
February 23, 2012
136
ITEM 9B.
OTHER INFORMATION
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this Item concerning SM Energy’s Directors and corporate governance is
incorporated by reference to the information provided under the captions Structure of the Board of Directors,
Proposal 1 - Election of Directors, and Corporate Governance in SM Energy’s definitive proxy statement for the
2012 annual meeting of stockholders to be filed within 120 days from December 31, 2011.
The information required by this Item concerning compliance with Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference to the information provided under the caption Section 16(a) Beneficial
Ownership Reporting Compliance in SM Energy’s definitive proxy statement for the 2012 annual meeting of
stockholders to be filed within 120 days from December 31, 2011.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages and positions held by SM Energy’s executive officers. The
ages of our executive officers are listed as of February 16, 2012.
Name
Age
Position
Anthony J. Best
Javan D. Ottoson
A. Wade Pursell
David W. Copeland
Gregory T. Leyendecker
Mark D. Mueller
Lehman E. Newton, III
Paul M. Veatch
Mark T. Solomon
Dennis A. Zubieta
62
53
46
55
54
47
56
45
43
45
Chief Executive Officer and President
Executive Vice President and Chief Operating Officer
Executive Vice President and Chief Financial Officer
Senior Vice President, General Counsel and Corporate Secretary
Senior Vice President and Regional Manager
Senior Vice President and Regional Manager
Senior Vice President and Regional Manager
Senior Vice President and Regional Manager
Vice President and Controller
Vice President – Engineering and Evaluation
Anthony J. Best. Mr. Best joined the Company in June 2006 as President and Chief Operating Officer. In
December 2006, Mr. Best relinquished his position as Chief Operating Officer when Javan D. Ottoson was elected
to that office. Mr. Best was elected Chief Executive Officer of the Company in February 2007. From November
2005 to June 2006, Mr. Best was developing a business plan and securing capital commitments for a new
exploration and production entity. From 2003 to October 2005, Mr. Best was President and Chief Executive Officer
of Pure Resources, Inc., an independent oil and natural gas exploration and production company that was a
subsidiary of Unocal, where he managed all of Unocal’s onshore U.S. assets. From 2000 to 2002, Mr. Best had an
oil and gas consulting practice, working with various energy firms. From 1979 to 2000, Mr. Best was with ARCO in
a variety of positions, including serving as President - ARCO Latin America, President - ARCO Permian, Field
Manager for Prudhoe Bay and VP - External Affairs for ARCO Alaska. Mr. Best has over 30 years of experience in
the energy industry.
Javan D. Ottoson. Mr. Ottoson joined the Company in December 2006 as Executive Vice President and
Chief Operating Officer. Mr. Ottoson has been in the energy industry for over 30 years. From April 2006 until he
joined the Company in December 2006, Mr. Ottoson was Senior Vice President - Drilling and Engineering at
Energy Partners, Ltd., an independent oil and natural gas exploration and production company, where his
137
responsibilities included overseeing all aspects of its drilling and engineering functions. Mr. Ottoson managed
Permian Basin assets for Pure Resources, Inc., a Unocal subsidiary, and its successor owner, Chevron, from July
2003 to April 2006. From April 2000 to July 2003, Mr. Ottoson owned and operated a homebuilding company in
Colorado and ran his family farm. Prior to 2000 Mr. Ottoson worked for ARCO in a variety of management and
operational roles, including serving as President of ARCO China, Commercial Director of ARCO United Kingdom,
and Vice President of Operations and Development, ARCO Permian.
A. Wade Pursell. Mr. Pursell joined the Company in September 2008 as Executive Vice President and
Chief Financial Officer. Mr. Pursell was Executive Vice President and Chief Financial Officer for Helix Energy
Solutions Group, Inc., a global provider of life-of-field services and development solutions to offshore energy
producers and an oil and gas producer, from February 2007 to September 2008. From October 2000 to February
2007, he was Senior Vice President and Chief Financial Officer of Helix. He joined Helix in May 1997, as Vice
President—Finance and Chief Accounting Officer. From 1988 through May 1997, Mr. Pursell was with Arthur
Andersen LLP, serving lastly as an Experienced Manager specializing in the offshore services industry. Mr. Pursell
has over 24 years of experience in the energy industry.
David W. Copeland. Mr. Copeland joined the Company in January 2011 as Senior Vice President and
General Counsel. He was appointed as the Company's Corporate Secretary in July 2011. Mr. Copeland has over
30 years of experience in the legal profession, including over 20 years as internal counsel for various energy
companies. Prior to joining the Company, he co-founded Concho Resources Inc., in Midland, Texas, where he
served as its Vice President, General Counsel and Secretary from April 2004 through November 2009, and then as
its Senior Counsel through December 2010. From August 1997 through March 2004, Mr. Copeland served as an
executive officer and general counsel of two other energy companies he co-founded with others in Midland, Texas.
Mr. Copeland started his career in 1982 with the Stubbeman, McRae, Sealy, Laughlin & Browder law firm in
Midland, Texas.
