(X)
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2013
|
( )
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___ TO ___
|
|
Commission
File Number
|
Registrant
|
State of
Incorporation
|
IRS Employer
Identification Number
|
|
|
1-7810
|
Energen Corporation
|
Alabama
|
63-0757759
|
|
|
2-38960
|
Alabama Gas Corporation
|
Alabama
|
63-0022000
|
|
Title of Each Class
|
|
Exchange on Which Registered
|
Energen Corporation Common Stock, $0.01 par value
|
|
New York Stock Exchange
|
Energen Corporation
|
|
$3,809,442,960
|
Energen Corporation
|
|
72,713,965 shares
|
Alabama Gas Corporation
|
|
1,972,052 shares
|
Production (Lifting) Costs
|
Costs incurred to operate and maintain wells.
|
|
|
Productive Well
|
An exploratory or a development well that is not a dry well.
|
|
|
Proved Developed Reserves
|
The portion of proved reserves which can be expected to be recovered through existing wells with existing equipment and operating methods.
|
|
|
Proved Reserves
|
Estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.
|
|
|
Proved Undeveloped Reserves (PUD)
|
The portion of proved reserves which can be expected to be recovered from new wells on undrilled proved acreage or from existing wells where a relatively major expenditure is required for completion.
|
|
|
Recompletion
|
An operation within an existing wellbore whereby a completion in one pay zone is abandoned in order to attempt a completion in a different pay zone.
|
|
|
Reserves-to-Production Ratio
|
Ratio expressing years of supply determined by dividing the remaining recoverable reserves at year end by actual annual production volumes. The reserve-to-production ratio is a statistical indicator with certain limitations, including predictive value. The ratio varies over time as changes occur in production levels and remaining recoverable reserves.
|
|
|
Secondary Recovery
|
The process of injecting water, gas, etc., into a formation in order to produce additional oil otherwise unobtainable by initial recovery efforts.
|
|
|
Service Well
|
A well employed for the introduction into an underground stratum of water, gas or other fluid under pressure or disposal of salt water produced with oil or other waste.
|
|
|
Sidetrack Well
|
A new section of wellbore drilled from an existing well.
|
|
|
Swap
|
A contractual arrangement in which two parties, called counterparties, effectively agree to exchange or “swap” variable and fixed rate payment streams based on a specified commodity volume. The contracts allow for flexible terms such as specific quantities, settlement dates and location but also expose the parties to counterparty credit risk.
|
|
|
Transportation
|
Moving gas through pipelines on a contract basis for others.
|
|
|
Throughput
|
Total volumes of natural gas sold or transported by the gas utility.
|
|
|
Working Interest
|
Ownership interest in the oil and gas properties that is burdened with the cost of development and operation of the property.
|
|
|
Workover
|
A major remedial operation on a completed well to restore, maintain, or improve the well’s production such as deepening the well or plugging back to produce from a shallow formation.
|
|
|
-e
|
Following a unit of measure denotes that the gas components have been converted to barrels of oil equivalents at a rate of 1 barrel per 6 thousand cubic feet.
|
|
ENERGEN CORPORATION
2013 FORM 10-K ANNUAL REPORT
|
|
TABLE OF CONTENTS
|
||
|
|
|
|
PART I
|
Page
|
|
|
|
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
|
PART II
|
|
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
|
|
|
Purchases of Equity Securities
|
|
Item 6.
|
Selected Financial Data
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and
|
|
|
Results of Operations
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and
|
|
|
Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
|
|
|
|
PART III
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and
|
|
|
Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
|
|
|
|
PART IV
|
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Signatures
|
|
•
|
Oil and Gas Operations
|
•
|
Natural Gas Distribution
|
|
December 31, 2013
|
|
|
(Mcfd)
|
|
Southern firm transportation
|
112,933
|
|
Southern storage and no notice transportation
|
231,679
|
|
Transco firm transportation
|
70,000
|
|
Various intrastate transportation
|
20,240
|
|
•
|
Environmental Matters and Climate Change
|
•
|
sustained increases or decreases to the supply and demand of oil, natural gas and natural gas liquids;
|
•
|
positive or negative changes to usage and customer count at Alagasco from prolonged increases or decreases in average temperature for Alagasco’s central and north Alabama service territory;
|
•
|
potential disruption to third party facilities to which Energen Resources delivers and from which Alagasco is served. Such facilities include third party oil and gas gathering, transportation, processing and storage facilities and are typically limited in number and geographically concentrated.
