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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PART IV

Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D C 20549

Form 10-K

(Mark One)

(Mark One)


ý


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 20132014


OR


o



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-31446

CIMAREX ENERGY CO.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

45-0466694

(I.R.S. Employer

Identification No.)

1700 Lincoln Street, Suite 1800,3700, Denver, Colorado 80203

(Address of principal executive offices including ZIP code)

(303) 295-3995

(Registrant'sRegistrant’s telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of each exchange on which registered

Common Stock ($0.01 par value)

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 ý  NO o

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 o  NO ý

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 ý  NO o

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 ý  NO o

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 the registrant'sregistrant’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. ý

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“large accelerated filer," "accelerated” “accelerated filer," and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

(Do not check if a

smaller reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o  NO ý

Aggregate market value of the voting stock held by non-affiliates of Cimarex Energy Co. as of June 30, 20132014 was approximately $5.5$12.3 billion.

Number of shares of Cimarex Energy Co. common stock outstanding as of February 14, 201413, 2015 was 87,012,034.87,597,134. Documents Incorporated by Reference: Portions of the Registrant'sRegistrant’s Proxy Statement for its 20142015 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

 


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TABLE OF CONTENTS
DESCRIPTION

DESCRIPTION

Item

Page

Glossary 

 

Part I 

1.& 2. 

Business and Properties

6

1A. 

Risk Factors

16

1B. 

Unresolved Staff Comments

27

3. 

Legal Proceedings

28

4. 

Mine Safety Disclosures

28

Part II 

5. 

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

29

6. 

Selected Financial Data

31

7. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

32

7A. 

Quantitative and Qualitative Disclosures About Market Risk

55

8. 

Financial Statements and Supplementary Data

56

9. 

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

86

9A. 

Controls and Procedures

86

9B. 

Other Information

88

Part III 

10. 

Directors, Executive Officers and Corporate Governance

89

11. 

Executive Compensation

90

12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

90

13. 

Certain Relationships and Related Transactions, and Director Independence

90

14. 

Principal Accounting Fees and Services

90

Part IV 

15. 

Exhibits, Financial Statement Schedules

91

2


Item
 Page 

Glossary

  3 


Part I


 

1.

 

Business

  
6
 

1a.

 

Risk Factors

  12 

1b.

 

Unresolved Staff Comments

  20 

2.

 

Properties

  20 

3.

 

Legal Proceedings

  24 

4.

 

Mine Safety Disclosures

  24 


Part II


 

5.

 

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  
25
 

6.

 

Selected Financial Data

  27 

7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

  27 

7a.

 

Quantitative and Qualitative Disclosures About Market Risk

  52 

8.

 

Financial Statements and Supplementary Data

  54 

9.

 

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

  88 

9a.

 

Controls and Procedures

  88 

9b.

 

Other Information

  90 


Part III


 

10.

 

Directors, Executive Officers and Corporate Governance

  
91
 

11.

 

Executive Compensation

  92 

12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  92 

13.

 

Certain Relationships and Related Transactions, and Director Independence

  92 

14.

 

Principal Accounting Fees and Services

  92 


Part IV


 

15.

 

Exhibits, Financial Statement Schedules

  
93
 

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GLOSSARY


GLOSSARY

Bbl/d—Barrels (of oil or natural gas liquids) per day

Bbls—Barrels (of oil or natural gas liquids)

Bcf—Billion cubic feet

Bcfe—Billion cubic feet equivalent

Btu—British thermal unit

GAAP—Generally accepted accounting principles in the U.S.

MBbls—Thousand barrels

Mcf—Thousand cubic feet (of natural gas)

Mcfe—Thousand cubic feet equivalent

MMBbl/MMBbls—Million barrels

MMBtu—Million British thermalThermal units

MMcf—Million cubic feet

MMcf/d—Million cubic feet per day

MMcfe—Million cubic feet equivalent

MMcfe/d—Million cubic feet equivalent per day

Net Acres—Gross acreage multiplied by working interest percentage

Net Production—Gross production multiplied by net revenue interest

NGL or NGLs—Natural gas liquids

PUD—Proved undeveloped

Tcf—Trillion cubic feet

Tcfe—Trillion cubic feet equivalent

        OneEnergy equivalent is determined using the ratio of one barrel of crude oil, condensate or NGL is the energy equivalent ofto six Mcf of natural gas


3


Table of Contents

PART I


PART I
Forward-Looking Statements

Forward-Looking Statements

Throughout this Form 10-K, we make statements that may be deemed "forward-looking"“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. In particular, in our Management'sManagement’s Discussion and Analysis of Financial Condition, we are providing "20142015 Outlook," which contains projections for certain 20142015 operational activities. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that Cimarex plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management'smanagement’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Form 10-K.10- K. Forward-looking statements include statements with respect to, among other things:

·

Fluctuations in the price we receive for our oil and gas production;

·

Timing and amount of future production of oil and natural gas;

·

Reductions in the quantity of oil and gas sold due to decreased industrywide demand and/or curtailments in production from specific properties or areas due to mechanical, transportation, marketing, weather or other problems;

·

Reserve estimates;

·

Cash flow and anticipated liquidity;

·

Amount, nature and timing of capital expenditures;

·

Access to capital markets;

·

Legislation and regulatory changes;

·

Operating costs and other expenses;

·

Operating and capital expenditures that are either significantly higher or lower than anticipated because the actual cost of identified projects varied from original estimates and/or from the number of exploration and development opportunities being greater or fewer than currently anticipated;

·

Exploration and development opportunities that we pursue may not result in economic, productive oil and gas properties;

·

Drilling of wells;

·

Estimates of proved reserves, exploitation potential or exploration prospect size;

·

Increased financing costs due to a significant increase in interest rates;

·

De-risking of acreage.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and sale of oil and gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of goods and services,

4


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environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures and other risks described herein.

Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data and the interpretation of such data by our engineers. As a result, estimates made by different engineers often vary from one another. In addition, the results of drilling, testing and


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production activities may justify revisions of estimates that were made previously. If significant, such revisions could change the timing of future production and development drilling. Accordingly, reserve estimates are generally different from the quantities of oil and natural gas that are ultimately recovered.

Should one or more of the risks or uncertainties described above or elsewhere in this Form 10-K cause our underlying assumptions to be incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, express or implied, included in this Form 10-K and attributable to Cimarex are qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Cimarex or persons acting on its behalf may issue. Cimarex does not undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date of filing this Form 10-K with the Securities and Exchange Commission, except as required by law.


5


ITEMS  1 AND 2.  BUSINESS AND PROPERTIES

ITEM 1.    BUSINESS
General

General

Cimarex Energy Co., a Delaware corporation formed in 2002, is an independent oil and gas exploration and production company. Our operations are located mainly located in Oklahoma, Texas and New Mexico. OurOn our website address is www.cimarex.com. There-- www.cimarex.com  -- you will find our news releases, annual reports, proxy statements Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, insider (Section 16) filings (Forms 3, 4, and 5) and all otherof our Securities and Exchange Commission (SEC) filings. We have also posted our Code of Ethics, Code of Business Conduct, Corporate Governance Guidelines, Audit Committee Charter and Compensation and Governance Committee Charter. Copies of these documents are available in print upon a written or telephonic request to our Corporate Secretary. Throughout this Form 10-K we use the terms "Cimarex," "company," "we," "our," and "us" to refer to Cimarex Energy Co. and its subsidiaries.

        Proved oil and gas reserves as of year-end 2013 totaled 2.5 Tcfe, consisting of 1.3 Tcf of natural gas, 108,533 MBbls of oil and 92,044 MBbls of NGLs. Of total proved reserves, 80% are classified as proved developed.

        Our 2013 production averaged 692.6 MMcfe per day, comprised of 343.1 MMcf of gas, 36,659 barrels of oil and 21,578 barrels of NGL. The wells we operate account for 75% of total proved reserves and approximately 77% of production.

        Our corporate headquarters are located at 1700 Lincoln Street, Suite 1800, Denver, Colorado 80203 and our main telephone number at that location is (303) 295-3995.

2013 Financial and Operating Highlights

        During 2013, we accomplished the following:

Business Strategy

Our principal business objective is to profitably grow proved reserves and production for the long-term benefit of our stockholders through a diversified drilling portfolio.shareholders. Our strategy centers on maximizing cash flow from producing properties and profitably reinvesting that cash flowto reinvest in exploration and development. While our primary focus is drilling, we occasionallydevelopment opportunities.  We consider acquisitionmerger and mergeracquisition opportunities that allow us to either enhance our competitive position in existing core areas or to add new areas.and we occasionally divest of non-core assets.   Key elements to our approach include:


·

Maintaining a strong financial position

·

Investment in a diversified portfolio of drilling opportunities with varying geologic characteristics, in different geographic areas and with assorted exposure to oil, natural gas and NGLs

·

Detailed evaluation and ranking of investment decisions based on rate of return

·

Tracking predicted versus actual results in a centralized exploration management system, providing feedback to improve results

·

Attracting quality employees and maintaining integrated teams of geoscientists, landmen and engineers

·

Maximizing profitability by efficiently operating our properties

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    Detailed evaluation of drilling decisions based on risk-adjusted discounted cash flow rate of return on investment

    Tracking predicted and actual results in a centralized exploration management system that provides feedback to improve results

    Attracting quality employees and maintaining integrated teams of geoscientists, landmen and engineers

    Maximizing profitability by efficiently operating our properties

    Maintaining a strong financial structure

        We believe that detailed technical analysis, operational focus and a disciplined capital investment process mitigates risk and positions us to continue to achieve profitable increases in proved reserves and production. Further, our diversified portfolio and limited long-term capital commitments provide the flexibility to respond quickly to industry volatility.

        Our drilling portfolio is principally split between the Permian Basin and Mid-Continent regions. Exploration and development (E&D) capital expenditures for 2013 totaled $1.57 billion. Of total expenditures, 65% were invested in the Permian Basin and 31% in the Mid-Continent area. Our Permian Basin efforts generated our best rates of return in 2013 and are focused on drilling horizontal oil and liquids-rich gas wells in the Bone Spring formations in Texas and New Mexico and to the Wolfcamp shale formation in Texas. In the Mid-Continent, our activity has been focused in the liquids-rich gas portion of the Cana-Woodford shale.

Conservative use of leverage has long been a part ofthe key to our financial strategy. We believe that maintaining a strong balance sheetlow leverage mitigates financial risk, andwhich enables us to withstand low prices. At year-end 2013, wevolatility in commodity prices and provide competitive returns to shareholders.  Cimarex looks to enhance shareholder returns through quarterly dividends which have increased 100% over the last five years.  In June 2014, Cimarex was added to the S&P 500.  See Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer purchases of Equity Securities – Stock Performance Graph and Item. 6 Selected Financial Data for additional financial and operating information for fiscal years 2010-2014.

Proved Oil and Gas Reserves

In 2014, our total proved reserves grew 25% to 3.1 Tcfe.  Proved undeveloped reserves as a percentage of total proved reserves increased to 23% from 20% a year ago.  We added 814 Bcfe of new reserves through extensions and discoveries and had $924 millionupward revisions of long-term debt105 Bcfe.  Organic growth, as represented by our reserve replacement ratio (excluding reserve purchases and $4.02 billion of stockholders equity.

Business Segments

        Cimarex has one reportable segment (exploration and production).

Exploration and Production Overview

        Our exploration and production (E&P) activities are conducted primarilysales) was 2.9 times.  The change in two main areas: the Permian Basin and the Mid-Continent region. The Permian Basin encompasses west Texas and southeast New Mexico. The Mid-Continent region consists of Oklahoma, the Texas Panhandle and southwest Kansas.

        A summary of our 2013 exploration and development activity by regionproved reserves is as follows.follows (in Bcfe):

Proved Reserves at December 31, 2013

2,497.0 

Revisions of previous estimates

104.8 

Extensions and discoveries

813.9 

Purchases of reserves

133.6 

Production

(317.0)

Sales of reserves

(100.0)

Proved Reserves at December 31, 2014

3,132.3 

6


 
 Exploration
and
Development
Capital
 Gross
Wells
Drilled
 Net
Wells
Drilled
 Completion
Rate
 12/31/13
Proved
Reserves
 
 
 (in millions)
  
  
  
 (Bcfe)
 

Permian Basin

 $1,019  175  115  99% 1,006 

Mid-Continent

  480  183  65  100% 1,461 

Other

  66  7  5  43% 30 
            

 $1,565  365  185  99% 2,497 
            
            

Permian Basin

        Our Permian Basin operations cover west Texas and southeast New Mexico. In total, Cimarex drilled 175 gross (115 net) wells in this area during 2013, completing 174 gross (114 net) as producers. Capital investment in this area totaled $1,019 million, or 65% of total 2013 capital.


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A breakdown by commodity of our proved oil and gas reserves follows:

 Drilling principally occurred

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2014

    

2013

    

2012

Total Proved Reserves:

 

 

 

 

 

 

 

 

 

Gas (Bcf)

 

 

1,666.7 

 

 

1,293.5 

 

 

1,251.9 

Oil (MMBbls)

 

 

119.0 

 

 

108.5 

 

 

77.9 

NGL (MMBbls)

 

 

125.3 

 

 

92.0 

 

 

89.9 

Equivalent (Bcfe)

 

 

3,132.3 

 

 

2,497.0 

 

 

2,258.8 

% Developed

 

 

77 

 

80 

 

80 

See “Supplemental Oil and Gas Information” in the Delaware Basin portion of New Mexico and West Texas, mainly targeting the Bone Spring and Wolfcamp formations. Cimarex drilled and completed 73 gross (40 net) New Mexico Bone Spring wells in 2013. Texas Third Bone Spring drilling totaled 39 gross (28 net) wells.

        In addition, Cimarex drilled and completed 26 gross (21 net) horizontal Wolfcamp shale wells in Culberson and Reeves Counties, Texas in 2013. The company now has over 180,000 net acres prospective for the Wolfcamp shale formation in the Delaware Basin.

        Cimarex also successfully tested an oil window in the Avalon shale interval on our acreage in Lea County, New Mexico. We completed five gross (five net) wells during 2013.

Mid-Continent

        Our Mid-Continent region encompasses operations in Oklahoma, southwest Kansas and the Texas Panhandle. We drilled 183 gross (65 net) Mid-Continent wells during 2013, completing all as producers. The bulkItem 8 of this drilling activity was in the Anadarko Basinreport for further information.

Production volumes totaled 869 MMcfe of western Oklahoma, where we drilled 149 gross (54 net) wells which were primarily infill development wells. At year-end there were 54 gross (22 net) wells waiting on completion. Capital investment in this region in 2013 totaled $480 million, or 31%natural gas equivalent per day, a 25% increase over 2013.  Production volumes are comprised of total E&D capital.

        Our largest investment area was in the Cana-Woodford shale play. We have approximately 75,000 net acres in the core of the play.

Production, Pricing49% natural gas, 30% oil and Production Cost Information

21% NGLs.  The following tables set forth certain information regarding the company'sshow our production volumes by region, the average commodity prices received and production cost per unit of production (Mcfe). ThisSeparate data also is also included for our Cana-Woodford project, which is part of our Mid-Continent region and is part of our largest producing field.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Production Volumes

 

Net Average Daily Volumes

 

 

Gas

 

Oil

 

NGL

 

Equivalent

 

Gas

 

Oil

 

NGL

 

Equivalent

Years Ended December 31,

 

(MMcf)

 

(MBbls)

 

(MBbls)

 

(MMcfe)

 

(MMcf)

 

(MBbls)

 

(MBbls)

 

(MMcfe)

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Permian Basin

 

45,200 

 

12,552 

 

4,187 

 

145,636 

 

123.8 

 

34.4 

 

11.5 

 

399.0 

Mid-Continent

 

106,711 

 

2,682 

 

6,980 

 

164,682 

 

292.4 

 

7.3 

 

19.1 

 

451.2 

Other

 

3,217 

 

405 

 

176 

 

6,704 

 

8.8 

 

1.1 

 

0.5 

 

18.4 

Total Company

 

155,128 

 

15,639 

 

11,343 

 

317,022 

 

425.0 

 

42.8 

 

31.1 

 

868.6 

Cana-Woodford

 

76,915 

 

1,903 

 

5,937 

 

123,952 

 

210.7 

 

5.2 

 

16.3 

 

339.6 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Permian Basin

 

35,414 

 

10,739 

 

2,823 

 

116,783 

 

97.0 

 

29.4 

 

7.7 

 

320.0 

Mid-Continent

 

84,779 

 

2,171 

 

4,757 

 

126,345 

 

232.3 

 

5.9 

 

13.0 

 

346.1 

Other

 

5,055 

 

470 

 

296 

 

9,659 

 

13.8 

 

1.4 

 

0.9 

 

26.5 

Total Company

 

125,248 

 

13,380 

 

7,876 

 

252,787 

 

343.1 

 

36.7 

 

21.6 

 

692.6 

Cana-Woodford

 

50,919 

 

1,150 

 

3,863 

 

81,000 

 

139.5 

 

3.2 

 

10.6 

 

221.9 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Permian Basin

 

29,135 

 

8,750 

 

2,480 

 

96,517 

 

79.6 

 

23.9 

 

6.8 

 

263.7 

Mid-Continent

 

80,998 

 

2,210 

 

3,962 

 

118,029 

 

221.3 

 

6.1 

 

10.8 

 

322.5 

Other

 

8,362 

 

556 

 

510 

 

14,754 

 

22.9 

 

1.5 

 

1.4 

 

40.3 

Total Company

 

118,495 

 

11,516 

 

6,952 

 

229,300 

 

323.8 

 

31.5 

 

19.0 

 

626.5 

Cana-Woodford

 

43,222 

 

898 

 

2,830 

 

65,593 

 

118.1 

 

2.5 

 

7.7 

 

179.2 

7


 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

Average Realized Price

 

Production

 

 

 

Gas

 

 

Oil

 

 

NGL

 

Cost

Years Ended December 31,

 

 

(per Mcf)

 

 

(per Bbl)

 

 

(per Bbl)

 

(per Mcfe)

2014

 

 

 

 

 

 

 

 

 

 

 

 

Permian Basin

 

$

4.48 

 

$

82.44 

 

$

30.04 

 

$

1.58 

Mid-Continent

 

$

4.42 

 

$

88.23 

 

$

35.03 

 

$

0.58 

Other

 

$

4.40 

 

$

92.82 

 

$

32.09 

 

$

2.31 

Total Company

 

$

4.43 

 

$

83.70 

 

$

33.14 

 

$

1.08 

Cana-Woodford

 

$

4.32 

 

$

88.21 

 

$

34.89 

 

$

0.24 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Permian Basin

 

$

3.91 

 

$

93.02 

 

$

26.13 

 

$

1.48 

Mid-Continent

 

$

3.70 

 

$

93.48 

 

$

31.25 

 

$

0.76 

Other

 

$

3.74 

 

$

102.67 

 

$

29.81 

 

$

1.85 

Total Company

 

$

3.76 

 

$

93.44 

 

$

29.36 

 

$

1.13 

Cana-Woodford

 

$

3.57 

 

$

94.33 

 

$

30.64 

 

$

0.27 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Permian Basin

 

$

2.93 

 

$

87.93 

 

$

30.78 

 

$

1.50 

Mid-Continent

 

$

2.86 

 

$

90.41 

 

$

29.91 

 

$

0.77 

Other

 

$

2.88 

 

$

105.37 

 

$

35.95 

 

$

1.55 

Total Company

 

$

2.88 

 

$

89.25 

 

$

30.66 

 

$

1.13 

Cana-Woodford

 

$

2.69 

 

$

90.64 

 

$

29.67 

 

$

0.25 

Acquisitions and Divestitures

In 2014 we made property acquisitions totaling $250 million, including a $238 million acquisition of properties in our Cana-Woodford shale play where enhanced completion techniques along with new workover designs were used to increase returns.  In addition, we sold interests in various non-core oil and gas properties for $446 million, including non-strategic, high-value acreage in Reagan County, Texas, for $242 million, and other producing properties in southwestern Kansas.

Exploration and Production Overview

Cimarex has one reportable segment, exploration and production (E&P).  Our E&P activities take place primarily in two areas: the Permian Basin and the Mid-Continent region. Almost all of our exploration and development (E&D)

8


capital is allocated between these two areas. In 2013,2014, E&D investment totaled $1.88 billion. Of that, 73% was invested in the Permian Basin and 25% in the Mid-Continent region.

In 2014, Cimarex drilled or participated in 312 gross (174.6 net) wells, of which we operated 185 gross (144.5 net) wells.  At year-end, we were in the process of drilling or participating in 8 gross (4.0 net) wells and there were 54 gross (31.9 net) wells waiting on completion.  A summary of our 2014 exploration and development activity by region is as follows:

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

 

 

 

 

 

 

Gross

 

Net

 

%

 

 

E&D

 

Wells

 

Wells

 

Completed

 

 

Capital

 

Drilled

 

Drilled

 

As Producers

 

 

(in millions)

 

 

 

 

 

 

Permian Basin

 

$

1,377 

 

171 

 

117 

 

99 

Mid-Continent

 

 

463 

 

139 

 

57 

 

100 

Other

 

 

41 

 

 

 

50 

 

 

$

1,881 

 

312 

 

175 

 

99 

The Permian region encompasses west Texas and southeast New Mexico.  Cimarex’s Permian Basin efforts are located in the western half of the Permian Basin known as the Delaware Basin.  In 2014, we focused on drilling horizontal wells that yielded oil and liquids-rich gas from the Wolfcamp shale, the Bone Spring formation, and the Avalon shale.  Cimarex saw improved results in its Wolfcamp shale wells, as measured by production and reserves, with the implementation of long laterals and in the Bone Spring wells via upsized well completions.

The Permian region produced 399 MMcfe per day in 2014, which was 46% of our total company production. Because of strong oil prices in the first nine months, the Permian was our most active drilling region in 2014. Oil production in the Permian Basin in 2014 averaged a record 34,390 barrels per day, a 17% increase over 2013.

Our Mid-Continent region consists of Oklahoma and the Texas Panhandle.  Our activity in 2014 in the Mid-Continent was focused in the Cana-Woodford shale in Oklahoma.  Returns increased significantly in this play during 2014 as we implemented well completion techniques in this area that were highly successful in our Delaware Basin Wolfcamp

9


Shale wells in 2013.  These improved results, combined with a favorable average product price mix, led to the Mid-Continent region posting the company’s strongest returns in 2014.  Cimarex also had success in a new zone, the Meramec, which sits above the Woodford Shale. Cimarex is working to delineate the size and potential of the Meramec play.

The Mid-Continent region is our largest producing area. During 2014, production averaged 451.2 MMcfe per day, or 52% of total company production.  Production from the region increased 30% in 2014 versus 2013.   New completion designs and improved workover technology both contributed to higher production from the region.

Wells Drilled

We drilled the following exploratory and developmental wells in 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wells Drilled

 

 

2014

 

2013

 

2012

 

 

Gross

 

Net

 

Gross

 

Net

 

Gross

 

Net

Exploratory

 

 

 

 

 

 

 

 

 

 

 

 

Productive

 

 

0.4 

 

 

1.0 

 

 

6.3 

Dry

 

 

0.5 

 

 

2.4 

 

 

2.6 

Total

 

 

0.9 

 

 

3.4 

 

13 

 

8.9 

Developmental

 

 

 

 

 

 

 

 

 

 

 

 

Productive

 

309 

 

173.6 

 

359 

 

181.0 

 

328 

 

177.0 

Dry

 

 

0.1 

 

 

1.0 

 

11 

 

6.1 

Total

 

310 

 

173.7 

 

361 

 

182.0 

 

339 

 

183.1 

We have working interests in the following productive wells by region as of December 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

Gas

 

Oil

 

 

Gross

 

Net

 

Gross

 

Net

Mid-Continent

 

3,757 

 

1,447 

 

490 

 

166 

Permian Basin

 

1,002 

 

511 

 

4,968 

 

991 

Other

 

295 

 

86 

 

108 

 

39 

 

 

5,054 

 

2,044 

 

5,566 

 

1,196 

Significant Properties

All of our oil and gas assets (proved reserves and undeveloped acreage) are located in the United States. We have varying levels of ownership interests in our properties consisting of working, royalty and overriding royalty interests. We operate the wells that comprise 74% of our proved reserves.  In 2014, proved reserves of Cana-Woodfordin the Watonga-Chickasha field were approximately 43%54% of the company'scompany’s total proved reserves. The Cana-Woodford shale makes up the majority of this field.  No other field had reserves in excess of 15% of our total proved reserves.

10


 
 Production Volumes Net Average Daily Volumes 
Years Ending December 31,
 Gas
(MMcf)
 Oil
(MBbls)
 NGL
(MBbls)
 Equivalent
(MMcfe)
 Gas
(MMcf)
 Oil
(MBbls)
 NGL
(MBbls)
 Equivalent
(MMcfe)
 

2013

                         

Permian Basin

  35,414  10,739  2,823  116,783  97.0  29.4  7.7  320.0 

Mid-Continent

  84,779  2,171  4,757  126,345  232.3  5.9  13.0  346.1 

Other

  5,055  470  296  9,659  13.8  1.4  0.9  26.5 
                  

Total company

  125,248  13,380  7,876  252,787  343.1  36.7  21.6  692.6 

Cana-Woodford

  50,919  1,150  3,863  81,000  139.5  3.2  10.6  221.9 

2012

  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
 

Permian Basin

  29,135  8,750  2,480  96,517  79.6  23.9  6.8  263.7 

Mid-Continent

  80,998  2,210  3,962  118,029  221.3  6.1  10.8  322.5 

Other

  8,362  556  510  14,754  22.9  1.5  1.4  40.3 
                  

Total company

  118,495  11,516  6,952  229,300  323.8  31.5  19.0  626.5 

Cana-Woodford

  43,222  898  2,830  65,593  118.1  2.5  7.7  179.2 

2011

  
 
  
 
  
 
  
 
  
 
  
 
  
 
  
 
 

Permian Basin

  26,848  6,121  1,228  70,944  73.6  16.8  3.4  194.4 

Mid-Continent

  74,078  2,078  3,378  106,811  203.0  5.7  9.3  292.6 

Other

  19,187  1,579  1,630  38,443  52.5  4.3  4.4  105.3 
                  

Total company

  120,113  9,778  6,236  216,198  329.1  26.8  17.1  592.3 

Cana-Woodford

  30,187  630  2,194  47,130  82.7  1.7  6.0  129.1 

Table of Contents


 
 Average Sales Price Production
Cost
 
 
 Gas
(per MCF)
 Oil
(per Bbl)
 NGL
(per Bbl)
 
Years Ending December 31,
 (per Mcfe) 

2013

             

Permian Basin

 $3.91 $93.02 $26.13 $1.48 

Mid-Continent

 $3.70 $93.48 $31.25 $0.76 

Other

 $3.74 $102.67 $29.81 $1.85 

Total company

 $3.76 $93.44 $29.36 $1.13 

Cana-Woodford

 $3.57 $94.33 $30.64 $0.27 

2012

  
 
  
 
  
 
  
 
 

Permian Basin

 $2.93 $87.93 $30.78 $1.50 

Mid-Continent

 $2.86 $90.41 $29.91 $0.77 

Other

 $2.88 $105.37 $35.95 $1.55 

Total company

 $2.88 $89.25 $30.66 $1.13 

Cana-Woodford

 $2.69 $90.64 $29.67 $0.25 

2011

  
 
  
 
  
 
  
 
 

Permian Basin

 $4.94 $90.81 $44.70 $1.88 

Mid-Continent

 $4.26 $91.62 $38.73 $0.80 

Other

 $4.27 $103.31 $47.91 $0.79 

Total company

 $4.42 $93.00 $42.31 $1.14 

Cana-Woodford

 $3.92 $91.71 $38.38 $0.18 

        Our largest producing area is the Mid-Continent region. During 2013, Mid-Continent production averaged 346.1 MMcfe/d, or 50% of total production. Infill development drilling activity in the Cana-Woodford shale play resulted in Mid-Continent production increasing 7% in 2013.

        The Permian Basin contributed 320.0 MMcfe/d in 2013, which was 46%At December 31, 2014, 63% of our total production. It was our most active drilling area in 2013 as higher oil prices led to strong returns on investment. Most of the activity was focusedproved reserves were located in the Bone SpringMid-Continent region and Wolfcamp formations. Oil production36% were in the Permian Basin was a record 29,421 Bbl/d, a 23% increase over 2012.

Acquisitions and Divestitures

        In 2013, we sold interestsBasin.   We owned an interest in non-core10,620 gross (3,240 net) productive oil and gas assets for $61.5 million. During the second quarter of 2013, we also sold a 50% interest inwells.   The following table summarizes our Culberson County, Texas Triple Crown gas gathering and processing system for approximately $31 million. Total property acquisitions during 2013 were $37.1 million, mostly for undeveloped acreage in Reeves County, Texas.

        During 2012, we sold interests in non-coreestimated proved oil and gas assets for $306 million. Of thisreserves by region as of December 31, 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

Gas

 

Oil

 

NGL

 

Equivalent

 

Total Proved

 

    

(Bcf)

    

(MMBbl)

    

(MMBbl)

 

(Bcfe)

 

Reserves

Mid-Continent

 

1,280.2 

 

27.8 

 

89.6 

 

1,984.7 

 

63 

Permian Basin

 

370.7 

 

90.1 

 

35.3 

 

1,122.7 

 

36 

Other

 

15.8 

 

1.1 

 

0.4 

 

24.9 

 

 

 

1,666.7 

 

119.0 

 

125.3 

 

3,132.3 

 

100 

At December 31, 2014, our ten largest producing fields held 80% of total $290 million was related to non-core oilproved reserves. We are the principal operator of our production in each of these fields.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% of

 

 

 

 

 

 

 

 

 

 

Total

 

Average

 

Approximate

 

 

 

 

 

 

Proved

 

Working

 

Average Depth

 

 

Field

 

Region

 

Reserves

 

Interest %

 

(feet)

 

Primary Formation

 

 

 

 

 

 

 

 

 

 

 

Watonga-Chickasha

 

Mid-Continent

 

54.0

 

46.4

 

13,000'

 

Woodford

Ford, West

 

Permian Basin

 

5.3

 

59.9

 

9,500'

 

Wolfcamp

Lusk

 

Permian Basin

 

5.0

 

55.4

 

9,500'

 

Bone Spring

Dixieland

 

Permian Basin

 

3.1

 

98.3

 

11,000'

 

Wolfcamp

Two Georges

 

Permian Basin

 

2.5

 

92.7

 

11,500'

 

Bone Spring

Cottonwood Draw

 

Permian Basin

 

2.4

 

72.5

 

3,000'-10,000'

 

Delaware/Wolfcamp

Red Hills

 

Permian Basin

 

2.4

 

64.3

 

8,800'

 

Bone Spring/Wolfcamp

Phantom

 

Permian Basin

 

2.3

 

58.9

 

11,500'

 

Bone Spring

Sandbar

 

Permian Basin

 

1.9

 

58.1

 

7,500'

 

Bone Spring

Benson

 

Permian Basin

 

1.1

 

83.8

 

9,500'

 

Bone Spring

 

 

 

 

79.9

 

 

 

 

 

 

11


Acreage

The following table sets forth the gross and gas assets locatednet acres of both developed and undeveloped leases held by Cimarex as of December 31, 2014. Gross acres are the total number of acres in Texas. We had property acquisitions of $33.5 million during 2012, most of which werewe own a working interest. Net acres are the gross acres multiplied by our working interest.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acreage

 

 

Undeveloped

 

Developed

 

Total

 

    

Gross

    

Net

    

Gross

    

Net

    

Gross

    

Net

Mid-Continent

 

 

 

 

 

 

 

 

 

 

 

 

Kansas

 

18,231 

 

18,191 

 

 —

 

 —

 

18,231 

 

18,191 

Oklahoma

 

103,907 

 

80,314 

 

700,703 

 

290,550 

 

804,610 

 

370,864 

Texas

 

28,577 

 

18,314 

 

134,207 

 

58,148 

 

162,784 

 

76,462 

 

 

150,715 

 

116,819 

 

834,910 

 

348,698 

 

985,625 

 

465,517 

Permian Basin

 

 

 

 

 

 

 

 

 

 

 

 

New Mexico

 

83,091 

 

58,017 

 

198,185 

 

138,291 

 

281,276 

 

196,308 

Texas

 

149,724 

 

125,275 

 

186,686 

 

138,684 

 

336,410 

 

263,959 

 

 

232,815 

 

183,292 

 

384,871 

 

276,975 

 

617,686 

 

460,267 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Arizona

 

2,098,481 

 

2,098,481 

 

17,207 

 

 —

 

2,115,688 

 

2,098,481 

California

 

380,782 

 

380,782 

 

 —

 

 —

 

380,782 

 

380,782 

Colorado

 

67,892 

 

44,408 

 

36,414 

 

2,127 

 

104,306 

 

46,535 

Gulf of Mexico

 

25,000 

 

13,000 

 

58,388 

 

13,443 

 

83,388 

 

26,443 

Louisiana

 

5,362 

 

1,601 

 

11,842 

 

3,040 

 

17,204 

 

4,641 

Michigan

 

31,794 

 

31,716 

 

1,183 

 

1,183 

 

32,977 

 

32,899 

Montana

 

35,258 

 

10,379 

 

8,248 

 

1,875 

 

43,506 

 

12,254 

Nevada

 

1,196,299 

 

1,196,299 

 

440 

 

 

1,196,739 

 

1,196,300 

New Mexico

 

1,635,750 

 

1,629,343 

 

18,412 

 

2,578 

 

1,654,162 

 

1,631,921 

Texas

 

36,464 

 

11,976 

 

96,729 

 

36,137 

 

133,193 

 

48,113 

Utah

 

86,068 

 

59,433 

 

26,211 

 

1,575 

 

112,279 

 

61,008 

Wyoming

 

98,801 

 

13,865 

 

43,118 

 

4,796 

 

141,919 

 

18,661 

Other

 

161,978 

 

146,193 

 

9,512 

 

3,486 

 

171,490 

 

149,679 

 

 

5,859,929 

 

5,637,476 

 

327,704 

 

70,241 

 

6,187,633 

 

5,707,717 

Total

 

6,243,459 

 

5,937,587 

 

1,547,485 

 

695,914 

 

7,790,944 

 

6,633,501 

The table below summarizes by year and region our undeveloped acreage expirations in the Permian Basin.

Marketingnext five years. In most cases, the drilling of a commercial well will hold the acreage beyond the expiration.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acreage

 

2015

 

2016

 

2017

 

2018

 

2019

 

Gross

    

Net

    

Gross

    

Net

    

Gross

    

Net

 

Gross

    

Net

 

Gross

    

Net

Mid-Continent

10,174 

 

9,865 

 

22,293 

 

20,600 

 

15,859 

 

15,859 

 

325 

 

325 

 

 —

 

 —

Permian Basin

27,976 

 

25,659 

 

43,196 

 

42,711 

 

11,066 

 

11,051 

 

19,297 

 

18,309 

 

3,983 

 

3,983 

Other

20,754 

 

20,754 

 

200,352 

 

200,175 

 

52,641 

 

52,641 

 

31,412 

 

31,412 

 

67,448 

 

67,448 

 

58,904 

 

56,278 

 

265,841 

 

263,486 

 

79,566 

 

79,551 

 

51,034 

 

50,046 

 

71,431 

 

71,431 

% of undeveloped

0.9 

 

0.9 

 

4.3 

 

4.4 

 

1.3 

 

1.3 

 

0.8 

 

0.8 

 

1.1 

 

1.2 

12


Marketing

Our oil and gas production is sold under short-term arrangements at market-responsive prices. We sell our oil at prices tied directly or indirectly to field postings. Our gas is sold under pricingprice mechanisms related to either monthly or daily index prices on pipelines where we deliver our gas or the daily spot market.gas.

We sell our oil and gas to a broad portfolio of customers. Our major customers during 20132014 were Enterprise Products Partners L.P. (Enterprise) and, Sunoco Logistics Partners L.P. (Sunoco) and Oneok Partners, L.P. (Oneok). Enterprise and Sunoco each accounted for 24% and 22%, respectively,19% of our consolidated revenues in 2013. 2014. Oneok accounted for 10% of our 2014 consolidated revenues. 

Enterprise is our primarya significant oil purchaser in Oklahoma and West Texas. Sunoco is a significant purchaser of our oil in Southeast New Mexico.Mexico and Canadian County, Oklahoma. If either of these entities were to stop purchasing our production, we believe there are a number of other purchasers to whom we could sell our production with littlesome delay. If both parties were to


Table of Contents

discontinue purchasing our product, there would be challenges initially, but ample markets to handle the disruption.

Oneok primarily purchases our NGLs and provides gathering, compression and processing services for the majority of our Mid-Continent region gas production.  In the event Oneok ceased buying our NGLs, a minimal impact would occur as these products are piped to various processing and storage market areas where we could sell to a different purchaser. In the event Oneok ceased gathering, compressing, and processing our gas, there would be challenges initially, but several other entities exist to fill in the gap.

We regularly monitor the credit worthiness of all our customers and may require parentalparent company guarantees, letters of credit or prepayments when deemed necessary.

Corporate Headquarters and Employees

Our corporate headquarters is located at 1700 Lincoln St., Suite 3700,  Denver, Colorado 80203.  On December 31, 2014, and 2013, Cimarex had 991 and 908 employees, on December 31, 2013.respectively. None of our employees are subject to collective bargaining agreements.

Competition

The oil and gas industry is highly competitive, particularly for prospective undeveloped leases and purchases of proved reserves. There is also competition for rigs and related equipment used to drill for and produce oil and gas. Our competitive position is also highly dependent on our ability to recruit and retain geological, geophysical and engineering expertise. We compete for prospects, proved reserves, oil-field services and qualified oil and gas professionals with major and diversified energy companies and other independent operators that have larger financial, human and technological resources than we do.

We compete with integrated, independent and other energy companies for the sale and transportation of our oil and gas to marketing companies and end users. The oil and gas industry competes with other energy industries that supply fuel and power to industrial, commercial and residential consumers. Many of these competitors have greater financial and human resources. The effect of these competitive factors cannot be predicted.

Proved Reserves Estimation Procedures

Proved oil and gas reserve quantities are based on estimates prepared by Cimarex in accordance with the SEC’s rules for reporting oil and gas reserves. Our reserve definitions conform with definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the SEC. All of our reserve estimates are maintained by our internal Corporate Reservoir Engineering group, which is comprised of reservoir engineers and engineering technicians. The objectives and management of this group are separate from and independent of the exploration and production functions of the company. The primary objective of our Corporate Reservoir Engineering group is to maintain accurate forecasts on all properties of the company

13


through ongoing monitoring and timely updates of operating and economic parameters (production forecasts, prices and regional differentials, operating expenses, ownership, etc.) in accordance with guidelines established by the SEC. This separation of function and responsibility is a key internal control.

Cimarex engineers are responsible for estimates of proved reserves. Corporate engineers interact with the exploration and production departments to ensure all available engineering and geologic data is taken into account prior to establishing or revising an estimate. After preparing the reserves update, the corporate engineers review their recommendations with the Vice President of Corporate Engineering. After approval from the Vice President of Corporate Engineering, the revisions are entered into our reserves database by the engineering technician.

During the course of the year, the Vice President of Corporate Engineering presents summary reserves information to senior management and to our Board of Directors for their review. From time to time, the Vice President of Corporate Engineering also will confer with the Vice President of Exploration, Chief Operating Officer and the Chief Executive Officer regarding specific reserves-related issues. In addition, Corporate Reservoir Engineering maintains a set of basic guidelines and procedures to ensure that critical checks and reviews of the reserves database are performed on a regular basis.

Together, these internal controls are designed to promote a comprehensive, objective and accurate reserves estimation process. As an additional confirmation of the reasonableness of our internal estimates, DeGolyer and MacNaughton, an independent petroleum engineering consulting firm, reviewed greater than 80% of the total future net revenue discounted at 10% attributable to the total interests owned by Cimarex as of December 31, 2014. The individual primarily responsible for overseeing the review is a Senior Vice President with DeGolyer and MacNaughton and a Registered Professional Engineer in the State of Texas with over 40 years of experience in oil and gas reservoir studies and evaluations.

The technical employee primarily responsible for overseeing the oil and gas reserves estimation process is Cimarex’s Vice President of Corporate Engineering. This individual graduated from the Colorado School of Mines with a Bachelor of Science degree in Engineering and has more than 20 years of practical experience in oil and gas reservoir evaluation. He has been directly involved in the annual reserves reporting process of Cimarex since 2002 and has served in his current role for the past ten years.

Title to Oil and Gas Properties

We undertake title examination and perform curative work at the time we lease undeveloped acreage, prepare for the drilling of a prospect or acquire proved properties. We believe title to our properties is good and defensible, and is in accordance with industry standards. Nevertheless, we are involved in title disputes from time to time whichthat result in litigation. Our oil and gas properties are subject to customary royalty interests, liens incidental to operating agreements, tax liens and other burdens and minor encumbrances, easements and restrictions.

Government Regulation

Oil and gas production and transportation is subject to extensive federal, state and local laws and regulations. Compliance with existing laws often is difficult and costly, but has not had a significant adverse effect on our operations or financial condition. In recent years, we have been most directly impacted by federal and state environmental regulations and energy conservation rules. We are also impacted by federal and state regulation of pipelines and other oil and gas transportation systems.

The states in which we conduct operations establish requirements for drilling permits, the method of developing new fields, the size of well spacing units, drilling density within productive formations and the unitization or pooling of properties. In addition, state conservation laws include requirements for waste prevention, establish limits on the maximum rate of production from wells, generally prohibit the venting or flaring of natural gas and impose certain requirements regarding the ratability of production.

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Environmental Regulation.  Various federal, state and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, directly impact oil and gas exploration, development and production operations, which consequently impact our operations and costs. These laws and regulations govern, among other things, emissions to the atmosphere, discharges of pollutants into waters, underground injection of waste water, the generation, storage, transportation and disposal of waste materials, and protection of public health, natural resources and wildlife. These laws and regulations may impose substantial liabilities for noncompliance and for any contamination resulting from our operations and may require the suspension or cessation of operations in affected areas.


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Cimarex is committed to environmental protection and believes we are in material compliance with applicable environmental laws and regulations. We obtain permits for our facilities and operations in accordance with the applicable laws and regulations. There are no known issues that have a significant adverse effect on the permitting process or permit compliance status of any of our facilities or operations. Expenditures are required to comply with environmental regulations. These costs are a normal, recurring expense of operations and not an extraordinary cost of compliance with government regulations.

We do not anticipate that we will be required under current environmental laws and regulations to expend amounts that will have a material adverse effect on our financial position or operations. However, due to continuing changes in these laws and regulations, we are unable to predict with any reasonable degree of certainty any potential delays in development plans that could arise, or our future costs of complying with these governmental requirements. We maintain levels of insurance customary in the industry to limit our financial exposure in the event of a substantial environmental claim resulting from sudden, unanticipated and accidental discharges of oil, produced water or other substances.substances as well as additional coverage for certain other pollution events.

Gas Gathering and Transportation.  The Federal Energy Regulatory Commission (FERC) requires interstate gas pipelines to provide open access transportation. FERC also enforces the prohibition of market manipulation by any entity, and the facilitation of the sale or transportation of natural gas in interstate commerce. Interstate pipelines have implemented these requirements, providing us with additional market access and more fairly applied transportation services and rates. FERC continues to review and modify its open access and other regulations applicable to interstate pipelines.

Under the Natural Gas Policy Act (NGPA), natural gas gathering facilities are expressly exempt from FERC jurisdiction. What constitutes "gathering"“gathering” under the NGPA has evolved through FERC decisions and judicial review of such decisions. We believe that our gathering systems meet the test for non-jurisdictional "gathering"“gathering” systems under the NGPA and that our facilities are not subject to federal regulations. Although exempt from FERC oversight, our natural gas gathering systems and services may receive regulatory scrutiny by state and Federalfederal agencies regarding the safety and operating aspects of the transportation and storage activities of these facilities.