Gregory T. Leyendecker. Mr. Leyendecker was appointed Senior Vice President and Regional Manager in
May 2010. From July 2007 to May 2010, he served as Vice President and Regional Manager. Mr. Leyendecker
joined the Company in December 2006 as Operations Manager for the South Texas & Gulf Coast Region in
Houston, Texas. Mr. Leyendecker has over 31 years in the energy industry, and held various positions with Unocal
Corporation, an independent oil and natural gas exploration and production company, from 1980 until its
acquisition in 2005. During his career with Unocal, he was the Asset Manager for Unocal Gulf Region USA from
2003 to June 2004 and Production and Reservoir Engineering Technology Manager for Unocal from June 2004 to
August 2005. He was appointed Drilling and Workover Manager for the San Joaquin Valley business unit of
Chevron, as successor-by-merger of Unocal Corporation, in Bakersfield, California in August 2005, and held this
position until January 2006. Immediately prior to joining the Company, Mr. Leyendecker was Vice President of
Drilling Management Services from February 2006 to November 2006 for Enventure Global Technology, a provider
of solid expandable tubular technology.
Mark D. Mueller. Mr. Mueller joined the Company in September 2007 as Senior Vice President.
Mr. Mueller was appointed as the Regional Manager of the Rocky Mountain Region effective January 1, 2008.
Mr. Mueller has been in the energy industry for over 25 years. From September 2006 to September 2007, he was
Vice President and General Manager at Samson Exploration Ltd., an oil and gas exploration and production
company that was a subsidiary of Samson Investment Company, in Calgary, Canada, where his responsibilities
included fiscal performance, reserves, and all operational functions of the company. From April 2005 until its sale
in August 2006, Mr. Mueller was Vice President and General Manager for Samson Canada Ltd., an oil and gas
exploration and production company that was a subsidiary of Samson Investment Company, where he was
responsible for all business units and the eventual sale of the company. Mr. Mueller joined Samson Canada Ltd. as
Project Manager in May 2003 to build a new basin-centered gas business unit and was Vice President from
December 2003 to August 2006. Prior to joining Samson, Mr. Mueller was West Central Alberta Engineering
Manager for Northrock Resources Ltd., a Canadian oil and gas company that was a wholly-owned subsidiary of
Unocal Corporation, in Calgary, Canada. From 1986 to 2003, Mr. Mueller held positions of increasing
responsibility in engineering and management for Unocal throughout North America and Southeast Asia.
138
Lehman E. Newton, III. Mr. Newton joined the Company in December 2006 as General Manager for the
Midland, Texas office, was appointed Vice President and Regional Manager of the Permian region in June 2007,
and was appointed Senior Vice President and Regional Manager in May 2010. Mr. Newton has over 33 years of
experience in the energy industry. From November 2005 to November 2006, Mr. Newton served as Project Manager
for one of Chevron’s largest Lower 48 projects. Mr. Newton joined Pure Resources in February 2003 as the
Business Development Manager and worked in that capacity until October 2005. Mr. Newton was a founding
partner in Westwin Energy, an independent Permian Basin exploration and production company, from June 2000 to
January 2003. Prior to that, Mr. Newton spent 21 years with ARCO in various engineering, operations and
management roles, including as Asset Manager, ARCO’s East Texas operations, Vice President, Business
Development, ARCO Permian, and Vice President of Operations and Development, ARCO Permian.
Paul M. Veatch. Mr. Veatch is a Senior Vice President and Regional Manager of the Company. He
manages our Mid-Continent Region. Mr. Veatch joined the Company in April 2001 as Regional A & D Engineer.
He served as the Company’s Vice President - General Manager, ArkLaTex from August 2004 to March 2006, and
Manager of Engineering for the ArkLaTex region from April 2003 to August 2004. Mr. Veatch has over 21 years of
experience in the energy industry.
Mark T. Solomon. Mr. Solomon was appointed Vice President - Controller and Assistant Secretary of the
Company in May 2011. He was appointed Controller of the Company in January 2007. Mr. Solomon served as the
Company’s Acting Principal Financial Officer from April 2008, to September 2008, which was during the period of
time that the Company’s Chief Financial Officer position was vacant. Mr. Solomon joined the Company in 1996.
He served as Financial Reporting Manager from February 1999 to September 2002, Assistant Vice President -
Financial Reporting from September 2002 to May 2006 and Assistant Vice President - Assistant Controller from
May 2006 to January 2007. Prior to joining the Company, Mr. Solomon was an auditor with Ernst & Young.
Mr. Solomon has over 15 years of experience in the energy industry.
Dennis A. Zubieta. Mr. Zubieta was appointed Vice President - Engineering and Evaluation of the
Company in August 2008. Mr. Zubieta joined the Company in June 2000 as Corporate A&D Engineer, assumed the
role of Reservoir Engineer in February 2003, and was appointed Reservoir Engineering Manager in August 2005.