|
•
|
Employees
|
•
|
Pipeline and storage leaks, ruptures and spills;
|
•
|
Equipment malfunctions and mechanical failures;
|
•
|
Fires and explosions;
|
•
|
Well blowouts, explosions and cratering; and
|
•
|
Soil, surface water or groundwater contamination from petroleum constituents, hydraulic fracturing fluid, or produced water.
|
|
Year ended
|
|
|
|||
|
December 31, 2013
|
December 31, 2013
|
December 31, 2013
|
|||
|
Production Volumes
(MBOE)
|
Proved Reserves (MBOE)
|
Reserves-to-Production Ratio
|
|||
Permian Basin
|
14,187
|
|
246,586
|
|
17.38 years
|
|
San Juan Basin
|
9,011
|
|
96,448
|
|
10.70 years
|
|
North Louisiana/East Texas*
|
617
|
|
3,877
|
|
6.28 years
|
|
Other
|
83
|
|
924
|
|
11.13 years
|
|
Total excluding Black Warrior Basin
|
23,898
|
|
347,835
|
|
14.55 years
|
|
Black Warrior Basin (sold during 2013)
|
1,464
|
|
—
|
|
—
|
|
Total
|
25,362
|
|
—
|
|
—
|
|
|
Gas MMcf
|
Oil MBbl
|
NGL MBbl
|
|||
Permian Basin
|
232,345
|
|
163,716
|
|
44,147
|
|
San Juan Basin
|
460,097
|
|
900
|
|
18,864
|
|
North Louisiana/East Texas*
|
22,716
|
|
91
|
|
—
|
|
Other
|
4,567
|
|
163
|
|
—
|
|
Total
|
719,725
|
|
164,870
|
|
63,011
|
|
|
Gas MMcf
|
Oil MBbl
|
NGL MBbl
|
|||
Permian Basin
|
135,925
|
|
112,641
|
|
23,223
|
|
San Juan Basin
|
460,097
|
|
900
|
|
18,864
|
|
North Louisiana/East Texas*
|
22,716
|
|
91
|
|
—
|
|
Other
|
4,567
|
|
163
|
|
—
|
|
Total
|
623,305
|
|
113,795
|
|
42,087
|
|
|
Gas MMcf
|
Oil MBbl
|
NGL MBbl
|
|||
Permian Basin
|
96,420
|
|
51,075
|
|
20,924
|
|
Total
|
96,420
|
|
51,075
|
|
20,924
|
|
Year ended December 31, 2013
|
Total MMBOE
|
Balance at beginning of period
|
85.9
|
Undeveloped reserves transferred to developed reserves
|
(20.3)
|
Revisions
|
5.7
|
Extensions and discoveries
|
16.7
|
Balance at end of period
|
88.0
|
Texas
|
14.65 psia
|
|
Colorado
|
14.73 psia
|
|
Louisiana, New Mexico
|
15.025 psia
|
|
Net Wells
|
Net Developed Acreage
|
Net Undeveloped Acreage
|
|||
Permian Basin
|
3,241
|
|
172,496
|
|
81,043
|
|
San Juan Basin
|
1,454
|
|
281,676
|
|
31,689
|
|
North Louisiana/East Texas*
|
175
|
|
20,720
|
|
—
|
|
Other
|
8
|
|
6,091
|
|
—
|
|
Total
|
4,878
|
|
480,983
|
|
112,732
|
|
|
Years ending December 31,
|
|||||||||||||||
|
2014
|
2015
|
2016
|
Thereafter
|
||||||||||||
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
Gross
|
Net
|
||||||||
Permian
|
11,400
|
|
7,537
|
|
43,938
|
|
31,513
|
|
13,724
|
|
13,110
|
|
35,667
|
|
28,883
|
|
San Juan
|
498
|
|
245
|
|
1,619
|
|
919
|
|
20,731
|
|
5,982
|
|
36,839
|
|
24,543
|
|
Total*
|
11,898
|
|
7,782
|
|
45,557
|
|
32,432
|
|
34,455
|
|
19,092
|
|
72,506
|
|
53,426
|
|
|
Gas MMcf
|
|
San Juan Basin
|
37,823
|
|
Name
|
Age
|
Position (1)
|
James T. McManus, II
|
55
|
Chairman, Chief Executive Officer and President of Energen and Chairman and Chief Executive Officer of Alagasco (2)
|
Charles W. Porter, Jr.