In addition to using our own gathering facilities, we may use third-party gathering services or interstate transmission facilities (owned and operated by interstate pipelines) to ship our gas to markets.

Additional proposals and proceedings that might affect the oil and gas industry are pending before the U.S. Congress, FERC, Bureau of Land Management (BLM), state legislatures, state agencies, local governments and the courts. We cannot predict when or whether any such proposals may become effective and what effect they will have on our operations. We do not anticipate that compliance with existing federal, state and local laws, rules or regulations will have a material adverse effect upon our capital expenditures, earnings or competitive position.

Federal and State Income and Other Local Taxation

Cimarex and the petroleum industry in general are affected by both federal and state income tax laws, as well as other local tax regulations involving ad valorem, personal property, franchise, severance and other excise taxes. We have considered the effects of these provisions on our operations and do not anticipate that there will be any undisclosed impact on our capital expenditures, earnings or competitive position.


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ITEM 1A.  RISK FACTORS

The following risks and uncertainties, together with other information set forth in this Form 10-K, should be carefully considered by current and future investors in our securities. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties presently unknown to us or currently deemed immaterial also may impair our business operations. The occurrence of one or more of these risks or uncertainties could materially and adversely affect our business, our financial condition, and the results of our operations, which in turn could negatively impact the value of our securities.

Oil, gas, and NGL prices fluctuate due to a number of uncontrollable factors, creating a component of uncertainty in our development plans and overall operations. Declines in prices adversely affect our financial results and rate of growth in proved reserves and production.

Oil and gas markets are volatile. We cannot predict future prices. The prices we receive for our production heavily influence our revenue, profitability, access to capital, and future rate of growth. The prices we receive depend on numerous factors beyond our control. These factors include, but are not limited to, changes in domestic and global supply and demand for oil and gas, geopolitical instability, the actions of the Organization of Petroleum Exporting Countries, the level of domestic and global oil and gas exploration and production activity, geopolitical instability, the actions of the Organization of Petroleum Exporting Countries, weather conditions, technological advances affecting energy consumption, governmental regulations and taxes, and the price and technological advancement of alternative fuels.

Our proved oil and gas reserves and production volumes will decrease unless suchthose reserves are replaced with new discoveries or acquisitions. Accordingly, for the foreseeable future, we expect to make substantial capital investments for the exploration and development of new oil and gas reserves. Historically, we have paid for these types of capital expenditures with cash flow provided by our production operations, our revolving credit facility, and proceeds from the sale of senior notes. Low prices reduce our cash flow and the amount of oil and gas that we can economically produce and may cause us to curtail, delay, or defer certain exploration and development projects. Moreover, low prices also may impact our abilities to borrow under our bankrevolving credit facility and to raise additional debt or equity capital to fund acquisitions.

If prices stay at recent lower levels or decrease, we maywill be required to take write-downs of the carrying values of our oil and gas properties and/or our goodwill.

Accounting rules require that we periodically review the carrying value of our oil and gas properties and goodwill for possible impairment. Even moderate future price declines could cause us to incur impairment charges, which could have a material adverse effect on the results of our operations in the period taken.

As of December 31, 2013,2014, the calculated value of the ceiling limitation exceeded the carrying value of our oil and gas properties subject to a ceiling test and no impairment was necessary. However, a decline of 3%8% or more in the value of the ceiling limitation would have resulted in an impairment. If commodity prices stay at the current early 2015 levels or decline or if there is a negative impact on one or more of the other components of the calculation,further, we maywill incur a full cost ceiling impairment related to our oil and gas propertiesimpairments in future quarters. Because the ceiling calculation uses rolling 12-month average commodity prices, the effect of lower quarter-over-quarter prices in 2015 compared to 2014 is a lower ceiling value each quarter.  This will result in ongoing impairments each quarter until prices stabilize or improve.  Impairment charges would not affect cash flow from operating activities, but would adversely affect our net income and stockholders’ equity.

U.S. or global financial markets may impact our business and financial condition.

A credit crisis or other turmoil in the U.S. or global financial system may have a negative impact on our business and our financial condition. Our ability to access the capital markets may be restricted at a time when we would like, or need, to raise financing. This could have an impact on our flexibility to react to changing economic and business conditions. Deteriorating economic conditions could have a negative impact on our lenders, the purchasers of our oil and gas production and the working interest owners in properties we operate, causing them to fail to meet their obligations to us.


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Failure to economically replace oil and gas reserves commercially could negatively affect our financial results and future rate of growth.

In order to replace the reserves depleted by production and to maintain or growincrease our total proved reserves and overall production levels, we must either locate and develop new oil and gas reserves or acquire producing properties from others. This can requirerequires significant capital expenditures and can impose reinvestment risk for our company,us, as we may not be able to continue to replace our reserves economically. While we occasionally may seek to acquire proved reserves, our main business strategy is to grow through exploration and drilling. Without successful exploration and development, our reserves, production and revenues could decline rapidly, which would negatively impact the results of our operations.

Exploration and development involves numerous risks, including new governmental regulations and the risk that we will not discover any commercially productive oil or gas reservoirs. Additionally, it can be unprofitable, not only from drilling dry holes, but also from drilling productive wells that do not return a profit because of insufficient reserves or declines in commodity prices.

Our drilling operations may be curtailed, delayed, or canceled for many reasons. Factors such as unforeseen poor drilling conditions, title problems, unexpected pressure irregularities, equipment failures, accidents, adverse weather conditions, compliance with environmental and other governmental requirements, bans, moratoria or other restrictions implemented by local governments and the cost of, or shortages or delays in the availability of, drilling and completion services could negatively impact our drilling operations.

Our proved reserve estimates may be inaccurate and future net cash flows are uncertain.

Estimates of total proved oil and gas reserves (consisting of proved developed and proved undeveloped reserves) and associated future net cash flow depend on a number of variables and assumptions. See "Forward-Looking Statement"“Forward-Looking Statement” in this report. Among others, changes in any of the following factors may cause actual results to vary considerably from our estimates:

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Our proved oil and gas reserve estimates are prepared by Cimarex engineers in accordance with SEC guidelines.guidelines established by the SEC. DeGolyer and MacNaughton, independent petroleum engineers, reviewed our reserve estimates for properties that comprised at least 80% of the discounted future net cash flows before income taxes, using a 10% discount rate, as of December 31, 2013.


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The cash flow amounts referred to in this filing should not be construed as the current market value of our proved reserves. In accordance with SEC guidelines, the estimated discounted net cash flow from proved reserves is based on (i) the unweighted average of the previous twelve12 months' first day of the monthfirst-day-of-the-month prices and (ii) current costs as of the date of the estimate;estimate, whereas actual future prices and costs however, may be materially different.

Hedging transactions may limit our potential gains and involve other risks.

To limit our exposure to price risk, we enter into hedging agreements from time to time, and use commodity derivatives. ForDuring 2014, we have currently hedged approximatelyhad hedges covering 28% of our anticipated oil production and 37%32% of our anticipated gas production. TheseWe currently do not have any hedges in place for 2015 or later periods.  Hedges limit volatility and increase the predictability of a portion of our cash flow. These transactions also limit our potential gains when oil and gas prices exceed the prices established by the hedges.

In certain circumstances, hedging transactions may expose us to the risk of financial loss, including instances in which:

    the counterparties to our hedging agreements fail to perform;

    there is a sudden unexpected event that materially increases oil and natural gas prices; or

    ·

    the counterparties to our hedging agreements fail to perform;

    ·

    there is a sudden unexpected event that materially increases oil and natural gas prices; or

    ·

    there is a widening of price basis differentials between delivery points for our production and the delivery point assumed in the hedge arrangement.

    Because we account for our production and the delivery point assumed in the hedge arrangement.

        Because all of our derivative contracts are accounted for under mark-to-market accounting, during periods we have hedging transactions in place we expect continued volatility in derivative gains or losses on our income statement as changes occur in the relevant price indexes.

The adoption of derivatives legislation could have an adverse effect on our ability to use derivative instruments as hedges against fluctuating commodity prices.

In July 2010, the Dodd-Frank Act was enacted, representing an extensive overhaul of the framework for regulation of U.S. financial markets. The Dodd-Frank Act called for various regulatory agencies, including the SEC and the Commodities Futures Trading Commission (CFTC), to establish regulations for implementation of many of its provisions. The Dodd-Frank Act contains significant derivatives regulations, including requirements that certain transactions be cleared on exchanges and that cash collateral (margin) be posted for such transactions. The Dodd-Frank Act provides for an exemption from the clearing and cash collateral requirements for commercial end-users, such as Cimarex, and it includes a number of defined terms used in determining how this exemption applies to particular derivative transactions and the parties to those transactions.

        At this time, we believe weWe have satisfied the requirements for the commercial end-user exception to the clearing requirement and collateral exemption andintend to continue to engage in derivative transactions. However, the CFTC is still finalizing rules that will have an impact on our hedging counterparties and possibly end-users as well. The ultimate effect of these new rules and any additional regulations is currently uncertain. New rules and regulations in this area may result in significant increased costs and disclosure obligations.obligations as well as decreased liquidity as entities that previously served as hedge counterparties exit the market.

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We have been an early entrant into new or emerging resource plays. As a result, our drilling results in these areas are uncertain. The value of our undeveloped acreage may decline and we may incur impairment charges if drilling results are unsuccessful.

New or emerging oil and gas resource plays have limited or no production history. Consequently, in those areas it is difficult to predict our future drilling costs and results. Therefore, our cost of drilling, completing and operating wells in these areas may be higher than initially expected. Similarly, our production may be lower than initially expected, and the value of our undeveloped acreage may decline if


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our results are unsuccessful. As a result, we may be required to write down the carrying value of our undeveloped acreage in new or emerging plays.

Furthermore, unless production is established during the primary term of certain of our undeveloped oil and gas leases, the leases will expire, and we will lose our right to develop those properties.

Our business depends on oil and gas pipeline and transportation facilities, some of which are owned by others.

        OurIn addition to the existence of adequate markets, our oil and natural gas production depends in large part on the proximity and capacity of pipeline systems, as well as storage, transportation, processing and transportation facilities.fractionation facilities, most of which are owned by third parties. The lack of availability or the lack of capacity on these systems and facilities could result in the curtailment of production or the delay or discontinuance of drilling plans. This is more likely in remote areas without established infrastructure, such as our Culberson County, Texas area where we have recently begunsignificant development activities. The lack of availability or capacity in these facilities or the loss of the these facilities due to weather, fire or other reasons, for an extended period of time could negatively affect our revenues.

A limited number of companies purchase a majority of our oil, NGLs and natural gas. The loss of a significant purchaser could have a material adverse effect on our ability to sell production.

Federal and state regulation of oil and natural gas, local government activity, adverse court rulings, tax and energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines and general economic conditions could adversely affect our ability to produce and market oil and natural gas.

Competition in our industry is intense and many of our competitors have greater financial and technological resources.

We operate in the competitive area of oil and gas exploration and production. Many of our competitors are large, well-established companies that have larger operating staffs and greater capital resources. These competitors may be willing to pay more for exploratory prospects and productive oil and gas properties. They may also be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit.

Because our activity is also concentrated in areas of heavy industry competition, there is heightened demand for personnel, equipment, power, services, facilities and resources, resulting in higher costs than in other areas. Such intense competition also could result in delays in securing, or the inability to secure, the personnel, equipment, power, services, resources or facilities necessary for our development activities, which could negatively impact our production volumes.  We also face higher costs in remote areas where vendors can charge higher rates due to that remoteness along with the inability to attract employees to those areas and the ability to deploy their resources in easier to access areas.

We may be subject to information technology system failures, network disruptions and breaches in data security.

Information system failures, network disruptions and breaches in data security could have a material adverse effect on our ability to conduct our business. We could experience system failures due to power or telecommunications failures, human error, natural disasters, fire, sabotage, hardware or software malfunction or defects, computer viruses, intentional acts of vandalism or terrorism and similar acts. Such system failures could result in the unanticipated disruption of our operations, the processing of transactions, the failure to meet regulatory standards and the reporting of our financial results. While management has taken steps to address these concerns by implementing network security and internal control measures, there can be no assurance that a system failure or data security breach will not have a material adverse effect on our financial condition and results of operations.

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We are subject to complex laws and regulations that can adversely affect the cost, manner, and feasibility of doing business.

Exploration, production, and the sale of oil and gas are subject to extensive laws and regulations, including those implemented to protect the environment, and human health and safety.safety and wildlife. Federal, state, and local regulatory agencies frequently require permitting and impose conditions on our activities. During the permitting process, these regulatory agencies often exercise considerable discretion in both the timing and scope of the permits.permits, and the public, including special interest groups, often has an opportunity to influence the timing and outcome of the process. The requirements or conditions imposed by these agencies can be costly and can delay the commencement of our operations.

Failing to comply with any of the applicable laws and regulations could result in the suspension or termination of our operations and subject us to administrative, civil and criminal liabilities and penalties. Such costs could have a material adverse effect on both our financial condition and operations.


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Environmental matters and costs can be significant.

As an owner, lessee, or operator of oil and gas properties, we are subject to various complex, stringent and constantly evolving environmental laws and regulations. Our operations inherently create the risk of environmental liability to the government and private parties stemming from our use, generation, handling and disposal of water and waste materials, as well as the release of petroleum hydrocarbons or other substances into the air, soil, or water. The environmental laws and regulations to which we are subject impose numerous obligations applicable to our operations, including:  the acquisition of a permit before conducting regulated activities associated with drilling for and producing oil and gas; the restriction of types, quantities, and concentration of materials that can be released into the environment; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands, and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from our operations. Numerous governmental authorities, such as the U.S. Environmental Protection Agency (EPA) and analogous state agencies have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve taking difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining or be unable to obtain required permits, which may delay or interrupt our operations and limit our growth and revenue.

Liabilities under certain environmental lawlaws can be joint and several and may in some cases be imposed regardless of fault on our part.part such as where we own a working interest in a property operated by another party. We also could be held liable for damages or remediating lands or facilities that were previously owned or operated by others.others regardless of whether such contamination resulted from our own actions and regardless if we were in compliance with all applicable law at the time. Further, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of our operations. Since these environmental risks generally are not fully insurable and can result in substantial costs, such liabilities could have a material adverse effect on both our financial condition and operations.

Our financial condition and results of operations may be materially adversely affected if we incur costs and liabilities due to a failure to comply with environmental regulations or a release of hazardous substances into the environment.

Our operations are subject to environmental laws and regulations relating to the management and release of hazardous substances, pollutants, solid and hazardous wastes and petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, discharge, transportation and disposal of pollutants and solid and hazardous waste and may impose strict and, in some cases, joint and several liability for the investigation and remediation of affected areas

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where hazardous substances may have been released or disposed. The most significant of these environmental laws is as follows:

·

The Comprehensive Environmental Response, Compensation, and Liability Act, as amended, referred to as CERCLA or the Superfund law, and comparable state laws, which imposes liabilityon generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur;

·

The Oil Pollution Act of 1990 (OPA), under which owners and operators of onshore facilities and pipelines, lessees or permittees of an area in which an offshore facility is located, and owners and operators of vessels are liable for removal costs and damages that result from a discharge of oil into navigable waters of the United States;

·

The Resource Conservation and Recovery Act (RCRA), as amended, and comparable state statutes, which governs the treatment, storage and disposal of solid waste;

·

The Federal Water Pollution Control Act, as amended, also known as the Clean Water Act (CWA), which governs the discharge of pollutants, including natural gas wastes into federal and state waters;

·

The Safe Drinking Water Act (SDWA), which governs the disposal of wastewater in underground injection wells; and

·

The Clean Air Act (CAA) which governs the emission of pollutants into the air,

We believe we are in substantial compliance with the requirements of CERCLA, RCRA, OPA, CWA, SDWA, CAA and related state and local laws and regulations. We also believe we hold all necessary and up-to-date permits, registrations and other authorizations required under such laws and regulations. Although the current costs of managing our wastes as they are presently classified are reflected in our budget, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes and have a material adverse effect on our financial condition and operations.

Federal regulatory initiatives relating to the protection of threatened or endangered species could result in increased costs and additional operating restrictions or delays.

The Federal Endangered Species Act (ESA) was established to protect endangered and threatened species. Pursuant to the ESA, if a species is listed as threatened or endangered, restrictions may be imposed on activities adversely affecting that species' habitat. The U.S. Fish and Wildlife Service (FWS) may designate critical habitat and suitable habitat areas it believes are necessary for survival of a threatened or endangered species. A critical habitat or suitable habitat designation could result in further material restrictions to federal land use and may materially delay or prohibit land access for oil and natural gas development. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. We conduct operations on federal oil and natural gas leases in areas where certain species are currently listed as threatened or endangered, or could be listed as such, under the ESA. Operations in areas where threatened or endangered species or their habitat are known to exist may require us to incur increased costs to implement mitigation or protective measures and also may restrict or preclude our drilling activities in those areas or during certain seasons, such as breeding and nesting seasons. On March 27, 2014, the FWS announced the listing of the lesser prairie chicken, whose habitat is over a five-state region, including Texas, New Mexico and Oklahoma, where we conduct operations, as a threatened species under the ESA. Listing of the lesser prairie chicken as a threatened species imposes restrictions on disturbances to critical habitat by landowners and drilling companies that would harass, harm or otherwise result in a "taking" of this species. However, the FWS also announced a final rule that will limit regulatory impacts on landowners and businesses from the listing if those landowners and businesses have entered into certain range-wide conservation planning agreements, such as those developed by the Western Association of Fish and Wildlife Agencies (WAFWA), pursuant to which such parties agreed to take steps to protect the lesser prairie chicken's habitat and to pay a mitigation fee if its actions harm the lesser prairie chicken's habitat. We entered into a voluntary Candidate Conservation Agreement (CCA) with the WAFWA, whereby we agreed to take certain actions and limit certain activities, such as limiting drilling on certain portions of our

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acreage during nesting seasons, in an effort to protect the lesser prairie chicken. Such CCA could result in increased costs to us from species protection measures, time delays or limitations on drilling activities, which costs, delays or limitations may be significant.  We could encounter similar issues if the greater sage grouse is listed as a threatened or endangered species because its habitat includes our areas of operation.  A listing decision is anticipated in 2015.

We use some of the latest available horizontal drilling and completion techniques, which involve risk and uncertainty in their application.

Our horizontal drilling operations utilize some of the latest drilling and completion techniques. The risks or such techniques include, but are not limited to, the following:

·

landing the wellbore in the desired drilling zone;

·

staying in the desired drilling zone while drilling horizontally through the formation;

·

running casing the entire length of the wellbore;

·

being able to run tools and other equipment consistently through the horizontal wellbore.

·

the ability to fracture stimulate the planned number of stages;

·

the ability to run tools the entire length of the wellbore during completion operations; and

·

the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

Any of the above factors could have a material adverse effect on our financial position, results of operations or cash flows.

Our hydraulic fracturing activities are subject to risks that could negatively impact our operations and profitability.

We use hydraulic fracturing for the completion of almost all of our wells. Hydraulic fracturing is a process that involves pumping fluid and proppant at high pressure into a hydrocarbon bearing formation to create and hold open fractures. Those fractures enable gas or oil to move through the formation's pores to the well bore. Typically, the fluid used in this process is primarily water. In plays where hydraulic fracturing is necessary for successful development, the demand for water may exceed the supply. A lack of readily available water or a significant increase in the cost of water could cause delays or increased completion costs.

 

While hydraulic fracturing historically has been regulated by state oil and natural gas commissions, the practice has become increasingly controversial in certain parts of the country, resulting in increased scrutiny and regulation from federal agencies. For example, in October 2011, the EPA announced its plan to propose federal pre-treatment standards for wastewater generated during the hydraulic fracturing process. Hydraulic fracturing requires the use of a significant volume of water with some resulting "flowback water," as well as "produced water." If adopted, the new pretreatment rules will require shale gas operations to pretreat wastewater before transferring it to treatment facilities. Moreover, the EPA has indicated that it may develop and issue regulations under the Toxic Substances Control Act to require companies to disclose information regarding the chemicals used in hydraulic fracturing; however, to date, it has taken no action to do so. In addition to the use of water, hydraulic fracturing fluid contains chemicals or additives designed to optimize production. Many states already require companies to disclose the components of this fluid. Additionalfluid, and additional states and municipalities, as well as the Federalfederal government, may follow with similar or conflicting requirements or may restrictadditional regulations regarding disclosure and other issues concerning hydraulic fracturing. Indeed, in May 2013, the useBLM published a supplemental notice of certain additives, resultingproposed rulemaking governing hydraulic fracturing on federal and Indian lands that replaces a prior draft of proposed rulemaking issued by the agency in more costly or less effectiveMay 2012. The revised proposed rule would continue to require public disclosure of chemicals used in hydraulic fracturing on federal and Indian lands, confirmation that wells used in fracturing operations meet appropriate construction standards, and development of wells.appropriate plans for managing flowback water that returns to the

        Efforts

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surface. A final rule is expected to regulatebe published in 2015. In May 2013, the Texas Railroad Commission adopted new rules governing well casing, cementing and other standards for ensuring that hydraulic fracturing by local municipalities, states and at the federal level are increasing.operations do not contaminate nearby water resources. Many newadditional regulations also are being considered by federal, state and municipal governments and agencies, including limiting water withdrawals and usage, water disposition,disposal, restricting which additives may be used, implementing local or state-wide hydraulic fracturing moratoriums and temporary or permanent bans in certain environmentally sensitive and other areas. Public sentiment against hydraulic fracturing and shale gas production has become more vocal, which could lead to permitting and compliance requirements becoming more stringent. Consequences of these actions could increase our capital, compliance, and operating costs significantly, as well as delay or halt our ability to develop our oil and gas reserves.

 

Any of the above factors could have a material adverse effect on our financial position, results of operations or cash flows.

The adoption of climate change legislation or regulations restricting emission of greenhouse gases could result in increased operating costs and reduced demand for the oil and natural gas we produce.

Studies have suggested that emission of certain gases, commonly referred to as greenhouse gases (GHGs) may be impacting the earth's climate. Methane, a primary component of natural gas, and carbon dioxide, also present in natural gas as a secondary product, sometimes considered an impurity or a by-product of the burning of oil and natural gas, are examples of greenhouse gases.GHGs. The U.S. Congress and various states have been evaluating, and in some cases implementing, climate-related legislation and other regulatory initiatives that restrict emissions of greenhouse gases.GHGs. In December 2009, the Environmental Protection Agency (EPA) issuedEPA published its findings that methane and carbon dioxideemissions of GHGs present aan endangerment to public health and safety issuethe environment because emissions of such that they should be regulatedgases are contributing to the warming of the earth's atmosphere and other climatic changes. Based on these findings, the EPA adopted regulations under existing provisions of the Federal Clean Air Act. Restrictions resultingAct that establish Prevention of Significant Deterioration (PSD) and Title V permit reviews for GHG emissions from federal certain large stationary sources. Facilities required to obtain PSD and/or state legislationTitle V permits under EPA’s GHG Tailoring Rule for their GHG emissions also may be required to meet "Best Available Control Technology" standards that will be established by the states or, regulations may have an effectin some cases, by the EPA on our ability to producea case-by-case basis. The EPA has also adopted rules requiring the monitoring and reporting of GHG emissions from specified sources in the United States, including, among others, certain oil and natural gas production facilities on an annual basis, which includes certain of our operations.  In recent proposed rulemaking EPA is widening the scope of annual GHG reporting to include not only activities associated with completion and workover of gas wells with hydraulic fracturing and activities associated with oil and natural gas production operations, but also completions and workovers of oil wells with hydraulic fracturing, gathering and boosting systems, and transmission pipelines.

While Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of adopted legislation to reduce GHG emissions at the federal level in recent years. In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs that typically require major sources of GHG emissions, such as electric power plants, to acquire and surrender emission allowances in return for emitting those GHGs. In January 2015, President Obama announced a series of administration actions to reduce methane emissions, including rulemaking by the EPA and the BLM as well as updating of standards by the demand forDepartment of Transportation’s Pipeline and Hazardous Materials Administration. The current administration intends to promulgate proposed climate change rulemaking this summer aimed at reducing GHG emissions by 45% by 2025 compared to 2012 levels.  The current administration intends to finalize proposed climate change rulemaking by 2016. It is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact our products. Such changes may result in additional compliance obligationsbusiness. Any such future laws and regulations that require reporting of GHGs or otherwise limit emissions of GHGs from our equipment and operations could require us to incur costs to develop and implement best management practices aimed at reducing GHG emissions, install and maintain emissions control technologies, as well as  monitor and report on GHG emissions associated with respect to the release, capture and use of carbon dioxide that could have an adverse effect on our operations, and financial results.such requirements also could adversely affect demand for the oil and natural gas that we produce.


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Our limited ability to influence operations and associated costs on non-operated properties could result in economic losses that are partially beyond our control.

Other companies operate approximately 23% of our net production. Our success in properties operated by others depends upon a number of factors outside of our control. These factors include timing and amount of capital expenditures, the operator's expertise and financial resources, approval of other participants in drilling wells, selection of technology and maintenance of safety and environmental standards. Our dependence on the operator and other working interest owners for these projects could prevent the realization of our targeted returns on capital in drilling or acquisition activities.

Our business involves many operating risks that may result in substantial losses for which insurance may be unavailable or inadequate.

Our operations are subject to hazards and risks inherent in drilling for oil and gas, such as fires, natural disasters, explosions, formations with abnormal pressures, casing collapses, uncontrollable flows of underground gas, blowouts, surface cratering, pipeline ruptures or cement failures. Other such risks include theft, vandalism, environmental hazards such as natural gas leaks, oil spills and discharges of toxic gases. Any of these risks can cause substantial losses resulting from:

·

injury or loss of life;

·

damage to, loss of or destruction of, property, natural resources and equipment;

·

pollution and other environmental damages;

·

regulatory investigations, civil litigation and penalties;

·

damage to our reputation;

·

suspension of our operations; and

·

costs related to repair and remediation.

In addition, our liability for environmental hazards may include conditions created by the previous owners of properties that we purchase or lease.

We maintain insurance coverage against some, but not all, potential losses. We do not believe that insurance coverage for all environmental damages that could occur is available at a reasonable cost. Losses could occur for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage. The occurrence of an event that is not fully covered by insurance could harm our financial condition and results of operation.

We may not be able to generate enough cash flow to meet our debt obligations.

At December 31, 2013,2014, our long-term debt consisted of $750 million of 4.375% senior notes due in 2024 and $750 million of 5.875% senior notes and $174 million of bank debt.due in 2022. In addition to interest expense and principal on our long-term debt, we have demands on our cash resources including, among others, operating expenses and capital expenditures.

Our ability to pay the principal and interest on our long-term debt and to satisfy our other liabilities will depend upon future performance and our ability to repay or refinance our debt as it becomes due. Our future operating performance and ability to refinance will be affected by economic and capital market conditions, results of operations and other factors, many of which are beyond our control. Our ability to meet our debt service obligations also may be impacted by changes in prevailing interest rates, as borrowing under our existing senior revolving credit facility bears interest at floating rates.

24


We may not generate sufficient cash flow from operations. Without sufficient cash flow, there may not be adequate future sources of capital to enable us to service our indebtedness or to fund our other liquidity


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needs. If we are unable to service our indebtedness and fund our operating costs, we will be forced to adopt alternative strategies that may include:

·

reducing or delaying capital expenditures;

·

seeking additional debt financing or equity capital;

·

selling assets; or

·

restructuring or refinancing debt.

We may be unable to complete any such strategies on satisfactory terms, if at all. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms, would materially and adversely affect our financial condition and results of operations.

The instruments governing our indebtedness contain various covenants limiting the discretion of our management in operating our business.

The indenture governing our senior notes and our credit agreement contain various restrictive covenants that may limit management's discretion in certain respects. In particular, these agreements limit Cimarex's and its subsidiaries' ability to, among other things:

·

pay dividends on, redeem or repurchase our capital stock or redeem or repurchase our subordinated debt;

·

make loans to others;

·

make investments;

·

incur additional indebtedness or issue preferred stock;

·

create certain liens;

·

sell assets;

·

enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us;

·

consolidate, merge or transfer all, or substantially all, of our assets and our restricted subsidiaries;

·

engage in transactions with affiliates;

·

enter into hedging contracts;

·

create unrestricted subsidiaries; and

·

enter into sale and leaseback transactions.

In addition, our revolving credit agreement requires us to maintain a debt to EBITDA ratio (as defined in the credit agreement) of not more than 3.5 and a current ratio (defined to include undrawn borrowings) of greater than 1.0. Also, the indenture, under which we issued our senior unsecured notes, restricts us from incurring additional indebtedness, subject to certain exceptions, unless our fixed charge coverage ratio (as defined in the indenture) is at least 2.25. The

25


additional indebtedness limitation does not prohibit us from borrowing under our revolving credit facility. See Note 52 to the Consolidated Financial Statements for further information.

If we fail to comply with the restrictions in the indenture governing our senior notes or the agreement governing our credit facility or any other subsequent financing agreements, a default may allow the creditors, if the agreements so provide, to accelerate the related indebtedness as well as any other


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indebtedness to which a cross-acceleration or cross-default provision applies. In addition, lenders may be able to terminate any commitments they had made to make available further funds.

Our acquisition activities may not be successful, which may hinder our replacement of reserves and adversely affect our results of operations.

The successful acquisition of producing properties requires an assessment of several factors, including:

·

geological risks and recoverable reserves;

·

future oil and gas prices and their appropriate market differentials;

·

operating costs; and

·

potential environmental risks and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Inspections will not likely be performed on every well or facility, and structural and environmental problems are not necessarily observable even when an inspection is undertaken. Furthermore, the seller may be unwilling or unable to provide effective contractual protection against all or part of the identified problems.

We may lose leases if production is not established within the time periods specified in the leases.

Unless production is established within the spacing units covering the undeveloped acres on which some of the locations are identified, the leases for such acreage will expire. If we are not able to renew leases before they expire, any proved undeveloped reserves associated with such leases will be removed from our proved reserves. The combined net acreage expiring in the next three years represents 6.7% of our total net undeveloped acreage at December 31, 2014. At that date, we had leases representing 56,278 net acres expiring in 2015, 263,486 net acres expiring in 2016, and 79,551 net acres expiring in 2017. Our actual drilling activities may materially differ from those presently identified, which could adversely affect our business.

Our disposition activities may be subject to factors beyond our control, and in certain cases we may retain unforeseen liabilities for certain matters.

We regularly sell non-core assets in order to increase capital resources available for other core assets and to create organizational and operational efficiencies. We also occasionally sell interests in core assets for the purpose of accelerating the development and increasing efficiencies in such core assets. Various factors could materially affect our ability to dispose of such assets, including the approvals of governmental agencies or third parties and the availability of purchasers willing to acquire the assets with terms we deem acceptable.

Sellers often retain certain liabilities or agree to indemnify buyers for certain matters related to the sold assets. The magnitude of any such retained liability or of the indemnification obligation is difficult to quantify at the time of the transaction and ultimately could be material. Also, as is typical in divestiture transactions, third parties may be unwilling to release the company from guarantees or other credit support provided prior to the sale of the divested assets. As a result, after a divestiture, the company may remain secondarily liable for the obligations guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations.

26


Competition for experienced, technical personnel may negatively impact our operations.

Our exploratory and development drilling success depends, in part, on our ability to attract and retain experienced professional personnel. The loss of any key executives or other key personnel could have a material adverse effect on our operations. As we continue to grow our asset base and the scope of our operations, our future profitability will depend on our ability to attract and retain qualified personnel, particularly individuals with a strong background in geology, geophysics, engineering and operations.

We are involved in various legal proceedings, the outcome of which could have an adverse effect on our liquidity.

In the normal course of business, we have various lawsuits and related disputed claims, including but not limited to claims concerning title, royalty payments, environmental issues, personal injuries, and contractual issues. Although we currently believe the resolution of these lawsuits and claims, individually or in the aggregate, would not have a material adverse effect on our financial condition or results of operations, our assessment of our current litigation and other legal proceedings could change in light of the discovery of facts with respect to legal actions or other proceedings pending against us not presently known to us or determinations by judges, juries or other finders of fact that are not in accord with our evaluation of the possible liability or outcome of such proceedings. Therefore, there can be no assurance that outcomes of future legal proceedings would not have an adverse effect on our liquidity and capital resources.

Certain federal income tax deductions currently available with respect to natural gas and oil exploration and development may be eliminated, as a result of future legislation.

Various proposals have been made recommending the elimination of certain key U.S. federal income tax incentives currently available to oil and natural gas exploration and production companies. Legislation is often introduced in Congress which would implement many of these proposals. These changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and gas properties; (ii) the elimination of current deductions for intangible drilling and development costs; and (iii) an extension of the amortization period for certain geological and geophysical expenditures. It is unclear, however, whether any such changes will be enacted or how soon such changes could be effective.


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The passage of this legislation or any other similar change in U.S. federal income tax law could eliminate or postpone certain tax deductions that are currently available with respect to oil and natural gas and oil exploration and development, and any such change could have an adverse effect on our financial position.

The refining industry may be unable to absorb rising U.S. oil and condensate production; in such a case, the resulting surplus could depress prices and restrict the availability of markets.

The export of oil and certain condensates is restricted under U.S. law. Absent a change in this law or an expansion of U.S. refining capacity, rising U.S. production of oil and condensate could result in a surplus of these products, which could cause prices for these commodities to fall and markets to constrict. If this occurs, our returns on our capital projects would decline, which could make some of our drilling plans uneconomic and which could require us to shut in some of our production. This could have a material adverse effect on our cash flow and profitability.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

Oil and Gas Reserves

        All of our proved reserves and undeveloped acreage are located in the United States. We have varying levels of ownership interests in our properties consisting of working, royalty and overriding royalty interests. We operate the wells that comprise 75% of our proved reserves. All information in this Form 10-K relating to oil and gas reserves is net to our interest unless stated otherwise. See Note 15 to the Consolidated Financial Statements for further information. The following table sets forth the present value and estimated volume of our oil and gas proved reserves:

27


 
 Years Ending December 31, 
 
 2013 2012 2011 

Total Proved Reserves:

          

Gas (MMcf)

  1,293,500  1,251,863  1,216,441 

Oil (MBbls)

  108,533  77,921  72,322 

NGL (MBbls)

  92,044  89,909  65,815 

Equivalent (MMcfe)

  2,496,964  2,258,844  2,045,265 

Standardized measure of discounted future net cash flow after-tax, discounted at 10% (in millions)

 
$

3,598.9
 
$

2,908.7
 
$

3,139.8
 

Average price used in calculation of future net cash flow:

  
 
  
 
  
 
 

Gas ($/Mcf)

 $3.01 $2.27 $3.79 

Oil ($/Bbl)

 $92.74 $88.91 $89.64 

NGL ($/Bbl)

 $28.42 $29.12 $41.70 

        Proved oil and gas reserve quantities are based on estimates prepared by Cimarex in accordance with the SEC's modernized rules for reporting oil and gas reserves. Reserve definitions comply with definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the SEC. All of our reserve estimates are maintained by our internal Corporate Reservoir Engineering group, which is comprised of reservoir engineers and engineering technicians. The objectives and management of this group are separate from and independent of the exploration and production functions of the company. The primary objective of our Corporate Reservoir Engineering group is to maintain accurate forecasts on all properties of the company through ongoing monitoring and timely updates of operating and economic parameters (production forecasts, prices and regional differentials, operating expenses, ownership, etc.) in accordance with guidelines established by the SEC. This separation of function and responsibility is a key internal control.

        Cimarex engineers are responsible for estimates of proved reserves. Corporate engineers interact with the exploration and production departments to ensure all available engineering and geologic data is taken into account prior to establishing or revising an estimate. After preparing the reserves update, the corporate engineers review their recommendations with the Vice President of Corporate Engineering. After approval from the Vice President of Corporate Engineering, the revisions are entered into our reserves database by the engineering technician.


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        During the course of the year, the Vice President of Corporate Engineering presents summary reserves information to Senior Management and to our Board of Directors for their review. From time to time, the Vice President of Corporate Engineering will also confer with the Vice President of Exploration, Chief Operating Officer and the Chief Executive Officer regarding specific reserves-related issues. In addition, Corporate Reservoir Engineering maintains a set of basic guidelines and procedures to ensure that critical checks and reviews of the reserves database are performed on a regular basis.

        Together, these internal controls are designed to promote a comprehensive, objective and accurate reserves estimation process. As an additional confirmation of the reasonableness of our internal estimates, DeGolyer and MacNaughton, an independent petroleum engineering consulting firm, reviewed greater than 80% of the total future net revenue discounted at 10% attributable to the total interests owned by Cimarex as of December 31, 2013. The individual primarily responsible for overseeing the review is a Senior Vice President with DeGolyer and MacNaughton and a Registered Professional Engineer in the State of Texas with over thirty-nine years of experience in oil and gas reservoir studies and evaluations.

        The technical employee primarily responsible for overseeing the oil and gas reserves estimation process is Cimarex's Vice President of Corporate Engineering. This individual graduated from the Colorado School of Mines with a Bachelor of Science degree in Engineering and has more than nineteen years of practical experience in oil and gas reservoir evaluation. He has been directly involved in the annual reserves reporting process of Cimarex since 2002 and has served in his current role for the past nine years.

Significant Properties

        As of December 31, 2013, 59% of our total proved reserves were located in our Mid-Continent region and 40% were in the Permian Basin. In total we owned an interest in 12,079 gross (4,160 net) productive oil and gas wells.

        The following table summarizes our estimated proved oil and gas reserves by region as of December 31, 2013.

 
 Gas
(Bcf)
 Oil
(MBbl)
 NGL
(MBbl)
 Equivalent
(Bcfe)
 Percent of
Proved
Reserves
 

Mid-Continent

  939.2  21,656  65,335  1,461.1  59%

Permian Basin

  336.0  85,532  26,157  1,006.2  40%

Other

  18.3  1,345  552  29.7  1%
            

  1,293.5  108,533  92,044  2,497.0  100%
            
            

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        Our ten largest producing fields hold 69% of total proved reserves. We are the principal operator of our production in each of these fields. The table below summarizes certain key statistics about these properties.

Field
 Region % of
Total
Proved
Reserves
 Average
Working
Interest %
 Approximate
Average Depth
(feet)
 Primary Formation

Watonga-Chickasha (Cana)

 Mid-Continent  43.0  38.1 13,000' Woodford

Lusk

 Permian Basin  6.8  60.7 9,500' Bone Spring

Two Georges

 Permian Basin  3.4  93.1 11,500' Bone Spring

Phantom

 Permian Basin  2.8  57.7 11,500' Bone Spring

Ford, West

 Permian Basin  5.0  62.3 9,500' Wolfcamp

Caprock

 Permian Basin  1.2  74.2 9,000' Abo

Sandbar

 Permian Basin  2.2  64.1 7,500' Bone Spring

Quail Ridge

 Permian Basin  1.4  57.5 8,000' - 13,000' Bone Spring/Morrow

Cottonwood Draw

 Permian Basin  2.1  75.2 3,000' - 10,000' Delaware/Wolfcamp

Benson

 Permian Basin  1.4  95.0 9,500' Bone Spring
            

    69.3       
            
            

Acreage

        The following table sets forth the gross and net acres of both developed and undeveloped leases held by Cimarex as of December 31, 2013. Gross acres are the total number of acres in which we own a working interest. Net acres are the gross acres multiplied by our working interest.

 
 Acreage 
 
 Undeveloped Developed Total 
 
 Gross Net Gross Net Gross Net 

Mid-Continent

                   

Kansas

  19,293  19,184  118,271  86,768  137,564  105,952 

Oklahoma

  104,708  81,216  523,576  273,651  628,284  354,867 

Texas

  57,975  47,332  220,032  144,538  278,007  191,870 
              

  181,976  147,732  861,879  504,957  1,043,855  652,689 

Permian Basin

                   

New Mexico

  97,024  70,264  192,962  135,693  289,986  205,957 

Texas

  159,884  133,591  167,881  123,722  327,765  257,313 
              

  256,908  203,855  360,843  259,415  617,751  463,270 

Other

                   

Arizona

  2,107,906  2,107,906  17,207    2,125,113  2,107,906 

California

  381,422  381,422  364  364  381,786  381,786 

Colorado

  68,188  44,408  36,246  2,127  104,434  46,535 

Gulf of Mexico

  25,000  13,000  53,388  12,693  78,388  25,693 

Louisiana

  5,362  1,601  11,853  3,045  17,215  4,646 

Michigan

  31,794  31,716  1,183  1,183  32,977  32,899 

Montana

  35,067  10,311  8,439  1,943  43,506  12,254 

Nevada

  1,196,299  1,196,299  440  1  1,196,739  1,196,300 

New Mexico

  1,643,251  1,629,406  19,065  2,518  1,662,316  1,631,924 

Texas

  47,469  21,698  103,367  35,623  150,836  57,321 

Utah

  86,068  59,433  26,171  1,572  112,239  61,005 

Wyoming

  104,364  14,663  44,689  5,135  149,053  19,798 

Other

  95,200  79,249  8,663  3,232  103,863  82,481 
              

  5,827,390  5,591,112  331,075  69,436  6,158,465  5,660,548 
              

Total

  6,266,274  5,942,699  1,553,797  833,808  7,820,071  6,776,507 
              
              

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        The table below summarizes by year and region our undeveloped acreage expirations in the next five years. In most cases the drilling of a commercial well will hold the acreage beyond the expiration.

 
 Undeveloped Acres Expiring 
 
 2014 2015 2016 2017 2018 
 
 Gross Net Gross Net Gross Net Gross Net Gross Net 

Mid-Continent

  23,255  22,991  10,586  10,505  16,913  16,904  21  21     

Permian Basin

  12,552  12,071  48,237  45,480  27,128  26,522  4,761  4,749  8,153  7,833 

Other

  14,051  13,671  19,847  19,847  201,227  201,227  52,722  52,715  31,884  31,884 
                      

  49,858  48,733  78,670  75,832  245,268  244,653  57,504  57,485  40,037  39,717 

Percent of undeveloped

  
0.8

%
 
0.8

%
 
1.3

%
 
1.3

%
 
3.9

%
 
4.1

%
 
0.9

%
 
1.0

%
 
0.6

%
 
0.7

%

Gross Wells Drilled

        We participated in drilling the following number of gross wells during calendar years 2013, 2012, and 2011:

 
 Exploratory Developmental 
 
 Productive Dry Total Productive Dry Total 

Year ended December 31, 2013

  1  3  4  359  2  361 

Year ended December 31, 2012

  8  5  13  328  11  339 

Year ended December 31, 2011

  3  7  10  314  7  321 

        We were in the process of drilling 29 gross (18.7 net) wells at December 31, 2013, and there were 82 gross (36.7 net) wells waiting on completion.