Mr. Zubieta was employed by Burlington Resources from June 1988 to May 2000 in various operations and
reservoir engineering capacities. Mr. Zubieta has over 24 years of experience in the energy industry.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the information provided under the
captions, Executive Compensation and Director Compensation in SM Energy’s definitive proxy statement for the
2012 annual meeting of stockholders to be filed within 120 days from December 31, 2011.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this Item concerning security ownership of certain beneficial owners and
management is incorporated by reference to the information provided under the caption Security Ownership of
Certain Beneficial Owners and Management in SM Energy’s definitive proxy statement for the 2012 annual
meeting of stockholders to be filed within 120 days from December 31, 2011.
Securities Authorized for Issuance Under Equity Compensation Plans. SM Energy has the Equity Plan
under which options and shares of SM Energy common stock are authorized for grant or issuance as compensation
to eligible employees, consultants, and members of the Board of Directors. Our stockholders have approved this
plan. See Note 7 – Compensation Plans included in Part II, Item 8 of this report for further information about the
material terms of our equity compensation plans. The following table is a summary of the shares of common stock
authorized for issuance under the equity compensation plans as of December 31, 2011:
139
(a)
(b)
(c)
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants, and
rights
Weighted-
average
exercise price
of outstanding
options,
warrants, and
rights
Number of
securities remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in column (a))
508,214
308,877
1,232,225
2,049,316
-
-
2,049,316
$
$
$
13.86
N/A
N/A
13.86
-
-
13.86
2,708,822
1,373,969
-
4,082,791
Plan category
Equity compensation plans approved by security
holders:
Equity Incentive Compensation Plan
Stock options and incentive stock options (1)
Restricted stock (1)(3)
Performance share units (1)(3)(4)
Total for Equity Incentive Compensation Plan
Employee Stock Purchase Plan (2)
Equity compensation plans not approved by
security holders
Total for all plans
(1) In May 2006, the stockholders approved the Equity Plan to authorize the issuance of restricted stock, restricted stock units,
non-qualified stock options, incentive stock options, stock appreciation rights, performance shares, performance units, and
stock-based awards to key employees, consultants, and members of the Board of Directors of SM Energy or any affiliate of
SM Energy. The Equity Plan serves as the successor to the St. Mary Land & Exploration Company Stock Option Plan, the
St. Mary Land & Exploration Company Incentive Stock Option Plan, the SM Energy Company Restricted Stock Plan, and
the SM Energy Company Non-Employee Director Stock Compensation Plan (collectively referred to as the “Predecessor
Plans”). All grants of equity are now made under the Equity Plan, and no further grants will be made under the
Predecessor Plans. Each outstanding award under a Predecessor Plan immediately prior to the effective date of the Equity
Plan continues to be governed solely by the terms and conditions of the instruments evidencing such grants or issuances.
Our Board of Directors approved amendments to the Equity Plan in 2009 and 2010 and each amended plan was approved
by stockholders at the respective annual stockholders' meetings. The awards granted in 2011, 2010, and 2009 under the
Equity Plan were 386,802, 540,774, and 1,016,931, respectively.
(2) Under the SM Energy Company ESPP, eligible employees may purchase shares of our common stock through payroll
deductions of up to 15 percent of their eligible compensation. The purchase price of the stock is 85 percent of the lower of
the fair market value of the stock on the first or last day of the six-month offering period, and shares issued under the ESPP
as of December 31, 2011, have no minimum restriction period. The ESPP is intended to qualify under Section 423 of the
Internal Revenue Code. Shares issued under the ESPP totaled 41,358, 52,948, and 86,308 in 2011, 2010, and 2009,
respectively.
(3) RSUs and PSUs do not have exercise prices associated with them, but rather a weighted-average per share fair value which
is presented in order to provide additional information regarding the potential dilutive effect of the awards. The weighted-
average grant date per share fair value for the outstanding RSUs and PSUs was $44.33 and $52.38, respectively. Please
refer to Note 7 - Compensation Plan for additional discussion.
(4) The number of awards vested assumes a one multiplier. The final number of shares issued may vary depending on the
ending three-year multiplier, which ranges from zero to two.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated by reference to the information provided under the
caption Certain Relationships and Related Transactions, and Corporate Governance, in SM Energy’s definitive
proxy statement for the 2012 annual meeting of stockholders to be filed within 120 days from December 31, 2011.
140
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the information provided under the
caption Independent Registered Public Accounting Firm and Audit Committee Preapproval Policy and Procedures
in SM Energy’s definitive proxy statement for the 2012 annual meeting of stockholders to be filed within 120 days
from December 31, 2011.
141
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules:
PART IV
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
87
88
89
90
91
93
All schedules are omitted because the required information is not applicable or is not present in amounts
sufficient to require submission of the schedule or because the information required is included in the Consolidated
Financial Statements and Notes thereto.