|
49
|
Vice President, Chief Financial Officer and Treasurer of Energen and Alagasco (3)
|
John S. Richardson
|
56
|
President and Chief Operating Officer of Energen Resources (4)
|
Dudley C. Reynolds
|
60
|
President and Chief Operating Officer of Alagasco (5)
|
J. David Woodruff, Jr.
|
57
|
Vice President, General Counsel and Secretary of Energen and Alagasco (6)
|
Russell E. Lynch, Jr.
|
40
|
Vice President and Controller of Energen (7)
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Quarterly Market Prices and Dividends Paid Per Share
|
||||
|
|
|
|
|
Quarter ended
(in dollars
)
|
High
|
Low
|
Close
|
Dividends Paid
|
March 31, 2012
|
58.24
|
47.33
|
49.15
|
0.14
|
June 30, 2012
|
53.28
|
40.13
|
45.13
|
0.14
|
September 30, 2012
|
55.59
|
43.81
|
52.41
|
0.14
|
December 31, 2012
|
54.77
|
41.38
|
45.09
|
0.14
|
March 31, 2013
|
52.13
|
44.46
|
52.01
|
0.145
|
June 30, 2013
|
56.65
|
45.11
|
52.26
|
0.145
|
September 30, 2013
|
77.50
|
52.42
|
76.39
|
0.145
|
December 31, 2013
|
89.92
|
65.74
|
70.75
|
0.145
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans**
|
|||||
October 1, 2013 through October 31, 2013
|
—
|
|
$
|
—
|
|
—
|
|
8,992,700
|
|
November 1, 2013 through November 30, 2013
|
—
|
|
—
|
|
—
|
|
8,992,700
|
||
December 1, 2013 through December 31, 2013
|
507*
|
|
70.08
|
|
—
|
|
8,992,700
|
||
Total
|
507
|
|
$
|
70.08
|
|
—
|
|
8,992,700
|
Years ended December 31,
(dollars in thousands, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,738,650
|
|
|
$
|
1,540,819
|
|
|
$
|
1,373,113
|
|
|
$
|
1,425,107
|
|
|
$
|
1,273,574
|
|
Income from continuing operations
|
$
|
193,147
|
|
|
$
|
255,220
|
|
|
$
|
224,305
|
|
|
$
|
233,133
|
|
|
$
|
191,643
|
|
Net income
|
$
|
204,554
|
|
|
$
|
253,562
|
|
|
$
|
259,624
|
|
|
$
|
290,807
|
|
|
$
|
256,325
|
|
Diluted earnings per average common share from continuing operations
|
$
|
2.67
|
|
|
$
|
3.53
|
|
|
$
|
3.10
|
|
|
$
|
3.24
|
|
|
$
|
2.67
|
|
Diluted earnings per average common share
|
$
|
2.82
|
|
|
$
|
3.51
|
|
|
$
|
3.59
|
|
|
$
|
4.04
|
|
|
$
|
3.57
|
|
BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
||||||||||
Total property, plant and equipment, net
|
$
|
6,003,638
|
|
|
$
|
5,541,636
|
|
|
$
|
4,620,776
|
|
|
$
|
3,719,227
|
|
|
$
|
3,144,469
|
|
Total assets
|
$
|
6,622,212
|
|
|
$
|
6,175,890
|
|
|
$
|
5,237,416
|
|
|
$
|
4,363,560
|
|
|
$
|
3,803,118
|
|
Long-term debt
|
$
|
1,343,464
|
|
|
$
|
1,103,528
|
|
|
$
|
1,153,700
|
|
|
$
|
405,254
|
|
|
$
|
410,786
|
|
Total shareholders’ equity