Net Wells Drilled

        The number of net wells drilled during calendar years 2013, 2012, and 2011 are shown below:

 
 Exploratory Developmental 
 
 Productive Dry Total Productive Dry Total 

Year ended December 31, 2013

  1.0  2.4  3.4  181.0  1.0  182.0 

Year ended December 31, 2012

  6.3  2.6  8.9  177.0  6.1  183.1 

Year ended December 31, 2011

  2.5  6.2  8.7  158.9  5.9  164.8 

Productive Wells

        We have working interests in the following productive wells as of December 31, 2013:

 
 Gas Oil 
 
 Gross Net Gross Net 

Mid-Continent

  4,523  2,271  947  271 

Permian Basin

  1,049  523  4,331  945 

Other

  379  103  850  47 
          

  5,951  2,897  6,128  1,263 
          
          

Table of Contents

ITEM 3.  LEGAL PROCEEDINGS
PROCEEDING
S

        In January 2009,The information set forth under the Tulsa County District Court issued a judgment totaling $119.6 millionheading “Litigation” in theH.B. Krug, et al. versus Helmerich & Payne, Inc. (H&P) case. This lawsuit originally was filed in 1998 and addressed H&P's conduct pertaining to a 1989 take-or-pay settlement, along with potential drainage and other related issues. Pursuant to the 2002 spin-off transaction to stockholders of H&P, Cimarex assumed the assets and liabilities of H&P's exploration and production business, including this lawsuit. In 2008, we recorded litigation expense of $119.6 million for this lawsuit and began accruing additional post-judgment interest and costs. On August 18, 2011, the Oklahoma Court of Appeals issued an Opinion regarding theKrug litigation. The Oklahoma Court of Appeals reversed and remanded the $112.7 million disgorgement of profits award, holding the District Court erred in failing to make the required findings of fact and conclusions of law. In all other respects, the Court of Appeals affirmed the judgment, including damages of $6.845 million. On February 13, 2012, the Oklahoma Supreme Court granted Cimarex's Petition for Certiorari, which requested a reviewNote 11 of the affirmed portion of the judgment. On December 10, 2013, the Oklahoma Supreme Court reversed the trial court's original judgment of $119.6 million and affirmed an alternative jury verdict for $3.65 million. In light of the Oklahoma Supreme Court's ruling, on December 31, 2013, we reduced previously recognized litigation expense and the associated long-term liability by $142.8 million. A portion of our anticipated remaining liability includes estimates for amounts yet to be adjudicated. These estimates are likely to change. On December 30, 2013, the Plaintiffs filed a Petition for Rehearing with the Oklahoma Supreme Court. On February 24, 2014, the Oklahoma Supreme Court denied the Plaintiffs' Petition for Rehearing. Our assessments and estimates likely will change in the future as a result of legal proceedings that cannot be predicted at this time.

        On December 11, 2012, Cimarex entered into a preliminary resolution of theHitch Enterprises, Inc., et al. v. Cimarex Energy Co., et al. (Hitch) litigation matter for $16.4 million.Hitch is a statewide royalty class action pending in the Federal District Court in Oklahoma City, Oklahoma. The settlement was reached at a mediation, which occurred after the parties began to exchange information, including damage analyses, on November 16, 2012. On July 2, 2013, the Court entered a judgment approving the parties' settlement. The judgment became final and unappealable on August 2, 2013. Cimarex distributed the settlement proceeds pursuant to the Court's order in September 2013 and the administration of the settlement is ongoing.

        Additional information regarding these and other litigation is included in Note 13Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report.Annual Report on Form 10-K is incorporated by reference in response to this item.

ITEM 4.  MINE SAFETY DISCLOSURES
DISCLOSURE
S

Not applicable.


28


Table of Contents

PART II


PART II

ITEM 5.  MARKETMARKET FOR THE REGISTRANT'SREGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our $0.01 par value common stock trades on the New York Stock Exchange (NYSE) under the symbol XEC. A cash dividend was paid to stockholders in each quarter of 2013.2014. Future dividend payments will depend on the company'scompany’s level of earnings, financial requirements and other factors considered relevant by the Board of Directors.

Stock Prices and Dividends by Quarter.  The following table sets forth, for the periods indicated, the high and low sales price per share of Common Stock on the NYSE and the quarterly dividends paid per share.

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

Paid Per

2014

    

High

    

Low

    

Share

First Quarter

 

$

121.71 

 

$

92.38 

 

$

0.14 

Second Quarter

 

$

143.75 

 

$

111.49 

 

$

0.16 

Third Quarter

 

$

150.71 

 

$

125.25 

 

$

0.16 

Fourth Quarter

 

$

129.12 

 

$

96.02 

 

$

0.16 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

Paid Per

2013
 High Low Dividends
Paid Per
Share
 

    

High

    

Low

    

Share

First Quarter

 $79.69 $56.96 $0.12 

 

$

79.69 

 

$

56.96 

 

$

0.12 

Second Quarter

 $76.61 $62.98 $0.14 

 

$

76.61 

 

$

62.98 

 

$

0.14 

Third Quarter

 $97.60 $65.17 $0.14 

 

$

97.60 

 

$

65.17 

 

$

0.14 

Fourth Quarter

 $113.03 $94.11 $0.14 

 

$

113.03 

 

$

94.11 

 

$

0.14 

 

2012
 High Low Dividends
Paid Per
Share
 

First Quarter

 $87.85 $55.87 $0.10 

Second Quarter

 $76.74 $46.19 $0.12 

Third Quarter

 $63.91 $50.03 $0.12 

Fourth Quarter

 $64.26 $55.74 $0.12 

 

The closing price of Cimarex stock as reported on the New York Stock Exchange on February 14, 2014,13, 2015, was $109.26.$112.01. At December 31, 2013, Cimarex's 87,152,1972014, Cimarex’s  87,592,535 shares of outstanding common stock were held by approximately 2,1932,148 stockholders of record.

The following table sets forth information with respect to the equity compensation plans available to directors, officers, and employees of the company at December 31, 2013:2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(c)

 

 

 

 

 

 

 

Number of securities

 

 

(a)

 

 

 

 

remaining available

 

 

Number of securities

 

(b)

 

for future issuance

 

 

to be issued upon

 

Weighted-average

 

under equity

 

 

exercise of

 

exercise price of

 

compensation plans

 

 

outstanding options,

 

outstanding options,

 

(excluding securities

Plan Category

 

warrants, and rights

 

warrants, and rights

 

reflected in column (a))

Equity compensation plans approved by security holders

 

384,082 

 

$

78.19 

 

5,331,312 

Equity compensation plans not approved by security holders

 

 —

 

 

 —

 

 —

Total

 

384,082 

 

$

78.19 

 

5,331,312 

29


Plan Category
 (a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
 (b)
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
 (c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column(a))
 

Equity compensation plans approved by security holders

  531,016 $59.78  1,809,228 

Equity compensation plans not approved by security holders

       
        

Total

  531,016 $59.78  1,809,228 
        
        

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In June 2014, Cimarex was added to the S&P 500.    The following graph compares the cumulative 5-year total return attained by stockholders on Cimarex Energy Co.'s’s common stock relative to the cumulative total returns of the S&P 500 index, and the Dow Jones US Exploration & Production index, and the S&P Oil & Gas Exploration & Production index. The graph tracks the performance of a $100 investment in our


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common stock and in each of the indexes (with the reinvestment of all dividends) from December 31, 20082009 to December 31, 2013.2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 12/08 12/09 12/10 12/11 12/12 12/13 

 

12/2009

 

12/2010

 

12/2011

 

12/2012

 

12/2013

 

12/2014

Cimarex Energy Co.

 $100.00 $199.28 $334.53 $235.04 $220.81 $404.04 

 

$

100.00 

 

$

167.87 

 

$

117.94 

 

$

110.80 

 

$

202.75 

 

$

205.90 

S&P 500

 $100.00 $126.46 $145.51 $148.59 $172.37 $228.19 

 

$

100.00 

 

$

115.06 

 

$

117.49 

 

$

136.30 

 

$

180.44 

 

$

205.14 

Dow Jones US Exploration & Production

 $100.00 $140.56 $164.09 $157.22 $166.37 $219.35 

 

$

100.00 

 

$

116.74 

 

$

111.85 

 

$

118.36 

 

$

156.05 

 

$

139.24 

S&P Oil & Gas Exploration & Production

 

$

100.00 

 

$

109.28 

 

$

102.25 

 

$

105.98 

 

$

135.11 

 

$

120.81 

 

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Stock Repurchases.  In December 2005, the Board of Directors authorized the repurchase of up to four million shares of our common stock. The authorization expired on December 31, 2011. Through December 31, 2007, we had repurchased and cancelled a total of 1,364,300 shares at an overall average price of $39.05. No shares have been repurchased since the quarter ended September 30, 2007.


30


ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data set forth below should be read in conjunction with the Consolidated Financial Statements and accompanying notes thereto provided in Item 8 of this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

    

2014

    

2013

    

2012

 

2011

    

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions, except per share and proved reserves amounts)

Operating Results:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil, gas and NGL sales

 

$

2,373 

 

$

1,953 

 

$

1,582 

 

$

1,704 

 

$

1,559 

Total Revenues

 

$

2,424 

 

$

1,998 

 

$

1,624 

 

$

1,758 

 

$

1,614 

Net income (loss)

 

$

507 

 

$

565 

 

$

354 

 

$

530 

 

$

575 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share to common Stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

5.79 

 

$

6.48 

 

$

4.08 

 

$

6.17 

 

$

6.74 

Diluted

 

$

5.78 

 

$

6.47 

 

$

4.07 

 

$

6.15 

 

$

6.70 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.64 

 

$

0.56 

 

$

0.48 

 

$

0.40 

 

$

0.32 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

$

406 

 

$

 

$

70 

 

$

 

$

114 

Oil and Gas Properties, net

 

$

6,904 

 

$

5,966 

 

$

5,005 

 

$

4,126 

 

$

2,922 

Goodwill

 

$

620 

 

$

620 

 

$

620 

 

$

620 

 

$

620 

Total assets

 

$

8,725 

 

$

7,253 

 

$

6,305 

 

$

5,358 

 

$

4,287 

Long-term Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

1,500 

 

$

924 

 

$

750 

 

$

405 

 

$

350 

Deferred Income Taxes

 

$

1,755 

 

$

1,460 

 

$

1,121 

 

$

904 

 

$

548 

Other

 

$

194 

 

$

164 

 

$

313 

 

$

302 

 

$

267 

Stockholders' equity

 

$

4,501 

 

$

4,022 

 

$

3,475 

 

$

3,131 

 

$

2,610 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flow provided by operating activities

 

$

1,619 

 

$

1,324 

 

$

1,193 

 

$

1,292 

 

$

1,130 

Net cash used in investing activities

 

$

(1,740)

 

$

(1,531)

 

$

(1,415)

 

$

(1,429)

 

$

(978)

Net cash provided by (used in) financing activities

 

$

522 

 

$

142 

 

$

289 

 

$

25 

 

$

(41)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proved Reserves:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil (MBbls)

 

 

118,992 

 

 

108,533 

 

 

77,921 

 

 

72,322 

 

 

63,656 

Gas (Bcf)

 

 

1,667 

 

 

1,294 

 

 

1,252 

 

 

1,216 

 

 

1,254 

NGL (MBbls)

 

 

125,273 

 

 

92,044 

 

 

89,909 

 

 

65,815 

 

 

41,310 

Total equivalent (Bcfe)

 

 

3,132 

 

 

2,497 

 

 

2,259 

 

 

2,045 

 

 

1,884 

31


 
 For the Years Ended December 31, 
 
 2013 2012 2011 2010 2009 
 
 (in millions, except per share amounts)
 

Operating results:

                

Gas, oil and NGL sales

 $1,953 $1,582 $1,704 $1,559 $962 

Total Revenues

  1,998  1,624  1,758  1,614  1,010 

Net income (loss)

  565  354  530  575  (312)

Earnings (loss) per share to common Stockholders:

  
 
  
 
  
 
  
 
  
 
 

Basic

 $6.48 $4.08 $6.17 $6.74 $(3.82)

Diluted

 $6.47 $4.07 $6.15 $6.70 $(3.82)

Cash dividends declared per share

 
$

0.56
 
$

0.48
 
$

0.40
 
$

0.32
 
$

0.24
 

Balance sheet data:

                

Total assets

 $7,253 $6,305 $5,358 $4,287 $3,374 

Total debt

 $924 $750 $405 $350 $393 

Stockholders' equity

 $4,022 $3,475 $3,131 $2,610 $2,038 

Cash flow data:

  
 
  
 
  
 
  
 
  
 
 

Net cash provided by operating activities

 $1,324 $1,193 $1,292 $1,130 $675 

Net cash used in investing activities          

 $(1,531)$(1,415)$(1,429)$(978)$(444)

Net cash provided by (used in) financing activities

 $142 $289 $25 $(41)$(230)

Proved Reserves:

  
 
  
 
  
 
  
 
  
 
 

Gas (Bcf)

  1,294  1,252  1,216  1,254  1,187 

Oil (MBbls)

  108,533  77,921  72,322  63,656  56,764 

NGL (MBbls)

  92,044  89,909  65,815  41,310  1,253 

Total equivalent (Bcfe)

  2,497  2,259  2,045  1,884  1,535 

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ITEM 7.  MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements included in Item 8 of this report and also with"Certain Risks"“Risk Factors” in Item 1A of this report. Certain amounts in prior years' financial statements have been reclassified to conform to the 2013 financial statement presentation. This discussion also includes forward-looking statements. Please refer to "Cautionary Information about Forward-Looking Statements" in Part I of this report for important information about these types of statements.

OVERVIEW

Cimarex is an independent oil and gas exploration and production company. Our operations are entirely located in the United States, mainly in Oklahoma, Texas and New Mexico.    Our operations currently are focused in two main areas: the Permian Basin and the Mid-Continent region. Our Permian Basin region encompasses west Texas and southeast New Mexico. Our Mid-Continent region consists of Oklahoma and the Texas Panhandle.

Our principal business objective is to profitably grow proved reserves and production for the long-term benefit of our stockholders through a diversified drilling portfolio. Our strategy centers on maximizing cash flow from producing properties and profitably reinvesting that cash flow in exploration and development. We occasionally consider property acquisitions, dispositions and occasional mergers to enhance our competitive position.


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        In orderWe believe that detailed technical analysis, operational focus and a disciplined capital investment process mitigates risk and positions us to continue to achieve a consistent rate of growthprofitable increases in proved reserves and mitigate risk, we have historically maintained aproduction.  Our diversified drilling portfolio of exploration and development projects targeting both oil and gas. We seek geologic and geographic diversification by operating in multiple basins. In recent years, we have shifted our capital expenditureslimited long-term commitments provide the flexibility to oil and liquids-rich gas projects because of strong oil prices relativerespond quickly to gas prices. We deal with volatility in commodity prices by maintaining flexibility in our capital investment program. In addition, we periodically hedge a portion of our oil and/or gas production to mitigate our potential exposure to price declines and the corresponding negative impact on cash flow available for investment.industry volatility.

        Our operations currently are focused in two main areas: the Permian Basin and the Mid-Continent regions. Our Permian Basin region encompasses west Texas and southeast New Mexico. The Mid-Continent region consists of Oklahoma, the Texas Panhandle, and southwest Kansas.

Growth is generally funded with cash flow provided by operating activities together with bank borrowings, sales of non-strategic assets and occasional public financing. Conservative use of leverage and maintaining a strong balance sheet havehas long been a part of our financial strategy. We havebelieve that maintaining a long track recordstrong balance sheet mitigates financial risk and enables us to withstand low prices.

2014 Summary of profitable growth.

2013 Summary

        Our drilling activities were focused almost exclusively in theour Permian Basin and Mid-Continent regions. During 2013, we drilled and completed 365 gross (185 net) wells. Of total wells drilled, 175 gross (115 net) wereWe participated in the Permian Basindrilling and 183completion of 312 gross (65(175 net) were in the Mid-Continent.wells, 185 of which we operated.

        AtTotal debt at December 31, 2013,2014 was $1.5 billion comprised entirely of long-term debt totaled $924 million andsenior notes.  Cash on hand was comprised of $750 million of senior notes and $174 million of borrowings under our senior unsecured revolving credit facility. In April 2013, the borrowing base on our credit facility was increased$405.9 million.  Our stockholders’ equity grew to $4.5 billion from $2$4.0 billion to $2.25 billion.a year earlier.

Proved Reserves

32


 
 2013 2012 
 
 Gas
(MMcf)
 Oil
(MBbl)
 NGL
(MBbl)
 Total Gas
Equivalents
(MMcfe)
 Gas
(MMcf)
 Oil
(MBbl)
 NGL
(MBbl)
 Total Gas
Equivalents
(MMcfe)
 

Total proved reserves:

                         

Permian Basin

  336,016  85,532  26,157  1,006,152  233,236  58,623  18,634  696,782 

Mid-Continent

  939,224  21,656  65,335  1,461,170  996,747  17,984  70,615  1,528,341 

Other

  18,260  1,345  552  29,642  21,880�� 1,314  660  33,721 
                  

Total

  1,293,500  108,533  92,044  2,496,964  1,251,863  77,921  89,909  2,258,844 
                  
                  

Table of Contents

Proved Reserves

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2014

 

 

    

 

    

 

    

Total Gas

 

Gas

 

Oil

 

NGL

 

Equivalents

 

(MMcf)

 

(MBbl)

 

(MBbl)

 

(MMcfe)

Permian Basin

370,729 

 

90,081 

 

35,253 

 

1,122,734 

Mid-Continent

1,280,234 

 

27,791 

 

89,621 

 

1,984,709 

Other

15,770 

 

1,120 

 

399 

 

24,880 

Total

1,666,733 

 

118,992 

 

125,273 

 

3,132,323 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2013

 

 

    

 

    

 

    

Total Gas

 

Gas

 

Oil

 

NGL

 

Equivalents

 

(MMcf)

 

(MBbl)

 

(MBbl)

 

(MMcfe)

Permian Basin

336,016 

 

85,532 

 

26,157 

 

1,006,152 

Mid-Continent

939,224 

 

21,656 

 

65,335 

 

1,461,170 

Other

18,260 

 

1,345 

 

552 

 

29,642 

Total

1,293,500 

 

108,533 

 

92,044 

 

2,496,964 

Year-end 20132014 proved reserves grew 11%25% to 2.53.1 Tcfe, up from 2.32.5 Tcfe at year-end 2012.2013. Proved natural gas reserves were 1.7 Tcfe, and both oil reserves increased by 39% from 77.9 MMBbl to 108.5 MMBbl. Totaland NGLs contributed 0.7 Tcfe each.  Increases in the Mid-Continent’s proved reserves were 80% developed and 52% gas. Approximately 59%accounted for 82%  of 2013 proved reserves were in our Mid-Continent region and 40% in the Permian Basin.

        Permian Basin proved reserves increased 44%year-over-year increase and the region now represents 40%63% of the company'scompany’s total proved reserves. ProvedThe remainder of the increase was from the Permian Basin, where most of the rest of our proved reserves in the Mid-Continent region decreased 4% due to revisions and lower proved undeveloped reserves.are located.

Reserves added from extensions and discoveries totaled 727 Bcfe. Oil accounted for 40%813.9 Bcfe, of total reserve additions withwhich 52% was from natural gas representing 39% and growth in NGL volumes comprising 21%. The Permian region accounts for 67% of the 2013 reserve additions.

gas.  During 2013,2014, we had net negativepositive reserve revisions of 216104.9 Bcfe.  Approximately 208This included positive revisions of 16.1 Bcfe of thedue to prices offset by negative revisions relatesof 24.6 Bcfe due to increases in operating expenses, which shortened the economic lives of properties.  Performance revisions were a net positive 113.4 Bcfe.  This net increase was primarily due to better than expected performance of certain wells drilled in our Cana-Woodford shale development project.PUD reserves converted to proved developed reserves during the year.  

The process of estimating quantities of oil, gas and NGL reserves is complex. Significant decisions are required in the evaluation of all available geological, geophysical, engineering and economic data. The data for a given field may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history, contractual arrangements and continual reassessment of the viability of production under varying economic conditions. As a result, material revisions to existing reserve estimates may occur from time to time.

Although every reasonable effort is made to ensure that our reserve estimates represent the most accurate assessments possible, subjective decisions and available data for our various fields make these estimates generally less precise than other estimates included in financial statement disclosures. See Note 15 to the Consolidated Financial Statements“Supplemental Oil and Gas Information” in Item 8 of this report for further discussion regarding our proved reserves.

Revenues

        MostAlmost all of our revenues are derived from sales of oil, natural gas and NGL production. OurIncreases or decreases in our revenue, profitability and future production growth are highly dependent on the commodity prices we receive.  ComparedCommodity prices are market driven and future prices will continue to 2012,fluctuate due to supply and demand factors, seasonality and geopolitical and economic factors. 

33


Oil sales contributed 55% of our 2013 averagetotal production revenue for 2014.  Gas sales accounted for 29% and NGL sales contributed 16%.  A $1.00 per barrel change in our realized oil price would have resulted in a $15.6 million change in revenues.  A $0.10 per Mcf change in our realized gas price increasedwould have resulted in a $15.5 million change in our gas revenues.  A $1.00 per barrel change in NGL prices would have changed revenues by 31%. Our average realized oil price increased by 5%. Our average realized NGL price decreased 4%. Prices we receive are determined by prevailing market conditions. Regional and worldwide economic and geopolitical activity, weather and other factors influence market conditions, which often result in significant volatility in commodity prices.$11.3 million.

The following table presents our average realized commodity prices. Realized prices do not include settlements of our commodity hedging contracts.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2014

    

2013

    

2012

Oil Prices:

 

 

 

 

 

 

 

 

 

Average realized sales price ($/Bbl)

 

$

83.70 

 

$

93.44 

 

$

89.25 

Average WTI Midland price ($/Bbl)

 

$

86.18 

 

$

95.33 

 

$

91.24 

Average WTI Cushing price ($/Bbl)

 

$

93.01 

 

$

97.97 

 

$

94.20 

Gas Prices:

 

 

 

 

 

 

 

 

 

Average realized sales price ($/Mcf)

 

$

4.43 

 

$

3.76 

 

$

2.88 

Average Henry Hub price ($/Mcf)

 

$

4.43 

 

$

3.65 

 

$

2.79 

NGL Prices:

 

 

 

 

 

 

 

 

 

Average realized sales price ($/Bbl)

 

$

33.14 

 

$

29.36 

 

$

30.66 

 
 Years Ended
December 31,
 
 
 2013 2012 2011 

Gas Prices:

          

Average Henry Hub price ($/Mcf)

 $3.65 $2.79 $4.04 

Average realized sales price ($/Mcf)

 $3.76 $2.88 $4.42 

Oil Prices:

          

Average WTI Cushing price ($/Bbl)

 $97.97 $94.20 $95.14 

Average realized sales price ($/Bbl)

 $93.44 $89.25 $93.00 

NGL Prices:

          

Average realized sales price ($/Bbl)

 $29.36 $30.66 $42.31 

TableIn the fourth quarter of Contents2014, and through the date of this report, domestic prices for oil, gas and NGLs have declined precipitously.  It is likely that prices will continue to fluctuate in the future.

        On an energy equivalent basis, 50%Approximately 80% of our 2013 aggregate2014 oil production was natural gas. A $0.10in the Permian Basin, the sale of which is tied to the WTI Midland benchmark price.  Due to greater industry-wide production in this area, west Texas oil prices have declined relative to the Cushing benchmark.  In 2014, the average Midland index price was $6.83 per Mcf changebarrel lower than the average Cushing index price.  In 2013, the average Midland price was only $2.64 per barrel lower than the average Cushing price.  The overall decline in realized average oil prices together with the decline in the Midland benchmark price resulted in our lower realized oil prices in 2014.

Prior to 2014, our average realized prices for gas sales price would have resultedand NGLs were net of certain processing fees.  Beginning in a $12.5 million change in our2014, these fees are no longer netted against realized prices.  The resulting positive impact on gas revenues. Similarly, 50%prices for 2014 was $0.07 per Mcf.  The positive impact on NGL prices was $3.54 per barrel.  These positive impacts to prices were equally offset by increased transportation, processing and other operating costs.  See RESULTS OF OPERATIONS below and Note 1, Basis of our production was crude oil and NGLs. A $1.00 per barrel change in our average realized sales prices would have resulted in a $21.3 million change in our oilPresentation – Oil, Gas and NGL revenues.Sales, to the Consolidated Financial Statements in Item 8 of this report for additional information regarding these processing fees.

SeeRESULTS OF OPERATIONS below for a discussionanalysis of the impact changes in realized prices had on our 2013year-over-year revenues.

Production and other operating expenses

Costs associated with finding and producing oil, gas and gasNGLs are substantial. Some of these costs vary with commodity prices, some trend with the type and volume of production and others are a function of the number of wells we own. At the end of 2013,2014, we owned interests in 12,07910,620 gross wells.

Production expense generally consists of costs for labor, equipment, maintenance, salt water disposal, compression, power, treating and miscellaneous other costs. Production expense also includes well workover activity necessary to maintain production from existing wells.

34


Transportation, processing and other operating costs includeprincipally consist of expenditures to prepare and transport production from the wellhead to a specified sales point.point and gas processing costs. These costs will vary by region and will fluctuate with increases or decreases in production volumes, contractual fees and changes in fuel and compression costs.

Depreciation, depletion and amortization (DD&A) of our producing properties is computed using the units-of-production method. The economic life of each producing well depends upon the estimated proved reserves for that well, which in turn depend upon the assumed realized sales price for future sales of production. Therefore, fluctuations in oil and gas prices will impact the level of proved reserves used in the calculation. Higher prices generally have the effect of increasing reserves, which reduces depletion expense. Conversely, lower prices generally have the effect of decreasing reserves, which increases depletion expense. The cost of replacing production also impacts our DD&A rate. In addition, changes in estimates of reserve quantities, estimates of operating and future development costs, and reclassifications of properties from unproved to proved will impact depletion expense.

We use the full cost method of accounting for our oil and gas properties. Accounting rules require us to perform a quarterly ceiling test calculation to test our oil and gas properties for possible impairment. The primary components impacting this analysis are commodity prices, reserve quantities added and produced, overall exploration and development costs, depletion expense, and tax effects. If the net capitalized cost of our oil and gas properties subject to amortization (the carrying value) exceeds the ceiling limitation, the excess would be expensed. The ceiling limitation is equal to the sum of (a) the present value discounted at 10% of estimated future net cash flows from proved reserves, (b) the cost of properties not being amortized, (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized, and (d) all related tax effects.

At December 31, 2013,2014, the calculated value of the ceiling limitation exceeded the carrying value of our oil and gas properties subject to the test, and no impairment was necessary. However, a decline of 3%8% or more in the value of the ceiling limitation would have resulted in an impairment.

If pricing conditionscommodity prices stay at current early 2015 levels or decline or if there is a negative impact on one or more of the other components of the calculation,further, we maywill incur a full cost ceiling impairment related to our oil and gas propertiesimpairments in future quarters. An impairment chargeBecause the ceiling calculation uses rolling 12-month average commodity prices, the effect of lower quarter-over-quarter prices in 2015 compared to 2014 is a lower ceiling value each quarter. This will result in ongoing impairments each quarter until prices stabilize or improve.  Impairment charges would have no effect on liquidity or our capital resources,not affect cash flow from operating activities, but it would adversely affect our results of operations in the period incurred.net income and stockholders’ equity.

General and administrative (G&A) expenses consist primarily of salaries and related benefits, office rent, legal fees, consultants, systems costs and other administrative costs incurred in our offices and not directly associated with exploration, development or production activities. Our G&A expense is reported net of amounts reimbursed to us by working interest owners of the oil and gas properties we operate and net of amounts capitalized pursuant to the full cost method of accounting.


Table of Contents

        SeeRESULTS OF OPERATIONS below for aA discussion of changes in production and other operating expenses.expenses is included in

Derivative Instruments/HedgingRESULTS OF OPERATIONS, below.

 

RESULTS OF OPERATIONS

2014 compared to 2013

Net income for the year ended December 31, 2014 was $507.2 million ($5.78 per diluted share), down 10% from $564.7 million ($6.47 per diluted share) for the previous year. In 2014, higher revenues from increased production volumes and higher realized prices received for gas and NGL production were offset by lower realized oil prices and increased operating expenses, primarily for DD&A and other operating, net expenses.  In 2013, other operating, net included a

35


significant reduction in our estimated exposure to certain litigation expense which had been accruing since 2008. Changes in our net income are discussed further in the analysis that follows.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Percent

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

Change

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Between

 

Price / Volume Change

Production Revenue

    

2014

    

2013

    

2014 / 2013

 

Price

    

Volume

    

Total

(in thousands or as indicated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

1,308,958 

 

$

1,250,212 

 

%

 

$

(152,324)

 

$

211,070 

 

$

58,746 

Gas sales

 

 

687,930 

 

 

471,045 

 

46 

%

 

 

103,936 

 

 

112,949 

 

 

216,885 

NGL sales

 

 

375,941 

 

 

231,248 

 

63 

%

 

 

42,877 

 

 

101,816 

 

 

144,693 

Total production revenue

 

$

2,372,829 

 

$

1,952,505 

 

22 

%

 

$

(5,511)

 

$

425,835 

 

$

420,324 

Total oil volume — thousand barrels

 

 

15,639 

 

 

13,380 

 

17 

%

 

 

 

 

 

 

 

 

 

Oil volume — Bbl/d

 

 

42,846 

 

 

36,659 

 

17 

%

 

 

 

 

 

 

 

 

 

Average oil price — per barrel

 

$

83.70 

 

$

93.44 

 

(10)

%

 

 

 

 

 

 

 

 

 

Total gas volume — MMcf

 

 

155,128 

 

 

125,248 

 

24 

%

 

 

 

 

 

 

 

 

 

Gas volume — MMcf/d

 

 

425.0 

 

 

343.1 

 

24 

%

 

 

 

 

 

 

 

 

 

Average gas price — per Mcf

 

$

4.43 

 

$

3.76 

 

18 

%

 

 

 

 

 

 

 

 

 

Total NGL volume — thousand barrels

 

 

11,343 

 

 

7,876 

 

44 

%

 

 

 

 

 

 

 

 

 

NGL volume — Bbl/d

 

 

31,078 

 

 

21,578 

 

44 

%

 

 

 

 

 

 

 

 

 

Average NGL price — per barrel

 

$

33.14 

 

$

29.36 

 

13 

%

 

 

 

 

 

 

 

 

 

Total equivalent production volumes — MMcfe/d

 

 

868.6 

 

 

692.6 

 

25 

%

 

 

 

 

 

 

 

 

 

As reflected in the table above, our 2014 production revenue was 22% higher than that of 2013. Increased revenue from greater production volumes and higher realized prices for gas and NGL sales were partially offset by lower realized oil prices.  See Revenues above, for a discussion regarding realized prices.

Our 2014 aggregate production volumes were 317.0 Bcfe, comprised of 49% natural gas, 30% oil and 21% NGL. This compares to 2013 aggregate production volumes of 252.8 Bcfe, made up of 50% natural gas, 32% oil and 18% NGL.  The 25% year-over-year growth was primarily due to our successful drilling programs in the Permian Basin and Mid-Continent region.  See Items 1 and 2 of this report for a discussion of 2014 activity in these regions.

We periodically enter intosometimes transport, process and market third-party gas that is associated with our equity gas. The table below reflects our pre-tax operating margin (revenues less direct expenses) for third-party gas gathering and processing as well as the marketing margin (revenues less purchases) for marketing third-party gas.

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2014

    

2013

Gas Gathering and Marketing (in thousands):

 

 

 

 

 

 

Gas gathering and other revenues

 

$

49,602 

 

$

45,441 

Gas gathering and other costs

 

 

(35,113)

 

 

(25,876)

Gas gathering and other margin

 

$

14,489 

 

$

19,565 

Gas marketing revenues, net of related costs

 

$

1,745 

 

$

105 

Fluctuations in net margins from gas gathering and gas marketing activities are a function of increases and decreases in volumes, prices and costs associated with third-party gas.

36


Our total operating costs and expenses (not including gas gathering and marketing costs, or income tax expense) in 2014 were $1.58 billion, an increase of 46% compared to $1.08 billion for the prior year. In 2013 we recorded a $142.8 million reduction in our estimated exposure to litigation expense, which had been accruing since 2008.  Excluding the effect of the litigation expense estimate reduction, 2013 operating costs and expenses would have been $1.22 billion and the year-over-year increase would have been 29%.  Analyses of the year-over-year differences are discussed below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

 

 

 

 

 

 

Years Ended December 31,

 

Between

 

Per Mcfe

 

    

2014

    

2013

    

2014 / 2013

    

2014

    

2013

Operating costs and expenses (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DD&A

 

$

806,021 

 

$

615,874 

 

$

190,147 

 

$

2.54 

 

$

2.44 

Asset retirement obligation

 

 

10,082 

 

 

7,989 

 

 

2,093 

 

$

0.03 

 

$

0.03 

Production

 

 

342,304 

 

 

286,742 

 

 

55,562 

 

$

1.08 

 

$

1.13 

Transportation, processing and other operating

 

 

195,414 

 

 

93,580 

 

 

101,834 

 

$

0.62 

 

$

0.37 

Taxes other than income

 

 

128,793 

 

 

112,732 

 

 

16,061 

 

$

0.41 

 

$

0.45 

General and administrative

 

 

81,160 

 

 

77,466 

 

 

3,694 

 

$

0.26 

 

$

0.31 

Stock compensation

 

 

15,001 

 

 

14,279 

 

 

722 

 

$

0.05 

 

$

0.06 

(Gain) loss on derivative instruments, net

 

 

(3,762)

 

 

209 

 

 

(3,971)

 

 

N/A

 

 

N/A

Other operating (income) expense, net

 

 

116 

 

 

(132,334)

 

 

132,450 

 

 

N/A

 

 

N/A

 

 

$

1,575,129 

 

$

1,076,537 

 

$

498,592 

 

 

 

 

 

 

Our 2014 DD&A expense increased 31% and accounted for 53% of the aggregate increase in operating costs and expenses, excluding the effect of the 2013 litigation expense estimate reversal. About 78% of the 2014 increase in DD&A was attributable to our higher production volumes. On a per Mcfe basis, 2014 DD&A increased by 4%. Our DD&A rate has increased because the per unit cost of adding new proved reserves has exceeded the net remaining book basis of proved reserves added in prior years.

We expect our 2015 average DD&A rate to fluctuate depending on average realized prices in 2015.  Continued lower realized prices during 2015 will cause the value of our oil and gas reserves to decrease and will result in impairments of our oil and gas properties during 2015.  In quarters subsequent to an impairment, our DD&A rate will be lower than it is currently and will continue to decline after each subsequent impairment.  If 2015 realized prices rebound, we would expect our DD&A rates in subsequent periods to increase moderately each quarter. 

Asset retirement obligation expense increased by 26%  compared to 2013. Most of the increase resulted from higher plugging and abandonment costs incurred than had previously been estimated.

Our production costs consist of lease operating expense and workover expense as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Variance

    

 

 

 

 

 

 

 

Years Ended December 31,

 

Between

 

Per Mcfe

(in thousands)

    

2014

    

2013

    

2014 / 2013

    

2014

    

2013

Lease operating expense

 

$

276,395 

 

$

226,730 

 

$

49,665 

 

$

0.87 

 

$

0.90 

Workover expense

 

 

65,909 

 

 

60,012 

 

 

5,897 

 

$

0.21 

 

$

0.23 

 

 

$

342,304 

 

$

286,742 

 

$

55,562 

 

$

1.08 

 

$

1.13 

37


Lease operating expense in 2014 increased 22% compared to 2013. Increased costs associated with putting new wells on production in 2014 accounted for approximately 65% of the $49.7 million year-over-year increase.  Most of these costs were for salt water disposal, rental equipment, and chemicals and treating.     We also experienced year-over-year increases for labor, and site maintenance and restoration.  These increased expenditures were partially offset by decreased costs resulting from property divestitures during the year.  The lower rate per Mcfe was primarily a function of increased production volumes in 2014.

Workover expense increased by 10% from 2013 to 2014.  Generally, these costs will fluctuate based on the amount of maintenance and remedial activity planned and/or required during the period.

Our year-over-year transportation, processing and other operating costs increased significantly during 2014. These costs will vary by product type and region.  During 2014, approximately half of the increase in costs resulted from increases in sales and processing volumes, contractual fees, compression charges and fuel costs.  The remaining increase relates to the inclusion of certain processing fees that in previous years were treated as a reduction in realized sales prices for residue gas and NGLs.  These costs accounted for approximately $0.16 per Mcfe for 2014.  See Note 1, Basis of Presentation – Oil, Gas and NGL Sales, to the Consolidated Financial Statements in this report for additional information.

Taxes other than income are assessed by state and local taxing authorities on production, revenues or the value of properties. Revenue based severance taxes comprise approximately 85% of these taxes. The 2014 year-over-year increase results primarily from higher severance taxes on greater oil, gas and NGL production volumes.  While the aggregate tax amount increased by 14%, the rate per Mcfe declined 9% due to the increase in production volumes.

General and administrative (G&A) costs were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

Years Ended December 31,

 

Between

(in thousands)

    

2014

    

2013

    

2014 / 2013

G&A capitalized to oil and gas properties

 

$

76,636 

 

$

74,691 

 

$

1,945 

G&A expense

 

 

81,160 

 

 

77,466 

 

 

3,694 

 

 

$

157,796 

 

$

152,157 

 

$

5,639 

G&A expense per Mcfe

 

$

0.26 

 

$

0.31 

 

$

(0.05)

Our 2014 overall G&A cost increased modestly (4%) compared to 2013. In 2014, we experienced increased costs for salaries and benefits, consulting fees and higher rent related to new office facilities, which were partially offset by lower charitable contributions.  The 16% decline in G&A expense per Mcfe is due to increased production volumes in 2014.

38


Stock compensation expense consists of non-cash charges resulting from the issuance of restricted stock and stock option awards, net of amounts capitalized. We have recognized non-cash stock-based compensation cost as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

Years Ended December 31,

 

Between

(in thousands)

    

2014

    

2013

    

2014 / 2013

Performance restricted stock awards

 

$

12,141 

 

$

11,105 

 

$

1,036 

Service-based restricted stock awards

 

 

13,607 

 

 

12,018 

 

 

1,589 

Restricted stock

 

 

25,748 

 

 

23,123 

 

 

2,625 

Stock option awards

 

 

3,057 

 

 

3,145 

 

 

(88)

Total stock compensation

 

 

28,805 

 

 

26,268 

 

 

2,537 

Less amounts capitalized to oil and gas properties

 

 

(13,804)

 

 

(11,989)

 

 

(1,815)

Stock compensation

 

$

15,001 

 

$

14,279 

 

$

722 

Expense associated with stock compensation will fluctuate based on the grant-date market value of the award and the number of shares granted.  See Note 7 to the Consolidated Financial Statements in Item 8 of this report for further discussion regarding our stock-based compensation.

Net gains and losses on our derivative instruments to mitigateare a portionfunction of our potential exposure to a declinefluctuations in oil and/or gasthe underlying commodity prices and the corresponding negative impact on cash flow available for reinvestment. While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future revenues that would have resulted from favorable price changes.

        During 2013, we had hedges covering 30% of our 2013 oil production and 13% of our gas production. For contracts that have settled through December 31, 2013, we paid net cash settlements of $6.3 million on oil contracts and received $2.2 million of cash settlements on our gas contracts.

        In 2012, we hedged about 41% of our oil production and none of our gas production. Allmonthly settlement of the oil contracts expired during 2012 without any cash settlements. During 2011, we had 45% of our oil production and 6% of gas production hedged. Those contracts were settled in 2011 for a net gain of $6.7 million.

        The following tables summarize our outstanding hedging contracts as of December 31, 2013:

Oil Contracts 
 
  
  
  
 Weighted Average
Price
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Jan 14 - Dec 14

 Collars 12,000 Bbls WTI $85.00 $103.47 

(1)
WTI refers to West Texas Intermediate price as quoted on the New York Mercantile Exchange.

Gas Contracts 
 
  
  
  
 Weighted Average
Price
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Jan 14 - Dec 14

 Collars 80,000 MMBtu PEPL $3.51 $4.57 

Jan 14 - Dec 14

 Collars 20,000 MMBtu Perm EP $3.65 $4.50 

Feb 14 - Dec 14

 Collars 10,000 MMBtu Perm EP $3.65 $4.50 

(1)
PEPL refers to Panhandle Eastern Pipe Line, Tex/OK Mid-Continent Index as quoted in Platt's Inside FERC. Perm EP refers to El Paso Natural Gas Company, Permian Basin Index as quoted in Platt's Inside FERC.

        Subsequent to December 31, 2013 we entered into the following gas hedges:

 
  
  
  
 Weighted Average
Price
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Feb 14 - Dec 14

 Collars 30,000 MMBtu Perm EP $3.58 $4.50 

(1)
Perm EP refers to El Paso Natural Gas Company, Permian Basin Index as quoted in Platt's Inside FERC.

        Depending on changes in oil and gas futures markets and management's view of underlying supply and demand trends, we may increase or decrease our hedging positions.

instruments. Since 2009, we have chosen not to apply hedge accounting treatment to our derivative contracts.instruments.  As a result, any settlements on the contracts are shownincluded as a component of operating costs and expenses as either a net gain or loss on derivative instruments. See

The following table summarizes the discussionnet (gains) and losses from settlements and changes in fair value of our net gains/losses on hedging activities below, inRESULTS OF OPERATIONS. Also, see Item 7Aderivative contracts.  All of our derivative contracts were settled as of December 31, 2014, and we have not entered into any new contracts through the date of this report.  See Note 25 to the Consolidated Financial Statements in Item 8 of this report for additionalfurther details regarding our derivative instruments.

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

(Gain) loss on derivative instruments, net:

 

 

 

 

 

 

Natural gas contracts

 

$

6,750 

 

$

(4,651)

Oil contracts

 

 

(10,512)

 

 

4,860 

(Gain) loss on derivative instruments, net

 

$

(3,762)

 

$

209 

Settlement (gains) losses:

 

 

 

 

 

 

Natural gas contracts

 

$

4,287 

 

$

(2,187)

Oil contracts

 

 

(11,928)

 

 

6,275 

Settlement (gains) losses

 

$

(7,641)

 

$

4,088 

Other operating (income) expense, net consists primarily of costs related to various legal matters, most of which pertain to litigation and contract settlements, and title and royalty issues. In 2014, we have expense of $116 thousand versus income of $132.3 million for 2013. In 2013, based on a ruling from the Oklahoma Supreme Court, we reduced our estimated exposure to litigation expense that had been accruing since 2008 by $142.8 million. See Note 11 to the Consolidated Financial Statements in Item 8 of this report for further information regarding litigation matters.

39


Other (income) and expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance

 

 

Years Ended December 31,

 

Between

(in thousands)

    

2014

    

2013

    

2014 / 2013

Interest expense

 

$

72,865 

 

$

54,973 

 

$

17,892 

Capitalized interest

 

 

(35,925)

 

 

(31,517)

 

 

(4,408)

Other, net

 

 

(28,907)

 

 

(21,518)

 

 

(7,389)

 

 

$

8,033 

 

$

1,938 

 

$

6,095 

Interest expense is primarily made up of interest on debt and amortization of financing costs. The 33% year-over-year increase is primarily due to the issuance of $750 million of senior notes in June of 2014.  See Long-Term Debt below for further information regarding our derivative instruments.


debt.

We capitalize interest on non-producing leasehold costs, the in-progress costs of drilling and completing wells and constructing qualified assets. The 14% increase in 2014 capitalized interest compared to 2013 was a result of higher costs on which interest was calculated in 2014.

Components of “other, net” consist of miscellaneous income and expense items that will vary from period to period, including gain or loss on the sale or value of oil and gas well equipment and supplies, income and expense associated with other non-operating activities, miscellaneous asset sales and interest income.  Most of the 34% year-over-year increase was due to net gains on transactions related to oil and gas well equipment and supplies.

The recent steep decline in oil, gas and NGL prices has resulted in fewer drilling rigs running in the United States as companies cut back on their capital expenditures.  Through the first part of February 2015, published oil rig counts are at their lowest since December 2011.  The effect of lower exploration and development activity, and thus lower demand, will create downward pressure on the price of oil and gas well equipment and supplies.  Accounting rules require that these assets are to be carried at the lower of cost or market.  Declines in prices related to our oil and gas well equipment and supplies will likely result in impairments in future quarters.  Such impairments would not affect cash flow from operating activities, but would adversely affect our net income and stockholders’ equity.