(b) Exhibits. The following exhibits are filed or furnished with or incorporated by reference into this report
on Form 10-K:
Exhibit
Number
Description
2.1
2.2
2.3
2.4
2.5
3.1
3.2
4.1
Purchase and Sale Agreement dated December 17, 2009 and effective as of November 1, 2009,
between Legacy Reserves Operating LP and St. Mary Land & Exploration Company (filed as
Exhibit 2.5 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009
and incorporated herein by reference)
Purchase and Sale Agreement dated January 7, 2010 and effective as of November 1, 2009,
between Sequel Energy Partners LP, Bakken Energy Partners, LLC, Three Forks Energy Partners,
LLC and St. Mary Land & Exploration Company (filed as Exhibit 2.6 to the registrant’s Annual
Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by
reference)
Purchase and Sale Agreement dated June 9, 2011, among SM Energy Company, Statoil Texas
Onshore Properties LLC, and Tailsman Energy USA Inc. (filed as Exhibit 2.1 to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by
reference)
Acquisition and Development Agreement dated June 29, 2011 between SM Energy Company and
Mitsui E&P Texas LP (filed as Exhibit 2.2 to the registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2011 and incorporated herein by reference)
First Amendment to Acquisition and Development Agreement dated October 13, 2011 between
SM Energy Company and Mitsui E&P Texas (filed as Exhibit 2.1 to the registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2011 and incorporated herein by
reference)
Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010
(filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2010 and incorporated herein by reference)
Restated By-Laws of SM Energy Company amended effective as of June 1, 2010 (filed as Exhibit
3.2 to the registrant’s Current Report on Form 8-K filed on June 2, 2010, and incorporated herein
by reference)
Indenture related to the 3.50% Senior Convertible Notes due 2027, dated as of April 4, 2007,
between St. Mary Land & Exploration Company and Wells Fargo Bank, National Association, as
trustee (including the form of 3.50% Senior Convertible Note due 2027) (filed as Exhibit 4.1 to
the registrant’s Current Report on Form 8-K filed on April 4, 2007 and incorporated herein by
reference)
142
4.2
4.3
4.4
4.5
4.6
10.1†
10.2†
10.3†
10.4†
10.5†
10.6†
10.7†
10.8
10.9
10.10†
10.11†
Registration Rights Agreement, dated as of April 4, 2007, among St. Mary Land & Exploration
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets,
LLC, for themselves and as representatives of the Initial Purchasers (filed Exhibit 4.2 to the
registrant’s Current Report on Form 8-K filed on April 4, 2007, and incorporated herein by
reference)
Indenture related to the 6.625% Senior Notes due 2019, dated as of February 7, 2011, by and
between SM Energy Company, as issuer, and U.S. Bank National Association, as Trustee (filed as
Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 10, 2011, and
incorporated herein by reference)
Registration Rights Agreement, dated as of February 7, 2011, by and among SM Energy Company
and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as
representatives of the several initial purchasers (filed as Exhibit 4.2 to the registrant’s Current
Report on Form 8-K filed on February 10, 2011, and incorporated herein by reference)
Indenture related to the 6.50% Senior Notes due 2021, dated as of November 8, 2011, by and
among SM Energy Company, as issuer, and U.S. Bank National Association, as Trustee (filed as
Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on November 10, 2011, and
incorporated herein by reference)
Registration Rights Agreement, dated as of November 8, 2011, by and among SM Energy
Company and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and J.P. Morgan Securities LLC, as representatives of several purchasers (filed as Exhibit 4.2 to
the registrant's Current Report on Form 8-K filed on November 10, 2011, and incorporated herein
by reference)
Stock Option Plan, as Amended on May 22, 2003 (filed as Exhibit 99.1 to the registrant’s
Registration Statement on Form S-8 (Registration No. 333-106438) and incorporated herein by
reference)
Incentive Stock Option Plan, as Amended on May 22, 2003 (filed as Exhibit 99.2 to the
registrant’s Registration Statement on Form S-8 (Registration No. 333-106438) and incorporated
herein by reference)
Form of Change of Control Executive Severance Agreement (filed as Exhibit 10.1 to the
registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and
incorporated herein by reference)
Form of Amendment to Form of Change of Control Executive Severance Agreement (filed as
Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2005 and incorporated herein by reference)
Employment Agreement of A.J. Best dated May 1, 2006 (filed as Exhibit 10.1 to the registrant’s
Current Report on Form 8-K filed on May 4, 2006 and incorporated herein by reference)
Form of Performance Share Award Agreement (filed as Exhibit 10.4 to the registrant’s Quarterly
Report on Form 10-Q filed on August 5, 2008 and incorporated herein by reference)
Form of Performance Share Award Notice (filed as Exhibit 10.5 to the registrant’s Quarterly
Report on Form 10-Q filed on August 5, 2008 and incorporated herein by reference)
Supplement and Amendment to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment,
Security Agreement, Fixture Filing and Financing Statement for the benefit of Wachovia Bank,
National Association, as Administrative Agent, dated effective as of April 14, 2009 (filed as
Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 20, 2009, and
incorporated herein by reference)
Deed of Trust to Wachovia Bank, National Association, as Administrative Agent, dated effective
as of April 14, 2009 (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on
April 20, 2009, and incorporated herein by reference)
Equity Incentive Compensation Plan as Amended and Restated as of March 26, 2009 (filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 27, 2009, and
incorporated herein by reference)
Equity Incentive Compensation Plan As Amended and Restated as of April 1, 2010 (filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 2, 2010, and
incorporated herein by reference)
143
10.12
10.13†
10.14†
10.15†
10.16†
10.17
10.18
10.19†
10.20†
10.21†
10.22***
10.23