|
$
|
2,858,019
|
|
|
$
|
2,676,690
|
|
|
$
|
2,432,163
|
|
|
$
|
2,154,043
|
|
|
$
|
1,988,243
|
|
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends paid per common share
|
$
|
0.58
|
|
|
$
|
0.56
|
|
|
$
|
0.54
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
Diluted average common shares outstanding (000)
|
72,471
|
|
|
72,316
|
|
|
72,332
|
|
|
72,051
|
|
|
71,885
|
|
|||||
Price range:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
89.92
|
|
|
$
|
58.24
|
|
|
$
|
65.44
|
|
|
$
|
49.94
|
|
|
$
|
48.89
|
|
Low
|
$
|
44.46
|
|
|
$
|
40.13
|
|
|
$
|
37.22
|
|
|
$
|
40.25
|
|
|
$
|
23.18
|
|
Close
|
$
|
70.75
|
|
|
$
|
45.09
|
|
|
$
|
50.00
|
|
|
$
|
48.26
|
|
|
$
|
46.80
|
|
Years ended December 31,
(dollars in thousands)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
OIL AND GAS OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
$
|
239,643
|
|
|
$
|
216,073
|
|
|
$
|
281,501
|
|
|
$
|
336,493
|
|
|
$
|
298,865
|
|
Oil
|
865,100
|
|
|
788,937
|
|
|
465,735
|
|
|
403,039
|
|
|
283,247
|
|
|||||
Natural gas liquids
|
101,550
|
|
|
85,938
|
|
|
87,464
|
|
|
65,161
|
|
|
67,254
|
|
|||||
Other
|
(981
|
)
|
|
(1,718
|
)
|
|
3,460
|
|
|
642
|
|
|
6,334
|
|
|||||
Total
|
$
|
1,205,312
|
|
|
$
|
1,089,230
|
|
|
$
|
838,160
|
|
|
$
|
805,335
|
|
|
$
|
655,700
|
|
Non-cash mark-to-market gains (losses) (included in operating revenues from continuing operations above)
|
|
||||||||||||||||||
Natural gas
|
$
|
(3,919
|
)
|
|
$
|
(515
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Oil
|
(43,261
|
)
|
|
58,786
|
|
|
(37,473
|
)
|
|
(3
|
)
|
|
(107
|
)
|
|||||
Natural gas liquids
|
(652
|
)
|
|
479
|
|
|
(114
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
(47,832
|
)
|
|
$
|
58,750
|
|
|
$
|
(37,587
|
)
|
|
$
|
(3
|
)
|
|
$
|
(107
|
)
|
Production volumes from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas (MMcf)
|
58,104
|
|
|
59,166
|
|
|
54,132
|
|
|
51,778
|
|
|
50,365
|
|
|||||
Oil (MBbl)
|
10,364
|
|
|
8,749
|
|
|
6,300
|
|
|
5,109
|
|
|
4,664
|
|
|||||
Natural gas liquids (MMgal)
|
135.8
|
|
|
108.1
|
|
|
91.4
|
|
|
79.0
|
|
|
75.2
|
|
|||||
Production volumes from continuing operations (MBOE)
|
23,281
|
|
|
21,183
|
|
|
17,499
|
|
|
15,619
|
|
|
14,849
|
|
|||||
Total production volumes (MBOE)
|
25,362
|
|
|
24,066
|
|
|
20,448
|
|
|
18,832
|
|
|
18,537
|
|
|||||
Proved reserves
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas (MMcf)
|
719,725
|
|
|
809,128
|
|
|
957,368
|
|
|
954,387
|
|
|
897,546
|
|
|||||