Income Tax Expense

The components of our provision for income taxes are as follows:

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

(in thousands)

    

2014

    

2013

 

Current taxes (benefit)

 

$

404 

 

$

(689)

 

Deferred taxes

 

 

298,293 

 

 

329,700 

 

 

 

$

298,697 

 

$

329,011 

 

Combined Federal and state effective income tax rate

 

 

37.1 

%  

 

36.8 

%

Our combined Federal and state effective tax rates differ from the statutory rate of 35% primarily due to state income taxes and non-deductible expenses.  See Note 10 to the Consolidated Financial Statements in Item 8 of this report for further information regarding our income taxes.

40


RESULTS OF OPERATIONS

2013 compared to 2012

Net income for the year ended December 31, 2013, was $564.7 million ($6.47 per diluted share), up 60% from $353.8 million ($4.07 per diluted share) for the previous year. The increase in 2013 net income was primarily the result of higher revenues from increased production volumes and higher realized prices received for oil and gas production. Net income in 2013 also benefited from a reduction in our estimated exposure to certain litigation expense which had been accruing since 2008. The increases to 2013 net income were partially offset by increased DD&A, other oil and gas operational expenses and income taxes compared to 2012. These changes are discussed further in the analysis that follows.

 
 For the Years Ended
December 31,
 Percent
Change
Between
 Price / Volume Change 
Production Revenue
 2013 2012 2013/2012 Price Volume Total 
(in thousands or as indicated)
  
  
  
  
  
  
 

Gas sales

 $471,045 $340,744  38%$110,218 $20,083 $130,301 

Oil sales

  1,250,212  1,027,757  22% 56,062  166,393  222,455 

NGL sales

  231,248  213,149  8% (10,239) 28,338  18,099 
               

Total production revenue

 $1,952,505 $1,581,650  23%$156,041 $214,814 $370,855 
               
               

Total gas volume—MMcf

  125,248  118,495  6%         

Gas volume—MMcf/d

  343.1  323.8  6%         

Average gas price—per Mcf

 $3.76 $2.88  31%         

Total oil volume—thousand barrels

  
13,380
  
11,516
  
16

%
         

Oil volume—Bbl/d

  36,659  31,463  17%         

Average oil price—per barrel

 $93.44 $89.25  5%         

Total NGL volume—thousand barrels

  
7,876
  
6,952
  
13

%
         

NGL volume—Bbl/d

  21,578  18,994  14%         

Average NGL price—per barrel

 $29.36 $30.66  -4%         

Total equivalent production volumes—MMcfe/d

  692.6  626.5  11%         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

Between

 

Price / Volume Change

Production Revenue

    

2013

    

2012

    

2013 / 2012

 

Price

    

Volume

    

Total

(in thousands or as indicated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

1,250,212 

 

$

1,027,757 

 

22 

%

 

$

56,062 

 

$

166,393 

 

$

222,455 

Gas sales

 

 

471,045 

 

 

340,744 

 

38 

%

 

 

110,218 

 

 

20,083 

 

 

130,301 

NGL sales

 

 

231,248 

 

 

213,149 

 

%

 

 

(10,239)

 

 

28,338 

 

 

18,099 

Total production revenue

 

$

1,952,505 

 

$

1,581,650 

 

23 

%

 

$

156,041 

 

$

214,814 

 

$

370,855 

Total oil volume — thousand barrels

 

 

13,380 

 

 

11,516 

 

16 

%

 

 

 

 

 

 

 

 

 

Oil volume — Bbl/d

 

 

36,659 

 

 

31,463 

 

17 

%

 

 

 

 

 

 

 

 

 

Average oil price — per barrel

 

$

93.44 

 

$

89.25 

 

%

 

 

 

 

 

 

 

 

 

Total gas volume — MMcf

 

 

125,248 

 

 

118,495 

 

%

 

 

 

 

 

 

 

 

 

Gas volume — MMcf/d

 

 

343.1 

 

 

323.8 

 

%

 

 

 

 

 

 

 

 

 

Average gas price — per Mcf

 

$

3.76 

 

$

2.88 

 

31 

%

 

 

 

 

 

 

 

 

 

Total NGL volume — thousand barrels

 

 

7,876 

 

 

6,952 

 

13 

%

 

 

 

 

 

 

 

 

 

NGL volume — Bbl/d

 

 

21,578 

 

 

18,994 

 

14 

%

 

 

 

 

 

 

 

 

 

Average NGL price — per barrel

 

$

29.36 

 

$

30.66 

 

(4)

%

 

 

 

 

 

 

 

 

 

Total equivalent production volumes — MMcfe/d

 

 

692.6 

 

 

626.5 

 

11 

%

 

 

 

 

 

 

 

 

 

 Revenue

As reflected in the table above, our 2013 production revenue was 23% higher than that of 2012.  Increased revenue from our production totaled a record $2.0 billion in 2013, compared to $1.6 billion last year. Increasedgreater production volumes together with higher realized prices for oil and gas sales accounted for the year-over-year improvement.were partially offset by lower realized NGL prices.

In 2013, our aggregate production volumes reached a record 692.6 MMcfe/d, upincreased 11% from 626.5 Mcfe/d incompared to 2012. The growth in production resulted from our successful drilling programs in the Permian Basin and Mid-Continent region.

        Gas production in 2013 averaged 343.1 MMcf/d, compared to 323.8 MMcf/d for 2012. The 6% year-over-year increase resulted in additional revenue of $20.1 million.

        Oil production for 2013 averaged 36,659 Bbl/d, up 17% from 31,463 Bbl/d in 2012. The growth in 2013 volume provided an additional $166.4 million of oil revenue.

        During 2013, our average NGL production volumes of 21,578 Bbl/d were 14% greater than 18,994 Bbl/d for 2012, and contributed an additional $28.3 million of revenue.

        Our average realized gas price for 2013 improved by 31%, to $3.76 per Mcf, compared to $2.88 per Mcf in 2012. The 2013 increase in price provided additional revenue of $110.2 million for the year.

        Realized oil prices during 2013 averaged $93.44 per barrel, an increase of 5% from the average price received in 2012 of $89.25 per barrel. The higher price in 2013 contributed $56.1 million of additional oil revenue for the year.


Table of Contents

        In 2013, our realized price for NGLs averaged $29.36 per barrel, which was 4% lower than the average realized price of $30.66 per barrel received in 2012. The lower price resulted in $10.2 million less revenue in 2013.

The changes in realized commodity prices were the result of overall market conditions.    See Revenues above, for a discussion regarding realized prices.

 

41


We sometimes transport, process and market third-party gas that is associated with our gas. The table below reflects our pre-tax operating margin (revenues less direct expenses) for third-party gas gathering and processing as well as the marketing margin (revenues less purchases) for marketing third-party gas.

 
 For the Years Ended
December 31,
 
 
 2013 2012 

Gas Gathering, Processing and Marketing (in thousands):

       

Gas gathering, processing and other revenues

 $45,441 $43,042 

Gas gathering and processing costs

  (25,876) (21,965)
      

Gas gathering and processing margin

 $19,565 $21,077 
      
      

Gas marketing revenues, net of related costs

 $105 $(754)

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

    

2013

    

2012

Gas Gathering and Marketing (in thousands):

 

 

 

 

 

 

Gas gathering and other revenues

 

$

45,441 

 

$

43,042 

Gas gathering and other costs

 

 

(25,876)

 

 

(21,965)

Gas gathering and other margin

 

$

19,565 

 

$

21,077 

Gas marketing revenues, net of related costs

 

$

105 

 

$

(754)

 

Fluctuations in net margins from gas gathering and processing and gas marketing activities are a function of increases and decreases in volumes and prices associated with third-party gas.

In 2013, our total operating costs and expenses of $1.077 billion (not including gas gathering, processing and marketing costs, or income tax expense) benefited from a $142.8 million reduction in our estimated exposure to litigation expense which had been accruing since 2008. Excluding the effect of the litigation reduction, our total operating costs and expenses would have been $1.219 billion, or $188 million (18%) higher than 2012 costs and expenses of $1.031 billion. Analyses of the year-over-year differences are discussed below:


 For the Years Ended
December 31,
  
  
  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


  
 Per Mcfe 

 

 

 

 

 

 

    

Variance

    

 

 

 

 

 


 Variance
Between
2013/2012
 

 

Years Ended December 31,

 

Between

 

Per Mcfe


 2013 2012 2013 2012 

    

2013

    

2012

    

2013 / 2012

    

2013

    

2012

Operating costs and expenses (in thousands):

           

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization (DD&A)

 $615,874 $513,916 $101,958 $2.44 $2.24 

DD&A

 

$

615,874 

 

$

513,916 

 

$

101,958 

 

$

2.44 

 

$

2.24 

Asset retirement obligation

 7,989 13,019 (5,030)$0.03 $0.06 

 

 

7,989 

 

 

13,019 

 

 

(5,030)

 

$

0.03 

 

$

0.06 

Production

 286,742 258,584 28,158 $1.13 $1.13 

 

 

286,742 

 

 

258,584 

 

 

28,158 

 

$

1.13 

 

$

1.13 

Transportation and other operating

 93,580 57,354 36,226 $0.37 $0.25 

Transportation, processing and other operating

 

 

93,580 

 

 

57,354 

 

 

36,226 

 

$

0.37 

 

$

0.25 

Taxes other than income

 112,732 86,994 25,738 $0.45 $0.38 

 

 

112,732 

 

 

86,994 

 

 

25,738 

 

$

0.45 

 

$

0.38 

General and administrative

 77,466 54,428 23,038 $0.31 $0.24 

 

 

77,466 

 

 

54,428 

 

 

23,038 

 

$

0.31 

 

$

0.24 

Stock compensation

 14,279 21,919 (7,640)$0.06 $0.10 

 

 

14,279 

 

 

21,919 

 

 

(7,640)

 

$

0.06 

 

$

0.10 

(Gain)/Loss on derivative instruments, net

 209 (245) 454 N/A N/A 

(Gain) loss on derivative instruments, net

 

 

209 

 

 

(245)

 

 

454 

 

 

N/A

 

 

N/A

Other operating (income) expense, net

 (132,334) 24,961 (157,295) N/A N/A 

 

 

(132,334)

 

 

24,961 

 

 

(157,295)

 

 

N/A

 

 

N/A

           

 

$

1,076,537 

 

$

1,030,930 

 

$

45,607 

 

 

 

 

 

 

 $1,076,537 $1,030,930 $45,607     
           
           

 

Our 2013 DD&A expense increased 20% to $615.9 million, compared to $513.9 million in 2012. The $102.0 million increase accounted for 54% of the aggregate increase in operating costs and expenses, excluding the effect of the litigation reversal. On a per Mcfe basis, 2013 DD&A increased by 9% to $2.44 compared to $2.24 for 2012. About half of the 2013 increase in DD&A was attributable to our higher production volumes. The rest of the increase was a result of a higher DD&A rate. Our DD&A rate has increased because the per unit cost of adding new proved reserves has exceeded the net remaining book basis of proved reserves added in prior years. We expect our average DD&A rate to increase modestly during 2014.


Table of Contents

Asset retirement obligation expense declined by 39% to $8.0 million in 2013, compared to $13.0 million in 2012. Half of the decrease resulted from property sales in the latter half of 2012, which lowered our retirement obligation expense

42


during 2013. This decrease was partially offset by increased expense related to newly drilled wells. The remaining decrease was due to higher plugging and abandonment costs in the Permian Basin and Gulf of Mexico during 2012.

Our production costs consist of lease operating expense and workover expense as follows:


 For the Years Ended
December 31,
  
  
  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


  
 Per Mcfe 

 

 

 

 

 

 

    

Variance

    

 

 

 

 

 


 Variance
Between
2013/2012
 

 

Years Ended December 31,

 

Between

 

Per Mcfe

(in thousands)
 2013 2012 2013 2012 

    

2013

    

2012

    

2013 / 2012

    

2013

    

2012

Lease operating expense

 $226,730 $217,891 $8,839 $0.90 $0.95 

 

$

226,730 

 

$

217,891 

 

$

8,839 

 

$

0.90 

 

$

0.95 

Workover expense

 60,012 40,693 19,319 $0.23 $0.18 

 

 

60,012 

 

 

40,693 

 

 

19,319 

 

$

0.23 

 

$

0.18 
           

 

$

286,742 

 

$

258,584 

 

$

28,158 

 

$

1.13 

 

$

1.13 

 $286,742 $258,584 $28,158 $1.13 $1.13 
           
           

 

Lease operating expense in 2013 increased by 4% compared to 2012. In 2013, as we continued to put new wells on production, we had increased costs for compression, rental equipment, fuel and overhead. We also had year-over-yearyear-over- year increased costs for equipment & maintenance, roads & location,and locations, and environmental expenditures. These increases were partially offset by lower salt water disposal costs and decreased year-over-year costs resulting from property divestitures whichthat occurred in the latter half of 2012. The lower rate per Mcfe was primarily a function of increased production volumes and efficiencies of horizontal well operations in 2013 compared to 2012.

Workover expense increased by 47% from 2012 to 2013. Generally, these costs will fluctuate based on the amount of maintenance and remedial activity planned and/or required during the period. About 60% of the 2013 increase was incurred in the Permian Basin region and the remainder was primarily in the Mid-Continent region.

Our year-over-year transportation and other operating costs increased by 63% during 2013. Transportation costs will vary by product type and area. Increases or decreases in sales volumes, compression charges and fuel costs also have an impact. The increase in these costs is primarily from the growth of our oil and NGL production in the Permian Basin and western Oklahoma.

Taxes other than income are assessed by state and local taxing authorities on production, revenues or the value of properties. Revenue based severance taxes are the largest component of these taxes. Our 2013 taxes increased by 30% compared to 2012. The increase is primarily due to increased severance taxes on higher production volumes. In addition, our 2012 taxes were lower due to a refund for taxes paid in prior years.

General and administrative (G&A) costs were as follows:

 

 

 

 

 

 


 For the Years Ended
December 31,
  
 

 

 

 

 

 

Variance


 Variance
Between
2013/2012
 

 

Years Ended December 31,

 

Between

(in thousands)
 2013 2012 

    

2013

    

2012

    

2013 / 2012

G&A capitalized to oil and gas properties

 $74,691 $66,611 $8,080 

 

$

74,691 

 

$

66,611 

 

$

8,080 

G&A expense

 77,466 54,428 23,038 

 

 

77,466 

 

 

54,428 

 

 

23,038 
       

 

$

152,157 

 

$

121,039 

 

$

31,118 

 $152,157 $121,039 $31,118 
       
       

G&A expense per Mcfe

 $0.31 $0.24 $0.07 

 

$

0.31 

 

$

0.24 

 

$

0.07 

 

Our 2013 overall G&A cost increased 26% compared to 2012. In 2013, we experienced increased costs for salaries and benefits as well as higher rent related to new office facilities. In addition, our 2013 expenditures included $7 million for university endowments established in honor of our former Chairman, F.H. Merelli, and $1 million of contributions for tornado relief in Oklahoma.


43


Stock compensation expense consists of non-cash charges resulting from the issuance of restricted stock and stock option awards, net of amounts capitalized. In accordance with our stock incentive plan, such grants are periodically made to non-employee directors, officers and other eligible employees. We have recognized non-cash stock-based compensation cost as follows:

 

 

 

 

 

 


 For the Years Ended
December 31,
  
 

 

 

 

 

 

Variance


 Variance
Between
2013/2012
 

 

Years Ended December 31,

 

Between

(in thousands)
 2013 2012 

    

2013

    

2012

    

2013 / 2012

Performance restricted stock awards

 $11,105 $19,066 $(7,961)

 

$

11,105 

 

$

19,066 

 

$

(7,961)

Service-based restricted stock awards

 12,018 12,231 (213)

 

 

12,018 

 

 

12,231 

 

 

(213)
       

Restricted stock

 23,123 31,297 (8,174)

Restricted stock and units

 

 

23,123 

 

 

31,297 

 

 

(8,174)

Stock option awards

 3,145 2,889 256 

 

 

3,145 

 

 

2,889 

 

 

256 
       

Total stock compensation

 26,268 34,186 (7,918)

 

 

26,268 

 

 

34,186 

 

 

(7,918)

Less amounts capitalized to oil and gas properties

 (11,989) (12,267) 278 

 

 

(11,989)

 

 

(12,267)

 

 

278 
       

Stock compensation

 $14,279 $21,919 $(7,640)

 

$

14,279 

 

$

21,919 

 

$

(7,640)
       
       

 

Expense associated with stock compensation will fluctuate based on the grant-date market value of the award and the number of shares granted. The 2012 cost for the performance awards includes $3.9 million of accelerated compensation expense related to the death of former Chairman, F.H. Merelli. In addition, the 2013 cost for performance awards is approximately $4.3 million lower than 2012 cost due to the timing of awards granted. Almost all of the performance awards granted in 2013 were awarded in mid-December. Awards granted in January of 2010 were fully amortized in early January of 2013, resulting in 2013 having less cost amortized during the year.

See Note 87 to the Consolidated Financial Statements of this report for further discussion regarding our stock-based compensation.

We have not elected hedge accounting treatment for our derivative instruments. Therefore, we recognize settlements and changes in the assets or liabilities relating to our open derivative contracts in earnings. Cash settlements of our contracts are included in cash flows from operating activities in our statements of cash flows.

Gains and losses on our derivative contracts are a function of fluctuations in the underlying commodity prices and the monthly settlement of the instruments. See Item 7A and Note 25 to the Consolidated Financial Statements of this report for further details regarding our derivative instruments.

The following table summarizes the net (gains) and losses from settlements and changes in fair value of our derivative contracts:

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2013

    

2012

(Gain) loss on derivative instruments, net:

 

 

 

 

 

 

Natural gas contracts

 

$

(4,651)

 

$

 —

Oil contracts

 

 

4,860 

 

 

(245)

(Gain) loss on derivative instruments, net

 

$

209 

 

$

(245)

Settlement (gains) losses:

 

 

 

 

 

 

Natural gas contracts

 

$

(2,187)

 

$

 —

Oil contracts

 

 

6,275 

 

 

 —

Settlement (gains) losses

 

$

4,088 

 

$

 —

44


 
 For the Years Ended
December 31,
 
(in thousands)
 2013 2012 

(Gain) loss on derivative instruments, net:

       

Natural gas contracts

 $(4,651)$ 

Oil contracts

  4,860  (245)
      

(Gain) loss on derivative instruments, net

 $209 $(245)
      

Settlement (gains) losses:

       

Natural gas contracts

 $(2,187)$ 

Oil contracts

  6,275   
      

Settlement (gains) losses

 $4,088 $ 
      

Table of Contents

Other operating (income) expense, net consists of costs related to various legal matters, most of which pertain to litigation and contract settlements, and title and royalty issues. For 2013, we havehad income of $132.3 million versus expense of $25.0 million for 2012. In December 2013, based on a ruling from the Oklahoma Supreme Court, we reduced our estimated exposure to litigation expense that had been accruing since 2008 by $142.8 million. See Item 3 and Note 1311 to the Consolidated Financial Statements of this report for further information regarding litigation matters.

Other (income) and expense

 

 

 

 

 

 


 For the Years Ended
December 31,
  
 

 

 

    

Variance


 Variance
Between
2013/2012
 

 

Years Ended December 31,

 

Between

(in thousands)
 2013 2012 

    

2013

    

2012

    

2013 / 2012

Interest expense

 $54,973 $49,317 $5,656 

 

$

54,973 

 

$

49,317 

 

$

5,656 

Capitalized interest

 (31,517) (35,174) 3,657 

 

 

(31,517)

 

 

(35,174)

 

 

3,657 

Loss on early extinguishment of debt

  16,214 (16,214)

 

 

 —

 

 

16,214 

 

 

(16,214)

Other, net

 (21,518) (19,864) (1,654)

 

 

(21,518)

 

 

(19,864)

 

 

(1,654)
       

 

$

1,938 

 

$

10,493 

 

$

(8,555)

 $1,938 $10,493 $(8,555)
       
       

Our interest expense includes interest on debt, amortization of financing costs and miscellaneous interest expense. Most of the 11% year-over-year increase of $5.7 million relates to our 5.875% senior notes being outstanding for all of 2013, whereas they were only outstanding for eight months during 2012. SeeLong-Term Debt below for further information regarding our senior notes.

We capitalize interest on non-producing leasehold costs, the in-progress costs of drilling and completing wells and constructing qualified assets. The 10% decline in 2013 capitalized interest compared to amounts capitalized in 2012 resulted because both the average rate of interest and the amount of costs on which interest is calculated declined in 2013.

In connection with the retirement of our 7.125% senior notes in 2012, we recognized a $16.2 million loss on early extinguishment of debt.

Components of other, net consist of miscellaneous income and expense items that will vary from period to period, including gain or loss on the sale or value of oil and gas well equipment, income and expense associated with other non-operating activities, miscellaneous asset sales and interest income. The 8% increase in 2013 income compared to 2012 was mainly due to net gains on asset sales which were partially offset by lower income from non-operating activities.

Income Tax Expense

The components of our provision for income taxes are as follows:

 

 

 

 

 

 


 For the Years Ended
December 31,
 

 

Years Ended December 31,

 

(in thousands)
 2013 2012 

    

2013

    

2012

 

Current benefit

 $(689)$(1,489)

 

$

(689)

 

$

(1,489)

 

Deferred taxes

 329,700 208,216 

 

 

329,700 

 

 

208,216 

 

     

 

$

329,011 

 

$

206,727 

 

 $329,011 $206,727 
     

Combined Federal and state effective income tax rate

 36.8% 36.9%

 

 

36.8 

%  

 

36.9 

%

 

Our income tax expense (benefit) differs from the statutory rate of 35% due to the effects of state income taxes, the Domestic Production Activities allowance and other permanent differences. See Note 610 to the Consolidated Financial Statements of this report for further information regarding our income taxes.


45


LIQUIDITY AND CAPITAL RESOURCES


RESULTS OF OPERATIONS
Overview

2012 comparedWe strive to 2011

        Net income for the year ended December 31, 2012, was $353.8 million, or $4.07 per diluted share. For 2011, we had net income of $529.9 million, or $6.15 per diluted share. Decreased revenues from lower realized commodity pricesmaintain an adequate liquidity level to address volatility and higher DD&A expense were the primary factors for the decrease in 2012 net income. These changes are discussed further in the analysis that follows.

 
 For the Years Ended
December 31,
 Percent
Change
Between
 Price / Volume Change 
Commodity Sales
 2012 2011 2012/2011 Price Volume Total 
(in thousands or as indicated)
  
  
  
  
  
  
 

Gas sales

 $340,744 $530,334  -36%$(182,482)$(7,108)$(189,590)

Oil sales

  1,027,757  909,344  13% (43,185) 161,598  118,413 

NGL sales

  213,149  263,842  -19% (80,991) 30,298  (50,693)
               

Total commodity sales

 $1,581,650 $1,703,520  -7%$(306,658)$184,788 $(121,870)
               
               

Total gas volume—MMcf

  118,495  120,113  -1%         

Gas volume—MMcf/d

  323.8  329.1  -2%         

Average gas price—per Mcf

 $2.88 $4.42  -35%         

Total oil volume—thousand barrels

  
11,516
  
9,778
  
18

%
         

Oil volume—Bbl/d

  31,463  26,789  17%         

Average oil price—per barrel

 $89.25 $93.00  -4%         

Total NGL volume—thousand barrels

  
6,952
  
6,236
  
11

%
         

NGL volume—Bbl/d

  18,994  17,086  11%         

Average NGL price—per barrel

 $30.66 $42.31  -28%         

Total equivalent production volumes—MMcfe/d

  626.5  592.3  6%         

        Commodity sales totaled $1.6 billion in 2012, compared to $1.7 billion in 2011. The 7% year-over-year decline was attributable to a $307 million decrease from lower prices, which was partially offset by $185 million from higher oil and NGL production.

        In 2012, our aggregate production volumes were 626.5 MMcfe/d, up 6% from 592.3 Mcfe/d in 2011. The year-over-year increase in volume was a resultrisk.  Traditional sources of our successful drilling programs in the Permian Basin and Mid-Continent region.

        Our 2012 gas production averaged 323.8 MMcf/d, compared to 329.1 MMcf/d for 2011. The 1% decline in gas production resulted in decreased revenues of $7.1 million.

        Oil production for 2012 averaged 31,463 Bbl/d, up 18% from 26,789 Bbl/d for in 2011. The increase in 2012 production provided an additional $161.6 million of oil revenue.

        In 2012, our average daily NGL production volume was 18,994 Bbl/d compared to 17,086 Bbl/d for 2011. The 11% higher volumes contributed $30.3 million of additional revenue.

        The increases in our 2012 oil and NGL production reflect our continued focus on drilling oil and liquids-rich gas wells in the Permian Basin and the Cana-Woodford shale.

        Our average realized gas price for 2012 fell to $2.88 per Mcf, compared to $4.42 per Mcf in 2011. The 35% decrease in gas prices resulted in $182.5 million lower revenues compared to 2011.


Table of Contents

        Realized oil prices during 2012 averaged $89.25 per barrel, a decrease of 4% from the average price received in 2011 of $93.00 per barrel. This decrease resulted in lower oil revenue of $43.2 million compared to 2011.

        During 2012 our average realized price for NGLs was $30.66 per barrel, which was 28% lower than the average realized price of $42.31 per barrel received in 2011. The decrease in realized price resulted in lower NGL sales in 2012 of $81.0 million.

        The changes in realized commodity prices were the result of overall market conditions.

        We sometimes transport, process and market third-party gas that is associated with our gas. The table below reflects our pre-tax operating margin (revenues less direct expenses) for third-party gas gathering and processing as well as the marketing margin (revenues less purchases) for marketing third-party gas.

 
 For the Years Ended
December 31,
 
 
 2012 2011 

Gas Gathering, Processing and Marketing (in thousands):

       

Gas gathering, processing and other revenues

 $43,042 $53,640 

Gas gathering and processing costs

  (21,965) (23,327)
      

Gas gathering and processing margin

 $21,077 $30,313 
      
      

Gas marketing revenues, net of related costs

 $(754)$729 

        The lower net margins from gas gathering and processing and gas marketing activitiesliquidity are primarily the result of lower volumes and prices associated with third-party gas in 2012 versus 2011.

        In 2012, our total operating costs and expenses (not including gas gathering, processing and marketing and processing costs, or income tax expense) increased to $1.031 billion compared to $896 million in 2011. Analyses of the year-over-year differences are discussed below:

 
 For the Years Ended
December 31,
  
  
  
 
 
  
 Per Mcfe 
 
 Variance
Between
2012/2011
 
 
 2012 2011 2012 2011 

Operating costs and expenses (in thousands):

                

Depreciation, depletion and amortization (DD&A)

 $513,916 $390,461 $123,455 $2.24 $1.81 

Asset retirement obligation

  13,019  11,451  1,568 $0.06 $0.05 

Production

  258,584  247,048  11,536 $1.13 $1.14 

Transportation and other operating

  57,354  56,711  643 $0.25 $0.26 

Taxes other than income

  86,994  126,468  (39,474)$0.38 $0.59 

General and administrative

  54,428  45,256  9,172 $0.24 $0.21 

Stock compensation

  21,919  18,949  2,970 $0.10 $0.09 

Gain on derivative instruments, net

  (245) (10,322) 10,077  N/A  N/A 

Other operating, net

  24,961  10,263  14,698  N/A  N/A 
              
���

 $1,030,930 $896,285 $134,645       
              
              

        Our 2012 DD&A expense increased 32% to $513.9 million, compared to $390.5 million in 2011. The $123.5 million increase accounted for 92% of the aggregate increase in operating costs and expenses. DD&A per Mcfe increased by 24% to $2.24 from $1.81. The higher DD&A rate is primarily from increasing costs of reserves added and the effect of lower prices resulting in negative reserve revisions. We expect the average DD&A rate to increase modestly during 2013.

        Asset retirement obligation expense increased by 14% to $13.0 million in 2012. The increase resulted from higher estimated plugging and abandonment costs in the Permian Basin and Gulf of Mexico.


Table of Contents

        Our production costs consist of lease operating expense and workover expense as follows:

 
 For the Years Ended
December 31,
  
  
  
 
 
  
 Per Mcfe 
 
 Variance
Between
2012/2011
 
(in thousands)
 2012 2011 2012 2011 

Lease operating expense

 $217,891 $208,097 $9,794 $0.95 $0.96 

Workover expense

  40,693  38,951  1,742 $0.18 $0.18 
            

 $258,584 $247,048 $11,536 $1.13 $1.14 
            
            

        Lease operating expense in 2012 increased by 5% compared to 2011. Higher costs were associated with compressor rentals and field employees. The lower rate per Mcfe was primarily a function of increased production volumes and efficiencies of horizontal well operations for 2012 compared to 2011.

        Workover expense for 2012 was slightly higher than 2011. Such costs will fluctuate based on the amount of maintenance and remedial activity planned and/or required during the period.

        Our 2012 transportation and other operating costs were relatively flat compared to 2011. Transportation costs will vary based on increases or decreases in sales volumes, compression charges and fuel cost.

        Taxes other than income are assessed by state and local taxing authorities on production, revenues or the value of properties. Revenue based severance taxes are the largest component of these taxes. Our 2012 taxes decreased due to lower gas and NGL prices, a reduced tax rate on Oklahoma horizontal deep wells and a refund for taxes in prior years.

        General and administrative (G&A) costs were as follows:

 
 For the Years Ended
December 31,
  
 
 
 Variance
Between
2012/2011
 
(in thousands)
 2012 2011 

G&A capitalized to oil and gas properties

 $66,611 $51,836 $14,775 

G&A expense

  54,428  45,256  9,172 
        

 $121,039 $97,092 $23,947 
        
        

G&A expense per Mcfe

 $0.24 $0.21 $0.03 

        Our 2012 overall G&A cost increased 25% compared to 2011 primarily due to higher employee compensation and benefits. The increase in G&A expense includes $3.6 million of death benefits paid to the estate of former Chairman, F.H. Merelli, as per his employment contract.

        Stock compensation expense consists of non-cash charges resulting from the issuance of restricted stock, restricted stock units and stock option awards, net of amounts capitalized. In accordance with our


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stock incentive plan, such grants are periodically made to non-employee directors, officers and other eligible employees. We have recognized non-cash stock-based compensation cost as follows:

 
 For the Years Ended
December 31,
  
 
 
 Variance
Between
2012/2011
 
(in thousands)
 2012 2011 

Performance restricted stock awards

 $19,066 $16,268 $2,798 

Service-based restricted stock awards

  12,231  11,300  931 

Restricted unit awards

    34  (34)
        

Restricted stock and units

  31,297  27,602  3,695 

Stock option awards

  2,889  3,518  (629)
        

Total stock compensation

  34,186  31,120  3,066 

Less amounts capitalized to oil and gas properties

  (12,267) (12,171) (96)
        

Stock compensation

 $21,919 $18,949 $2,970 
        
        

        Expense associated with stock compensation will fluctuate based on the grant-date market value of the award and the number of shares granted. The 2012 cost for the performance awards includes $3.9 million of accelerated compensation expense related to the death of former Chairman, F.H. Merelli. See Note 8 to the Consolidated Financial Statements of this report for further discussion regarding our stock-based compensation.

        We have not elected hedge accounting treatment for our derivative instruments. Therefore, we recognize settlements and changes in the assets or liabilities relating to our open derivative contracts in earnings. Cash settlements of our contracts are included in cash flows from operating activities inoperations, cash on hand, available borrowing capacity under our statementsrevolving credit facility (Credit Facility), proceeds from sales of cash flows. See Item 7Anon-core properties and Note 2 to the Consolidated Financial Statements for further details regarding our derivative instruments.

        The following table summarizes the net (gains) and losses from settlements and changes in fair value of our derivative contracts as presented in our accompanying financial statements:

 
 For the Years Ended
December 31,
 
(in thousands)
 2012 2011 

(Gain) loss on derivative instruments, net:

       

Natural gas contracts

 $ $(2,754)

Oil contracts

  (245) (7,568)
      

(Gain) loss on derivative instruments, net

 $(245)$(10,322)
      

Settlement (gains) losses:

       

Natural gas contracts

 $ $(8,485)

Oil contracts

    1,774 
      

Settlement (gains) losses

 $ $(6,711)
      

        Other operating expense consists of costs related to various legal matters, most of which pertain to litigation and contract settlements and title and royalty issues. The $14.7 million increase in expense during 2012 resulted primarily from a fourth-quarter $16.4 million accrual for a mediated royalty litigation settlement. See Note 13 to the Consolidated Financial Statements of this report for further information regarding litigation matters.


Table of Contentsoccasional public financings.

Other (income) and expense

 
 For the Years Ended
December 31,
  
 
 
 Variance
Between
2012/2011
 
(in thousands)
 2012 2011 

Interest expense

 $49,317 $35,611 $13,706 

Capitalized interest

  (35,174) (29,057) (6,117)

Loss on early extinguishment of debt

  16,214    16,214 

Other, net

  (19,864) (9,758) (10,106)
        

 $10,493 $(3,204)$13,697 
        
        

        Our interest expense includes interest on debt and amortization of financing costs. During 2012, debt outstanding increased to $750 million from $405 million.

        We capitalize interest primarily on the cost of drilling and completing wells and constructing qualified assets. The higher capitalized interest in 2012 was due to higher costs on which interest was calculated.

        In connection with the retirement of our 7.125% senior notes, we recognized a $16.2 million loss on early extinguishment of debt in the second quarter of 2012. The retirement of our 7.125% notes and the issuance of our 5.875% senior notes are described in more detail underLong-Term Debt below.

        Components of other, net consist of miscellaneous income and expense items that will vary from period to period, including gain or loss on the sale or value of oil and gas well equipment, income and expense associated with other non-operating activities, miscellaneous asset sales and interest income. The $10.1 million increase in 2012 was mainly due to increased income from non-operating activities.

Income Tax Expense

        The components of our provision for income taxes are as follows:

 
 For the Years Ended
December 31,
 
(in thousands)
 2012 2011 

Current benefit

 $(1,489)$(46,073)

Deferred taxes

  208,216  357,622 
      

 $206,727 $311,549 
      

Combined Federal and state effective income tax rate

  36.9% 37.0%

        Our income tax expense (benefit) differs from the statutory rate of 35% due to the effects of state income taxes, the Domestic Production Activities allowance and other permanent differences. See Note 6 to the Consolidated Financial Statements of this report for further information regarding our income taxes.


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LIQUIDITY AND CAPITAL RESOURCES

Overview

Our liquidity is highly dependent on the prices we receive for the oil, natural gas and NGLs we produce. Prices received for production heavily influence our revenue, cash flow, profitability, access to capital and future rate of growth.  See Revenues above for a comparison of year-over-year price realizations and RESULTS OF OPERATIONS above for analysis of the impact realized prices had on our 2014 revenues.

        During 2013,Prices we saw an improvement in our realized natural gas prices compared to the prior two years. Oilreceive are determined by prevailing market conditions. Regional and NGL prices continued to fluctuate during 2013 due toworldwide economic and geopolitical activity, supply andversus demand, factors,weather, seasonality and other geopoliticalfactors influence market conditions, which often result in significant volatility in commodity prices.  In the fourth quarter of 2014, oil, gas and economic factors. It is likely thatNGL commodity prices willbegan declining significantly and are likely to continue to fluctuate in the future. SeeRevenues above for more information about our realized commodity prices.

We deal with volatility in commodity prices primarily by maintaining flexibility in our capital investment program.program with a diversified drilling portfolio and limited long-term commitments, which enables us to respond quickly to industry volatility.  In addition, we periodically hedgebelieve our conservative use of leverage and strong balance sheet will mitigate our exposure to lower prices.

From time to time we may enter into hedging agreements.  At December 31, 2014, however, we had no hedges outstanding.  Hedges limit volatility and increase the predictability of a portion of our cash flow.  Hedge transactions also limit potential gains when oil and/and gas prices exceed the prices established by the hedges.  Management will decide whether or not to enter into derivative contracts depending on their view of underlying supply and demand trends, changes in the oil and gas production to mitigate our potential exposure to price declinesfutures markets and the corresponding negative impact on cash flow available for investment.other considerations.

 During 2013, our2014, we invested $1.88 billion in exploration and development (E&D) expenditures of $1.6 billionand $250 million in property acquisitions.  We also invested $100.6 million in other fixed assets.  These investments were largely funded by cash flow provided by operating activities (operating cash flow). and proceeds from property sales. Based on current economic conditions, our 20142015 E&D capital expenditures are estimated to be $1.8 billion, which we expectrange from $900 million to be funded primarily by operating cash flow and long-term debt. Occasional sales of non-core assets may also be used to supplement funding of capital expenditures. The timing of$1.1 billion.  Additional capital expenditures for gathering, processing and the receipt of cash flows do not necessarily match, causing usother fixed assets are expected to borrow and repay funds under our bank credit facility throughout the year.approximate $50-80 million. 

        We consider acquisition opportunities that play to our strengths and that have drilling upside. However, the timing and size of potential acquisitions is unpredictable.

At December 31, 2013,2014, our long-term debt totaled $924 million$1.5 billion and consisted of $750 million of 5.875% senior notes due in 2022 and $174$750 million of borrowings under our4.375% senior unsecured revolving credit facility.notes due in 2024.  We also had letters of credit outstanding under our credit facilityCredit Facility of $2.5 million, leaving an unused borrowing availability of $823.5$997.5 million.

Our debt to total capitalization at December 31, 20132014 was 19%25%. The reconciliation of debt to total capitalization, which is a non-GAAP measure, isis:  long-term debt ($924 million)of $1.5 billion divided by the sum of long-term debt of $1.5 billion plus stockholders'stockholders’ equity ($4,022 million).of $4.5 billion. Management believes that this non-GAAP measure is useful information as it is a common statistic used in the investment community.community to assist with the analysis of the financial condition of an entity.

We believe that our operating cash flow and other capital resources will be adequate to meet our needs for planned capital expenditures, working capital, debt servicingservice and dividend payments in 20142015 and beyond.

Sources and Uses of Cash

Our primary sources of liquidity and capital resources are operating cash flow, borrowings under our bank credit facility,Credit Facility, asset sales and occasional public offerings of debt securities.financings. Our primary uses of funds are expenditures for exploration and development, leasehold and property acquisitions, other capital expenditures, debt service and cash dividends paid to holders of our common stock dividends.stock.


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The following table presents our sources and uses of cash and cash equivalents from 20112012 to 2013.2014. Capital expenditures are presented on a cash basis. These amounts differ from capital expenditures (including accruals) that are referred to elsewhere in this report.

 

 

 

 

 

 

 

 

 


 For the Years Ended December 31, 

 

Years Ended December 31,

(in thousands)
 2013 2012 2011 

    

2014

 

2013

 

2012

Sources of cash and cash equivalents:

       

    

 

    

    

 

    

    

 

    

Operating cash flow

 $1,324,348 $1,192,764 $1,292,275 

 

$

1,619,365 

 

$

1,324,348 

 

$

1,192,764 

Sales of oil and gas and other assets

 93,164 312,622 229,355 

 

 

458,394 

 

 

93,164 

 

 

312,622 

Net increase in bank debt

 174,000  55,000 

 

 

 —

 

 

174,000 

 

 

 —

Increase in other long-term debt

  750,000  

 

 

750,000 

 

 

 —

 

 

750,000 

Issuance of common stock and other

 14,494 11,433 10,411 

 

 

11,898 

 

 

14,494 

 

 

11,433 
       

Total sources of cash and cash equivalents

 1,606,006 2,266,819 1,587,041 

 

 

2,839,657 

 

 

1,606,006 

 

 

2,266,819 
       

Uses of cash and cash equivalents:

       

 

 

 

 

 

 

 

 

 

Oil and gas capital expenditures

 (1,572,288) (1,662,707) (1,562,159)

 

 

(2,108,250)

 

 

(1,572,288)

 

 

(1,662,707)

Other capital expenditures

 (51,913) (64,987) (96,642)

 

 

(90,611)

 

 

(51,913)

 

 

(64,987)

Net decrease in bank debt

  (55,000)  

 

 

(174,000)

 

 

 —

 

 

(55,000)

Decrease in other long-term debt

  (363,595)  

 

 

 —

 

 

 —

 

 

(363,595)

Financing costs incurred

 (100) (13,821) (7,379)

 

 

(11,616)

 

 

(100)

 

 

(13,821)

Dividends paid

 (46,712) (39,577) (32,581)

 

 

(53,849)

 

 

(46,712)

 

 

(39,577)
       

Total uses of cash and cash equivalents

 (1,671,013) (2,199,687) (1,698,761)

 

 

(2,438,326)

 

 

(1,671,013)

 

 

(2,199,687)
       

Net increase (decrease) in cash and cash equivalents

 $(65,007)$67,132 $(111,720)

 

$

401,331 

 

$

(65,007)

 

$

67,132 
       
       

Cash and cash equivalents at end of year

 $4,531 $69,538 $2,406 

 

$

405,862 

 

$

4,531 

 

$

69,538 
       
       

Analysis of Cash Flow Changes (See the Consolidated Statements of Cash Flows)

        CashNet cash flow provided by operating activities (operating cash flow) for 2013 was $1.32014 increased $295 million to $1.62 billion compared to $1.2$1.32 billion for 2012 and $1.3 billion for 2011.2013.  The 22% increase from 2012 to 2013 was primarily a result of increased revenuerevenues from greater production volumes and higher realized commodityprices for natural gas and NGLs, which were partially offset by lower realized oil prices and increased operating expenses.  Similarly, the 11% increase in 2013 operating cash flow compared to 2012 was mostly due to higher production volumes which wasand increased realized prices for oil and natural gas, partially offset by higher production relatedlower realized prices for NGLs and increased operating expenses. The decrease in 2012 compared to 2011was mostly due to lower realized commodity prices, which were only partially offset by higher oil and NGL sales volumes.

In 2013,2014,  net cash flow used infor investing activities was $1.5$1.74 billion, compared to $1.4$1.53 billion for both 20122013 and 2011.$1.42 billion for 2012. In 2013, we had2014, our E&D and other capital expenditures of $1.6investments were $2.20 billion, which were partially offset by proceeds from asset sales of $93$458 million. Our 20122013 E&D and other capital expenditures were $1.7$1.62 billion, which were partially offset by asset sales of $313$93 million. For 2011,2012, our E&D and other capital expenditures of $1.6$1.73 billion were partially offset by asset sales of $229$313 million.

Net cash flow provided by financing activities in 20132014 was $141.7$522 million compared to $289.4$142 million in 20122013 and $25.5$289 million in 2011. 2012.  During 2014, we issued $750 million of senior notes and had $12 million of proceeds from issuance of common stock from employee option exercises.  These cash inflows were partially offset by payments of $174 million on our Credit Facility, $12 million for financing costs and dividend payments of $54 million. 

In 2013, we hadfinancing activity cash inflows came from net bank borrowings of $174.0$174 million together with net proceeds from the issuance of common stock from employee option exercises and other of $14.4$14 million, which were partially offset by $46.7$46 million of dividend payments. During 2012, cash proceeds from issuance of $750.0$750 million of long-term debtsenior notes and $11.4$11 million of commonproceeds from employee stock option exercises were offset by debt payments of $418.6$418 million, financing costs of $13.8$14 million and dividend payments of $39.6$40 million. Our 2011 net cash inflow came from net bank borrowing of $55.0 million plus $10.4 million from the issuance of common stock, less $32.6 million of dividend payments and $7.3 million of financing costs.


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Reconciliation of Adjusted Cash Flow from Operations

 

 

 

 

 

 


 For the Year Ended December 31, 

 

Years Ended December 31,

(in thousands)
 2013 2012 2011 

    

2014

    

2013

    

2012

Net cash provided by operating activities

 $1,324,348 $1,192,764 $1,292,275 

 

$

1,619,365 

 

$

1,324,348 

 

$

1,192,764 

Change in operating assets and liabilities

 63,840 (58,049) 22,686 

 

 

14,847 

 

 

63,840 

 

 

(58,049)
       

Adjusted cash flow from operations

 $1,388,188 $1,134,715 $1,314,961 

 

$

1,634,212 

 

$

1,388,188 

 

$

1,134,715 
       
       

 

Management believes that the non-GAAP measure of adjusted cash flow from operations is useful information for investors. It is accepted by the investment community as a means of measuring the company'sa company’s ability to fund its capital program without reflecting fluctuations caused by changes in current assets and liabilities (which are included in the GAAP measure of cash flow from operating activities). It is also used by professional research analysts in providing investment recommendations pertaining to companies in the oil and gas exploration and production industry.