10.24
10.25
10.26†
10.27†
10.28
SM Energy Company Equity Incentive Compensation Plan, As Amended as of July 30, 2010 (filed
as Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2010 and incorporated herein by reference)
Form of Performance Share and Restricted Stock Unit Award Agreement (filed as Exhibit 10.5 to
the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and
incorporated herein by reference)
Form of Performance Share and Restricted Stock Unit Award Notice (filed as Exhibit 10.6 to the
registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated
herein by reference)
Third Amendment to Employee Stock Purchase Plan dated September 23, 2009 (filed as Exhibit
10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009,
and incorporated herein by reference)
Fourth Amendment to Employee Stock Purchase Plan dated December 29, 2009 (filed as Exhibit
10.46 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, and
incorporated herein by reference)
Employee Stock Purchase Plan, As Amended and Restated as of July 30, 2010 (filed as Exhibit
10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010
and incorporated herein by reference)
Carry and Earning Agreement between St. Mary Land & Exploration Company and Encana Oil &
Gas (USA) Inc. executed as of April 29, 2010 (filed as Exhibit 10.2 to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2010 and incorporated herein by reference)
Form of Performance Share and Restricted Stock Unit Award Agreement as of July 1, 2010 (filed
as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2010 and incorporated herein by reference)
Form of Performance Share and Restricted Stock Unit Award Notice as of July 1, 2010 (filed as
Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2010 and incorporated herein by reference)
Form of Non-Employee Director Restricted Stock Award Agreement as of May 27, 2010 (filed as
Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2010 and incorporated herein by reference)
Gas Services Agreement effective as of July 1, 2010 between SM Energy Company and Eagle
Ford Gathering LLC (filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2010 and incorporated herein by reference)
Cash Bonus Plan, As Amended on July 30, 2010 (filed as Exhibit 10.5 to the registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by
reference)
Net Profits Interest Bonus Plan, As Amended by the Board of Directors on July 30, 2010 (filed as
Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2010 and incorporated herein by reference)
SM Energy Company Non-Qualified Unfunded Supplemental Retirement Plan, As Amended as of
July 30, 2010 (filed as Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010 and incorporated herein by reference)
Form of Amendment to Form of Change of Control Executive Severance Agreement (filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 29, 2010, and
incorporated herein by reference)
Amendment to A.J. Best Employment Agreement dated December 31, 2010 (filed as Exhibit
10.28 to the registrant's Annual Report on Form 10-K filed for the year ended December 31, 2010,
and incorporated herein by reference)
Purchase Agreement, dated January 31, 2011, among SM Energy Company and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the
Initial Purchasers named therein (filed as Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed on February 1, 2011, and incorporated herein by reference)
144
10.29
10.30+
10.31*†
10.32
10.33
10.34
10.35
10.36†
10.37†
10.38†
10.39†
10.40†
10.41*
10.42*
12.1*
21.1*
23.1*
23.2*
24.1*
31.1*
31.2*
32.1**
99.1*
Pension Plan for Employees of SM Energy Company as Amended and Restated as of
January 1, 2010 (filed as Exhibit 10.30 to the registrant's Annual Report on Form 10-K filed for
the year ended December 31, 2010, and incorporated herein by reference)
SM Energy Company Non-Qualified Unfunded Supplemental Retirement Plan as Amended as of
November 9, 2010 (filed as Exhibit 10.31 to the registrant's Annual Report on Form 10-K filed for
the year ended December 31, 2010, and incorporated herein by reference)
Summary of Compensation Arrangements for Non-Employee Directors
Fourth Amended and Restated Credit Agreement dated May 27, 2011 among SM Energy
Company, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders
party thereto (filed as Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2011, and incorporated herein by reference)
Gas Gathering Agreement dated May 31, 2011 between Regency Field Services LLC and SM
Energy Company (filed as Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2011, and incorporated herein by reference)
Gathering and Natural Gas Services Agreement effective as of April 1, 2011 between SM Energy
Company and ETC Texas Pipeline, Ltd. (filed as Exhibit 10.3 to the registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2011, and incorporated herein by reference)
Gas Processing Agreement effective as of April 1, 2011 between ETC Texas Pipeline, Ltd. and SM
Energy Company (filed as Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2011, and incorporated herein by reference)
Employee Stock Purchase Plan, As Amended and Restated as of June 10, 2011 (filed as Exhibit
10.5 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and
incorporated herein by reference)
Form of Performance Stock Unit Award Agreement as of July 1, 2011 (filed as Exhibit 10.6 to the
registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated
herein by reference)
Form of Restricted Stock Unit Award Agreement as of July 1, 2011 (filed as Exhibit 10.7 to the
registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated
herein by reference)
Form of Performance Stock Unit Award Agreement as of September 6, 2011 (filed as Exhibit 10.1
to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and
incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement as of September 6, 2011 (filed as Exhibit 10.2 to
the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and
incorporated herein by reference)
Amendment No. 1 to the Pension Plan for Employees of SM Energy Company amended as of
January 1, 2011
Amendment No. 2 to the Pension Plan for Employees of SM Energy Company amended as of
January 1, 2012
Computation of Ratio of Earnings to Fixed Charges
Subsidiaries of Registrant
Consent of Deloitte & Touche LLP
Consent of Ryder Scott Company L.P.