Oil (MBbl)
|
164,870
|
|
|
155,348
|
|
|
129,578
|
|
|
103,262
|
|
|
77,963
|
|
|||||
Natural gas liquids (MBbl)
|
63,011
|
|
|
56,155
|
|
|
53,957
|
|
|
40,601
|
|
|
30,257
|
|
|||||
Total (MMcfe)
|
2,087,010
|
|
|
2,078,154
|
|
|
2,058,594
|
|
|
1,817,565
|
|
|
1,546,866
|
|
|||||
Total (MBOE)
|
347,835
|
|
|
346,359
|
|
|
343,099
|
|
|
302,928
|
|
|
257,811
|
|
|||||
Other data from continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expense
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating expense and other
|
$
|
284,053
|
|
|
$
|
224,503
|
|
|
$
|
174,778
|
|
|
$
|
155,359
|
|
|
$
|
151,651
|
|
Production taxes
|
67,488
|
|
|
53,690
|
|
|
51,583
|
|
|
38,686
|
|
|
31,852
|
|
|||||
Total
|
$
|
351,541
|
|
|
$
|
278,193
|
|
|
$
|
226,361
|
|
|
$
|
194,045
|
|
|
$
|
183,503
|
|
Depreciation, depletion and amortization
|
$
|
453,474
|
|
|
$
|
343,183
|
|
|
$
|
213,841
|
|
|
$
|
168,016
|
|
|
$
|
146,946
|
|
Capital expenditures
|
$
|
1,104,745
|
|
|
$
|
1,291,211
|
|
|
$
|
1,115,452
|
|
|
$
|
717,782
|
|
|
$
|
427,399
|
|
Exploration expense
|
$
|
27,942
|
|
|
$
|
19,356
|
|
|
$
|
12,967
|
|
|
$
|
64,562
|
|
|
$
|
10,225
|
|
Operating income
|
$
|
257,963
|
|
|
$
|
369,765
|
|
|
$
|
308,561
|
|
|
$
|
315,990
|
|
|
$
|
252,927
|
|
NATURAL GAS DISTRIBUTION
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
$
|
340,563
|
|
|
$
|
277,698
|
|
|
$
|
343,740
|
|
|
$
|
414,870
|
|
|
$
|
398,289
|
|
Commercial and industrial
|
136,990
|
|
|
115,711
|
|
|
136,469
|
|
|
159,658
|
|
|
161,543
|
|
|||||
Transportation
|
61,254
|
|
|
58,857
|
|
|
55,234
|
|
|
57,049
|
|
|
53,856
|
|
|||||
Other
|
(5,469
|
)
|
|
(677
|
)
|
|
(490
|
)
|
|
(11,805
|
)
|
|
4,186
|
|
|||||
Total
|
$
|
533,338
|
|
|
$
|
451,589
|
|
|
$
|
534,953
|
|
|
$
|
619,772
|
|
|
$
|
617,874
|
|
Gas delivery volumes (MMcf)
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
20,279
|
|
|
16,014
|
|
|
21,132
|
|
|
24,463
|
|
|
20,921
|
|
|||||
Commercial and industrial
|
9,968
|
|
|
8,372
|
|
|
9,994
|
|
|
10,985
|
|
|
9,934
|
|
|||||
Transportation
|
47,534
|
|
|
48,106
|
|
|
44,614
|
|
|
46,479
|
|
|
40,903
|
|
|||||
Total
|
77,781
|
|
|
72,492
|
|
|
75,740
|
|
|
81,927
|
|
|
71,758
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
Average number of customers
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
391,093
|
|
|
393,467
|
|
|
395,766
|
|
|
404,697
|
|
|
409,214
|
|
|||||
Commercial, industrial and transportation
|
31,174
|
|
|
31,450
|
|
|
31,840
|
|
|
32,632
|
|
|
33,264
|
|
|||||