Capital Expenditures

The following table sets forth certain historical information regarding capitalized expenditures for oil and gas acquisitions, exploration and development activities and property sales:

 

 

 

 


 For Years Ended
December 31,
 

 

Years Ended December 31,

(in thousands)
 2013 2012 

    

2014

    

2013

Acquisitions:

     

 

 

 

 

 

 

Proved

 $682 $2,645 

 

$

138,508 

 

$

682 

Unproved

 36,396 30,870 

 

 

111,225 

 

 

36,396 
     

 

 

249,733 

 

 

37,078 

 37,078 33,515 

Exploration and development:

 
 
 
 
 

 

 

 

 

Land & seismic

 165,107 121,960 

 

 

176,061 

 

 

165,107 

Exploration

 46,290 74,034 

 

 

40,084 

 

 

46,290 

Development

 1,354,098 1,426,918 

 

 

1,664,877 

 

 

1,354,098 
     

 

 

1,881,022 

 

 

1,565,495 

 1,565,495 1,622,912 

Property sales

 (61,503) (305,862)

 

 

(446,107)

 

 

(61,503)
     

 

$

1,684,648 

 

$

1,541,070 

 $1,541,070 $1,350,565 
     
     

 

Capital expenditures in the table above are presented on an accrual basis. Oil and gas expenditures and sales in the Consolidated Statements of Cash Flows in this report reflect capital expenditures on a cash basis, when payments are made.


TableDuring 2014, approximately 73% of Contents

        During 2013 and 2012, our $1.88 billion E&D expenditures have been largely focused onwere in the DelawarePermian Basin of our Permian region and Cana-Woodford shale of25% were in our Mid-Continent region.  The following table reflectsWe participated in the drilling and completion of 312 gross (175 net) wells, 185 of which we operated.

Of the total wells drilled, by region:171 gross (117 net) were in the Permian Basin and 139 gross (57 net) were in the Mid-Continent region.  At year-end 54 gross (32 net) wells were awaiting completion with 39 gross (27 net) in the Permian Basin and 15 gross (5 net) in the Mid-Continent region.  See Items 1 and 2 of this report for further information regarding our wells drilled and other information regarding our oil and gas properties.  

 
 For the
Years Ended
December 31,
 
 
 2013 2012 

Gross wells

       

Permian Basin

  175  182 

Mid-Continent

  183  167 

Other

  7  3 
      

  365  352 
      
      

Net wells

       

Permian Basin

  115  122 

Mid-Continent

  65  69 

Other

  5  1 
      

  185  192 
      
      

% Gross wells completed as producers

  99% 95%

Our 20142015 E&D capital expenditures areinvestment is presently expected to be approximately $1.8range from $900 million to $1.1 billion, most of which will again be directed towardstoward drilling oil and liquids-rich gas wells in the Permian Basin and Mid-Continent regions.  We intend to fund our capital program with cash on hand at December 31, 2014 and cash flow from 2015 operating activities.  Occasional sales of non-core assets may also be used to supplement funding of capital expenditures. The timing of capital expenditures and the receipt of cash flows do not necessarily match, which may cause us to borrow and repay funds under our Credit Facility throughout the year.

        WeIn the ordinary course of business we actively evaluate acquisitions,opportunities to purchase properties that utilize our technical expertise, particularly in our core areaareas of operations. We also evaluate our non-core property holdings for

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potential divestitures. For further information on our property acquisitions and dispositions, see Note 143 to the Consolidated Financial Statements in Item 8 of this report.

We have made, and will continue to make, expenditures to comply with environmental and safety regulations and requirements. These costs are considered a normal recurring cost of our ongoing operations. We do not anticipate that we will be required to expend amounts that will have a material adverse effect on our financial position or operations, nor are we aware of any pending regulatory changes that would have a material impact.

        Our 2013 drilling program is discussed in more detail inExploration and Production Overview under Item 1 of this report.

Financial Condition

        Future cash flows and the availability of financing are subject to a number of variables including success in finding and producing new reserves, production from existing wells and realized commodity prices. To meet capital and liquidity requirements, we rely on certain resources, including cash flows from operating activities, bank borrowings and access to capital markets. We routinely use our bank credit facility to finance our working capital needs.

During 2013,2014, our total assets increased $948 million$1.5 billion (20%) to $7.2$8.7 billion, up from $6.3$7.2 billion at December 31, 2012.2013. The increase was primarily due to a $961$938 million increase in net oil and gas properties.properties and a $401 million increase in cash.

Total liabilities at year-end 20132014 increased to $3.2$4.2 billion, up $401 million$1.0 billion (31%) from $2.8$3.2 billion at year-end 2012. This was mainly due to2013. During 2014, net long-term debt increased by $576 million and deferred income taxes increased $295 million. 

On December 31, 2014, stockholders’ equity totaled $4.5 billion, an increase of $174 million in long-term debt and a $338 million increase in deferred income taxes, which were partially offset by a $142 million decrease in other long-term liabilities.

        On December 31, 2013, stockholders' equity totaled$0.5 billion (12%) from $4.0 billion, up $547 million from $3.5 billion at December 31, 2012.2013. The increase primarily resulted from our 20132014 net income of $565$507 million less $56 million of dividends.

Long-Term Debt

Long-term debt at year end 2014 and 2013 consisted of the following:

 

 

 

 

 

 

 

 

    

December 31,

(in thousands)

 

2014

 

2013

Bank debt

 

$

 —

 

$

174,000 

5.875% Senior Notes,  due May 1, 2022

 

 

750,000 

 

 

750,000 

4.375% Senior Notes,  due June 1, 2024

 

 

750,000 

 

 

 —

Total long-term debt

 

$

1,500,000 

 

$

924,000 

All of our long-term debt is senior unsecured debt and is, therefore, paripassu with respect to the payment of both principal and interest.

Bank Debt

In May 2014 we amended our senior unsecured revolving Credit Facility to extend the maturity date two years to July 14, 2018 and lowered the margins applicable to loans and commitments. The amendment also raised our borrowing base from $2.25 billion to $2.5 billlion until the next regular annual redetermination date scheduled for April 15, 2015.  The borrowing base is determined at the discretion of the lenders based on the value of our proved reserves.  Our aggregate commitments remained unchanged at $1 billion.

At December 31, 2014,  we had letters of credit outstanding of $2.5 million, leaving an unused borrowing availability of $997.5 million. During 2014, we had average daily bank debt outstanding of $132.6 million, compared to $159.3 million in 2013. Our highest amount of bank borrowings outstanding during 2014 was $515.0 million in May.  During 2013, the highest amount of outstanding bank borrowings was $300 million in December.

At our option, borrowings under the Credit Facility, as amended, may bear interest at either (a) LIBOR plus 1.5 - 2.25%, based on our leverage ratio; or (b) the higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.5%, or (iii) adjusted one-month LIBOR plus 1.0% plus, in each case, an additional 0.5 - 1.25%, based on our leverage ratio.

The Credit Facility has a number of financial and non-financial covenants of which we were in compliance with at December 31, 2014. For further information see Note 2 to the Consolidated Financial Statements in Item 8 of this report.


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DividendsSenior Notes

 A quarterly cash dividend has been paid

In June 2014, we issued $750 million of 4.375% senior notes due 2024 and received net proceeds of $740.9 million, after deducting offering discounts and costs.  The net proceeds were used to stockholders every quarter sincepay outstanding bank debt and for general corporate purposes.

In April 2012, we issued $750 million of 5.875% senior notes due 2022 and received net proceeds of $737.0 million, after deducting underwriting discounts and offering costs.  We used a portion of the firstnet proceeds to retire our 7.125% senior notes and the remaining proceeds were used to pay outstanding bank debt and for general corporate purposes. 

In the second quarter of 2006. In February 2013,2012, we completed a cash tender offer to purchase all of our outstanding 7.125% senior notes. We recognized a $16.2 million loss on early extinguishment of debt during the quarterly dividend was increased to $0.14 per share from $0.12 per share. Future dividend payments will depend onsecond quarter of 2012.

Each of our leveloutstanding senior notes is governed by an indenture containing certain covenants, events of earnings, financial requirementsdefault and other factors considered relevant byrestrictive provisions.  Interest on each of the Board of Directors.senior notes is payable semi-annually.

 
 2013 2012 2011 

Dividend declared (in millions)

 $48.4 $41.3 $34.3 

Dividend per share

 $0.56 $0.48 $0.40 

Working Capital Analysis

Our working capital fluctuates primarily as a result of our realized commodity prices, changes in receivables and payables related to our operating and exploration and development activities realized commodity prices and changes related toin our operating activities.oil and gas well equipment and supplies balance.

        Working capital decreased $38.3 million from a deficit of $175.7 million atAt December 31, 2012,2014, we had working capital of $155.5 million, an increase of $369.5 million compared to a deficit of $214.0 million at December 31, 2013.

        The decreaseWorking capital increases consisted of the following:

·

Cash and cash equivalents increased by $401.3 million primarily from third quarter asset sales.

·

Operations-related accounts receivable increased $44.5 million.

·

Oil and gas well equipment and supplies increased by $23.0 million.

Increases in working capital was a result of the following:

Working capital decreases were partially offset by:by the following:

·

Operations-related accounts payable and accrued liabilities increased by $66.0 million.

·

Accrued liabilities related to our E&D expenditures increased by $27.6 million.

Accounts receivable are a major component of working capital and include a diverse group of companies comprised of major energy companies, pipeline companies, local distribution companies and other end-users. The collection of receivables during the periods presented has been timely. Historically, losses associated with uncollectible receivables have not been significant.

Long-Term Debt

        Long-term debt at December 31, 2013, and December 31, 2012, consisted of the following:

50


(in thousands)
 2013 2012 

Bank debt

 $174,000 $ 

5.875% Senior Notes due 2022

  750,000  750,000 
      

Total long-term debt

 $924,000 $750,000 
      
      

        We have a five-year senior unsecured revolving credit facility (Credit Facility) that matures July 14, 2016. Under our Credit Facility, the borrowing base is determined at the discretion of the lenders based on the value of our proved reserves. In April 2013, our borrowing base was increased from $2 billion to $2.25 billion. Our aggregate commitments remain unchanged at $1 billion. The next regular annual redetermination date is scheduled for April 15, 2014.

        As of December 31, 2013, we had $174 million of bank debt outstanding at a weighted average interest rate of 2.15%. We also had letters of credit outstanding of $2.5 million, leaving an unused borrowing


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Dividends

availabilityA quarterly cash dividend has been paid to stockholders every quarter since the first quarter of $823.5 million. During 2013, we had average daily bank debt outstanding of $159.3 million, compared2006. In February 2014, the quarterly dividend was increased to $96.3 million in 2012. Our highest amount of bank borrowings outstanding during 2013 was $300 million in December. During 2012, the highest amount of outstanding bank borrowings was $296 million in December.

        At our option, borrowings under the Credit Facility may bear interest at either (a) LIBOR plus 1.75-2.5%, based$0.16 per share from $0.14 per share. Future dividend payments will depend on our leverage ratio; or (b) the higherlevel of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) adjusted one-month LIBOR plus 1.0% plus, in each case, an additional 0.75-1.5%, based on our leverage ratio.

        The Credit Facility has a number ofearnings, financial and non-financial covenants. We were in compliance with all these covenants at December 31, 2013. For further information see Note 5 to the Consolidated Financial Statements of this report.

        In April 2012, we issued $750 million of 5.875% senior notes due May 1, 2022, with interest payable semiannually in May and November. The notes were sold to the public at par. The notes are governed by an indenture containing certain covenants, events of defaultrequirements and other restrictive provisions. We may redeem the notes in whole or in part, at any time on or after May 1, 2017, at redemption pricesfactors considered relevant by our Board of 102.938% of the principal amount as of May 1, 2017, declining to 100% on May 1, 2020 and thereafter.Directors.

 In May 2007, we issued $350 million of 7.125% senior unsecured notes at par that were scheduled to mature May 1, 2017. In March 2012, we commenced a cash tender offer (Tender Offer) to purchase all of the outstanding 7.125% senior notes. The Tender Offer was completed in the second quarter of 2012. We recognized a $16.2 million loss on early extinguishment of debt in connection with this transaction.

 

 

 

 

 

 

 

 

 

 

 

    

2014

    

2013

    

2012

Dividend declared (in millions)

 

$

55.7 

 

$

48.4 

 

$

41.3 

Dividend per share

 

$

0.64 

 

$

0.56 

 

$

0.48 

Off-Balance Sheet Arrangements

We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of December 31, 2013,2014, our material off-balance sheet arrangements included operating lease agreements, which are customary in the oil and gas industry.

Contractual Obligations and Material Commitments

At December 31, 2013,2014, we had the following contractual obligations and material commitments as follows:commitments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

    

1 Year or

    

 

 

    

 

 

    

More than

 

Contractual obligations:

Total

 

Less

 

2 - 3 Years

 

4 - 5 Years

 

5 Years

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt (1)

$

1,500,000 

 

$

 —

 

$

 —

 

$

 —

 

$

1,500,000 

 

Fixed-Rate interest payments (1)

 

642,188 

 

 

76,876 

 

 

153,750 

 

 

153,750 

 

 

257,812 

 

Operating leases

 

120,949 

 

 

10,166 

 

 

22,050 

 

 

20,938 

 

 

67,795 

 

Drilling commitments (2)

 

259,437 

 

 

240,450 

 

 

18,987 

 

 

 —

 

 

 —

 

Gathering facilities and pipelines (3)

 

6,878 

 

 

6,878 

 

 

 —

 

 

 —

 

 

 —

 

Asset retirement obligation (4)

 

173,008 

 

 

13,216 

 

 

 —

(4)

 —

(4)

 —

(4)

Other liabilities (5)

 

84,178 

 

 

20,166 

 

 

44,064 

 

 

 —

 

 

19,948 

 

Firm Transportation

 

357 

 

 

321 

 

 

36 

 

 

 —

 

 

 —

 


 
 Payments Due by Period 
Contractual obligations:
 Total 1 Year or
Less
 2 - 3 Years 4 - 5 Years More than
5 Years
 
(in thousands)
  
  
  
  
  
 

Long-term debt(1)

 $924,000 $ $174,000 $ $750,000 

Fixed-Rate interest payments(1)

  374,531  44,063  88,125  88,125  154,218 

Operating leases

  127,763  8,354  21,492  20,623  77,294 

Drilling commitments(2)

  170,595  170,595       

Gathering facilities and pipelines(3)

  1,827  1,827       

Asset retirement obligation

  154,026  27,058  (4) (4) (4)

Other(5)

  68,389  16,644  31,144  3,050  17,551 

Firm Transportation

  645  502  143     

(1)

See Item 7A: Interest Rate Risk for more information regarding fixed and variable rate debt.

(1)
These amounts do not include interest on the $174 million of bank debt outstanding at December 31, 2013. See Item 7A: Interest Rate Risk for more information regarding fixed and variable rate debt.

(2)

We have commitments of $207.7 million to finish drilling and completing wells in progress at December 31, 2014. We also have various commitments for drilling rigs. The total minimum expenditure commitments under these agreements are $51.7 million.


(3)

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(2)
Our drilling commitments consist of obligations to finish drilling and completing wells in progress at December 31, 2013.

(3)
We have projects in New Mexico and Texas where we are constructing gathering facilities and pipelines. At December 31, 2014, we had commitments of $6.9 million relating to this construction.

(4)

We have not included the long-term asset retirement obligations because we are not able to precisely predict the timing of these amounts.

(5)

Other includes the estimated value of our commitment associated with our benefit obligations and other miscellaneous commitments.

At December 31, 2013, we had commitments of $1.8 million relating to this construction.

(4)
We have not included the long-term asset retirement obligations because we are not able to precisely predict the timing of these amounts.

(5)
Other includes the estimated value of our commitment associated with our benefit obligations and other miscellaneous commitments.

        At December 31, 2013,2014, we had firm sales contracts to deliver approximately 19.430.8 Bcf of natural gas over the next 1012 months. In total, our financial exposure would be approximately $68.6$91.7 million should this gas not be delivered. Our exposure will fluctuate with price volatility and actual volumes delivered, however, we believe Cimarex haswe have no financial exposure from these contracts based on our current proved reserves and production levels. In the normal course of business we have various other delivery commitments which are not material individually or in the aggregate. All of the noted commitments were routine and were made in the normal course of our business.

        Based on

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Taking into account current commodity prices and anticipated levels of production, we believe that estimatedour net cash flow generated from operations and amounts available under our existing bank Credit Facilityother capital resources will be adequate to meet future obligations.

20142015 Outlook

        Our 2014Based on current economic conditions, our 2015 E&D capital investment is presentlyexpenditures are estimated to range from $900 million to $1.1 billion, to be allocated almost equally between our Permian Basin and Mid-Continent regions.  Investments in gathering, processing and other fixed assets are expected to be $1.8 billion, with the majorityapproximate $50-80 million.

We currently project production growth of the capital allocated3% to projects8%, or an average of 895-935 MMcfe per day, in the Permian Basin. The remainder will be spent in our Mid-Continent region, mainly drilling Cana-Woodford shale wells.

        Total company production volumes are projected to average 760-800 MMcfe/d in 2014, a midpoint increase of 13% over 2013. Oil production is expected to grow 17-19% in 2014.2015. As has been our historical practice, we regularly review capital expenditures throughout the year and will adjust our investments based on changes in commodity prices, service costs and drilling success. We have the flexibility to adjust our capital expenditures based upon market conditions.


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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Discussion and analysis of our financial condition and results of operation are based on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We analyze and base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

A complete list of our significant accounting policies are described in Note 1 to our Consolidated Financial Statements in Item 8 of this report. We have identified the following policies as being of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management.

Oil and Gas Reserves

The process of estimating quantities of oil and gas reserves is complex, requiring significant decisions in the evaluation of all available geological, geophysical, engineering and economic data. The data for a given field may also change substantially over time due to numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, material revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure that our reserve estimates represent the most accurate assessments possible, subjective decisions and available data for our various fields make these estimates generally less precise than other estimates included in financial statement disclosures.

At year-end 2013, 20%2014, 23% of our total proved reserves are categorized as proved undeveloped reserves, or PUDs. Our reserve engineers review and revise these reserve estimates regularly, as new information becomes available.

We use the units-of-production method to amortize the cost associated with our oil and gas properties. Changes in estimates of reserve quantities and commodity prices will cause corresponding changes in depletion expense, or in some cases, a full cost ceiling limitationimpairment charge in the period of the revision.

 See Note 15 toFull Cost Accounting below for further information regarding the Consolidated Financial Statementsceiling limitation calculation. See “Supplemental Oil and Gas Information” in Item 8 of this report for additional reserve data.

Full Cost Accounting

We use the full cost method of accounting for our oil and gas operations. All costs associated with property acquisition, exploration and development activities are capitalized. Exploration and development costs include dry hole costs, geological and geophysical costs, direct overhead related to exploration and development activities and other costs incurred for the purpose of finding oil and gas reserves. Salaries and benefits paid to employees directly involved in the

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exploration and development of properties, as well as other internal costs that can be directly identified with acquisition, exploration and development activities also are capitalized. Under the full cost method, no gain or loss is recognized upon the disposition of oil and gas properties unless such disposition would significantly alter the relationship between capitalized costs and proved reserves.

Companies that follow the full cost accounting method are required to make a quarterly ceiling test calculation. This test ensures that total capitalized costs for oil and gas properties (net of accumulated DD&A and deferred income taxes) do not exceed the sum of the present value discounted at 10% of estimated future net cash flows from proved reserves, the cost of properties not being amortized, the lower of cost or estimated fair value of unproven properties included in the costs being amortized and all related tax effects. We currently do not have any unproven properties being amortized. Revenue calculations in


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the reserves are based on the unweighted average first-day-of-the-month commodity price for the prior twelve12 months. Changes in proved reserve estimates (whether based upon quantity revisions or commodity price) will cause corresponding changes to the full cost ceiling limitation. If net capitalized costs subject to amortization exceed this limit, the excess would be expensed. Recorded impairment of oil and gas properties is not reversible.

Quarterly and annual ceiling tests are primarily impacted by commodity prices, reserve quantities added and produced, overall exploration and development costs, depletion expense and deferred taxes. As of December 31, 2013,2014, the calculated value of the ceiling limitation exceeded the carrying value of our oil and gas properties subject to the test, and no impairment was necessary. However, a decline of 3%8% or more in the value of the ceiling limitation would have resulted in an impairment. If pricing conditionscommodity prices stay at the current 2015 rates, decline further, or if there is a negative impact on one or more of the other components of the calculation, we maywill incur a full cost ceiling impairment related to our oil and gas properties in future quarters. An impairment charge would have no effect on liquidity or our capital resources, but couldwould adversely affect our results of operations in the period incurred.

Depletion of proved oil and gas properties is computed on the units-of-production method, whereby capitalized costs, including future development costs and asset retirement obligations, are amortized over total estimated proved reserves. Changes in our estimate of proved reserve quantities and commodity prices will cause corresponding changes in depletion expense in periods subsequent to these changes. The capitalized costs of unproved properties, including those in wells in progress, are excluded from the costs being amortized. We do not have major development projects that are excluded from costs being amortized. On a quarterly basis, we evaluate excluded costs for inclusion in the costs to be amortized resulting from the determination of proved reserves or impairments.changes in our development plans. To the extent that the evaluation indicates these properties are impaired, the amount of the impairmentwill not be developed, their cost is added to the capitalized costs to be amortized.  See Note 1 to our Consolidated Financial statements in Item 8 of this report for information regarding the effect of a ceiling impairment on our depletion rate.  Expenditures for maintenance and repairs are charged to production expense in the period incurred.

Goodwill

Goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired and is tested for impairment at least annually. In 2012, we adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update No. 2011-08:Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment (ASU 2011-08). ASU 2011-08 allows an entity toWe first assess qualitative factors to determine whether it is more likely than not (with a greater than 50% threshold) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If goodwill is determined to be impaired, then it is written down to a calculated fair value by charging the impairment to expense.

We evaluate our goodwill for impairment in the fourth quarter of each year or whenever events or changes in circumstances indicate the possibility that goodwill may be impaired. Based upon our qualitative assessment at December 31, 2013,2014, goodwill was not impaired. It is possible that goodwill could become impaired in the future if commodity prices or other economic factors become less favorable.

Contingencies

A provision for contingencies is charged to expense when the loss is probable and the cost can be reasonably estimated. Determining when expenses should be recorded for these contingencies and the appropriate amounts for accrual is a complex estimation process that includes subjective judgment. In many cases, this judgment is based on interpretation

53


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of laws and regulations, which can be interpreted differently by regulators and/or courts of law. We closely monitor known and potential legal, environmental, and other contingencies periodically to determine if we should record losses.


Table  Actual costs can vary from our estimates for a variety of Contentsreasons.  See Note 11 to the Consolidated Financial Statements in this report for further information regarding litigation and other commitments and contingencies.

At December 31, 2013,2014, we havehad not made any accruals related to environmental remediation costs. However, we may be required to make such estimates in future periods if applicable laws and regulations change or if the interpretation or administration of laws and regulations change. Other factors, such as unanticipated construction problems or identification of areas of contaminated soil or groundwater, could also cause us to accrue for such costs.

Hitch Enterprises, Inc. et al. v. Cimarex Energy Co. et al.

        On December 11, 2012, Cimarex entered into a preliminary resolution of theHitch Enterprises, Inc., et al. v. Cimarex Energy Co., et al. (Hitch) litigation matter for $16.4 million.Hitch is a statewide royalty class action pending in the Federal District Court in Oklahoma City, Oklahoma. The settlement was reached at a mediation, which occurred after the parties began to exchange information, including damage analyses, on November 16, 2012. On July 2, 2013, the Court entered a judgment approving the parties' settlement. The judgment became final and unappealable on August 2, 2013. Cimarex distributed the settlement proceeds pursuant to the Court's order in September 2013 and the administration of the settlement is ongoing. In the fourth quarter of 2012, we accrued $16.4 million for this matter.

H.B. Krug, et al. versus H&P

        In January 2009, the Tulsa County District Court issued a judgment totaling $119.6 million in theH.B. Krug, et al. versus Helmerich & Payne,  Inc. (H&P) case. This lawsuit originally was filed in 1998 and addressed H&P's conduct pertaining to a 1989 take-or-pay settlement, along with potential drainage and other related issues. Pursuant to the 2002 spin-off of Cimarex to stockholders of H&P, Cimarex assumed the assets and liabilities of H&P's exploration and production business, including this lawsuit. In 2008, we recorded litigation expense of $119.6 million for this lawsuit and began accruing additional post-judgment interest and costs.

        On August 18, 2011, the Oklahoma Court of Appeals issued an Opinion regarding theKrug litigation. The Oklahoma Court of Appeals reversed and remanded the $112.7 million disgorgement of profits award, holding the District Court erred in failing to make the required findings of fact and conclusions of law. In all other respects, the Court of Appeals affirmed the judgment, including damages of $6.845 million. On February 13, 2012, the Oklahoma Supreme Court granted Cimarex's Petition for Certiorari, which requested a review of the affirmed portion of the judgment.

        On December 10, 2013, the Oklahoma Supreme Court reversed the trial court's original judgment of $119.6 million and affirmed an alternative jury verdict for $3.65 million. In light of the Oklahoma Supreme Court's ruling, on December 31, 2013, we reduced previously recognized litigation expense and the associated long-term liability by $142.8 million. A portion of our anticipated remaining liability includes estimates for amounts yet to be adjudicated. These estimates are likely to change.

        On December 30, 2013, the Plaintiffs filed a Petition for Rehearing with the Oklahoma Supreme Court. On February 24, 2014, the Oklahoma Supreme Court denied the Plaintiffs' Petition for Rehearing. Our assessments and estimates likely will change in the future as a result of legal proceedings that cannot be predicted at this time.

        In the normal course of business, we have various litigation matters. We assess the probability of estimable amounts related to litigation matters in accordance with guidance established by the FASB and adjust our accruals accordingly. Though some of the related claims may be significant, the resolution of them we believe, individually or in the aggregate, would not have a material adverse effect on our financial condition or results of operations. See Note 13 to the Consolidated Financial Statements for additional information regarding our contingencies.


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Asset Retirement Obligation

Our asset retirement obligation represents the estimated present value of the amount we will incur to retire long-lived assets at the end of their productive lives, in accordance with applicable state laws. Our asset retirement obligation is determined by calculating the present value of estimated cash flows related to the liability. The retirement obligation is recorded as a liability at its estimated present value as of inception with an offsetting increase in the carrying amount of the related long-lived asset. Periodic accretion of discount of the estimated liability is recorded as an expense in the income statement. The cost of the tangible asset, including the asset retirement cost, is depreciated over the useful life of the asset.

Asset retirement liability is determined using significant assumptions including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of assets and our risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligation. Because of the subjectivity of assumptions, the costs to ultimately retire our wells may vary significantly from prior estimates. See Note 49 to the Consolidated Financial Statements of this report for additional information regarding our asset retirement obligations.

Income Taxes

Our oil and gas exploration and production operations are subject to taxation on income in numerous jurisdictions.  We record deferred tax assets and liabilities to account for the expected future tax consequences of events that have been recognized in our financial statements and our tax returns.  We routinely assess the realizability of our deferred tax assets.  If we conclude that it is more likely than not that some portion or all of the deferred tax assets will not be realized under accounting standards, the tax asset would be reduced by a valuation allowance.  Numerous judgments and assumptions are inherent in the determination of future taxable income, including factors such as future operating conditions (particularly as related to prevailing oil and gas prices).

The company regularly assesses and, if required, establishes accruals for tax contingencies that could result from assessments of additional tax by taxing jurisdictions where the company operates.  See Note 10 to the Consolidated Financial Statements of this report for additional information regarding our income taxes.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606).  The new revenue standard provides a five-step analysis of transactions to determine when and how revenue is recognized.  The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition,  and most industry-specific guidance throughout the Industry Topics of the CodificationWe must comply with this ASU beginning in fiscal year 2017 and early adoption is not permitted.  Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach.  We are currently evaluating the potential impact of this guidance, but at this time, do not expect that the adoption of this standard will have a material effect on our financial position or results of operation.

        No significant accounting standards applicable to Cimarex have been issued during the year ended December 31, 2013.

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ITEM 7A.  QUANTITATIVEQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses but rather indicators of reasonably possible losses.

Price Fluctuations

Our major market risk is pricing applicable to our oil, gas and gasNGL production. The prices we receive for our production are based on prevailing market conditions and are influenced by many factors that are beyond our control. Pricing for oil, gas and gasNGL production has been volatile and unpredictable.

   We periodically enter into financial derivative contracts to hedge a portion of our price risk associated with our future oil and gas production.

        The following tables detail the financial derivative contracts we have in place as of  At December 31, 2013:

Oil Contracts 
 
  
  
  
 Weighted Average
Price
  
 
 
  
  
  
 Fair Value
(in thousands)
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Jan 14 - Dec 14

 Collars 12,000 Bbls WTI $85.00 $103.47 $1,416 

(1)
WTI refers to West Texas Intermediate price as quoted on the New York Mercantile Exchange.

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Gas Contracts 
 
  
  
  
 Weighted Average
Price
  
 
 
  
  
  
 Fair Value
(in thousands)
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Jan 14 - Dec 14

 Collars 80,000 MMBtu PEPL $3.51 $4.57 $2,329 

Jan 14 - Dec 14

 Collars 20,000 MMBtu Perm EP $3.65 $4.50 $90 

Feb 14 - Dec 14

 Collars 10,000 MMBtu Perm EP $3.65 $4.50 $44 

(1)
PEPL refers to Panhandle Eastern Pipe Line, Tex/OK Mid-Continent Index as quoted2014, we had no hedges in Platt's Inside FERC. Perm EP refers to El Paso Natural Gas Company, Permian Basin Index as quoted in Platt's Inside FERC.

        While these contracts limit the downside risk of adverse price movements, they may also limit future revenues from favorable price movements. For the oil contracts listed above, a hypothetical $1.00 change in the price below or above the contracted price applied to the notional amounts would cause a change in our gain (loss) on mark-to-market derivatives in 2013 of $4.4 million. For the gas contracts listed above, a hypothetical $0.10 change in the price below or above the contracted price applied to the notional amounts would cause a change in our gain (loss) on mark-to-market derivatives in 2013 of $4.0 million.place. 

        Subsequent to December 31, 2013, we entered into gas collars. See Note 2 to the Consolidated Financial Statements of this report for additional information regarding our derivative instruments.

Counterparty credit risk did not have a significant effect on our cash flow calculations and commodity derivative valuations. This is primarily because we have mitigated our exposure to any single counterparty by contracting with numerous counterpartiesa number of financial institutions, each of which had a high credit rating and becausewas a member of our derivative contracts are held with "investment grade" counterparties that are a part of ourbank credit facility. See Note 25 to the Consolidated Financial Statements of this report for additional information regarding our derivative instruments.

Interest Rate Risk

At December 31, 2013,2014,  our long-term debt was comprisedconsisted of the following:

(in thousands)
 Fixed
Rate Debt
 Variable
Rate Debt
 

Bank debt

 $ $174,000 

5.875% Notes due 2022

  750,000   
      

Total long-term debt

 $750,000 $174,000 
      
      

        As of December 31, 2013, the amounts outstanding under our five-year$750 million in 5.875% senior unsecured revolving credit facility bears interest at either (a) LIBOR plus 1.75-2.5%, based on our leverage ratio, or (b) the higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) adjusted one-month LIBOR plus 1.0% plus, in each case, an additional 0.75-1.5%, based on our leverage ratio. Our senior unsecured notes bear interest at a fixed rate of 5.875% andthat will mature on May 1, 2022.

        We2022 and $750 million in 4.375% senior notes that will mature on June 1, 2024.  Because all of our long-term debt is at a fixed rate, we consider our interest rate exposure to be minimal because approximately 81% of our long-term debt obligations were at fixed rates. An increase of 100 basis points in the interest rate of our variable rate debt would increase our annual interest expense by $1.7 million.minimal.  This sensitivity analysis for interest rate risk excludes accounts receivable,receivables, accounts payable and accrued liabilities because of the short-term maturity of such instruments.  See Note 32 and Note 54 to the Consolidated Financial Statements in this report for additional information regarding debt.


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ITEM 8.  FINANCIAL STATEMENTSSTATEMENTS AND SUPPLEMENTARY DATA

CIMAREX ENERGY CO.

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES


Page

Report of Independent Registered Public Accounting Firm for the years ended December 31, 2014, 2013, 2012, and 20112012

55

57

Consolidated balance sheets as of December 31, 20132014 and 20122013

56

58

Consolidated statements of income and comprehensive income for the years ended December 31, 2014, 2013, 2012, and 20112012

57

59

Consolidated statements of cash flows for the years ended December 31, 2014, 2013, 2012, and 20112012

58

60

Consolidated statements of stockholders'stockholders’ equity for the years ended December 31, 2014, 2013, 2012, and 20112012

59

61

Notes to consolidated financial statements

60Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

62

Note 2 – Long-term Debt

66

Note 3 – Property Sales and Acquisitions

67

Note 4 – Fair Value Measurements

68

Note 5 – Derivative Instruments/Hedging

69

Note 6 – Capital Stock

70

Note 7 – Stock-Based and Other Compensation

71

Note 8 – Earnings per Share

74

Note 9 – Asset Retirement Obligations

75

Note 10 – Income Taxes

75

Note 11 – Commitments and Contingencies

76

Note 12 – Related Party Transactions

78

Note 13 – Supplemental Cash Flow Information

78

Supplemental information to consolidated financial statements

Supplemental oil and gas information (Unaudited)

79

Supplemental quarterly financial data (Unaudited)

84

All other supplemental information and schedules have been omitted because they are not applicable or the information required is shown in the consolidated financial statements or related notes thereto.


56


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Cimarex Energy Co.:

We have audited the accompanying consolidated balance sheets of Cimarex Energy Co. and subsidiaries (the Company) as of December 31, 20132014 and 2012,2013, and the related consolidated statements of income and comprehensive income, stockholders'stockholders’ equity, and cash flows for each of the years in the three-yearthree year period ended December 31, 2013.2014. These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these consolidated 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cimarex Energy Co. and subsidiaries as of December 31, 20132014 and 2012,2013, and the results of their operations and their cash flows for each of the years in the three-yearthree year period ended December 31, 2013,2014, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company'sCimarex Energy Co. and subsidiaries’ internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control—Control – Integrated Framework (2013) (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 201425, 2015 expressed an unqualified opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting.

KPMG LLP

Denver, Colorado

February 26, 201425, 2015


57



CIMAREX ENERGY CO.

CONSOLIDATED BALANCE SHEETSSHEETS

(in thousands, except share and per share information)

 
 December 31, 
 
 2013 2012 

Assets

       

Current assets:

       

Cash and cash equivalents

 $4,531 $69,538 

Restricted cash

  818   

Accounts receivable:

       

Trade, net of allowance

  83,070  55,528 

Oil and gas sales, net of allowance

  265,050  239,106 

Gas gathering, processing, and marketing, net of allowance

  19,102  7,901 

Other

  532  439 

Oil and gas well equipment and supplies

  66,772  81,029 

Deferred income taxes

  16,854  8,477 

Derivative instruments

  4,268   

Prepaid Expenses

  7,867  7,420 

Other current assets

  275  699 
      

Total current assets

  469,139  470,137 
      

Oil and gas properties at cost, using the full cost method of accounting:

       

Proved properties

  12,863,961  11,258,748 

Unproved properties and properties under development, not being amortized

  585,361  645,078 
      

  13,449,322  11,903,826 

Less—accumulated depreciation, depletion and amortization

  (7,483,685) (6,899,057)
      

Net oil and gas properties

  5,965,637  5,004,769 
      

Fixed assets, less accumulated depreciation of $167,675 and $145,130

  146,918  152,605 

Goodwill

  620,232  620,232 

Other assets, net

  51,209  57,409 
      

 $7,253,135 $6,305,152 
      
      

Liabilities and Stockholders' Equity

       

Current liabilities:

       

Accounts payable:

       

Trade

 $80,918 $88,168 

Gas gathering, processing, and marketing

  35,192  15,485 

Accrued liabilities:

       

Exploration and development

  173,298  155,002 

Taxes other than income

  27,509  29,179 

Other

  211,688  208,728 

Derivative instruments

  389   

Revenue payable

  154,173  149,300 
      

Total current liabilities

  683,167  645,862 
      

Long-term debt

  924,000  750,000 

Deferred income taxes

  1,459,841  1,121,353 

Asset retirement obligation

  126,968  133,991 

Other liabilities

  36,951  179,210 
      

Total liabilities

  3,230,927  2,830,416 
      

Commitments and contingencies

       

Stockholders' equity:

       

Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued

     

Common stock, $0.01 par value, 200,000,000 shares authorized, 87,152,197 and 86,595,976 shares issued, respectively

  872  866 

Paid-in capital

  1,970,113  1,939,628 

Retained earnings

  2,050,034  1,533,768 

Accumulated other comprehensive income

  1,189  474 
      

  4,022,208  3,474,736 
      

 $7,253,135 $6,305,152 
      
      

 

 

 

 

 

 

 

 

 

 

December 31,

 

    

2014

    

2013

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

405,862 

 

$

4,531 

Accounts receivable:

 

 

 

 

 

 

Trade, net of allowance

 

 

134,443 

 

 

83,070 

Oil and gas sales, net of allowance

 

 

259,220 

 

 

265,050 

Gas gathering, processing, and marketing, net of allowance

 

 

18,009 

 

 

19,102 

Other

 

 

436 

 

 

532 

Oil and gas well equipment and supplies

 

 

89,780 

 

 

66,772 

Deferred income taxes

 

 

13,475 

 

 

16,854 

Derivative instruments

 

 

 —

 

 

4,268 

Prepaid Expenses

 

 

9,356 

 

 

7,867 

Other current assets

 

 

1,223 

 

 

1,093 

Total current assets

 

 

931,804 

 

 

469,139 

Oil and gas properties at cost, using the full cost method of accounting:

 

 

 

 

 

 

Proved properties

 

 

14,402,064 

 

 

12,863,961 

Unproved properties and properties under development, not being amortized

 

 

759,149 

 

 

585,361 

 

 

 

15,161,213 

 

 

13,449,322 

Less—accumulated depreciation, depletion and amortization

 

 

(8,257,502)

 

 

(7,483,685)

Net oil and gas properties

 

 

6,903,711 

 

 

5,965,637 

Fixed assets, less accumulated depreciation of $175,453 and $167,675

 

 

211,031 

 

 

146,918 

Goodwill

 

 

620,232 

 

 

620,232 

Other assets, net

 

 

58,515 

 

 

51,209 

 

 

$

8,725,293 

 

$

7,253,135 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable:

 

 

 

 

 

 

Trade

 

$

102,276 

 

$

80,918 

Gas gathering, processing, and marketing

 

 

35,775 

 

 

35,192 

Accrued liabilities:

 

 

 

 

 

 

Exploration and development

 

 

200,929 

 

 

173,298 

Taxes other than income

 

 

26,950 

 

 

27,509 

Other

 

 

219,505 

 

 

211,688 

Derivative instruments

 

 

 —

 

 

389 

Revenue payable

 

 

190,892 

 

 

154,173 

Total current liabilities

 

 

776,327 

 

 

683,167 

Long-term debt

 

 

1,500,000 

 

 

924,000 

Deferred income taxes

 

 

1,754,706 

 

 

1,459,841 

Asset retirement obligation

 

 

159,792 

 

 

126,968 

Other liabilities

 

 

33,836 

 

 

36,951 

Total liabilities

 

 

4,224,661 

 

 

3,230,927 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued

 

 

 —

 

 

 —

Common stock, $0.01 par value, 200,000,000 shares authorized, 87,592,535 and 87,152,197 shares issued, respectively

 

 

876 

 

 

872 

Paid-in capital

 

 

1,997,080 

 

 

1,970,113 

Retained earnings

 

 

2,501,574 

 

 

2,050,034 

Accumulated other comprehensive income

 

 

1,102 

 

 

1,189 

 

 

 

4,500,632 

 

 

4,022,208 

 

 

$

8,725,293 

 

$

7,253,135 

The accompanying notes are an integral part of these consolidated financial statements.


58



CIMAREX ENERGY CO.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)


 For the Years Ended 

 

 

 

 

 

 


 December 31, 

 

Years Ended December 31,


 2013 2012 2011 

    

2014

    

2013

    

2012

Revenues:

       

 

 

 

 

 

 

 

 

 

Oil sales

 

$

1,308,958 

 

$

1,250,212 

 

$

1,027,757 

Gas sales

 $471,045 $340,744 $530,334 

 

687,930 

 

471,045 

 

340,744 

Oil sales

 1,250,212 1,027,757 909,344 

NGL Sales

 231,248 213,149 263,842 

 

 

375,941 

 

 

231,248 

 

 

213,149 

Gas gathering, processing and other

 45,441 43,042 53,640 

Gas marketing, net of related costs of $187,772, $86,813 and $119,725 respectively

 105 (754) 729 

Gas gathering and other

 

 

49,602 

 

 

45,441 

 

 

43,042 

Gas marketing, net of related costs of $256,836, $187,772 and $86,813 respectively

 

 

1,745 

 

 

105 

 

 

(754)
       

 

 

2,424,176 

 

 

1,998,051 

 

 

1,623,938 

 1,998,051 1,623,938 1,757,889 
       

Costs and expenses:

       

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 615,874 513,916 390,461 

 

 

806,021 

 

 

615,874 

 

 

513,916 

Asset retirement obligation

 7,989 13,019 11,451 

 

 

10,082 

 

 

7,989 

 

 

13,019 

Production

 286,742 258,584 247,048 

 

 

342,304 

 

 

286,742 

 

 

258,584 

Transportation and other operating

 93,580 57,354 56,711 

Gas gathering and processing

 25,876 21,965 23,327 

Transportation, processing, and other operating

 

 

195,414 

 

 

93,580 

 

 

57,354 

Gas gathering and other

 

 

35,113 

 

 

25,876 

 

 

21,965 

Taxes other than income

 112,732 86,994 126,468 

 

 

128,793 

 

 

112,732 

 

 

86,994 

General and administrative

 77,466 54,428 45,256 

 

 

81,160 

 

 

77,466 

 

 

54,428 

Stock compensation

 14,279 21,919 18,949 

 

 

15,001 

 

 

14,279 

 

 

21,919 

(Gain) loss on derivative instruments, net

 209 (245) (10,322)

 

 

(3,762)

 

 

209 

 

 

(245)

Other operating (income) expense, net

 (132,334) 24,961 10,263 

 

 

116 

 

 

(132,334)

 

 

24,961 
       

 

 

1,610,242 

 

 

1,102,413 

 

 

1,052,895 

 1,102,413 1,052,895 919,612 
       

Operating income

 895,638 571,043 838,277 

 

 

813,934 

 

 

895,638 

 

 

571,043 

Other (income) and expense:

       

 

 

 

 

 

 

 

 

 

Interest expense

 54,973 49,317 35,611 

 

 

72,865 

 

 

54,973 

 

 

49,317 

Capitalized interest

 (31,517) (35,174) (29,057)

 

 

(35,925)

 

 

(31,517)

 

 

(35,174)

Loss on early extinquishment of debt

  16,214  

Loss on early extinguishment of debt

 

 

 —

 

 

 —

 

 

16,214 

Other, net

 (21,518) (19,864) (9,758)

 

 

(28,907)

 

 

(21,518)

 

 

(19,864)
       

Income before income tax

 893,700 560,550 841,481 

 

 

805,901 

 

 

893,700 

 

 

560,550 

Income tax expense

 329,011 206,727 311,549 

 

 

298,697 

 

 

329,011 

 

 

206,727 
       

Net income

 $564,689 $353,823 $529,932 

 

$

507,204 

 

$

564,689 

 

$

353,823 
       
       

Earnings per share to common shareholders:

       

Earnings per share to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

       

 

 

 

 

 

 

 

 

 

Distributed

 $0.56 $0.48 $0.40 

 

$

0.64 

 

$

0.56 

 

$

$
0.48 

Undistributed

 5.92 3.60 5.77 

 

 

5.15 

 

 

5.92 

 

 

3.60 
       

 $6.48 $4.08 $6.17 
       
       

 

$

5.79 

 

$

6.48 

 

$

4.08 

Diluted

       

 

 

 

 

 

 

 

 

 

Distributed

 $0.56 $0.48 $0.40 

 

$

0.64 

 

$

0.56 

 

$

$
0.48 

Undistributed

 5.91 3.59 5.75 

 

 

5.14 

 

 

5.91 

 

 

3.59 
       

 

$

5.78 

 

$

6.47 

 

$

4.07 

 $6.47 $4.07 $6.15 
       
       

Comprehensive income:

       

 

 

 

 

 

 

 

 

 

Net income

 $564,689 $353,823 $529,932 

 

$

507,204 

 

$

564,689 

 

$

353,823 

Other comprehensive income:

       

 

 

 

 

 

 

 

 

 

Change in fair value of investments, net of tax

 715 488 (278)

 

 

(87)

 

 

715 

 

 

488 
       

Total comprehensive income

 $565,404 $354,311 $529,654 

 

$

507,117 

 

$

565,404 

 

$

354,311 
       
      ��

 

The accompanying notes are an integral part of these consolidated financial statements.