Power of Attorney
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of
2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of
2002
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002
Ryder Scott Audit Letter
145
101.INS****
101.SCH****
101.CAL****
101.LAB****
101.PRE****
101.DEF****
XBRL Instance Document
XBRL Schema Document
XBRL Calculation Linkbase Document
XBRL Label Linkbase Document
XBRL Presentation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
Filed with this Form 10-K
Furnished with this Form 10-K
*
**
*** Certain portions of this exhibit have been redacted and are subject to a confidential treatment order granted by the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
†
**** Furnished, not filed. Users of this data submitted electronically herewith are advised pursuant to Rule 406T of Regulation
S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of
sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange
Act of 1934, and otherwise is not subject to liability under these sections.
Exhibit constitutes a management contract or compensatory plan or agreement.
Exhibit constitutes a management contract or compensatory plan or agreement. This document was amended on July 30,
2010 primarily to reflect the recent change in the name of the registrant from St. Mary Land & Exploration Company to
SM Energy Company. There were no material changes to the substantive terms and conditions in this document.
Exhibit constitutes a management contract or compensatory plan or agreement. This document was amended on
November 9, 2010, in order to make technical revisions to ensure compliance with Section 409A of the Internal Revenue
Code. There were no material changes to the substantive terms and conditions in this document.
+
(c) Financial Statement Schedules. See Item 15(a) above.
146
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
SM ENERGY COMPANY
(Registrant)
Date: February 23, 2012
By:
/s/ ANTHONY J. BEST
Anthony J. Best
President and Chief Executive Officer
GENERAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints each of Anthony J. Best and A. Wade Pursell his or her true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, and each with full power to act alone, for the undersigned and in his or her
name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K for the
fiscal year ended December 31, 2011, and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-
in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ANTHONY J. BEST
Anthony J. Best
/s/ A. WADE PURSELL
A. Wade Pursell
/s/ MARK T. SOLOMON
Mark T. Solomon
President and Chief Executive Officer
February 23, 2012
Executive Vice President and Chief
Financial Officer
February 23, 2012
Vice President and Controller
February 23, 2012
147
Signature
Title
Date
/s/ WILLIAM D. SULLIVAN
William D. Sullivan
/s/ BARBARA M. BAUMANN
Barbara M. Baumann
/s/ LARRY W. BICKLE
Larry W. Bickle
/s/ STEPHEN R. BRAND
Stephen R. Brand
/s/ WILLIAM J. GARDINER
William J. Gardiner
/s/ JULIO M. QUINTANA
Julio M. Quintana
/s/ JOHN M. SEIDL
John M. Seidl
Chairman of the Board of Directors
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
February 23, 2012
Director
Director
Director
Director
Director
Director
148
fp_Cover 3/20/12 5:35 PM Page 2
500
400
300
200
100
(BCFE)
1200
1000
800
600
400
200
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Proved Reserves
Proved Reserves Per Share
Stockholders’ Equity
($ millions)
800
600
400
200
1500
1200
900
600
300
2.50
2.00
1.50
1.00
0.50
(MCFE)
20
15
10
05
80
60
40
20
Year-End Closing Stock Price
($ per share)
07
08
09
10
11
Oil & Gas Production
(MMCFE per day)
Oil & Gas Production Per Share
(MCFE)
Net Cash Provided by
Operating Activities
($ millions)
Financial Highlights
Stockholder Information
2011
2010
2009
2008
2007
(In thousands except production, proved reserves, price data, and per share amounts)
Income Statement Data