Total
|
422,267
|
|
|
424,917
|
|
|
427,606
|
|
|
437,329
|
|
|
442,478
|
|
|||||
Other data
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
43,907
|
|
|
$
|
42,270
|
|
|
$
|
39,916
|
|
|
$
|
44,042
|
|
|
$
|
50,995
|
|
Capital expenditures
|
$
|
88,769
|
|
|
$
|
71,869
|
|
|
$
|
73,984
|
|
|
$
|
93,566
|
|
|
$
|
77,809
|
|
Operating income
|
$
|
93,768
|
|
|
$
|
93,216
|
|
|
$
|
86,216
|
|
|
$
|
88,383
|
|
|
$
|
83,984
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Years ended December 31, (in thousands, except sales price data)
|
2013
|
2012
|
2011
|
||||||
Operating revenues from continuing operations
|
|
|
|
||||||
Natural gas
|
$
|
239,643
|
|
$
|
216,073
|
|
$
|
281,501
|
|
Oil
|
865,100
|
|
788,937
|
|
465,735
|
|
|||
Natural gas liquids
|
101,550
|
|
85,938
|
|
87,464
|
|
|||
Other
|
(981
|
)
|
(1,718
|
)
|
3,460
|
|
|||
Total operating revenues
|
$
|
1,205,312
|
|
$
|
1,089,230
|
|
$
|
838,160
|
|
Non-cash mark-to-market gains (losses) (included in operating revenues above)
|
|
|
|||||||
Natural gas
|
$
|
(3,919
|
)
|
$
|
(515
|
)
|
$
|
—
|
|
Oil
|
(43,261
|
)
|
58,786
|
|
(37,473
|
)
|
|||
Natural gas liquids
|
(652
|
)
|
479
|
|
(114
|
)
|
|||
Total
|
$
|
(47,832
|
)
|
$
|
58,750
|
|
$
|
(37,587
|
)
|
Production volumes from continuing operations
|
|
|
|
||||||
Natural gas (MMcf)
|
58,104
|
|
59,166
|
|
54,132
|
|
|||
Oil (MBbl)
|
10,364
|
|
8,749
|
|
6,300
|
|
|||
Natural gas liquids (MMgal)
|
135.8
|
|
108.1
|
|
91.4
|
|
|||
Total production volumes from continuing operations (MBOE)
|
23,281
|
|
21,183
|
|
17,499
|
|
|||
Production volumes
|
|
|
|
||||||
Natural gas (MMcf)
|
70,506
|
|
76,362
|
|
71,718
|
|
|||
Oil (MBbl)
|
10,378
|
|
8,766
|
|
6,318
|
|
|||
Natural gas liquids (MMgal)
|
135.8
|
|
108.1
|
|
91.4
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Natural gas transportation and sales revenues
|
$
|
533,338
|
|
$
|
451,589
|
|
$
|
534,953
|
|
Cost of gas
|
(215,455
|
)
|
(142,228
|
)
|
(233,523
|
)
|
|||
Operations and maintenance
|
(143,138
|
)
|
(141,334
|
)
|
(139,030
|
)
|
|||
Depreciation and amortization
|
(43,907
|
)
|
(42,270
|
)
|
(39,916
|
)
|
|||
Income taxes
|
(34,687
|
)
|
(30,244
|
)
|
(26,670
|
)
|
|||
Taxes, other than income taxes
|
(37,070
|
)
|
(32,541
|
)
|
(36,268
|
)
|
|||
Operating income
|
$
|
59,081
|
|
$
|
62,972
|
|
$
|
59,546
|
|
Natural gas sales volumes (MMcf)
|
|
|
|
||||||
Residential
|
20,279
|
|
16,014
|
|
21,132
|
|
|||
Commercial and industrial
|
9,968
|
|
8,372
|
|
9,994
|
|
|||
Total natural gas sales volumes