59



CIMAREX ENERGY CO.

CONSOLIDATED STATEMENTS OF CASH FLOWSFLOWS

(in thousands)

 

 

 

 

 

 

 

 

 


 Years Ended December 31, 

 

Years Ended December 31,


 2013 2012 2011 

    

2014

    

2013

    

2012

Cash flows from operating activities:

       

 

 

 

 

 

 

 

 

 

Net income

 $564,689 $353,823 $529,932 

 

$

507,204 

 

$

564,689 

 

$

353,823 

Adjustments to reconcile net income to net cash provided by operating activities:

       

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 615,874 513,916 390,461 

 

 

806,021 

 

 

615,874 

 

 

513,916 

Asset retirement obligation

 7,989 13,019 11,451 

 

 

10,082 

 

 

7,989 

 

 

13,019 

Deferred income taxes

 329,700 208,216 357,622 

 

 

298,293 

 

 

329,700 

 

 

208,216 

Stock compensation

 14,279 21,919 18,949 

 

 

15,001 

 

 

14,279 

 

 

21,919 

(Gain) loss on derivative instruments

 209 (245) (10,322)

 

 

(3,762)

 

 

209 

 

 

(245)

Settlements on derivative instruments

 (4,088)  6,711 

 

 

7,641 

 

 

(4,088)

 

 

 —

Loss on early extinguishment of debt

  16,214  

 

 

 —

 

 

 —

 

 

16,214 

Changes in non-current assets and liabilities

 (141,215) 3,125 4,418 

 

 

(2,440)

 

 

(141,215)

 

 

3,125 

Other, net

 751 4,728 5,739 

 

 

(3,828)

 

 

751 

 

 

4,728 

Changes in operating assets and liabilities:

       

 

 

 

 

 

 

 

 

 

Receivables, net

 (64,780) 56,435 (48,632)

 

 

(35,133)

 

 

(64,780)

 

 

56,435 

Other current assets

 14,234 4,209 32,593 

 

 

(25,428)

 

 

14,234 

 

 

4,209 

Accounts payable and other current liabilities

 (13,294) (2,595) (6,647)

 

 

45,714 

 

 

(13,294)

 

 

(2,595)
       

Net cash provided by operating activities

 1,324,348 1,192,764 1,292,275 

 

 

1,619,365 

 

 

1,324,348 

 

 

1,192,764 
       

Cash flows from investing activities:

       

 

 

 

 

 

 

 

 

 

Oil and gas expenditures

 (1,572,288) (1,662,707) (1,562,159)

 

 

(2,108,250)

 

 

(1,572,288)

 

 

(1,662,707)

Sales of oil and gas assets

 61,503 311,562 117,344 

 

 

449,981 

 

 

61,503 

 

 

311,562 

Sales of other assets

 31,661 1,060 112,011 

 

 

8,413 

 

 

31,661 

 

 

1,060 

Other capital expenditures

 (51,913) (64,987) (96,642)

 

 

(90,611)

 

 

(51,913)

 

 

(64,987)
       

Net cash used by investing activities

 (1,531,037) (1,415,072) (1,429,446)

 

 

(1,740,467)

 

 

(1,531,037)

 

 

(1,415,072)
       

Cash flows from financing activities:

       

 

 

 

 

 

 

 

 

 

Net bank debt borrowings

 174,000 (55,000) 55,000 

 

 

(174,000)

 

 

174,000 

 

 

(55,000)

Proceeds from other long-term debt

  750,000  

 

 

750,000 

 

 

 —

 

 

750,000 

Other long-term debt payments

  (363,595)  

 

 

 —

 

 

 —

 

 

(363,595)

Financing costs incurred

 (100) (13,821) (7,379)

 

 

(11,616)

 

 

(100)

 

 

(13,821)

Dividends paid

 (46,712) (39,577) (32,581)

 

 

(53,849)

 

 

(46,712)

 

 

(39,577)

Issuance of common stock and other

 14,494 11,433 10,411 

 

 

11,898 

 

 

14,494 

 

 

11,433 
       

Net cash provided by financing activities

 141,682 289,440 25,451 

 

 

522,433 

 

 

141,682 

 

 

289,440 
       

Net change in cash and cash equivalents

 (65,007) 67,132 (111,720)

 

 

401,331 

 

 

(65,007)

 

 

67,132 

Cash and cash equivalents at beginning of period

 69,538 2,406 114,126 

 

 

4,531 

 

 

69,538 

 

 

2,406 
       

Cash and cash equivalents at end of period

 $4,531 $69,538 $2,406 

 

$

405,862 

 

$

4,531 

 

$

69,538 
       
       

 

The accompanying notes are an integral part of these consolidated financial statements.


60



CIMAREX ENERGY CO.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYSTOCKHOLDERS’ EQUITY

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 Common Stock  
  
 Accumulated
Other
Comprehensive
Income (loss)
  
  
 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 


 Paid-in
Capital
 Retained
Earnings
 Treasury
Stock
 Total
Stockholders'
Equity
 

 

 

 

 

 

 

 

 

 

 

Other

 

Total


 Shares AmountAccumulated
Other
Comprehensive
Income (loss)

 

Common Stock

 

Paid-in

 

Retained

 

Comprehensive

 

Stockholders’

Balance, December 31, 2010

 85,235 $852 $1,883,065 $725,651 $264 $ $2,609,832

Dividends

 
 
 
 
(34,320

)
 
 
 
(34,320

Net Income

    529,932   529,932 

Unrealized change in fair value of investments, net of tax

     (278)  (278)

Issuance of restricted stock awards

 655 7 (7)     

Common stock reacquired and retired

 (192) (2) (16,064)    (16,066)

Restricted stock forfeited and retired

 (37)       

Exercise of stock options

 78 1 3,192    3,193 

Vesting of restricted stock units

 35       

Stock-based compensation

   31,102    31,102 

Stock-based compensation tax benefit

   7,218    7,218 
               

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income (loss)

 

Equity

Balance, December 31, 2011

 85,774 $858 $1,908,506 $1,221,263 $(14)$ $3,130,613 

    

85,774 

 

$

858 

 

$

1,908,506 

 

$

1,221,263 

 

$

(14)

    

$

3,130,613 

Dividends

 
 
 
 
(41,318

)
 
 
 
(41,318

)

 

 —

 

 

 —

 

 

 —

 

 

(41,318)

 

 

 —

 

 

(41,318)

Net Income

    353,823   353,823 

 

 —

 

 

 —

 

 

 —

 

 

353,823 

 

 

 —

 

 

353,823 

Unrealized change in fair value of investments, net of tax

     488  488 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

488 

 

 

488 

Issuance of restricted stock awards

 562 5 (5)     

 

562 

 

 

 

 

(5)

 

 

 —

 

 

 —

 

 

 —

Common stock reacquired and retired

 (184) (2) (11,015)    (11,017)

 

(184)

 

 

(2)

 

 

(11,015)

 

 

 —

 

 

 —

 

 

(11,017)

Restricted stock forfeited and retired

 (141) (1) 1     

 

(141)

 

 

(1)

 

 

 

 

 —

 

 

 —

 

 

 —

Exercise of stock options

 559 6 11,427    11,433 

 

559 

 

 

 

 

11,427 

 

 

 —

 

 

 —

 

 

11,433 

Vesting of restricted stock units

 26       

 

26 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Stock-based compensation

   34,085    34,085 

 

 —

 

 

 —

 

 

34,085 

 

 

 —

 

 

 —

 

 

34,085 

Stock-based compensation tax benefit

     (3,371)    (3,371)

 

 

 

 

 

 

 

(3,371)

 

 

 —

 

 

 —

 

 

(3,371)
               

Balance, December 31, 2012

 86,596 $866 $1,939,628 $1,533,768 $474 $ $3,474,736 

 

86,596 

 

$

866 

 

$

1,939,628 

 

$

1,533,768 

 

$

474 

 

$

3,474,736 

Dividends

 
 
 
 
(48,423

)
 
 
 
(48,423

)

 

 —

 

 

 —

 

 

 —

 

 

(48,423)

 

 

 —

 

 

(48,423)

Net Income

    564,689   564,689 

 

 —

 

 

 —

 

 

 —

 

 

564,689 

 

 

 —

 

 

564,689 

Unrealized change in fair value of investments, net of tax

     715  715 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

715 

 

 

715 

Issuance of restricted stock awards

 579 6 (6)     

 

579 

 

 

 

 

(6)

 

 

 —

 

 

 —

 

 

 —

Common stock reacquired and retired

 (153) (1) (10,100)    (10,101)

 

(153)

 

 

(1)

 

 

(10,100)

 

 

 —

 

 

 —

 

 

(10,101)

Restricted stock forfeited and retired

 (171) (2) 2     

 

(171)

 

 

(2)

 

 

 

 

 —

 

 

 —

 

 

 —

Exercise of stock options

 276 3 14,491    14,494 

 

276 

 

 

 

 

14,491 

 

 

 —

 

 

 —

 

 

14,494 

Vesting of restricted stock units

 25       

 

25 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Stock-based compensation

   26,098    26,098 

 

 —

 

 

 —

 

 

26,098 

 

 

 —

 

 

 —

 

 

26,098 
               

Balance, December 31, 2013

 87,152 $872 $1,970,113 $2,050,034 $1,189 $ $4,022,208 

 

87,152 

 

$

872 

 

$

1,970,113 

 

$

2,050,034 

 

$

1,189 

 

$

4,022,208 
               
               

Dividends

 

 —

 

 

 —

 

 

 —

 

 

(55,664)

 

 

 —

 

 

(55,664)

Net Income

 

 —

 

 

 —

 

 

 —

 

 

507,204 

 

 

 —

 

 

507,204 

Unrealized change in fair value of investments, net of tax

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(87)

 

 

(87)

Issuance of restricted stock awards

 

487 

 

 

 

 

(4)

 

 

 —

 

 

 —

 

 

 —

Common stock reacquired and retired

 

(123)

 

 

(1)

 

 

(13,559)

 

 

 —

 

 

 —

 

 

(13,560)

Restricted stock forfeited and retired

 

(135)

 

 

(1)

 

 

 

 

 —

 

 

 —

 

 

 —

Exercise of stock options

 

211 

 

 

 

 

11,896 

 

 

 —

 

 

 —

 

 

11,898 

Stock-based compensation

 

 —

 

 

 —

 

 

28,633 

 

 

 —

 

 

 —

 

 

28,633 

Balance, December 31, 2014

 

87,592 

 

$

876 

 

$

1,997,080 

 

$

2,501,574 

 

$

1,102 

 

$

4,500,632 

 

The accompanying notes are an integral part of these consolidated financial statements.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASISBASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cimarex Energy Co., a Delaware corporation, is an independent oil and gas exploration and production company. Our operations are mainly located in Texas, Oklahoma and New Mexico.

Basis of presentation

Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Our significant accounting policies are discussed below. The accounts of Cimarex and its subsidiaries are presented in the accompanying Consolidated Financial Statements. All intercompany accounts and transactions were eliminated in consolidation. Certain amounts in prior years' financial statements

Segment Information

We have been reclassifieddetermined that our business is comprised of only one segment because our gathering, processing and marketing activities are ancillary to conform to the 2013 financial statement presentation.our production operations and are not separately managed.

Use of estimates

The preparation of our financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. The more significant areas requiring the use of management'smanagement’s estimates and judgments relate to the estimation of proved oil and gas reserves, the use of these oil and gas reserves in calculating depletion, depreciation, and amortization (DD&A), the use of the estimates of future net revenues in computing ceiling test limitations and estimates of future abandonment obligations used in recording asset retirement obligations, and the assessment of goodwill.

The process of estimating quantities of oil and gas reserves is complex, requiring significant decisions in the evaluation of all available geological, geophysical, engineering and economic data. The data for a given field may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, material revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure that our reserve estimates represent the most accurate assessments possible, subjective decisions and available data for our various fields make these estimates generally less precise than other estimates included in financial statement disclosures.

Estimates and judgments are also required in determining allowance for doubtful accounts, impairments of undeveloped properties and other assets, purchase price allocation, valuation of deferred tax assets, fair value measurements, and commitments and contingencies. We analyze our estimates, including those related to oil, gas and NGL revenues, and base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash in banks and investments readily convertible into cash, which have original maturities of three months or less. Cash equivalents are stated at cost, which approximates market value. At December 31, 2012, we had restricted cash of $811 thousand included in our "non-current other assets." This consisted of monies from third parties being held by Cimarex pending resolution of ownership disputes. As of December 31, 2013, the ownership disputes were resolved and we have transferred the restricted cash and the related liability from non-current to current.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Oil and Gas Well Equipment and Supplies

Our oil and gas well equipment and supplies are valued at the lower of cost or market using weighted average cost.  The steep decline in oil, gas and NGL prices has resulted in fewer drilling rigs running in the United States as companies cut back on their capital expenditures.  Through the first part of February 2015, published oil rig counts are at their lowest since December 2011.  The effect of lower exploration and development activity, and thus lower demand, will create downward pressure on the price of oil and gas well equipment and supplies.  GAAP requires that these assets are to

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

be carried at the lower of cost or market.  Declines in prices related to our oil and gas well equipment and supplies will likely result in impairments in future quarters.

Oil and Gas Properties

We use the full cost method of accounting for our oil and gas operations. All costs associated with property acquisition, exploration, and development activities are capitalized. Exploration and development costs include dry hole costs, geological and geophysical costs, direct overhead related to exploration and development activities, and other costs incurred for the purpose of finding oil and gas reserves. Salaries and benefits paid to employees directly involved in the exploration and development of properties, as well as other internal costs that can be directly identified with acquisition, exploration, and development activities, are also capitalized. Under the full cost method of accounting, no gain or loss is recognized upon the disposition of oil and gas properties unless such disposition would significantly alter the relationship between capitalized costs and proved reserves.

Companies that follow the full cost accounting method are required to make quarterly ceiling test calculations. This test ensures that total capitalized costs for oil and gas properties (net of accumulated DD&A and deferred income taxes) do not exceed the sum of the present value discounted at 10% of estimated future net cash flows from proved reserves, the cost of properties not being amortized, the lower of cost or estimated fair value of unproven properties included in the costs being amortized, and all related tax effects. We currently do not have any unproven properties that are being amortized. Revenue calculations in the reserves are based on the unweighted average first-day-of-the-month prices for the prior twelve12 months. Changes in proved reserve estimates (whether based upon quantity revisions or commodity prices) will cause corresponding changes to the full cost ceiling limitation. If net capitalized costs subject to amortization exceed this limit, the excess would be charged to expense. Any recorded impairment of oil and gas properties is not reversible at a later date.

Our quarterly and annual ceiling tests are primarily impacted by commodity prices, reserve quantities added and produced, overall exploration and development costs and depletion expense. As of December 31, 2013,2014, the calculated value of the ceiling limitation exceeded the carrying value of our oil and gas properties subject to the test and no impairment was necessary. However, a decline of 3%8% or more in the value of the ceiling limitation would have resulted in an impairment. If pricing conditionscommodity prices stay at the current early 2015 levels or decline or if there is a negative impact on one or more of the other components of the calculation,further, we maywill incur a full cost ceiling impairment related to our oil and gas propertiesimpairments in future quarters. An impairment chargeBecause the ceiling calculation uses rolling 12-month average commodity prices, the effect of lower quarter-over-quarter prices in 2015 compared to 2014 is a lower ceiling value each quarter.  This will result in ongoing impairments each quarter until prices stabilize or improve.  Impairment charges would have no effect on liquidity or our capital resources,not affect cash flow from operating activities, but it would adversely affect our results of operations in the period incurred.net income and stockholders’ equity.

Depletion of proved oil and gas properties is computed on the units-of-productionunits- of-production method, whereby capitalized costs, including future development costs and asset retirement obligations, are amortized over total estimated proved reserves. Changes in our estimate of proved reserve quantities, and commodity prices and impairment of oil and gas properties will cause corresponding changes in depletion expense in periods subsequent to these changes.

The capitalized costs of unproved properties, including those in wells in progress, are excluded from the costs being amortized. We do not have major development projects that are excluded from costs being amortized. On a quarterly basis, we evaluate excluded costs for inclusion in the costs to be amortized resulting from the determination of proved reserves or impairments. To the extent that the evaluation


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

indicates these properties are impaired, the amount of the impairment is added to the capitalized costs to be amortized. Expenditures for maintenance and repairs are charged to production expense in the period incurred.

Goodwill

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fixed assets, net

Fixed assets consist primarily of gathering and plant facilities, vehicles, airplanes, office furniture, and computer equipment and software.  These items are recorded at cost and are depreciated on the straight-line method based on expected lives of the individual assets, which range from 3 to 30 years.

Goodwill

Goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired and is tested for impairment at least annually. We first assess qualitative factors to determine whether it is more likely than not (with a greater than 50% threshold) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If goodwill is determined to be impaired then it is written down to a calculated fair value by charging the impairment to expense.

We evaluate our goodwill for impairment in the fourth quarter of each year or whenever events or changes in circumstances indicate the possibility that goodwill may be impaired. Based upon our qualitative assessment at December 31, 2013,2014, goodwill was not impaired. It is possible that goodwill could become impaired in the future if commodity prices or other economic factors become less favorable.

Revenue Recognition

        Oil,Revenue is recorded from the sales of oil, gas and NGL sales are based onNGLs when the sales method by which revenueproduct is recognized on actual volumes sold to purchasers.delivered at a fixed or determinable price, title has transferred and collectability is reasonably assured.  There is a ready market for our products and sales occur soon after production. The determination

Under certain contracts, when NGLs are extracted from the gas stream, processors receive a portion of the sales value from both the residue gas and the NGLs as a processing fee and remit the contractual proceeds to us.  Prior to 2014, revenue was recognized net of these processing fees for residue gas and NGLs sold under these contracts as allowed under EITF 00-10 Accounting for Shipping and Handling Fees and Costs.  Increasing NGL production combined with the impact of recent changes to these contracts has resulted in processing costs becoming more significant.  Accordingly, we have changed our policy to record and separately disclose NGL volumes is based on the location at which both title contractually transfers from Cimarex to a buyer and the associated volumes can be physically quantified. For those NGL volumes that we have recorded and disclosed separately, contractual title of the volumes has passed from Cimarex to a buyer at a point where the NGL volumes have been physically separated from the production stream. Should title contractually transfer before NGL volumes can be physically separated and quantified (typically at the wellhead), we do not report separate NGL volumes andthese processing costs with operating costs as allowed under EITF 00-10.  Beginning in 2014, our realized prices for sales under these contracts reflect the value of 100% of the residue gas and NGLs yielded by processing, rather than the value associated with the contractual proceeds we received.  The related processing fees now are included in the reported value“transportation, processing and other operating” costs.  The effect of the disclosed gas volumes.this change in 2014 was that total revenue was $51.4 million higher with an offsetting increase in total transportation, processing and other operating costs.  There was no impact on operating income.  Financial statements for periods prior to 2014 have not been reclassified to reflect this change in accounting treatment as it was impracticable to do so.

We market and sell natural gas for working interest owners under short term sales and supply agreements and earn a fee for such services. Revenues are recognized as gas is delivered and are reflected net of gas purchases on the consolidated statements of income and comprehensive income.

We use the sales method of accounting for gas imbalances. Under this method, revenue is recorded on the basis of gas actually sold. Gas reserves are adjusted to the extent there are sufficient quantities of natural gas to make up an imbalance. A liability is established in situations where there are insufficient proved reserves available to make-up an overproduced imbalance.  The natural gas imbalance liability at December 31, 2013 and 2012 was $4.9 million and $5.4 million, respectively. At December 31, 2013 and 2012, we were alsoImbalances have not been significant in an under-produced position relative to certain other third parties.the periods presented.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

General and Administrative Expenses

General and administrative expenses are reported net of amounts reimbursed by working interest owners of the oil and gas properties operated by Cimarex and net of amounts capitalized pursuant to the full cost method of accounting.

Derivatives

Our derivative contracts are recorded on the balance sheet at fair value. Our firm sales contracts qualify for the normal purchase and normal sale exception. Contracts that qualify for this treatment do not require mark-to-market accounting treatment. See Note 25 for additional information regarding our derivative instruments.

Income Taxes

        Deferred income taxes are computed using the liability method. Deferred income taxes are provided on all temporary differences between the financial basis and the tax basis of assets and liabilities. Valuation allowances are established to reduceCimarex records deferred tax assets and liabilities to an amountaccount for the expected future tax consequences of events that have been recognized in the financial statements and tax returns.  The company routinely assesses the realizability of its deferred tax assets.  If the company concludes that it is more likely than not that some or all of the deferred tax assets will not be realized.realized, the tax asset is reduced by a valuation allowance.  Numerous judgments and assumptions are inherent in the determination of future taxable income, including factors such as future operating conditions (particularly as related to prevailing oil and gas prices) and changing tax laws.

The company regularly assesses and, if required, establishes accruals for tax contingencies that could result from assessments of additional tax by taxing jurisdictions where the company operates.  See Note 610 for additional information regarding our income taxes.

Contingencies

A provision for contingencies is charged to expense when the loss is probable and the cost can be reasonably estimated. Determining when expenses should be recorded for these contingencies and the appropriate amounts for accrual is a complex estimation process that includes subjective judgment. In many cases, this judgment is based on interpretation of laws and regulations, which can be interpreted differently by regulators and/or courts of law. We closely monitor known and potential legal, environmental, and other contingencies and periodically determine when we should record losses for these items based on information available to us. See Note 1311 for additional information regarding our contingencies.

Asset Retirement Obligations

We recognize the fair value of liabilities for retirement obligations associated with tangible long-lived assets in the period in which there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. This liability includes costs related to the abandonment of wells, the removal of facilities and equipment, and site restorations. Subsequent to initial measurement, the asset retirement liability is required to be accreted each period. If the fair value of a recorded asset retirement obligation changes, a revision is recorded to both the asset retirement obligation and the asset retirement capitalized cost. Capitalized costs are included as a component of the DD&A calculations.  The current portions of the asset retirement obligations are recorded in “accrued liabilities, other” in the accompanying consolidated balance sheets and expenditures are classified as cash used in operating activities in the accompanying consolidated statements of cash flows.  See Note 9 for additional information regarding our asset retirement obligations.

Stock-based Compensation

We recognize compensation related to all stock-based awards, including stock options, in the financial statements based on their estimated grant-date fair value. We grant various types of stock-based awards including stock options, restricted stock (including awards with service-based vesting and market


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

condition-based vesting provisions) and restricted stock units. The fair value of stock option awards is determined using the Black-Scholes option pricing model. Service-based restricted stock and units are valued using the market price of our common stock on the grant date. The fair value of the market condition-based restricted stock is based on the grant-date market value of the award utilizing a statistical

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

analysis. Compensation cost is recognized ratably over the applicable vesting period. To the extent compensation cost relates to employees directly involved in oil and gas acquisition, exploration and development activities, such amounts are capitalized to oil and gas properties. Amounts not capitalized to oil and gas properties are recognized as stock compensation expense. See Note 87 for additional information regarding our stock-based compensation.

Earnings per Share

We calculate earnings (loss) per share recognizing that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are "participating securities"“participating securities” and therefore should be included in computing earnings per share using the two-class earnings allocation method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our unvested share based payment awards, consisting of restricted stock and units qualify as participating securities.  See Note 8 for additional information regarding our earnings per share.

Segment Information

        We have determined that our business is comprised of only one segment because our gathering, processing and marketing activities are ancillary to our production operations and are not separately managed.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606).  The new revenue standard provides a five-step analysis of transactions to determine when and how revenue is recognized.  The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition,  and most industry-specific guidance throughout the Industry Topics of the CodificationWe must comply with this ASU beginning in fiscal year 2017 and early adoption is not permitted.  Entities can choose to apply the standard using either the full retrospective approach or a modified retrospective approach.  We are currently evaluating the potential impact of this guidance, but at this time, do not expect that the adoption of this standard will have a material effect on our financial position or results of operation.

        No significant accounting standards applicable to Cimarex have been issued during the year ended December 31, 2013.

Subsequent Events

The accompanying financial disclosures include an evaluation of subsequent events through the date of this filing.

2. DERIVATIVE INSTRUMENTS/HEDGINGLONG-TERM DEBT

        We periodically enter into derivative instruments to mitigate a portionA summary of our potential exposuredebt is as follows:

 

 

 

 

 

 

 

 

    

December 31,

(in thousands)

 

2014

 

2013

Bank debt

 

$

 —

 

$

174,000 

5.875% Senior Notes,  due May 1, 2022

 

 

750,000 

 

 

750,000 

4.375% Senior Notes,  due June 1, 2024

 

 

750,000 

 

 

 —

Total long-term debt

 

$

1,500,000 

 

$

924,000 

All of our long-term debt is senior unsecured debt and is, therefore, paripassu with respect to a decline in commodity pricesthe payment of both principal and the corresponding negative impact on cash flow available for reinvestment. While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future revenues from favorable price changes.interest.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Bank Debt

2. DERIVATIVE INSTRUMENTS/HEDGING (Continued)In May 2014, we amended our senior unsecured revolving credit facility (Credit Facility) to extend the maturity date two years to July 14, 2018 and lowered the margins applicable to loans and commitments.  The amendment also raised our borrowing base from $2.25 billion to $2.5 billion until the next regular annual redetermination date scheduled for April 15, 2015.  The borrowing base under the Credit Facility is determined at the discretion of the lenders based on the value of our proved reserves.  Our aggregate commitments remained unchanged at $1 billion.

        The following tables summarize our outstanding hedging contracts asAs of December 31, 2013:2014, we had letters of credit outstanding under the Credit Facility of $2.5 million, leaving an unused borrowing availability of $997.5 million.

At our option, borrowings under the Credit Facility, as amended in May 2014, may bear interest at either (a) LIBOR plus 1.5 - 2.25%, based on our leverage ratio, or (b) the higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) adjusted one-month LIBOR plus 1.0% plus, in each case, an additional 0.5 - 1.25%, based on our leverage ratio.

Oil Contracts 
 
  
  
  
 Weighted Average
Price
  
 
 
  
  
  
 Fair Value
(in thousands)
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Jan 14 - Dec 14

 Collars  12,000 Bbls WTI $85.00 $103.47 $1,416 

(1)
WTI refers

The Credit Facility also has financial covenants that include the maintenance of current assets (including unused bank commitments) to West Texas Intermediate pricecurrent liabilities of greater than 1.0.  We also must maintain a leverage ratio of total debt to earnings before interest expense, income taxes and non-cash items (such as quoteddepreciation, depletion and amortization expense, unrealized gains and losses on the New York Mercantile Exchange.

Gas Contracts 
 
  
  
  
 Weighted Average
Price
  
 
 
  
  
  
 Fair Value
(in thousands)
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Jan 14 - Dec 14

 Collars  80,000 MMBtu PEPL $3.51 $4.57 $2,329 

Jan 14 - Dec 14

 Collars  20,000 MMBtu Perm EP $3.65 $4.50 $90 

Feb 14 - Dec 14

 Collars  10,000 MMBtu Perm EP $3.65 $4.50 $44 

(1)
PEPL referscommodity derivatives, ceiling test write-downs, and goodwill impairments) of not more than 3.5.  Other covenants could limit our ability to Panhandle Eastern Pipe Line, Tex/OK Mid-Continent Index as quoted in Platt's Inside FERC. Perm EP refers to El Paso Natural Gas Company, Permian Basin Index as quoted in Platt's Inside FERC.

        Subsequent toincur additional indebtedness, pay dividends, repurchase our common stock, or sell assets.  As of December 31, 20132014, we entered intowere in compliance with all of the following gas hedges:financial and non-financial covenants.

Senior Notes

 
  
  
  
 Weighted Average
Price
 
Period
 Type Volume/Day Index(1) Floor Ceiling 

Feb 14 - Dec 14

 Collars  30,000 MMBtu Perm EP $3.58 $4.50 

(1)
Perm EP refers

In June 2014, we issued $750 million of 4.375% senior notes due 2024 and received net proceeds of $740.9 million, after deducting offering discounts and costs.  The net proceeds were used to El Paso Natural Gas Company, Permian Basin Index as quoted in Platt's Inside FERC.

pay outstanding bank debt and for general corporate purposes.

        UnderIn April 2012, we issued $750 million of 5.875% senior notes due 2022 and received net proceeds of $737.0 million, after deducting underwriting discounts and offering costs.  We used a collar agreement, we receiveportion of the difference between the published index price and a floor price if the index price is below the floor. We pay the difference between the ceiling pricenet proceeds to retire our 7.125% senior notes and the index price only ifremaining proceeds were used to pay outstanding bank debt and for general corporate purposes.

In the index pricesecond quarter of 2012, we completed a cash tender offer to purchase all of our outstanding 7.125% senior notes. We recognized a $16.2 million loss on early extinguishment of debt during the second quarter of 2012.

Each of our outstanding senior notes is abovegoverned by an indenture containing certain covenants, events of default and other restrictive provisions.  Interest on each of the contracted ceiling price. Nosenior notes is payable semi-annually.

3. PROPERTY SALES AND ACQUISITIONS

The following sales and acquisitions were made in the ordinary course of business. All amounts are paid or received if the indexnet of customary purchase price is between the floor and ceiling prices.adjustments.

        Depending on changesWe sold interests in various non-core oil and gas futures marketsproperties for $446.1 million during 2014. Most of the proceeds were related to sales of producing gas wells in southwestern Kansas and management's viewundeveloped acreage in Reagan County, Texas.  During 2014, we made property acquisitions totaling $249.7 million, most of underlying supply and demand trends, we may increase or decrease our hedging positions.

        We have elected not to account for our derivatives as cash flow hedges. Therefore, we recognize settlements and changes in the assets or liabilities relating to our open derivative contracts in earnings. Cash settlements of our contracts are included in cash flows from operating activitieswhich were in our statementsCana-Woodford shale play in Western Oklahoma.

In 2013, we sold interests in non-core oil and gas assets for $61.5 million. During the second quarter of cash flows.2013, we also sold a 50% interest in our Culberson County, Texas Triple Crown gas gathering and processing system for approximately $31 million. Total property acquisitions during 2013 were $37.1 million, mostly for undeveloped acreage in Reeves County, Texas.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. DERIVATIVE INSTRUMENTS/HEDGING (Continued)

        The following table summarizes the net gains and (losses) from settlements and changes in fair value of our derivative contracts as presented in our accompanying financial statements:

(in thousands)
 2013 2012 2011 

Gain (loss) on derivative instruments, net:

          

Natural gas contracts

 $4,651 $ $2,754 

Oil contracts

  (4,860) 245  7,568 
        

Gain (loss) on derivative instruments, net

 $(209)$245 $10,322 
        
        

Gains (losses) from settlement of derivative instruments:

          

Natural gas contracts

 $2,187 $ $8,485 

Oil contracts

  (6,275)   (1,774)
        

Settlement gains (losses)

 $(4,088)$ $6,711 
        
        

        Our derivative contracts are carried at their fair value on our balance sheet using Level 2 inputs. We estimate the fair value with internal risk-adjusted discounted cash flow calculations. Cash flows are based on published forward commodity price curves for the underlying commodity as of the date of the estimate. For collars, we estimate the option value of the contract floors and ceilings using an option pricing model which takes into account market volatility, market prices, and contract terms.

        The fair value of our derivative instruments in an asset position includes a measure of counterparty credit risk and the fair value of instruments in a liability position includes a measure of our own non-performance risk. These credit risks are based on current published credit default swap rates.

        Due to the volatility of commodity prices, the estimated fair value of our derivative instruments is subject to fluctuation from period to period, which could result in significant differences between the current estimated fair value and the ultimate settlement price.

        Our derivative instruments are subject to enforceable master netting arrangements, which allow us to offset recognized asset and liability fair value amounts on contracts with the same counterparty. Our policy is to not offset asset and liability positions in our accompanying balance sheets.

        The following table presents the amounts and classifications of our derivative assets and liabilities as of December 31, 2013, as well as the potential effect of netting arrangements on contracts with the same counterparty. At December 31,During 2012, we sold interests in non-core oil and gas assets for $306 million. Of this total, $290 million was related to non-core oil and gas assets located in Texas. We had no outstanding derivative contracts.

December 31, 2013:
(in thousands)
 Balance Sheet Location Asset Liability 

Oil contracts

 Current assets—Derivative instruments $1,805 $ 

Natural gas contracts

 Current assets—Derivative instruments  2,463   

Oil contracts

 Current liabilities—Derivative instruments    389 
        

Total gross amounts presented in accompanying balance sheet

  4,268  389 

Less: gross amounts not offset in the accompanying balance sheet

  (389) (389)
        

Net amount:

 $3,879 $ 
        
        

Tableproperty acquisitions of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. DERIVATIVE INSTRUMENTS/HEDGING (Continued)

        We are exposed to financial risks associated with our derivative contracts from non-performance by our counterparties. We have mitigated our exposure to any single counterparty by contracting with a number of financial institutions, each$33.5 million during 2012, most of which has a high credit rating and is a member of our bank credit facility. Our member banks do not require us to post collateral for our hedge liability positions. Because some of the member banks have discontinued hedging activities,were undeveloped acreage in the future we may hedge with counterparties outside our bank group to obtain competitive terms and to spread counterparty risk.Permian Basin.

3.4. FAIR VALUE MEASUREMENTSMEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The FASB has established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs are the highest priority and consist of unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 are unobservable inputs for an asset or liability.

The following tables provide fair value measurement information for certain assets and liabilities as of December 31, 20132014 and 2012 (in thousands):2013.

 

 

 

 

December 31, 2013:
(in thousands)
 Carrying
Amount
 Fair
Value
 

December 31, 2014:

    

Carrying

    

Fair

(in thousands)

 

Amount

 

Value

Financial Assets (Liabilities):

 

 

 

 

 

 

5.875% Notes due 2022

 

$

(750,000)

 

$

(776,250)

4.375% Notes due 2024

 

$

(750,000)

 

$

(720,000)

 

 

 

 

 

December 31, 2013:

 

Carrying

 

Fair

(in thousands)

 

Amount

 

Value

Financial Assets (Liabilities):

     

 

 

 

 

 

 

Bank debt

 $(174,000)$(174,000)

 

$

(174,000)

 

$

(174,000)

5.875% Notes due 2022

 $(750,000)$(799,988)

 

$

(750,000)

 

$

(799,988)

Derivative instruments—assets

 $4,268 $4,268 

Derivative instruments—liabilities

 $(389)$(389)

Derivative instruments — assets

 

$

4,268 

 

$

4,268 

Derivative instruments — liabilities

 

$

(389)

 

$

(389)

 

December 31, 2012:
(in thousands)
 Carrying
Amount
 Fair
Value
 

Financial (Liabilities):

       

5.875% Notes due 2022

 $(750,000)$(825,750)

 

Assessing the significance of a particular input to the fair value measurement requires judgment, including the consideration of factors specific to the asset or liability. The following methods and assumptions were used to estimate the fair value of the liabilities in the table above.

Debt (Level 1)

The fair value of our bank debt at December 31, 2013 was estimated to approximate the carrying amount because the floating rate interest paid on such debt was set for periods of three months or less.

The fair value for our 4.375% and 5.875% fixed rate notes was based on their last traded value before year end.

Derivative Instruments (Level 2)

The fair value of our derivative instruments was estimated using internal discounted cash flow calculations. Cash flows are based on the stated contract prices and current and published forward commodity price curves, adjusted for volatility. The cash flows are risk adjusted relative to non-performance for both our counterparties and our liability positions. Please see Note 25 for further information on the fair value of our derivative instruments.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. FAIR VALUE MEASUREMENTS (Continued)

Other Financial Instruments

The carrying amounts of our cash, cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short-term maturities and/or liquid nature of these assets and liabilities. Included in "accrued

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

“accrued liabilities, other"other” at December 31, 20132014 and 2012,2013, respectively, are liabilities of approximately $43.7$42.0 million and $36.9$43.7 million representing the amount by which checks issued, but not yet presented to our banks for collection, exceeded balances in applicable bank accounts. Also included in "accrued“accrued liabilities, other"other” at December 31, 20132014 and 2012,2013, respectively, are accrued payroll related general and administrative expenses of $41.9$44.2 million and $31.3$41.9 million.

Our accounts receivable are primarily from either purchasers of our gas, oil and NGL production (customers) or from exploration and production companies which own interests in properties we operate. This industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, because our customers and joint working interest owners may be similarly affected by changes in industry conditions.

We conduct credit analyses prior to making any sales to new customers or increasing credit for existing customers and may require parentalparent company guarantees, letters of credit or prepayments when deemed necessary.

We routinely assess the recoverability of all material accounts receivable to determine their collectability. We accrue a reserve to the allowance for doubtful accounts when it is probable that a receivable will not be collected and the amount of the reserve may be reasonably estimated. At December 31, 2014, the allowance for doubtful accounts totaled $1.5 million. At December 31, 2013, the allowance for doubtful accounts totaled $6 million. At December 31, 2012, the allowance for doubtful accounts was $6.5$6.0 million.

Major Customers

Our major customers during 20132014 were Enterprise Products Partners L.P. (Enterprise) and, Sunoco Logistics Partners L.P. (Sunoco) and Oneok Partners, L.P. (Oneok). Enterprise and Sunoco each accounted for 24% and 22%, respectively,19% of our consolidated revenues in 2013.2014. Oneok accounted for 10% of our 2014 consolidated revenues.  During 2012,2013, Enterprise and Sunoco and Enterprise were also our major customers and accounted for 22%24% and 21%22% of our consolidated revenues, respectively. 

Enterprise is our primarya significant oil purchaser in Oklahoma and West Texas. Sunoco is a significant purchaser of our oil in Southeast New Mexico.Mexico and Canadian County, Oklahoma. If either of these purchasersentities were to stop purchasing our production, we believe there are a number of other purchasers to whom we could sell our production with littlesome delay. If both parties were to discontinue purchasing our product, there would be challenges initially, but ample markets to handle the disruption.


Oneok primarily purchases our NGLs and provides gathering, compression and processing services for the majority of our Mid-Continent region gas production.  In the event Oneok ceased buying our NGLs, a minimal impact would occur as these products are piped to various processing and storage market areas where we could sell to a different purchaser. In the event Oneok ceased gathering, compressing, and processing our gas, there would be challenges initially, but several other entities exist to fill in the gap.

5. DERIVATIVE INSTRUMENTS/HEDGING

We periodically enter into derivative instruments to mitigate a portion of our potential exposure to a decline in commodity prices and the corresponding negative impact on cash flow available for reinvestment. While the use of these instruments limits the downside risk of adverse price changes, their use may also limit future revenues from favorable price changes.

We have elected not to account for our derivatives as cash flow hedges. Therefore, we recognize settlements and changes in the assets or liabilities relating to our open derivative contracts in earnings. Cash settlements of our contracts are included in cash flows from operating activities in our statements of cash flows.

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. ASSET RETIREMENT OBLIGATIONS

The following table reflectspresents the components of the changenet gains and (losses) from settlements and changes in the carrying amount of the asset retirement obligation for the years ended December 31, 2013 and 2012:

(in thousands)
 2013 2012 

Asset retirement obligation at January 1,

 $185,138 $183,361 

Liabilities incurred

  5,547  22,355 

Liability settlements and disposals

  (47,842) (42,958)

Accretion expense

  7,871  10,318 

Revisions of estimated liabilities

  3,312  12,062 
      

Asset retirement obligation at December 31,

  154,026  185,138 

Less current obligation

  27,058  51,147 
      

Long-term asset retirement obligation

 $126,968 $133,991 
      
      

5. LONG-TERM DEBT

        A summary of our debt is as follows:

(in thousands)
 December 31,
2013
 December 31,
2012
 

Bank debt

 $174,000 $ 

5.875% Senior Notes due 2022

  750,000  750,000 
      

Total long-term debt

 $924,000 $750,000 
      
      

    Bank Debt

        We have a five-year senior unsecured revolving credit facility (Credit Facility), which matures July 14, 2016. Under our Credit Facility, the borrowing base is determined at the discretion of the lenders based on thefair value of our proved reserves. In Aprilderivative contracts, and the gains (losses) only from settlements during the periods shown below.

 

 

 

 

 

 

 

 

 

 

(in thousands)

    

2014

    

2013

    

2012

Gain (loss) on derivative instruments, net

 

$

3,762 

 

$

(209)

 

$

245 

Settlement gains (losses)

 

$

7,641 

 

$

(4,088)

 

$

 —

Our derivative contracts are carried at their fair value on our balance sheet using Level 2 inputs and are subject to enforceable master netting arrangements, which allow us to offset recognized asset and liability fair value amounts on contracts with the same counterparty. Our policy is to not offset asset and liability positions in our accompanying balance sheets.  We entered into oil and gas contracts at the end of 2013 and the beginning of 2014. All of these contracts were settled as of December 31, 2014 and we have not entered into any new contracts.  Depending on oil and gas futures markets and management’s view of underlying supply and demand trends, we may hedge in the future.

The following table presents the amounts and classifications of our borrowing base was increased from $2 billion to $2.250 billion. Our aggregate commitments remain unchanged at $1 billion. The next regular annual redetermination date is scheduled for April 15, 2014.

        Asderivative assets and liabilities as of December 31, 2013, weas well as the potential effect of netting arrangements on contracts with the same counterparty.

 

 

 

 

 

 

 

 

 

December 31, 2013:

 

 

 

 

 

 

 

 

(in thousands)

 

Balance Sheet Location

 

Asset

 

Liability

Oil contracts

 

Current assets — Derivative instruments

 

$

1,805 

 

$

Natural gas contracts

 

Current assets — Derivative instruments

 

 

2,463 

 

 

Oil contracts

 

Current liabilities — Derivative instruments

 

 

 

 

389 

Total gross amounts presented in accompanying balance sheet

 

 

4,268 

 

 

389 

Less: gross amounts not offset in the accompanying balance sheet

 

 

(389)

 

 

(389)

Net amount:

 

 

 

$

3,879 

 

$

 —

We were exposed to financial risks associated with our derivative contracts from non-performance by our counterparties. We mitigated our exposure to any single counterparty by contracting with a number of financial institutions, each of which had $174 milliona high credit rating and was a member of our bank debt outstanding at a weighted average interest rate of 2.15%. We also had letters of credit outstanding under the Credit Facility of $2.5 million, leaving an unused borrowing availability of $823.5 million.