Oil and gas production revenues
$ 1,311,685
$ 859,753
$ 756,601
$ 1,158,304
$ 936,577
Gains on sales and other
Total operating revenues
Net income (loss)
291,633
233,081
75,600
142,997
53,517
$ 1,603,318
$ 1,092,834
$ 832,201
$ 1,301,301
$ 990,094
$ 215,416
$ 196,837
$ (99,370)
$
87,348
$ 187,098
Diluted earnings (loss) per share
$
3.19
$
3.04
$ (1.59)
Cash dividends declared and paid per share
$
0.10
$
0.10
$
0.10
$
$
1.38
$
2.90
0.10
$
0.10
Diluted weighted average common
shares outstanding
67,564
64,689
62,457
63,133
64,850
Balance Sheet Data
Working capital (deficit)
Total assets
Long-term debt
Stockholders’ equity
$ (42,601)
$ (227,408)
$ (87,625)
$
15,193
$ (92,604)
3,798,980
985,069
1,462,940
2,744,321
2,360,936
2,697,247
2,572,942
323,673
1,218,526
454,902
973,570
558,713
1,162,509
536,070
902,574
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Average Net Daily Production
Gas (MMcf)
Oil (MBbls)
NGL (MBbls)
MMCFE (6:1)
274.8
22.1
9.6
465.0
196.9
17.4
—
301.4
194.8
17.3
—
298.8
204.7
18.1
—
313.1
181.0
18.9
—
294.5
Average Sales Price, including
derivative cash settlements
Gas (per Mcf)
Oil (per Bbl)
NGL (per Bbl)
Proved Reserves
Gas (Mcf)
Oil (MBbls)
NGL (MBbls)
MCFE (6:1)
$
$
$
4.80
78.89
47.90
$
$
6.05
66.85
$
—
$
$
$
5.59
56.74
—
$
$
$
8.79
75.59
—
$
$
$
7.63
62.60
—
664,052
71,707
27,490
640,047
57,412
449,545
53,784
557,366
51,363
613,450
78,847
1,259,232
984,519
772,249
865,544
1,086,532
OFFICES
INVESTOR RELATIONS CONTACT
Denver, CO – Corporate Headquarters
1775 Sherman Street
Suite 1200
Denver, CO 80203
Main telephone: (303) 861-8140
Fax: (303) 861-0934
Billings, MT
550 N. 31st Street
Suite 500
Billings, MT 59101
Main telephone: (406) 245-6248
Houston, TX
777 N. Eldridge Pkwy
Suite 1000
Houston, TX 77079
Main telephone: (281) 677-2800
Midland, TX
3300 N. A Street
Building 7
Suite 200
Midland, TX 79705
Tulsa, OK
6120 S. Yale Avenue
Suite 1300
Tulsa, OK 74136
Main telephone: (918) 488-7600
Design by: Mark Mulvany graphic Design (Denver, coloraDo)
photography by: JiM blecha (aurora, coloraDo)
Stockholders, securities analysts, or portfolio managers who have
questions or need information concerning SM Energy may contact
James R. Edwards, Manager of Investor Relations at 303-861-8140.
Email: ir@sm-energy.com
Annual Reports, 10-Ks, 10-Qs
To receive an information packet on SM Energy or to be added to
our mailing list, contact Pam Sweet at 303-861-8140.
Email: information@sm-energy.com
Please visit our Investor Relations website at: sm-energy.com
Stock Transfer Agent
Any stockholder with questions or inquiries regarding stock certificate
holdings, changes in registration address, lost certificates, dividend
payments, and other stockholder account matters should be directed to
SM Energy Company’s transfer agent at the following address or
phone number:
Computershare Trust Company NA
350 Indiana Street, Suite 800
Golden, CO 80401
(303) 262-0600
NYSE: SM
Stock Exchange under the symbol (SM).
The price ranges of the Company’s common stock by quarter for the
last two years are provided below. As of February 16, 2012, the
registrant had 64,114,366 shares of common stock outstanding, which
is net of 81,067 treasury shares held by the Company.
Closing Prices
2011— Quarter Ended
2010— Quarter Ended
March 31
June 30
september 30
December 31
high
$56.04
62.28
60.65
57.27
low
$74.19
77.57
83.08
87.05
high
$38.18
49.13
44.93
59.82
low
$30.70
35.29
33.80
37.30
Other Information
In 2011, SM Energy submitted to the New York Stock Exchange a
certificate of the Chief Executive Officer of SM Energy certifying that
he was not aware of any violation by SM Energy of the New York
Stock Exchange corporate governance listing standards. SM Energy
has filed with the SEC certifications of the Chief Executive Officer and
Chief Financial Officer required under Section 302 of the Sarbanes-
Oxley Act as exhibits to the Annual Report on Form 10-K for the year
ended December 31, 2011.
Main telephone: (432) 688-1700
The Company’s common stock is listed for trading on the New York
fp_Cover 3/20/12 5:35 PM Page 2
500
400
300
200
100
(BCFE)
1200
1000
800
600
400
200
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Proved Reserves
Proved Reserves Per Share
Stockholders’ Equity
($ millions)
800
600
400
200
1500
1200
900
600
300
2.50
2.00
1.50
1.00
0.50
(MCFE)
20
15
10
05
80
60
40
20
Year-End Closing Stock Price
($ per share)
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
07
08
09
10
11
Average Net Daily Production
(In thousands except production, proved reserves, price data, and per share amounts)
2011
2010
2009
2008
2007
Income Statement Data
Gains on sales and other
Total operating revenues
Net income (loss)
Oil and gas production revenues
$ 1,311,685
$ 859,753
$ 756,601
$ 1,158,304
$ 936,577
291,633
233,081
75,600
142,997
53,517
$ 1,603,318
$ 1,092,834
$ 832,201
$ 1,301,301
$ 990,094
$ 215,416
$ 196,837
$ (99,370)
$
87,348
$ 187,098
Diluted earnings (loss) per share
$
3.19
$
3.04
$ (1.59)
1.38
$
2.90
Cash dividends declared and paid per share
$
0.10
$
0.10
$
0.10
0.10
$
0.10
Diluted weighted average common
shares outstanding
67,564
64,689
62,457
63,133
64,850
$
$
Balance Sheet Data
Working capital (deficit)
Total assets
Long-term debt
Stockholders’ equity
Gas (MMcf)
Oil (MBbls)
NGL (MBbls)
MMCFE (6:1)
Gas (per Mcf)
Oil (per Bbl)
NGL (per Bbl)
Proved Reserves
Gas (Mcf)
Oil (MBbls)
NGL (MBbls)
MCFE (6:1)
Average Sales Price, including
derivative cash settlements
$ (42,601)
$ (227,408)
$ (87,625)
$
15,193
$ (92,604)
3,798,980
985,069
1,462,940
2,744,321
2,360,936
2,697,247
2,572,942
323,673
1,218,526
454,902
973,570
558,713
1,162,509
536,070
902,574
274.8
22.1
9.6
465.0
196.9
17.4
—
301.4
194.8
17.3
—
298.8
204.7
18.1
—
313.1
181.0
18.9
—
294.5
$
$
$
4.80
78.89
47.90
$
$
6.05
66.85
$
—
$
$
$
5.59
56.74
—
$
$
$
8.79
75.59
—
$
$
$
7.63
62.60
—
664,052
71,707
27,490
640,047
57,412
449,545
53,784
557,366
51,363
613,450
78,847
1,259,232
984,519
772,249
865,544
1,086,532
Oil & Gas Production
(MMCFE per day)
Oil & Gas Production Per Share
(MCFE)
Net Cash Provided by
Operating Activities
($ millions)
Financial Highlights
Stockholder Information
OFFICES
INVESTOR RELATIONS CONTACT
Denver, CO – Corporate Headquarters
1775 Sherman Street
Suite 1200
Denver, CO 80203
Main telephone: (303) 861-8140
Fax: (303) 861-0934
Billings, MT
550 N. 31st Street
Suite 500
Billings, MT 59101
Main telephone: (406) 245-6248
Houston, TX
777 N. Eldridge Pkwy
Suite 1000
Houston, TX 77079
Main telephone: (281) 677-2800
Midland, TX
3300 N. A Street
Building 7
Suite 200
Midland, TX 79705
Main telephone: (432) 688-1700
Tulsa, OK
6120 S. Yale Avenue
Suite 1300
Tulsa, OK 74136
Main telephone: (918) 488-7600
Design by: Mark Mulvany graphic Design (Denver, coloraDo)
photography by: JiM blecha (aurora, coloraDo)
Stockholders, securities analysts, or portfolio managers who have
questions or need information concerning SM Energy may contact
James R. Edwards, Manager of Investor Relations at 303-861-8140.
Email: ir@sm-energy.com
Annual Reports, 10-Ks, 10-Qs
To receive an information packet on SM Energy or to be added to
our mailing list, contact Pam Sweet at 303-861-8140.
Email: information@sm-energy.com
Please visit our Investor Relations website at: sm-energy.com
Stock Transfer Agent
Any stockholder with questions or inquiries regarding stock certificate
holdings, changes in registration address, lost certificates, dividend
payments, and other stockholder account matters should be directed to
SM Energy Company’s transfer agent at the following address or
phone number:
Computershare Trust Company NA
350 Indiana Street, Suite 800
Golden, CO 80401
(303) 262-0600
NYSE: SM
The Company’s common stock is listed for trading on the New York
Stock Exchange under the symbol (SM).
The price ranges of the Company’s common stock by quarter for the
last two years are provided below. As of February 16, 2012, the
registrant had 64,114,366 shares of common stock outstanding, which
is net of 81,067 treasury shares held by the Company.
Closing Prices
2011— Quarter Ended
2010— Quarter Ended
March 31
June 30
september 30
December 31
high
$56.04
62.28
60.65
57.27
low
$74.19
77.57
83.08
87.05
high
$38.18
49.13
44.93
59.82
low
$30.70
35.29
33.80
37.30
Other Information
In 2011, SM Energy submitted to the New York Stock Exchange a
certificate of the Chief Executive Officer of SM Energy certifying that
he was not aware of any violation by SM Energy of the New York
Stock Exchange corporate governance listing standards. SM Energy
has filed with the SEC certifications of the Chief Executive Officer and
Chief Financial Officer required under Section 302 of the Sarbanes-
Oxley Act as exhibits to the Annual Report on Form 10-K for the year
ended December 31, 2011.
fp_Cover 3/20/12 5:34 PM Page 1
SM Energy Company • sm-energy.com
Annual Report 2011