        Atfacility. Our member banks do not require us to post collateral for our option, borrowings under the Credit Facility may bear interest at either (a) LIBOR plus 1.75-2.5%, based on our leverage ratio, or (b) the higher of (i) a prime rate, (ii) the federal funds effective rate plus 0.50%, or (iii) adjusted one-month LIBOR plus 1.0% plus, in each case, an additional 0.75-1.5%, based on our leverage ratio.

        The Credit Facility also has financial covenants that include the maintenance of current assets (including unused bank commitments) to current liabilities at a ratio of greater than 1.0. We also must maintain a leverage ratio of total debt to earnings before interest expense, income taxes and non-cash items (such as depreciation, depletion and amortization expense, unrealized gains and losses on commodity derivatives, ceiling test write-downs, and goodwill impairments) of not more than 3.5. Other covenants could limit our ability to incur additional indebtedness, pay dividends, repurchase our common


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. LONG-TERM DEBT (Continued)

stock, or sell assets. As of December 31, 2013, we were in compliance with allhedge liability positions. Because some of the financial and non-financial covenants.

    5.875% Notes due 2022

        In April 2012, we issued $750 million of 5.875% senior notes due May 1, 2022, with interest payable semiannually in May and November. The notes were sold to the public at par. The notes are governed by an indenture containing certain covenants, events of default and other restrictive provisions. We may redeem the notes in whole or in part, at any time on or after May 1, 2017, at redemption prices of 102.938% of the principal amount as of May 1, 2017, declining to 100% on May 1, 2020 and thereafter.

    7.125% Notes due 2017

        In May 2007, we issued $350 million of 7.125% senior unsecured notes at par that were scheduled to mature May 1, 2017. On March 22, 2012, we commenced a cash tender offer (Tender Offer) to purchase all of the outstanding 7.125% senior notes. The Tender Offer was completedmember banks have discontinued hedging activities, in the second quarter of 2012. We recognized a $16.2 million loss on early extinguishment of debt during the second quarter of 2012.future we may hedge with counterparties outside our bank group to obtain competitive terms and to spread counterparty risk.

6. INCOME TAXESCAPITAL

        Federal income tax expense (benefit) for the years presented differs from the amounts that would be provided by applying the U.S. Federal income tax rate, due to the effect of state income taxes, and the Domestic Production Activities allowance. The components of the provision for income taxes are as follows:

 
 Years Ended December 31, 
(in thousands)
 2013 2012 2011 

Current Taxes:

          

Federal (benefit)

 $(381)$(1,629)$(45,404)

State (benefit)

  (308) 140  (669)
        

  (689) (1,489) (46,073)

Deferred taxes:

          

Federal

  315,165  199,459  345,397 

State

  14,535  8,757  12,225 
        

  329,700  208,216  357,622 
        

 $329,011 $206,727 $311,549 
        
        

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6. INCOME TAXES (Continued)

        Reconciliations of the income tax (benefit) expense calculated at the federal statutory rate of 35% to the total income tax (benefit) expense are as follows:

 
 Years Ended December 31, 
(in thousands)
 2013 2012 2011 

Provision at statutory rate

 $312,795 $196,192 $294,518 

Effect of state taxes

  14,226  8,902  11,445 

Domestic Production Activities allowance

    567  2,343 

Other permanent differences

  1,990  1,066  3,243 
        

Income tax expense

 $329,011 $206,727 $311,549 
        
        

        The components of Cimarex's net deferred tax liabilities are as follows:

 
 December 31, 
(in thousands)
 2013 2012 

Long-term:

       

Assets:

       

Stock compensation and other accrued amounts

 $24,815 $97,972 

Net operating loss carryforward

  207,282  161,308 

Credit carryforward

  4,068  4,449 
      

  236,165  263,729 

Liabilities:

  
 
  
 
 

Property, plant and equipment

  (1,696,006) (1,385,082)
      

Net, long-term deferred tax liability

  (1,459,841) (1,121,353)

Current:

  
 
  
 
 

Assets:

       

Other accrued amounts

  16,854  8,477 
      

  16,854  8,477 
      

Net deferred tax liabilities

 $(1,442,987)$(1,112,876)
      
      

        At December 31, 2013, the company had a U.S. net tax operating loss carryforward of approximately $605.4 million, which would expire in years 2031 - 2033. We believe that the carryforward will be utilized before it expires. The amount of the U.S. net tax operating loss carryforward that will be recorded to equity when utilized to reduce taxes payable is $56.4 million. We also had an alternative minimum tax credit carryforward of approximately $4.1 million.

        At December 31, 2013 and 2012, we had no unrecognized tax benefits that would impact our effective rate and we have made no provisions for interest or penalties related to uncertain tax positions. The tax years 2009 - 2012 remain open to examination by the Internal Revenue Service of the United States. We file tax returns with various state taxing authorities which remain open for examination for tax years 2009 - 2012.


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. CAPITAL STOCK

Authorized capital stock consists of 200 million shares of common stock and 15 million shares of preferred stock. At December 31, 2013,2014, there were no shares of preferred stock outstanding.  A summarySee our Consolidated Statements of our issued and outstanding commonStockholders’ Equity for detailed capital stock activity follows:

(in thousands)

December 31, 2010

85,235

Restricted shares issued under compensation plans, net of reacquired stock and cancellations

461

Option exercises, net of cancellations

78

December 31, 2011

85,774

Restricted shares issued under compensation plans, net of reacquired stock and cancellations

263

Option exercises, net of cancellations

559

December 31, 2012

86,596

Restricted shares issued under compensation plans, net of reacquired stock and cancellations

280

Option exercises, net of cancellations

276

December 31, 2013

87,152

Dividendsactivity.

Dividends

A cash dividend has been paid to stockholders in every quarter since the first quarter of 2006. In February 2013,2014, the quarterly dividend was increased to $0.14$0.16 per share from $0.12$0.14 per share. Future dividend payments will depend on our level of earnings, financial requirements and other factors considered relevant by the Board of Directors.

 

 

 

 

 

 

 

 

 

 

 

    

2014

    

2013

    

2012

Dividend declared (in millions)

 

$

55.7 

 

$

48.4 

 

$

41.3 

Dividend per share

 

$

0.64 

 

$

0.56 

 

$

0.48 

70


 
 2013 2012 2011 

Dividend declared (in millions)

 $48.4 $41.3 $34.3 

Dividend per share

 $0.56 $0.48 $0.40 

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.7. STOCK-BASED and OTHER COMPENSATION

 Our 2011 Equity Incentive Plan (the 2011 Plan) was approved by stockholders in May 2011 and our previous plan was terminated. Outstanding awards under the previous plan were not impacted. The 2011 Plan provides for grants of stock options, restricted stock, restricted stock units, performance stock and performance stock units. A total of 5.3 million shares of common stock may be issued under the 2011 Plan.

We have recognized non-cash stock-based compensation cost as follows:

 
 Year Ended December 31, 
(in thousands)
 2013 2012 2011 

Restricted stock and units

 $23,123 $31,297 $27,602 

Stock options

  3,145  2,889  3,518 
        

  26,268  34,186  31,120 

Less amounts capitalized to oil and gas properties

  (11,989) (12,267) (12,171)
        

Compensation expense

 $14,279 $21,919 $18,949 
        
        

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. STOCK-BASED COMPENSATION (Continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

    

2012

Performance stock awards

 

$

12,141 

 

$

11,105 

 

$

19,066 

Service-based stock awards

 

 

13,607 

 

 

12,018 

 

 

12,231 

Restricted stock awards

 

 

25,748 

 

 

23,123 

 

 

31,297 

Stock option awards

 

 

3,057 

 

 

3,145 

 

 

2,889 

 

 

 

28,805 

 

 

26,268 

 

 

34,186 

Less amounts capitalized to oil and gas properties

 

 

(13,804)

 

 

(11,989)

 

 

(12,267)

Compensation expense

 

$

15,001 

 

$

14,279 

 

$

21,919 

Historical amounts may not be representative of future amounts as additional awards may be granted.

    Restricted Stock and Units

        The following table provides information about restricted stock awards granted during the last three years.

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 Number
of Shares
 Weighted
Average
Grant-
Date Fair
Value
 Number
of Shares
 Weighted
Average
Grant-
Date Fair
Value
 Number
of Shares
 Weighted
Average
Grant-
Date Fair
Value
 

Performance stock awards

  298,000 $77.75  262,770 $43.22  363,758 $73.01 

Service-based stock awards

  281,236 $72.89  299,499 $54.17  291,053 $89.47 
                 

Total restricted stock awards

  579,236 $75.39  562,269 $49.05  654,811 $80.33 
                 
                 

        Performance awards have been granted to eligible executives and are subject to market condition-based vesting determined by our stock price performance relative to a defined peer group's stock price performance. After three years of continued service, an executive will be entitled to vest in 50% to 100% of the award. In accordance with Internal Revenue Code Section 162(m), certain of the amounts awarded may not be deductible for tax purposes. Service-based stock awards granted to other eligible employees and non-employee directors have vesting schedules of three to five years.

        Compensation cost for the performance stock awards is based on the grant-date fair value of the award utilizing a Monte Carlo simulation model. Compensation cost for the service-based vesting restricted shares is based upon the grant-date market value of the award. Such costs are recognized ratably over the applicable vesting period.

        The following table reflects the non-cash compensation cost related to our restricted stock and units:

 
 Year Ended December 31, 
(in thousands)
 2013 2012 2011 

Performance stock awards

 $11,105 $19,066 $16,268 

Service-based stock awards

  12,018  12,231  11,300 

Restricted unit awards

      34 
        

  23,123  31,297  27,602 

Less amounts capitalized to oil and gas properties

  (10,741) (11,132) (10,241)
        

Restricted stock and units compensation expense

 $12,382 $20,165 $17,361 
        
        

The 2012 compensation cost for the performance awards includes $3.9 million of accelerated vesting related to the death of former Chairman, F.H. Merelli.  In addition, the 2013 cost for performance awards is approximately $4.3 million lower than 2012 costs due to the timing of awards granted.  Almost all of the performance awards granted in 2013 were awarded in mid-December.  Awards granted in early January of 2010 were fully amortized in January of 2013, resulting in 2013 having less costs amortized during the year.

Equity Incentive Plan

Our 2014 Equity Incentive Plan (the 2014 Plan) was approved by stockholders in May 2014 and our previous plan was terminated at that time. Outstanding awards under the previous plan were not impacted. A total of 6.6 million shares of common stock may be issued under the 2014 Plan, including shares available from the previous plan. The primary purposes of the 2014 Plan are to increase the number of shares available in connection with awards, provide flexibility in the types of available awards and design of awards, modify certain individual award limits and revise the performance measures for qualified performance-based awards. The 2014 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other stock-based awards.

Restricted Stock

The following table provides information about restricted stock awards granted during the last three years.


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

 

 

2014

 

2013

 

2012

 

    

 

    

Weighted

    

 

    

Weighted

    

 

    

Weighted

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

Number

 

Grant-Date

 

Number

 

Grant-Date

 

Number

 

Grant-Date

 

 

of Shares

 

Fair Value

 

of Shares

 

Fair Value

 

of Shares

 

Fair Value

Performance stock awards

 

316,441 

 

$

83.22 

 

298,000 

 

$

77.75 

 

262,770 

 

$

43.22 

Service-based stock awards

 

170,402 

 

$

136.72 

 

281,236 

 

$

72.89 

 

299,499 

 

$

54.17 

Total restricted stock awards

 

486,843 

 

$

101.95 

 

579,236 

 

$

75.39 

 

562,269 

 

$

49.05 

Performance awards were granted to eligible executives and are subject to market condition-based vesting determined by our stock price performance relative to a defined peer group’s stock price performance. After three years of continued service, an executive will be entitled to vest in 50% to 100% of the award. In accordance with Internal Revenue

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Code Section 162(m), certain of the amounts awarded may not be deductible for tax purposes. Service-based stock awards granted to other eligible employees and non-employee directors have vesting schedules of three to five years.

8. STOCK-BASED COMPENSATION (Continued)Compensation cost for the performance stock awards is based on the grant-date fair value of the award utilizing a Monte Carlo simulation model. Compensation cost for the service-based vesting restricted shares is based upon the grant-date market value of the award. Such costs are recognized ratably over the applicable vesting period.

The following table provides information on restricted stock activity during the year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance

 

 

Service-based

 

(subject to market conditions)

 

 

 

 

Weighted

 

 

 

Weighted

 

 

 

 

Average

 

 

 

Average

 

 

 

 

Grant-Date

 

 

 

Grant-Date

 

 

Awards

 

Fair Value

 

Awards

 

Fair Value

Outstanding beginning of period

 

1,035,032 

 

$

68.41 

 

828,802 

 

$

65.27 

Vested

 

(106,817)

 

$

37.91 

 

(195,664)

 

$

73.01 

Granted

 

170,402 

 

$

136.72 

 

316,441 

 

$

83.22 

Canceled

 

(62,200)

 

$

69.91 

 

(72,368)

 

$

73.01 

Outstanding end of period

 

1,036,417 

 

$

82.69 

 

877,211 

 

$

69.38 

The total fair value of restricted stock that vested was $34.1 million in 2014, $25.7 million in 2013, and $36.0 million in 2012.

Unrecognized compensation cost related to unvested restricted shares and units at December 31, 20132014 was $67.2$83.9 million. We expect to recognize that cost over a weighted average period of 2.32.2 years.

        The following table provides information on restricted stock and unit activity during the last three years. A restricted unit held by an employee represents a right to an unrestricted share of common stock upon completion of defined vesting and holding periods. A restricted unit held by a non-employee director represents an election to defer payment of director fees until the time specified by the director in his deferred compensation agreement. The remaining outstanding restricted units asRestricted Units

As of December 31, 2014 and 2013, shown belowwe had 8,838 restricted units outstanding. These represent restricted units held by a non-employee director who has elected to defer payment of common stock represented by the units until termination of his service on the Board of Directors.

 
 Year Ended December 31, 
 
 2013 2012 2011 

Restricted Stock:

          

Outstanding beginning of period

  1,838,736  2,019,552  1,899,511 

Vested

  (383,608) (602,372) (497,720)

Granted

  579,236  562,269  654,811 

Canceled

  (170,530) (140,713) (37,050)
        

Outstanding end of period

  1,863,834  1,838,736  2,019,552 
        
        

Restricted Stock Units:

          

Outstanding beginning of period

  33,838  59,470  94,807 

Converted to Stock

  (25,000) (25,632) (35,337)
        

Outstanding end of period

  8,838  33,838  59,470 
        
        

Vested included in outstanding

  8,838  33,838  59,470 
        
        

Stock Options

        The following table provides information about stock options granted during the last three years:

 
 Year Ended December 31, 
 
 2013 2012 2011 
 
 Options Weighted
Average
Grant-Date
Fair Value
 Weighted
Average
Exercise
Price
 Options Weighted
Average
Grant-Date
Fair Value
 Weighted
Average
Exercise
Price
 Options Weighted
Average
Grant-Date
Fair Value
 Weighted
Average
Exercise
Price
 

Granted to certain executive officers

   $ $   $ $  90,000 $19.17 $55.96 

Granted to other employees

  144,400 $21.64 $72.25  152,800 $20.55 $51.92  91,300 $34.20 $86.01 
                          

  144,400        152,800        181,300       
                          
                          

Options that have been granted under our 2011the 2014 plan and previous plans expire seven to ten years from the grant date and have service-based vesting schedules of three to five years.  The exercise price for an option under the 2014 plan is the closing price of our common stock as reported by the New York Stock Exchange (NYSE) on the date of grant. The previous plans provideprovided that all grants have an exercise price of the average of the high and low prices of our common stock as reported by the New York Stock ExchangeNYSE on the date of grant.


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. STOCK-BASED COMPENSATION (Continued)

Compensation cost related to stock options is based on the grant-date fair value of the award, recognized ratably over the applicable vesting period. We estimate the fair value using the Black-Scholes option-pricing model. Expected volatilities are based on the historical volatility of our common stock. We also use historical data to estimate the probability of option exercise, expected years until exercise and potential forfeitures. We use U.S. Treasury bond rates in effect at the grant date for our risk-free interest rates.

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes the options granted the weighted average grant-date fair value, the total fair value of the options,and related information, and the assumptions used to determine the fair value of those options:options.

 

 

 

 

 

 

 

 

 


 Year Ended December 31, 

 

Years Ended December 31,

 


 2013 2012 2011 

    

2014

    

2013

    

2012

 

Options granted

 144,400 152,800 181,300 

 

 

82,500 

 

 

144,400 

 

 

152,800 

 

Weighted average grant-date fair value

 $21.64 $20.55 $26.74 

 

$

41.69 

 

$

21.64 

 

$

20.55 

 

Weighted average exercise price

 

$

139.02 

 

$

72.25 

 

$

51.92 

 

Total Fair Value (in thousands)

 $3,125 $3,140 $4,848 

 

$

3,439 

 

$

3,125 

 

$

3,140 

 

Expected years until exercise

 4.0 5.3 4.3 

 

 

4.0 

 

 

4.0 

 

 

5.3 

 

Expected stock volatility

 38.6% 47.4% 48.7%

 

 

36.7 

%  

 

38.6 

%  

 

47.4 

%  

Dividend yield

 0.8% 0.9% 0.6%

 

 

0.5 

%  

 

0.8 

%  

 

0.9 

%  

Risk-free interest rate

 1.4% 0.6% 0.9%

 

 

1.8 

%  

 

1.4 

%  

 

0.6 

%  

 Non-cash compensation cost related to our

Information about outstanding stock options is reflected insummarized below.

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

    

Weighted

    

Aggregate

 

 

 

 

Average

 

Average

 

Intrinsic

 

 

 

 

Exercise

 

Remaining

 

Value

 

 

Options

 

Price

 

Term

 

(in thousands)

Outstanding as of January 1, 2014

 

531,016 

 

$

59.78 

 

 

 

 

 

 

Exercised

 

(211,258)

 

$

56.32 

 

 

 

 

 

 

Granted

 

82,500 

 

$

139.02 

 

 

 

 

 

 

Forfeited

 

(18,176)

 

$

70.67 

 

 

 

 

 

 

Outstanding as of December 31, 2014

 

384,082 

 

$

78.19 

 

5.0 

Years

 

$

13,260 

Exercisable as of December 31, 2014

 

178,926 

 

$

59.19 

 

4.1 

Years

 

$

8,319 

The following table provides information regarding options exercised and the following table:grant-date fair value of options vested.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

    

2012

Number of options exercised

 

 

211,258 

 

 

276,069 

 

 

558,419 

Cash received from option exercises

 

$

11,899 

 

$

14,494 

 

$

11,433 

Tax benefit from option exercises included in paid-in-capital (1)

 

$

 —

 

$

 —

 

$

76 

Intrinsic value of options exercised

 

$

15,384 

 

$

10,109 

 

$

22,482 

Grant-date fair value of options vested

 

$

4,419 

 

$

2,521 

 

$

2,560 


(1)

No tax benefit is recorded until the benefit reduces current taxes payable.

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following summary reflects the status of non-vested stock options as of December 31, 2014 and changes during the year.

 
 Year Ended December 31, 
(in thousands)
 2013 2012 2011 

Stock option awards

 $3,145 $2,889 $3,518 

Less amounts capitalized to oil and gas properties

  (1,248) (1,135) (1,930)
        

Stock option compensation expense

 $1,897 $1,754 $1,588 
        
        

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted

 

 

 

 

Average

 

Average

 

 

 

 

Grant-Date

 

Exercise

 

 

Options

 

Fair Value

 

Price

Non-vested as of January 1, 2014

 

343,014 

 

$

21.64 

 

$

63.81 

Vested

 

(202,182)

 

$

21.86 

 

$

62.48 

Granted

 

82,500 

 

$

41.69 

 

$

139.02 

Forfeited

 

(18,176)

 

$

23.24 

 

$

70.67 

Non-vested as of December 31, 2014

 

205,156 

 

$

29.35 

 

$

94.76 

 

As of December 31, 2013,2014, there was $4.3$4.1 million of unrecognized compensation cost related to non-vested stock options. We expect to recognize that cost on a pro rata basis over a weighted average period of 1.71.8 years.

        Information about outstanding stock options is summarized below:

 
 Options Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Term
 Aggregate
Intrinsic
Value (in
thousands)
 

Outstanding as of January 1, 2013

  687,459 $54.51      

Exercised

  (276,069)$52.50      

Granted

  144,400 $72.25      

Canceled

  (2,663)$86.00      

Forfeited

  (22,111)$65.09      
            

Outstanding as of December 31, 2013

  531,016 $59.78 5.3 Years $23,201 
            
            

Exercisable as of December 31, 2013

  188,002 $52.43 4.7 Years $9,596 
            
            

Table of ContentsOther Compensation


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. STOCK-BASED COMPENSATION (Continued)

        The following table provides information regarding options exercised and the grant-date fair value of options vested:

 
 Year Ended December 31, 
(in thousands)
 2013 2012 2011 

Number of options exercised

  276,069  558,419  78,661 

Cash received from option exercises

 $14,494 $11,433 $3,193 

Tax benefit from option exercises included in paid-in-capital

 $(1)$76 $1,407 

Intrinsic value of options exercised

 $10,109 $22,482 $3,856 

Grant-date fair value of options vested

 $2,521 $2,560 $4,128 

(1)
No tax benefit is recorded until the benefit reduces current taxes payable.

        The following summary reflects the status of non-vested stock options as of December 31, 2013 and changes during the year:

 
 Options Weighted
Average
Grant-
Date Fair
Value
 Weighted
Average
Exercise
Price
 

Non-vested as of January 1, 2013

  317,062 $23.22 $60.58 

Vested

  (96,337)$26.17 $65.54 

Granted

  144,400 $21.64 $72.25 

Forfeited

  (22,111)$24.52 $65.09 
          

Non-vested as of December 31, 2013

  343,014 $21.64 $63.81 
          
          

Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. EARNINGS PER SHARE

        The calculations of basic and diluted net earnings per common share under the two-class method are presented below:

 
 Year Ended December 31, 
(in thousands, except per share data)
 2013 2012 2011 

Basic:

          

Net income

 $564,689 $353,823 $529,932 

Participating securities' share in earnings

  (11,091) (6,753) (12,005)
        

Net income applicable to common stockholders

 $553,598 $347,070 $517,927 
        
        

Diluted:

          

Net income

 $564,689 $353,823 $529,932 

Participating securities' share in earnings

  (11,076) (6,732) (11,950)
        

Net income applicable to common stockholders

 $553,613 $347,091 $517,982 
        
        

Shares:

          

Basic shares outstanding

  85,288  84,757  83,755 

Incremental shares from assumed exercise of stock options

  121  277  398 
        

Fully diluted common stock

  85,409  85,034  84,153 
        
        

Excluded(1)

  251  414  273 

Earnings per share to common stockholders:(2)

  
 
  
 
  
 
 

Basic

 $6.48 $4.08 $6.17 

Diluted

 $6.47 $4.07 $6.15 

(1)
Inclusion of certain outstanding stock options would have an anti-dilutive effect.

(2)
Earnings per share are based on actual figures rather than the rounded figures presented.

10. EMPLOYEE BENEFIT PLANS

We maintain and sponsor a contributory 401(k) plan for our employees. Annual costs related to the plan were $9.0$11.0 million for 2013.2014. During 20122013 and 2011,2012, such costs were $8.2$9.0 million and $8.9$8.2 million, respectively.

11. RELATED PARTY TRANSACTIONS8. EARNINGS PER SHARE

        Helmerich & Payne, Inc. (H&P) provides contract drilling services to Cimarex. Drilling costsThe calculations of approximately $17.0 million were incurred by Cimarex related to such services for 2013. During 2012basic and 2011, such costs were $20.8 million and $37.4 million, respectively. At December 31, 2013 and 2012, we had no minimum expenditure commitments to securediluted net earnings per common share under the use of H&P's drilling rigs. We had minimum expenditure commitments of $3.5 million at December 31, 2011. Hans Helmerich, a director of Cimarex, is Chairman of the Board of Directors of H&P.two-class method are presented below.

 Certain subsidiaries of Newpark Resources, Inc. have provided various drilling services to Cimarex. Costs of such services were $3.5 million in 2013. During 2012 and 2011, such costs were $4.1 million and $7.3 million, respectively. Jerry Box, a director of Cimarex, is the non-executive Chairman of the Board of Newpark.


 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands, except per share data)

    

2014

    

2013

    

2012

Basic:

 

 

 

 

 

 

 

 

 

Net income

 

$

507,204 

 

$

564,689 

 

$

353,823 

Participating securities’ share in earnings

 

 

(9,906)

 

 

(11,091)

 

 

(6,753)

Net income applicable to common stockholders

 

$

497,298 

 

$

553,598 

 

$

347,070 

Diluted:

 

 

 

 

 

 

 

 

 

Net income

 

$

507,204 

 

$

564,689 

 

$

353,823 

Participating securities’ share in earnings

 

 

(9,891)

 

 

(11,076)

 

 

(6,732)

Net income applicable to common stockholders

 

$

497,313 

 

$

553,613 

 

$

347,091 

Shares:

 

 

 

 

 

 

 

 

 

Basic shares outstanding

 

 

85,679 

 

 

85,288 

 

 

84,757 

Incremental shares from assumed exercise of stock options

 

 

131 

 

 

121 

 

 

277 

Fully diluted common stock

 

 

85,810 

 

 

85,409 

 

 

85,034 

Excluded (1)

 

 

94 

 

 

251 

 

 

414 

Earnings per share to common stockholders (2):

 

 

 

 

 

 

 

 

 

Basic

 

$

5.79 

 

$

6.48 

 

$

4.08 

Diluted

 

$

5.78 

 

$

6.47 

 

$

4.07 


(1)

Inclusion of certain outstanding stock options would have an anti-dilutive effect.

(2)

Earnings per share are based on actual figures rather than the rounded figures presented.

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. ASSET RETIREMENT OBLIGATIONS

The following table reflects the components of the change in the carrying amount of the asset retirement obligation for the years ended December 31, 2014 and 2013.

 

 

 

 

 

 

 

(in thousands)

    

2014

    

2013

Asset retirement obligation at January 1,

 

$

154,026 

 

$

185,138 

Liabilities incurred

 

 

13,015 

 

 

5,547 

Liability settlements and disposals

 

 

(27,036)

 

 

(47,842)

Accretion expense

 

 

7,583 

 

 

7,871 

Revisions of estimated liabilities

 

 

25,420 

 

 

3,312 

Asset retirement obligation at December 31,

 

 

173,008 

 

 

154,026 

Less current obligation

 

 

13,216 

 

 

27,058 

Long-term asset retirement obligation

 

$

159,792 

 

$

126,968 

During 2014, the liability settlements and disposals included $11.2 million related to properties that were sold.  Also during this period we recognized revisions of estimated liabilities totaling $25.4 million, which were due to changes in abandonment cost and timing estimates.  During 2013, the liability settlements and disposals included $4.4 million related to properties that were sold.

12. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION10. INCOME TAXES

Federal income tax expense (benefit) for the years presented differs from the amounts that would be provided by applying the U.S. Federal income tax rate, primarily due to the effect of state income taxes. The components of the provision for income taxes are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

    

2012

Current Taxes:

 

 

 

 

 

 

 

 

 

Federal (benefit)

 

$

 —

 

$

(381)

 

$

(1,629)

State (benefit)

 

 

404 

 

 

(308)

 

 

140 

 

 

 

404 

 

 

(689)

 

 

(1,489)

Deferred taxes:

 

 

 

 

 

 

 

 

 

Federal

 

 

282,729 

 

 

315,165 

 

 

199,459 

State

 

 

15,564 

 

 

14,535 

 

 

8,757 

 

 

 

298,293 

 

 

329,700 

 

 

208,216 

 

 

$

298,697 

 

$

329,011 

 

$

206,727 

Reconciliations of the income tax expense calculated at the federal statutory rate of 35% to the total income tax  expense are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

    

2012

Provision at statutory rate

 

$

282,066 

 

$

312,795 

 

$

196,192 

Effect of state taxes

 

 

15,826 

 

 

14,226 

 

 

8,902 

Domestic Production Activities allowance

 

 

 —

 

 

 —

 

 

567 

Other permanent differences

 

 

805 

 

 

1,990 

 

 

1,066 

Income tax expense

 

$

298,697 

 

$

329,011 

 

$

206,727 

75


 
 For the Years Ended
December 31,
 
(in thousands)
 2013 2012 2011 

Cash paid during the period for:

          

Interest expense (including capitalized amounts)

 $50,754 $42,420 $29,650 

Interest capitalized

 $29,098 $30,255 $24,193 

Income taxes

 $205 $377 $1,753 

Cash received for income taxes

 $966 $49,754 $59,109 

Table of Contents

CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of Cimarex’s net deferred tax liabilities are as follows:

 

 

 

 

 

 

 

 

 

December 31,

(in thousands)

    

2014

    

2013

Long-term:

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Stock compensation and other accrued amounts

 

$

26,527 

 

$

24,815 

Net operating loss carryforward, net of valuation allowance

 

 

218,584 

 

 

207,282 

Credit carryforward

 

 

4,068 

 

 

4,068 

 

 

 

249,179 

 

 

236,165 

Liabilities:

 

 

 

 

 

 

Property, plant and equipment

 

 

(2,003,885)

 

 

(1,696,006)

Net, long-term deferred tax liability

 

 

(1,754,706)

 

 

(1,459,841)

Current:

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

Other accrued amounts

 

 

13,475 

 

 

16,854 

 

 

 

13,475 

 

 

16,854 

Net deferred tax liabilities

 

$

(1,741,231)

 

$

(1,442,987)

At December 31, 2014, the company had a U.S. net tax operating loss carryforward of approximately $651.1 million, which would expire in years 2031 through 2034. We believe that the carryforward will be utilized before it expires. The company recorded an increase to its net operating loss carryforward at December 31, 2014 for certain state losses.  A corresponding valuation allowance of $19.1 million was established since it is not more likely than not that these additional state net operating losses will be utilized before they expire.  The amount of the U.S. net tax operating loss carryforward that will be recorded to equity when utilized to reduce taxes payable is $83.1 million. We also had an alternative minimum tax credit carryforward of approximately $4.1 million.

At December 31, 2014 and 2013, we had no unrecognized tax benefits that would impact our effective rate and we have made no provisions for interest or penalties related to uncertain tax positions. The tax years 2011 through 2013 remain open to examination by the Internal Revenue Service of the United States. We file tax returns with various state taxing authorities which remain open to examination for the 2010 through 2013 tax years.

13.11. COMMITMENTS ANDAND CONTINGENCIES

Lease Commitments

We have various commitments for office space and equipment under operating lease arrangements. RentalRent expense for the operating leases totaled $14.3 million in 2014. Rent expense was $13.2 million in 2013. They wereand $5.7 million for 2013 and $5.3 million for 2012, and 2011, respectively. The increaseincreases in 2013 rent expense compared toover the prior periods waswere due to additional costs associated with office relocations and entering into new lease arrangements.

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Shown below are future minimum cash payments required under these leases as of December 31, 2013:2014.

 

 

(in thousands)
 Operating
Leases
 

    

Operating

2014

 $8,354 

 

Leases

2015

 10,634 

 

$

10,166 

2016

 10,858 

 

 

11,261 

2017

 10,435 

 

 

10,789 

2018

 10,188 

 

 

10,416 

2019

 

 

10,522 

Later years

 77,294 

 

 

67,795 
   

Total future minimum lease payments

 $127,763 

 

$

120,949 
   
   

Other Commitments

We have commitments of $170.6$207.7 million to finish drilling and completing wells in progress at December 31, 2013.2014. We also have various commitments for drilling rigs. The total minimum expenditure commitments under these agreements are $51.7 million.

In New Mexico and Texas, we are constructing gathering facilities and pipelines. At December 31, 2013,2014, we had commitments of $1.8$6.9 million relating to these construction projects.

At December 31, 2013,2014, we had firm sales contracts to deliver approximately 19.430.8 Bcf of natural gas over the next 1012 months. If this gas is not delivered, our financial commitment would be approximately $68.6$91.7 million. This commitment will fluctuate due to price volatility and actual volumes delivered. However, we believe no financial commitment will be due based on our current proved reserves and production levels.

We have other various transportation and delivery commitments in the normal course of business, which approximate $4.8 million overare not material individually or in the next four years.


Table of Contentsaggregate.


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. COMMITMENTS AND CONTINGENCIES (Continued)

All of the noted commitments were routine and were made in the normal course of our business.

Litigation

In the normal course of business, we have various litigation matters. We assess the probability of estimable amounts related to litigation matters in accordance with guidance established by the FASB and adjust our accruals accordingly. Though some of the related claims may be significant, the resolution of them we believe, individually or in the aggregate, would not have a material adverse effect on our financial condition or results of operations after consideration of current accruals.

H.B. Krug, et al. versus H&P

In 2008, we recorded litigation expense of $119.6 million for the H.B. Krug, et al. v. Helmerich & Payne, Inc. (H&P) lawsuit, and began accruing additional post-judgment interest and costs for this case.

Over the years, the lawsuit has been disputed until December 13, 2013 when the Oklahoma Supreme Court reversed the Tulsa County District Court’s original judgment of $119.6 million and affirmed an alternative jury verdict for $3.65 million.  It also remanded the case back to the trial court for consideration of potential prejudgment interest, attorney’s fees and cost awards.  Accordingly, on December 31, 2013 we reduced the previously recognized litigation expense, which included related interest and costs, and the associated long-term liability by $142.8 million.

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On April 1, 2014, Cimarex paid the Plaintiffs $15.8 million in satisfaction of the $3.65 million damages award, the post-judgment interest award and the payment in lieu of bond, all of which are now final and not appealable.  On June 24, 2014, the trial court ruled the Plaintiffs were not entitled to prejudgment interest but were entitled to attorney’s fees and costs, the amount of which will be determined at a subsequent hearing.  On July 31, 2014, the Plaintiffs appealed the trial court’s denial of prejudgment interest, which will be determined by the Oklahoma Supreme Court.  The outcome of these remaining issues cannot be determined, and our current estimates and assessments likely will change, as a result of these future legal proceedings.

Hitch Enterprises, Inc. et al. v. Cimarex Energy Co. et al.

On December 11, 2012, Cimarex entered into a preliminary resolution of theHitch Enterprises, Inc., et al. v. Cimarex Energy Co., et al.  (Hitch) litigation matter for $16.4 million.Hitch is a statewide royalty class action pending in the Federal District Court in Oklahoma City, Oklahoma. The settlement was reached at a mediation, which occurred after the parties began to exchange information, including damage analyses, on November 16, 2012. On July 2, 2013, the Court entered a judgment approving the parties'parties’ settlement. The judgment became final and unappealable on August 2, 2013. Cimarex distributed the settlement proceeds pursuant to the Court'sCourt’s order in September 2013 and the administration of the settlement is ongoing. In the fourth quarter of 2012, we accrued $16.4 million for this matter.

H.B. Krug, et al. versus H&P12. RELATED PARTY TRANSACTIONS

        In January 2009, the Tulsa County District Court issued a judgment totaling $119.6 million in theH.B. Krug, et al. versus Helmerich & Payne, Inc. (H&P) case. This lawsuit originally was filed in 1998provides contract drilling services to Cimarex. Drilling costs of approximately $18.4 million were incurred by Cimarex related to such services for 2014. During 2013 and addressed H&P's conduct pertaining to2012, such costs were $17.0 million and $20.8 million, respectively. Hans Helmerich, a 1989 take-or-pay settlement, along with potential drainage and other related issues. Pursuant to the 2002 spin-offdirector of Cimarex, to stockholdersis Chairman of the Board of Directors of H&P,&P.

Jerry Box, a director of Cimarex, assumedwas the assets and liabilities of H&P's exploration and production business, including this lawsuit. In 2008, we recorded litigation expense of $119.6 million for this lawsuit and began accruing additional post-judgment interest and costs.

        On August 18, 2011, the Oklahoma Court of Appeals issued an Opinion regarding theKrug litigation. The Oklahoma Court of Appeals reversed and remanded the $112.7 million disgorgement of profits award, holding the District Court erred in failing to make the required findings of fact and conclusions of law. In all other respects, the Court of Appeals affirmed the judgment, including damages of $6.845 million. On February 13, 2012, the Oklahoma Supreme Court granted Cimarex's Petition for Certiorari, which requested a reviewnon-executive Chairman of the affirmed portionBoard of the judgment.Newpark through May 2014.  Certain subsidiaries of Newpark Resources, Inc. have provided various drilling services to Cimarex. Costs of such services were $0.6 million through May 2014. During 2013 and 2012, such costs were $3.5 million and $4.1 million, respectively.

13. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 On December 10, 2013, the Oklahoma Supreme Court reversed the trial court's original judgment of $119.6 million and affirmed an alternative jury verdict for $3.65 million. In light of the Oklahoma Supreme Court's ruling, on December 31, 2013, we reduced previously recognized litigation expense and the associated long-term liability by $142.8 million. A portion of our anticipated remaining liability includes estimates for amounts yet to be adjudicated. These estimates are likely to change.

 On December 30, 2013, the Plaintiffs filed a Petition for Rehearing with the Oklahoma Supreme Court. On February 24, 2014, the Oklahoma Supreme Court denied the Plaintiffs' Petition for Rehearing. Our assessments and estimates likely will change in the future as a result of legal proceedings that cannot be predicted at this time.


 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

    

2012

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

Interest expense (including capitalized amounts)

 

$

66,167 

 

$

50,754 

 

$

42,420 

Interest capitalized

 

$

32,623 

 

$

29,098 

 

$

30,255 

Income taxes

 

$

354 

 

$

205 

 

$

377 

Cash received for income taxes

 

$

460 

 

$

966 

 

$

49,754 

78


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. PROPERTY SALES AND ACQUISITIONS

 In 2013, we sold interests in non-core oil and gas assets for $61.5 million. During the second quarter of 2013, we also sold a 50% interest in our Culberson County, Texas Triple Crown gas gathering and processing system for approximately $31 million. Total property acquisitions during 2013 were $37.1 million, mostly for undeveloped acreage in Reeves County, Texas.

        During 2012, we sold interests in non-core oil and gas assets for $306 million. Of this total, $290 million was related to non-core oil and gas assets located in Texas. We had property acquisitions of $33.5 million during 2012, most of which were undeveloped acreage in the Permian Basin.

        In 2011, we sold all of our interests in assets located in Sublette County, Wyoming for $195.5 million (after purchase price adjustments). The assets sold principally consisted of a gas processing plant under construction and related assets ($111.4 million) and 210 Bcf of proved undeveloped gas reserves ($84.1 million). Total property acquisitions during 2011 were approximately $45.4 million. Of our total acquisitions, $42.2 million was in our western Oklahoma Cana-Woodford shale play.

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURESINFORMATION (UNAUDITED)

        Oil and Gas Operations—The following table contains direct revenue and cost information relating to our oil and gas exploration and production activities for the periods indicated. We have no long-term supply or purchase agreements with governments or authorities in which we act as producer. Income tax expense related to our oil and gas operations are computed using the effective tax rate for the period:

 
 Years Ended December 31, 
(in thousands, except per Mcfe)
 2013 2012 2011 

Oil, gas and NGL revenues from production

 $1,952,505 $1,581,650 $1,703,520 

Less operating costs and income taxes:

          

Depletion

  584,628  484,529  367,509 

Asset retirement obligation

  7,989  13,019  11,451 

Production

  286,742  258,584  247,048 

Transportation and other operating

  93,580  57,354  56,711 

Taxes other than income

  112,732  86,994  126,468 

Income tax expense

  319,082  251,215  331,082 
        

  1,404,753  1,151,695  1,140,269 
        

Results of operations from oil and gas producing activities

 $547,752 $429,955 $563,251 
        
        

Depletion rate per Mcfe

 $2.31 $2.11 $1.70 
        
        

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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES (Continued)

        Costs Incurred—The following table sets forth the capitalized costs incurred in our oil and gas production, exploration, and development activities:

 
 Years Ended December 31, 
(in thousands)
 2013 2012 2011 

Costs incurred during the year:

          

Acquisition of properties

          

Proved

 $682 $2,645 $23,071 

Unproved

  195,121  117,695  168,238 

Exploration

  52,672  109,169  82,531 

Development

  1,354,098  1,426,918  1,351,617 
        

Oil and gas expenditures

  1,602,573  1,656,427  1,625,457 

Property sales

  (61,503) (305,862) (117,344)
        

  1,541,070  1,350,565  1,508,113 

Asset retirement obligation, net

  4,426  12,525  63,246 
        

 $1,545,496 $1,363,090 $1,571,359 
        
        

        Aggregate Capitalized Costs—The table below reflects the aggregate capitalized costs relating to our oil and gas producing activities at December 31, 2013:

(in thousands)
  
 

Proved properties

 $12,863,961 

Unproved properties and properties under development, not being amortized

  585,361 
    

  13,449,322 

Less-accumulated depreciation, depletion and amortization

  (7,483,685)
    

Net oil and gas properties

 $5,965,637 
    
    

        Costs Not Being Amortized—The following table summarizes oil and gas property costs not being amortized at December 31, 2013, by year that the costs were incurred:

(in thousands)
  
 

2013

 $250,263 

2012

  98,889 

2011

  128,601 

2010 and prior

  107,608 
    

 $585,361 
    
    

        Costs not being amortized include the costs of unevaluated wells in progress and other properties. On a quarterly basis, such costs are evaluated for inclusion in the costs to be amortized resulting from the determination of proved reserves, impairments, or reductions in value. To the extent that the evaluation indicates these properties are impaired, the amount of the impairment is added to the capitalized costs to


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES (Continued)

be amortized. Abandonments of unproved properties are accounted for as an adjustment to capitalized costs related to proved oil and gas properties, with no losses recognized.

Oil and Gas Reserve Information—Proved reserve quantities are based on estimates prepared by Cimarex in accordance with guidelines established by the Securities and Exchange Commission (SEC).

Reserve definitions comply with definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the SEC. All of our reserve estimates are maintained by our internal Corporate Reservoir Engineering group, which is comprised of reservoir engineers and engineering technicians. The objectives and management of this group are separate from and independent of the exploration and production functions of our company. The technical employee primarily responsible for overseeing the reserve estimation process is our company'scompany’s Vice President of Corporate Engineering. This individual graduated from the Colorado School of Mines with a Bachelor of Science degree in Engineering and has more than nineteen20 years of practical experience in reserve evaluation. He has been directly involved in the annual reserve reporting process of Cimarex since 2002 and has served in his current role for the past nineten years.

DeGolyer and MacNaughton, an independent petroleum engineering consulting firm, reviewed greater than 80% of the total future net revenue discounted at 10% attributable to the total interests owned by Cimarex as of December 31, 2013.2014. The individual primarily responsible for overseeing the review is a Senior Vice President with DeGolyer and MacNaughton and a Registered Professional Engineer in the State of Texas with over thirty-nine40 years of experience in oil and gas reservoir studies and evaluations.

Proved reserves are those quantities of oil, NGL and gas, which, by analysis of geosciences 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. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

There are numerous uncertainties inherent in estimating quantities of proved reserves and projecting future rates of production and the timing of development expenditures. The estimation of our proved reserves employs one or more of the following: production trend extrapolation, analogy, volumetric assessment and material balance analysis. Techniques including review of production and pressure histories, analysis of electric logs and fluid tests, and interpretations of geologic and geophysical data are also involved in this estimation process.


79


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CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES (Continued)

 

The following reserve data represents estimates only and should not be construed as being exact.

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

    

Total Gas

 

 

Gas

 

Oil

 

NGL

 

Equivalents

 

 

(MMcf)

 

(MBbl)

 

(MBbl)

 

(MMcfe)

Total proved reserves:

 

 

 

 

 

 

 

 

December 31, 2011

 

1,216,441 

 

72,322 

 

65,815 

 

2,045,265 

Revisions of previous estimates

 

(211,401)

 

(3,154)

 

(4,492)

 

(257,276)

Extensions and discoveries

 

372,459 

 

27,817 

 

36,324 

 

757,307 

Purchases of reserves

 

50 

 

14 

 

 

145 

Production

 

(118,495)

 

(11,516)

 

(6,952)

 

(229,299)

Sales of properties

 

(7,191)

 

(7,562)

 

(788)

 

(57,298)

December 31, 2012

 

1,251,863 

 

77,921 

 

89,909 

 

2,258,844 

Revisions of previous estimates

 

(101,235)

 

(2,942)

 

(16,197)

 

(216,068)

Extensions and discoveries

 

280,619 

 

48,010 

 

26,431 

 

727,267 

Purchases of reserves

 

263 

 

27 

 

 

479 

Production

 

(125,248)

 

(13,380)

 

(7,876)

 

(252,787)

Sales of properties

 

(12,762)

 

(1,103)

 

(232)

 

(20,771)

December 31, 2013

 

1,293,500 

 

108,533 

 

92,044 

 

2,496,964 

Revisions of previous estimates

 

85,533 

 

(1,039)

 

4,262 

 

104,873 

Extensions and discoveries

 

420,442 

 

29,155 

 

36,424 

 

813,911 

Purchases of reserves

 

88,227 

 

1,383 

 

6,186 

 

133,641 

Production

 

(155,128)

 

(15,639)

 

(11,343)

 

(317,022)

Sales of properties

 

(65,841)

 

(3,401)

 

(2,300)

 

(100,044)

December 31, 2014

 

1,666,733 

 

118,992 

 

125,273 

 

3,132,323 

Proved developed reserves:

 

 

 

 

 

 

 

 

December 31, 2011

 

989,511 

 

68,250 

 

44,755 

 

1,667,541 

December 31, 2012

 

985,352 

 

73,524 

 

63,757 

 

1,809,037 

December 31, 2013

 

1,060,704 

 

86,665 

 

69,089 

 

1,995,233 

December 31, 2014

 

1,263,957 

 

100,050 

 

89,630 

 

2,402,033 

Proved undeveloped reserves:

 

 

 

 

 

 

 

 

December 31, 2011

 

226,930 

 

4,072 

 

21,060 

 

377,724 

December 31, 2012

 

266,511 

 

4,397 

 

26,152 

 

449,807 

December 31, 2013

 

232,796 

 

21,868 

 

22,955 

 

501,731 

December 31, 2014

 

402,776 

 

18,942 

 

35,643 

 

730,290 

During 2014, we added 813.9 Bcfe of proved reserves through extensions and discoveries, primarily in the Mid-Continent and Permian Basin. In the Mid-Continent, we added 80.4 Bcfe from wells drilled.  We also added 496.6 Bcfe of proved undeveloped (PUD) reserves in our Can-Woodford shale area.  In the Permian Basin, development drilling added 234.3 Bcfe.

During 2014, we had net positive reserve revisions of 105 Bcfe.  This included positive revisions of 16 Bcfe due to prices offset by negative revisions of 25 Bcfe due to increases in operating expenses which shortened the economic lives of properties.  Performance revisions were a net positive of roughly 114 Bcfe.  This net increase was due to better than expected performance of PUD reserves converted to proved developed reserves during the year (125 Bcfe) and positive adjustments to previously booked PUD reserves (10 Bcfe) offset by 21 Bcfe of net negative revisions primarily attributed to Cana-Woodford wells impacted by infill drilling.

80


 
 Gas
(MMcf)
 Oil
(MBbl)
 NGL
(MBbl)
 Total Gas
Equivalents
(MMcfe)
 

Total proved reserves:

             

December 31, 2010

  1,254,166  63,656  41,310  1,883,957 

Revisions of previous estimates

  (35,981) (2,062) 6,865  (7,160)

Extensions and discoveries

  321,419  21,253  23,019  587,049 

Purchases of reserves

  13,480  308  1,430  23,910 

Production

  (120,113) (9,778) (6,236) (216,198)

Sales of properties

  (216,530) (1,055) (573) (226,293)
          

December 31, 2011

  1,216,441  72,322  65,815  2,045,265 

Revisions of previous estimates

  (211,401) (3,154) (4,492) (257,276)

Extensions and discoveries

  372,459  27,817  36,324  757,307 

Purchases of reserves

  50  14  2  145 

Production

  (118,495) (11,516) (6,952) (229,299)

Sales of properties

  (7,191) (7,562) (788) (57,298)
          

December 31, 2012

  1,251,863  77,921  89,909  2,258,844 

Revisions of previous estimates

  (101,235) (2,942) (16,197) (216,068)

Extensions and discoveries

  280,619  48,010  26,431  727,267 

Purchases of reserves

  263  27  9  479 

Production

  (125,248) (13,380) (7,876) (252,787)

Sales of properties

  (12,762) (1,103) (232) (20,771)
          

December 31, 2013

  1,293,500  108,533  92,044  2,496,964 
          
        �� 

Proved developed reserves:

             

December 31, 2010

  911,898  60,231  31,051  1,459,590 

December 31, 2011

  989,511  68,250  44,755  1,667,541 

December 31, 2012

  985,352  73,524  63,757  1,809,037 

December 31, 2013

  1,060,704  86,665  69,089  1,995,233 

Proved undeveloped reserves:

             

December 31, 2010

  342,268  3,425  10,259  424,367 

December 31, 2011

  226,930  4,072  21,060  377,724 

December 31, 2012

  266,511  4,397  26,152  449,807 

December 31, 2013

  232,796  21,868  22,955  501,731 

Table of Contents

During 2013, we added 727.3 Bcfe of proved reserves through extensions and discoveries, primarily in the Permian Basin and Cana-Woodford area. We added 489.4 Bcfe in the Permian Basin (288.2 Bcfe development drilling and 201.2 Bcfe in proved undeveloped reserves). Of this amount, 52% consisted of oil. In our western Oklahoma Cana-Woodford shale area, we added 44.9 Bcfe from wells drilled and 179.9 Bcfe of proved undeveloped (PUD)PUD reserves.

During 2013, we had net negative reserve revisions of 216 Bcfe. Approximately 208 Bcfe of the net negative revisions relates to performance of certain wells drilled in our Cana-Woodford shale development project. Negative revisions resulted from poorer than expected production performance of PUD reserves


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES (Continued)

converted to proved developed reserves during the year (72 Bcfe); wells adversely impacted by infill drilling and/or exhibiting poorer than expected performance (60 Bcfe); the removal of PUD locations due to altered future drilling plans (40 Bcfe); and adjustments to previously booked PUD reserves based on actual results observed in 2013 (36 Bcfe). The remainder of net negative revisions relates to offsetting increases and decreases primarily associated with higher commodity prices and increased operating expenses.

In 2012, we added 757.3 Bcfe of proved reserves through extensions and discoveries. In our western Oklahoma Cana-Woodford shale area, we added 202.5 Bcfe from infill wells drilled and 315.9 Bcfe of PUD reserves. Development drilling in the Permian Basin added 229.2 Bcfe.

Approximately 72 Bcfe of the 257.3 Bcfe net negative revisions during 2012 related to production performance of certain wells drilled in our Cana-Woodford shale project. The remainder of the net negative revisions primarily resulted from decreases in prices (91 Bcfe), increases in operating expenses (21 Bcfe) which shortened the economic lives, adjustments to previously booked PUD reserves (25 Bcfe) and the removal of PUD locations due to altered future drilling plans (42 Bcfe).

        During 2011, we added 587.0 Bcfe of proved reserves through extensions and discoveries. These additions were also primarily due to wells drilled and PUD reserves added in our Cana-Woodford shale area and in the Permian Basin. Net negative revisions during 2011 were negligible.

At December 31, 2013,2014, we had PUD reserves of 502730 Bcfe, up 52228 Bcfe from 450502 Bcfe of PUDs at December 31, 2012.2013. Changes in our PUD reserves are summarized in the table below (in Bcfe):.

PUDsPUD reserves at December 31, 20122013

449.8
501.7 

Converted to developed

(253.5)
(279.7)

Additions

381.1
496.6 

Net revisionsAcquisitions

(75.7)
1.9 

PUDsNet revisions

9.8 

PUD reserves at December 31, 20132014

501.7
730.3 

 

During 2013,2014, we invested $255.5$503.5 million to develop and convert certain 201256% of our 2013 PUD reserves to proved developed reserves. A portion of the development costs were on wellsPUD locations that are expected to be converted to developed in subsequent periods. During 2012 and 2011,2013, we invested $164.4$255.5 million and $21.6 million, respectively, for conversion of PUD reserves to proved developed reserves, converting 56% of our 2012 PUD reserves.

        The 381All 497 Bcfe of PUD reserve additions consist of 201 Bcfe in the Permian Basin and 180 Bcfeoccurred in our western Oklahoma, Cana WoodfordCana-Woodford shale play. AllRoughly 88% of our PUD reserves are associated with these two areas.this area. The remainder of our PUD reserves is found in the Permian Basin.  We have no PUD reserves that have remained undeveloped for five years or more after initial disclosure. We have no PUD reserves whose scheduled delay to initiation of development is beyond five years of initial booking.

81


Costs Incurred—The following table sets forth the capitalized costs incurred in our oil and gas production, exploration, and development activities.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands)

    

2014

    

2013

    

2012

Costs incurred during the year:

 

 

 

 

 

 

 

 

 

Acquisition of properties

 

 

 

 

 

 

 

 

 

Proved

 

$

138,508 

 

$

682 

 

$

2,645 

Unproved

 

 

277,099 

 

 

195,121 

 

 

117,695 

Exploration

 

 

50,271 

 

 

52,672 

 

 

109,169 

Development

 

 

1,664,877 

 

 

1,354,098 

 

 

1,426,918 

Oil and gas expenditures

 

 

2,130,755 

 

 

1,602,573 

 

 

1,656,427 

Property sales

 

 

(446,107)

 

 

(61,503)

 

 

(305,862)

 

 

 

1,684,648 

 

 

1,541,070 

 

 

1,350,565 

Asset retirement obligation, net

 

 

27,243 

 

 

4,426 

 

 

12,525 

 

 

$

1,711,891 

 

$

1,545,496 

 

$

1,363,090 

Aggregate Capitalized Costs—The table below reflects the aggregate capitalized costs relating to our oil and gas producing activities at December 31, 2014.

(in thousands)

Proved properties

$

14,402,064 

Unproved properties and properties under development, not being amortized

759,149 

15,161,213 

Less-accumulated depreciation, depletion and amortization

(8,257,502)

Net oil and gas properties

$

6,903,711 

Costs Not Being Amortized—The following table summarizes oil and gas property costs not being amortized at December 31, 2014, by year that the costs were incurred.

 

 

 

 

(in thousands)

    

    

 

2014

 

$

428,551 

2013

 

 

158,038 

2012

 

 

33,428 

2011 and prior

 

 

139,132 

 

 

$

759,149 

Of the costs not being amortized, $172.5 million (23%) relates to unevaluated wells in progress and $61.2 million (8%) is capitalized interest.  The remaining $525.4 million is for land and seismic expenditures, most of which were for costs invested in our Cana-Woodford shale project ($251.0 million) and our Permian Basin region ($208.9 million).  On a quarterly basis, all of these costs are evaluated for inclusion in the costs to be amortized resulting from the determination of proved reserves, impairments or reductions in value.  We expect to include these costs in the amortization computation as we continue with our exploration and development plans over the next five years.

82


Oil and Gas Operations—The following table contains direct revenue and cost information relating to our oil and gas exploration and production activities for the periods indicated. We have no long-term supply or purchase agreements with governments or authorities in which we act as producer. Income tax expense related to our oil and gas operations are computed using the effective tax rate for the period.

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31,

(in thousands, except per Mcfe)

    

2014

    

2013

    

2012

Oil, gas and NGL revenues from production

 

$

2,372,829 

 

$

1,952,505 

 

$

1,581,650 

Less operating costs and income taxes:

 

 

 

 

 

 

 

 

 

Depletion

 

 

773,817 

 

 

584,628 

 

 

484,529 

Asset retirement obligation

 

 

10,082 

 

 

7,989 

 

 

13,019 

Production

 

 

342,304 

 

 

286,742 

 

 

258,584 

Transportation, processing and other operating

 

 

195,414 

 

 

93,580 

 

 

57,354 

Taxes other than income

 

 

128,793 

 

 

112,732 

 

 

86,994 

Income tax expense

 

 

341,848 

 

 

319,082 

 

 

251,215 

 

 

 

1,792,258 

 

 

1,404,753 

 

 

1,151,695 

Results of operations from oil and gas producing activities

 

$

580,571 

 

$

547,752 

 

$

429,955 

Depletion rate per Mcfe

 

$

2.44 

 

$

2.31 

 

$

2.11 

Standardized Measure of Future Net Cash Flows—The "Standardized“Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves"Reserves” (Standardized Measure) is calculated in accordance with guidance provided by the FASB. The Standardized Measure does not purport, nor should it be interpreted, to present the fair value of a company'scompany’s proved oil and gas reserves. Fair value would require, among other things, consideration of expected future economic and operating conditions, a discount factor more representative of the time value of money, and risks inherent in reserve estimates.


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES (Continued)

Under the Standardized Measure, future cash inflows are based upon the forecasted future production of year-end proved reserves. Future cash inflows are then reduced by estimated future production and development costs to determine net pre-tax cash flow. Future income taxes are computed by applying the statutory tax rate to the excess of pre-tax cash flow over our tax basis in the associated oil and gas properties. Tax credits and permanent differences are also considered in the future income tax calculation. Future net cash flow after income taxes is discounted using a 10% annual discount rate to arrive at the Standardized Measure.

The following summary sets forth our Standardized Measure:Measure.

 

 

 

 

 

 


 December 31, 

 

December 31,

(in thousands)
 2013 2012 2011 

    

2014

    

2013

    

2012

Cash inflows

 $16,565,980 $12,384,251 $13,824,129 

 

$

19,892,471 

 

$

16,565,980 

 

$

12,384,251 

Production costs

 (5,000,004) (3,684,875) (3,999,352)

 

 

(5,777,710)

 

 

(5,000,004)

 

 

(3,684,875)

Development costs

 (1,113,743) (562,994) (555,963)

 

 

(1,453,860)

 

 

(1,113,743)

 

 

(562,994)

Income tax expense

 (3,099,304) (2,368,115) (2,938,590)

 

 

(3,768,780)

 

 

(3,099,304)

 

 

(2,368,115)
       

Net cash flow

 7,352,929 5,768,267 6,330,224 

 

 

8,892,121 

 

 

7,352,929 

 

 

5,768,267 

10% annual discount rate

 (3,754,035) (2,859,566) (3,190,474)

 

 

(4,539,276)

 

 

(3,754,035)

 

 

(2,859,566)
       

Standardized measure of discounted future net cash flow

 $3,598,894 $2,908,701 $3,139,750 

 

$

4,352,845 

 

$

3,598,894 

 

$

2,908,701 
       
       

 The following are the principal sources of change in the Standardized Measure:

 
 December 31, 
(in thousands)
 2013 2012 2011 

Standardized Measure, beginning of period

 $2,908,701 $3,139,750 $2,515,277 

Sales, net of production costs

  (1,459,451) (1,178,718) (1,268,175)

Net change in sales prices, net of production costs

  371,563  (957,606) 448,727 

Extensions and discoveries, net of future production and development costs

  1,901,786  1,707,024  1,662,706 

Changes in future development costs

  121,347  146,808  (57,847)

Previously estimated development costs incurred during the period

  253,047  148,976  42,492 

Revision of quantity estimates

  (436,856) (457,013) (16,269)

Accretion of discount

  416,594  459,490  361,662 

Change in income taxes

  (344,447) 197,916  (353,804)

Purchases of reserves in place

  1,552  572  41,854 

Sales of properties

  (38,080) (214,746) (123,870)

Change in production rates and other

  (96,862) (83,752) (113,003)
        

Standardized Measure, end of period

 $3,598,894 $2,908,701 $3,139,750 
        
        

        Impact of PricingThe estimates of cash flows and reserve quantities shown above are based upon the unweighted average first-day-of-the-month12-month-first-day-of-the-month benchmark prices. If future gas sales are covered by contracts at specified


Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. UNAUDITED SUPPLEMENTAL OIL AND GAS DISCLOSURES (Continued)

prices, the contract prices would be used. Fluctuations in prices are due to supply and demand and are beyond our control.

83


The following average prices were used in determining the Standardized Measure as of:

 

 

 

 

 

 


 December 31, 

 

December 31,


 2013 2012 2011 

    

2014

    

2013

    

2012

Gas price per Mcf

 $3.01 $2.27 $3.79 

 

$

3.61 

 

$

3.01 

 

$

2.27 

Oil price per Bbl

 $92.74 $88.91 $89.64 

 

$

86.85 

 

$

92.74 

 

$

88.91 

NGL price per Bbl

 $28.42 $29.12 $41.70 

 

$

28.23 

 

$

28.42 

 

$

29.12 

 Companies that follow

The following are the full cost accounting method are required to make quarterly ceiling test calculations. This test ensures that total capitalized costs for oil and gas properties (netprincipal sources of accumulated DD&A and deferred income taxes) do not exceed the sum of the present value discounted at 10% of estimated future net cash flows from proved reserves, the cost of properties not being amortized, the lower of cost or estimated fair value of unproven properties includedchange in the costs being amortized, and all related tax effects. We currently do not have any unproven properties that are being amortized. We calculate the projected income tax effect using the "year-by-year" method for purposes of the supplemental oil and gas disclosures and use the "short-cut" method for the ceiling test calculation. Application of these rules during periods of relatively low commodity prices, even if of short-term duration, may result in write-downs.Standardized Measure.

16. UNAUDITED SUPPLEMENTAL QUARTERLY FINANCIAL DATA

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

(in thousands)

    

2014

    

2013

    

2012

Standardized Measure, beginning of period

 

$

3,598,894 

 

$

2,908,701 

 

$

3,139,750 

Sales, net of production costs

 

 

(1,706,318)

 

 

(1,459,451)

 

 

(1,178,718)

Net change in sales prices, net of production costs

 

 

(166,746)

 

 

371,563 

 

 

(957,606)

Extensions and discoveries, net of future production and development costs

 

 

1,633,285 

 

 

1,901,786 

 

 

1,707,024 

Changes in future development costs

 

 

23,025 

 

 

121,347 

 

 

146,808 

Previously estimated development costs incurred during the period

 

 

442,780 

 

 

253,047 

 

 

148,976 

Revision of quantity estimates

 

 

230,673 

 

 

(436,856)

 

 

(457,013)

Accretion of discount

 

 

520,058 

 

 

416,594 

 

 

459,490 

Change in income taxes

 

 

(434,949)

 

 

(344,447)

 

 

197,916 

Purchases of reserves in place

 

 

228,539 

 

 

1,552 

 

 

572 

Sales of properties

 

 

(185,326)

 

 

(38,080)

 

 

(214,746)

Change in production rates and other

 

 

168,930 

 

 

(96,862)

 

 

(83,752)

Standardized Measure, end of period

 

$

4,352,845 

 

$

3,598,894 

 

$

2,908,701 

2013
 First Second Third Fourth 

(in thousands, except for per share data)

             

Revenues

 $426,356 $493,757 $561,336 $516,602 

Expenses, net

  336,429  364,192  422,966  309,775 
          

Net income

 $89,927 $129,565 $138,370 $206,827 
          
          

Earnings per share to common stockholders:

             

Basic:

             

Distributed

 $0.14 $0.14 $0.14 $0.14 

Undistributed

  0.90  1.36  1.45  2.23 
          

 $1.04 $1.50 $1.59 $2.37 
          
          

Diluted:

             

Distributed

 $0.14 $0.14 $0.14 $0.14 

Undistributed

  0.90  1.35  1.45  2.23 
          

 $1.04 $1.49 $1.59 $2.37 
          
          

Table of Contents


CIMAREX ENERGY CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. UNAUDITED SUPPLEMENTAL QUARTERLY FINANCIAL DATA (Continued)(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

    

First

    

Second

    

Third

    

Fourth

(in thousands, except for per share data)

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

599,216 

 

$

636,669 

 

$

649,740 

 

$

538,551 

Expenses, net

 

 

460,759 

 

 

488,029 

 

 

505,425 

 

 

462,759 

Net income

 

$

138,457 

 

$

148,640 

 

$

144,315 

 

$

75,792 

Earnings per share to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Distributed

 

$

0.16 

 

$

0.16 

 

$

0.16 

 

$

0.16 

Undistributed

 

 

1.43 

 

 

1.55 

 

 

1.49 

 

 

0.71 

 

 

$

1.59 

 

$

1.71 

 

$

1.65 

 

$

0.87 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Distributed

 

$

0.16 

 

$

0.16 

 

$

0.16 

 

$

0.16 

Undistributed

 

 

1.43 

 

 

1.54 

 

 

1.49 

 

 

0.70 

 

 

$

1.59 

 

$

1.70 

 

$

1.65 

 

$

0.86 

84


2012
 First Second Third Fourth 

(in thousands, except for per share data)

             

Revenues

 $423,036 $353,122 $406,912 $440,868 

Expenses, net

  316,929  288,820  322,650  341,716 
          

Net income

 $106,107 $64,302 $84,262 $99,152 
          
          

Earnings per share to common stockholders:

             

Basic:

             

Distributed

 $0.12 $0.12 $0.12 $0.12 

Undistributed

  1.12  0.63  0.85  1.02 
          

 $1.24 $0.75 $0.97 $1.14 
          
          

Diluted:

             

Distributed

 $0.12 $0.12 $0.12 $0.12 

Undistributed

  1.11  0.62  0.85  1.02 
          

 $1.23 $0.74 $0.97 $1.14 
          
          

Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

    

First

    

Second

    

Third

    

Fourth

(in thousands, except for per share data)

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

426,356 

 

$

493,757 

 

$

561,336 

 

$

516,602 

Expenses, net

 

 

336,429 

 

 

364,192 

 

 

422,966 

 

 

309,775 

Net income

 

$

89,927 

 

$

129,565 

 

$

138,370 

 

$

206,827 

Earnings per share to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Distributed

 

$

0.14 

 

$

0.14 

 

$

0.14 

 

$

0.14 

Undistributed

 

 

0.90 

 

 

1.36 

 

 

1.45 

 

 

2.23 

 

 

$

1.04 

 

$

1.50 

 

$

1.59 

 

$

2.37 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Distributed

 

$

0.14 

 

$

0.14 

 

$

0.14 

 

$

0.14 

Undistributed

 

 

0.90 

 

 

1.35 

 

 

1.45 

 

 

2.23 

 

 

$

1.04 

 

$

1.49 

 

$

1.59 

 

$

2.37 

The sum of the individual quarterly net income per common share amounts may not agree with year-to-date net income per common share because each quarter'squarter’s computation is based on the number of shares outstanding at the end of the applicable quarter using the two-class method.


85


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A ITEM 9A..  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

        Cimarex'sCimarex’s management, under the supervision and with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), have evaluated the effectiveness of Cimarex'sCimarex’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of December 31, 2013.2014. Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed in reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms. The disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow such persons to make timely decisions regarding required disclosures.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT'SMANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        Cimarex'sCimarex’s management 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 Exchange Act). The company'scompany’s internal control over financial reporting is a process designed by, or under the supervision of, the CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

Because of the inherent limitations of internal control over financial reporting, misstatements 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 the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2013,2014, management assessed the effectiveness of the company'scompany’s internal control over financial reporting based on the criteria established in "Internal Control—Integrated“Internal Control-Integrated Framework" (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework).Commission. Based on that assessment, management concluded that the company'scompany’s internal control over financial reporting was effective as of December 31, 2013.2014.

Our independent registered public accounting firm has audited, and reported on, the effectiveness of our internal controls over financial reporting as of December 31, 2013,2014, which follows this report.


86



Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Cimarex Energy Co.:

We have audited Cimarex Energy Co. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control—Control – Integrated Framework (2013) (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Cimarex Energy Co.'s and subsidiaries’ 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'sManagement’s Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on the Company'sCimarex Energy Co. and subsidiaries’ 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included 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'scompany’s internal control over financial reporting is a process 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. A company'scompany’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'scompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness 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, Cimarex Energy Co. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on criteria established inInternal Control—Control – Integrated Framework (2013) (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the CompanyCimarex Energy Co. and subsidiaries  as of December 31, 20132014 and 2012,2013, and the related consolidated statements of income and comprehensive income, stockholders'stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013,2014, and our report dated February 26, 201425, 2015 expressed an unqualified opinion on those consolidated financial statements.

KPMG LLP

Denver, Colorado

February 26, 201425, 2015


87


ITEM 9B.  OTHER INFORMATION

ITEM 9B.    OTHER INFORMATION
None.

        None.


88


PART III


PART III

ITEM 10.  DIRECTORS,DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning the directors of Cimarex required under this item is incorporated by reference from the Cimarex Energy Co. definitive Proxy Statement for the May 15, 201414, 2015 Annual Meeting of Stockholders.Shareholders. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30,120 days subsequent to December 31, 2014. The executive officers of Cimarex as of February 26, 201425, 2015 were:

Name
AgeOffice

Name

Age

Office

Thomas E. Jorden

57 
56

Chief Executive Officer, President and Chairman of the Board President and Chief Executive Officer

Joseph R. Albi

56 
55

Executive Vice President and– Operations, Chief Operating Officer

Stephen P. Bell

60 
59

Executive Vice President Business Development

Paul Korus

58 
57

Senior Vice President and Chief Financial Officer

Francis B. Barron

52 
51

Senior Vice President General Counsel

Gary R. Abbott

42 
41

Vice President, Corporate Engineering

Richard S. Dinkins

70 
69

Vice President Human Resources

John Lambuth

52 
51

Vice President Exploration

James H. Shonsey

63 
62

Vice President, Controller, Chief Accounting Officer and Controller

 

There are no family relationships by blood, marriage, or adoption among any of the above executive officers. All executive officers are elected annually by the board of directors to serve for one year or until a successor is elected and qualified. There is no arrangement or understanding between any of the officers and any other person pursuant to which he was selected as an executive officer.

THOMAS E. JORDEN was elected chairman of the board effective August 14, 2012 after being named president and chief executive officer effective September 30, 2011. Since December 8, 2003, Mr. Jorden served as executive vice president of exploration and had served in a similar capacity since September 30, 2002. Prior to September 2002, Mr. Jorden was with Key Production Company, Inc., where he served as vice president of exploration (October 1999 to September 2002) and chief geophysicist (November 1993 to September 1999). Prior to joining Key, Mr. Jorden was with Union Pacific Resources.

JOSEPH R. ALBI was named executive vice president and chief operating officer effective September 30, 2011. Mr. Albi served as executive vice president of operations since March 1, 2005. Since December 8, 2003, Mr. Albi served as senior vice president of corporate engineering. From September 30, 2002 to December 8, 2003, he served as vice president of engineering. From October 1999 to September, 2002, Mr. Albi was with Key Production Company, Inc. where he served as vice president of engineering and manager of engineering.

STEPHEN P. BELL was named executive vice president, business development effective September 13, 2012. Since September, 2002, Mr. Bell served as senior vice president of business development and land. Prior to its merger with Cimarex, Mr. Bell was with Key Production Company, Inc. since February 1994. In September 1999, he was appointed senior vice president, business development and land. From February 1994 to September 1999, he served as vice president, land.

PAUL KORUS was named senior vice president in December 2010 and has served as chief financial officer of Cimarex since September 2002. From June 1999 to September 2002, Mr. Korus was vice president and chief financial officer of Key Production Company. Prior to Key, he was an equity research analyst with an energy investment banking firm from 1995 to 1999 and was with Apache Corporation from 1982 to 1995.

FRANCIS B. BARRON joined Cimarex in July 2013 as senior vice president, general counsel. Mr. Barron served as executive vice president, general counsel of Bill Barrett Corporation, a Denver-based oil and gas exploration and development company, from February 2009 until July 2013 and as secretary from March 2004 until July 2013. He served as their senior vice president, general counsel from March 2004 until


Table of Contents

February 2009 and as chief financial officer from November 2006 until March 2007. Previously, Mr. Barron was a partner at the Denver, Colorado office of the law firm of

89


Patton Boggs LLP as well as a partner at Bearman Talesnick & Clowdus Professional Corporation. Mr. Barron'sBarron’s practice included corporate, securities and business law for publicly traded oil and gas companies.

GARY R. ABBOTT was elected vice president of corporate engineering March 1, 2005. Since January 2002, Mr. Abbott served as manager, corporate reservoir engineering. From April 1999 to January 2002, Mr. Abbott was a reservoir engineer with Key Production Company, Inc.

RICHARD S. DINKINS was named vice president of human resources on December 8, 2003. Mr. Dinkins joined Key Production Company, Inc. in March 2002 as its director of human resources and continued in that position with Cimarex commencing in September 2002. Prior to joining Key, Mr. Dinkins was with Sprint and before that, served as Vice President of Human Resources for Terra Resources, Inc. and Pacific Enterprises Oil Company.

JOHN LAMBUTH was named vice president of exploration in September 2012. Prior to his promotion, he served as the company'scompany’s chief geophysicist, a position he held since joining Cimarex in 2004. Mr. Lambuth began his career in 1985 with Shell Oil Co., where he held various positions in exploration and in research and development. Immediately prior to joining Cimarex, he spent three years as onshore exploration manager of El Paso Energy Company. Mr. Lambuth holds a Bachelors'Bachelors’ Degree in Geophysical Engineering from the Colorado School of Mines.

JAMES H. SHONSEY was named vice president in April 2006. Mr. Shonsey was elected chief accounting officer and controller on May 28, 2003. From 2001 to May 2003, Mr. Shonsey was chief financial officer of The Meridian Resource Corporation; and from 1997 to 2001, he served as the chief financial officer of Westport Resources Corporation.

ITEM 11.  EXECUTIVEEXECUTIVE COMPENSATION

Information required under this item is incorporated by reference from the Cimarex Energy Co. definitive Proxy Statement for the May 15, 201414, 2015 Annual Meeting of Stockholders.Shareholders. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30,120 days subsequent to December 31, 2014.

ITEM 12.  SECURITY OWNERSHIPOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required under this item is incorporated by reference from the Cimarex Energy Co. definitive Proxy Statement for the May 15, 201414, 2015 Annual Meeting of Stockholders.Shareholders. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30,120 days subsequent to December 31, 2014.

ITEM 13.  CERTAINCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required under this item is incorporated by reference from the Cimarex Energy Co. definitive Proxy Statement for the May 15, 201414, 2015 Annual Meeting of Stockholders.Shareholders. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30,120 days subsequent to December 31, 2014.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

Information required under this item is incorporated by reference from the Cimarex Energy Co. definitive Proxy Statement for the May 15, 201414, 2015 Annual Meeting of Stockholders.Shareholders. The Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30,120 days subsequent to December 31, 2014.


90


PART IV


PART IV

ITEM 15.  EXHIBITS,EXHIBITS, FINANCIAL STATEMENT SCHEDULES



Page

Page

(a) (1)

The following financial statements are included in Item 8 to this 10-K:

Consolidated balance sheets as of December 31, 20132014 and 2012. 2013

56

58

Consolidated statements of income and comprehensive income for the years ended December 31, 2014, 2013, 2012, and 20112012

57

59

Consolidated statements of cash flows for the years ended December 31, 2014, 2013, 2012, and 20112012

58

60

Consolidated statements of stockholders'stockholders’ equity for the years ended December 31, 2014, 2013, 2012, and 20112012

59

61

Notes to consolidated financial statementstatements

60

62

(2)

Financial statement schedules—None

(3)

(3)Exhibits:

Exhibits:

 

Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*) and are filed herewith; all exhibits not so designated are incorporated by reference to a prior SEC filing as indicated.

Exhibit

Title

3.1 
3.1

Amended and Restated Certificate of Incorporation of Cimarex Energy Co. (filed as Exhibit 3.1 to Registrant'sRegistrant’s Form 8-K (Commission File no. 001-31446) dated June 7, 2005 and incorporated herein by reference).



3.2


Amended and Restated By-laws of Cimarex Energy Co. dated December 11, 2013 (filed on December 16, 2013 (Commission File No. 001-31446) and incorporated herein by reference).



4.1


Specimen Certificate of Cimarex Energy Co. common stock (filed as Exhibit 4.3 to Registration Statement on Form S-3 filed September 17, 2012 (Registration No. 333-183939) and incorporated herein by reference).



4.2


Debt Securities Indenture dated as of April 5, 2012, by and among Cimarex Energy Co. and U.S. Bank National Association, as trustee included as Exhibit 4.1 to Registrant'sRegistrant’s Current Report on Form 8-K filed on April 5, 2012 and incorporated herein by reference.



4.3


First Supplemental Indenture dated as of April 5, 2012, by and among Cimarex Energy Co., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee included as Exhibit 4.2 to Registrant'sRegistrant’s Current Report on Form 8-K filed on April 5, 2012 and incorporated herein by reference.



4.4


Form of 5.875% Senior Notes due 2022 included in Exhibit 4.3 to the Registrant'sRegistrant’s Current Report on Form 8-K filed on April 5, 2012 and incorporated herein by reference.



10.1

4.5 

Indenture dated as of June 4, 2014, by and between Cimarex Energy Co. and U.S. Bank National Association, as trustee included as Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on June 4, 2014 and incorporated herein by reference.


4.6 

First Supplemental Indenture dated as of June 4, 2014, by and among Cimarex Energy Co., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee included as Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed on June 4, 2014 and incorporated herein by reference.

4.7 

Form of 4.375% Senior Notes due 2024 included in Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 4, 2014 and incorporated herein by reference.

91


10.1 

Credit Agreement dated as of July 14, 2011, among Cimarex, the Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents and the Lenders filed on July 18, 2011 as Exhibit 10.l to the Registrant'sRegistrant’s Current Report on Form 8-K and incorporated herein by reference.



10.2

First Amendment to Credit Agreement dated as of July 19, 2012, among Cimarex, the Guarantors, the Administrative Agent, and the Lenders filed on May 5, 2014 as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference.


10.3 

Second Amendment to Credit Agreement dated as of May 1, 2014, among Cimarex, the Guarantors, the Administrative Agent, and the Lenders filed on May 5, 2014 as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference.

10.4 

Employment Agreement, dated September 7, 1999, by and between Paul Korus and Key Production Company, Inc. (filed as Exhibit 10.6 to the Registration Statement on Form S-4 dated May 9, 2002 (Registration No. 333-87948) and incorporated herein by reference).



10.3

10.5 


Amendment to Employment Agreement effective January 1, 2009 between Cimarex Energy Co. and Paul Korus (filed as Exhibit 10.9 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446) and incorporated herein by reference).


Table of Contents

ExhibitTitle

10.6 
10.4

Employment Agreement, dated October 25, 1993, by and between Thomas E. Jorden and Key Production Company, Inc. (filed as Exhibit 10.7 to the Registration Statement on Form S-4 dated May 9, 2002 (Registration No. 333-87948) and incorporated herein by reference).



10.5

10.7 


Amendment to Employment Agreement effective January 1, 2009 between Cimarex Energy Co. and Thomas E. Jorden (filed as Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446) and incorporated herein by reference).



10.6

10.8 


Employment Agreement, dated February 2, 1994, by and between Stephen P. Bell and Key Production Company, Inc. (filed as Exhibit 10.8 to the Registration Statement on Form S-4 dated May 9, 2002 (Registration No. 333-87948) and incorporated herein by reference).



10.7

10.9 


Amendment to Employment Agreement effective January 1, 2009 between Cimarex Energy Co. and Stephen P. Bell (filed as Exhibit 10.13 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446) and incorporated herein by reference).



10.8

10.10 


Employment Agreement, dated March 11, 1994, by and between Joseph R. Albi and Key Production Company, Inc. (filed as Exhibit 10.9 to the Registration Statement on Form S-4 dated May 9, 2002 (Registration No. 333-87948) and incorporated herein by reference).



10.9

10.11 


Amendment to Employment Agreement effective January 1, 2009 between Cimarex Energy Co. and Joseph R. Albi (filed as Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446) and incorporated herein by reference).



10.10

10.12 


Amended and Restated 2002 Stock Incentive Plan of Cimarex Energy Co. effective January 1, 2009 (filed as Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446)001- 31446) and incorporated herein by reference).



10.11

10.13 


2011 Equity Incentive Plan adopted May 18, 2011 (filed as Appendix A to the Definitive Proxy Statement 14-A filed on March 23, 2011 (Commission File No. 001-31446) and incorporated herein by reference).



10.12

10.14 


Form of Notice of Grant of Award of Performance Stock and Award Agreement (filed as Exhibit 10.2 to Registrant'sRegistrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 4, 2011 (Commission File no. 001-31446) and incorporated herein by reference).

92



10.15 

10.13


Form of Notice of Grant of Restricted Stock and Award Agreement (filed as Exhibit 10.3 to Registrant'sRegistrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 4, 2011 (Commission File no. 001-31446) and incorporated herein by reference).



10.14

10.16 


Form of Notice of Grant of Nonqualified Stock Option and Award Agreement (filed as Exhibit 10.4 to Registrant'sRegistrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 4, 2011 (Commission File no. 001-31446) and incorporated herein by reference).



10.15

10.17 


Form of Notice of Grant and Award Agreement (Other Stock Award with performance conditions) (filed as Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 26, 2014 (Commission File No. 001-31446) and incorporated herein by reference).*



10.16

10.18 

2014 Equity Incentive Plan adopted May 15, 2014 (filed as Appendix A to the Definitive Proxy Statement 14-A filed on April 1, 2014 (Commission File No. 001-31446) and incorporated herein by reference.


10.19 

Form of Notice of Grant of Restricted Stock (Director) and Award Agreement (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on August 6, 2014 (Commission File No. 001-31446) and incorporated herein by reference).

10.20 

Form of Notice of Grant of Nonqualified Stock Option and Award Agreement (filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on August 6, 2014 (Commission File No. 001-31446) and incorporated herein by reference).

10.21 

Form of Notice of Grant of Restricted Stock and Award Agreement (filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on August 6, 2014 (Commission File No. 001-31446) and incorporated herein by reference).

10.22 

Form of Notice of Grant of Restricted Stock and Award Agreement (Performance Award) (filed as Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on August 6, 2014 (Commission File No. 001-31446) and incorporated herein by reference).

10.23 

Form of Notice of Grant of Restricted Stock and Award Agreement (Performance Award).*

10.24 

Deferred Compensation Plan for Nonemployee Directors adopted May 19, 2004, as amended and restated effective January 1, 2009 (filed as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446) and incorporated herein by reference).


Table of Contents

ExhibitTitle

10.25 
10.17

Cimarex Energy Co. Supplemental Savings Plan (amended and restated, effective January 1, 2009) (filed as Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446)001- 31446) and incorporated herein by reference).



10.18

10.26 


Cimarex Energy Co. Change in Control Severance Plan dated effective April 1, 2005, amended and restated effective January 1, 2009 (filed as Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (Commission File No. 001-31446) and incorporated herein by reference).



10.19

10.27 


Amendment to Cimarex Energy Co. Change in Control Severance Plan dated effective March 19, 2013 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2013 (Commission File No. 001-31446)001- 31446) and incorporated herein by reference).



10.20

93


10.28 


Form of Indemnification Agreement between Cimarex Energy Co. and each of its executive officers and directors (filed as Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 26, 2013 (Commission File No. 001-31446) and incorporated herein by reference).



10.21

10.29 


Retention Agreement dated June 9, 2010.*2010 (filed as Exhibit 10.21 to the Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 26, 2014 (Commission File No. 001-31446) and incorporated herein by reference).



14.1


Code of Ethics for Chief Executive Officer and Senior Financial Officers (filed as Exhibit 14.1 to the Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 11, 2004 (Commission File No. 001-31446) and incorporated herein by reference).



21.1


Significant Subsidiaries of the Registrant.*



23.1


Consent of KPMG LLP.*



23.2


Consent of DeGolyer and MacNaughton*



24.1


Power of Attorney of directors of the Registrant. *



31.1


Certification of Thomas E. Jorden, Chief Executive Officer of Cimarex Energy Co., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*



31.2


Certification of Paul Korus, Chief Financial Officer of Cimarex Energy Co., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*



32.1


Certification of Thomas E. Jorden, Chief Executive Officer of Cimarex Energy Co., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*



32.2


Certification of Paul Korus, Chief Financial Officer of Cimarex Energy Co., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


99.1 

99.1


Letter dated January 22, 201416, 2015 from DeGolyer and MacNaughton, independent petroleum engineering consulting firm, reporting the results of its audit of Cimarex reserves as of December 31, 20132014 of certain selected properties.*



101.INS



XBRL Instance Document



101.SCH



XBRL Taxonomy Extension Schema Document



101.CAL



XBRL Taxonomy Extension Calculation Linkbase Document



101.LAB



XBRL Taxonomy Extension Label Linkbase Document



101.PRE



XBRL Taxonomy Extension Presentation Linkbase Document



101.DEF



XBRL Taxonomy Extension Definition Linkbase Document


94


SIGNATURE

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.

Date: February 26, 2014
25, 2015

CIMAREX ENERGY CO.




By:


By:


/s/ THOMASThomas E. JORDEN


Jorden

Thomas E. Jorden

Chairman President andof the Board,  Chief Executive Officer
and President

 

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







Signature

Title

Date

/s/ THOMAS E. JORDEN


Thomas E. Jorden

Chairman of the Board,  and Director, President and

Thomas E. Jorden

Chief Executive Officer, and President (Principal Executive Officer)

February 26, 201425, 2015


*

Attorney-in-Fact



*

Director, Executive Vice President and –  

Attorney-in-Fact

Chief Operating Officer



February 26, 201425, 2015

Joseph R. Albi


/s/ PAUL KORUS


Paul Korus


Senior Vice President –  Chief


Paul Korus

Financial Officer (Principal Financial Officer)

February 25, 2015

/s/ James H. Shonsey

Vice President, Controller, Chief

James H. Shonsey

Accounting Officer (Principal Accounting Officer)

February 25, 2015

*

Attorney-in-Fact

Director

February 25, 2015

Jerry Box

*

Attorney-in-Fact

Director

February 25, 2015

Hans Helmerich

*

Attorney-in-Fact

Director

February 25, 2015

David A. Hentschel

*

Attorney-in-Fact

Director

February 25, 2015

Harold R. Logan, Jr.

*

Attorney-in-Fact

Director

February 25, 2015

Floyd R. Price

95


*

Attorney-in-Fact

Director

February 25, 2015

Monroe W. Robertson

*

Attorney-in-Fact

Director

February 25, 2015

Michael J. Sullivan

*

Attorney-in-Fact

Director

February 25, 2015

L. Paul Teague

*By:

/s/ Paul Korus

Senior Vice President and Chief

Paul Korus

Financial Officer (Principal Financial Officer)



February 26, 201425, 2015


/s/ JAMES H. SHONSEY

James H. Shonsey


Attorney-in-Fact


Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)



February 26, 2014

*

Attorney-in-Fact


Director


February 26, 2014
Jerry Box

*

Attorney-in-Fact


Director


February 26, 2014
Hans Helmerich


Table of Contents

96


Signature
Title
Date








*

Attorney-in-Fact


Director


February 26, 2014
David A. Hentschel

*

Attorney-in-Fact


Director


February 26, 2014
Harold R. Logan, Jr.

*

Attorney-in-Fact


Director


February 26, 2014
Floyd R. Price

*

Attorney-in-Fact


Director


February 26, 2014
Monroe W. Robertson

*

Attorney-in-Fact


Director


February 26, 2014
Michael J. Sullivan

*

Attorney-in-Fact


Director


February 26, 2014
L. Paul Teague

*By:


/s/ PAUL KORUS

Paul Korus


Senior Vice President and Chief Financial Officer (Principal Financial Officer)


February 26, 2014
Attorney-in-Fact