|
30,247
|
|
24,386
|
|
31,126
|
|
|||
Natural gas transportation volumes (MMcf)
|
47,534
|
|
48,106
|
|
44,614
|
|
|||
Total deliveries (MMcf)
|
77,781
|
|
72,492
|
|
75,740
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Capital and exploration expenditures for:
|
|
|
|
||||||
Property acquisitions
|
$
|
31,481
|
|
$
|
138,496
|
|
$
|
306,881
|
|
Development
|
654,222
|
|
748,251
|
|
621,550
|
|
|||
Exploration
|
423,698
|
|
416,678
|
|
188,660
|
|
|||
Other
|
11,352
|
|
4,543
|
|
9,277
|
|
|||
Total
|
1,120,753
|
|
1,307,968
|
|
1,126,368
|
|
|||
Less exploration expenditures charged to income
|
16,008
|
|
16,757
|
|
10,916
|
|
|||
Net capital expenditures
|
$
|
1,104,745
|
|
$
|
1,291,211
|
|
$
|
1,115,452
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Capital expenditures for:
|
|
|
|
||||||
Renewals, replacements, system expansion and other
|
$
|
59,750
|
|
$
|
50,075
|
|
$
|
53,970
|
|
Support systems and facilities
|
29,019
|
|
21,794
|
|
20,014
|
|
|||
Total
|
$
|
88,769
|
|
$
|
71,869
|
|
$
|
73,984
|
|
Year ended December 31, (in thousands)
|
2014
|
||
Permian Basin development
|
$
|
765,000
|
|
Permian Basin exploration
|
265,000
|
|
|
San Juan Basin
|
15,000
|
|
|
Other
|
5,000
|
|
|
Total
|
$
|
1,050,000
|
|
|
Drilling Rigs
|
Net Wells
|
Permian Basin
|
14
|
161
|
|
Payments Due Before December 31,
|
||||||||||||||
(in thousands)
|
Total
|
2014
|
2015-2016
|
2017-2018
|
2019 and Thereafter
|
||||||||||
Long-term debt
(1)
|
$
|
1,403,923
|
|
$
|
60,000
|
|
$
|
200,000
|
|
$
|
439,000
|
|
$
|
704,923
|
|
Interest payments on debt
|
455,171
|
|
54,585
|
|
100,763
|
|
82,812
|
|
217,011
|
|
|||||
Purchase obligations
(2)
|
171,110
|
|
47,810
|
|
93,840
|
|
26,791
|
|
2,669
|
|
|||||
Operating leases
|
31,627
|
|
5,270
|
|
9,331
|
|
6,389
|
|
10,637
|
|
|||||
Asset retirement obligations
(3)
|
709,451
|
|
11,538
|
|
6,162
|
|
5,933
|
|
685,818
|
|
|||||
Nonqualified supplemental retirement plans
|
36,597
|
|
6,145
|
|
1,112
|
|
9,939
|
|
19,401
|
|
|||||
Total contractual cash obligations
|
$
|
2,807,879
|
|
$
|
185,348
|
|
$
|
411,208
|
|
$
|
570,864
|
|
$
|
1,640,459
|
|
Year ended December 31, (MMBOE)
|
2014
|
Gas
|
9.7
|
Oil
|
11.4
|
Natural gas liquids
|
3.8
|
Total (midpoint of range)
|
24.9
|
Production Period
|
Total Hedged Volumes
|
Average Contract
Price
|
Description
|
|
Natural Gas
|
||||
2014
|
10.6
|
Bcf
|
$4.55 Mcf
|
NYMEX Swaps
|
|
31.4
|
Bcf
|
$4.60 Mcf
|
Basin Specific Swaps - San Juan
|
|
9.7
|
Bcf
|
$3.81 Mcf
|
Basin Specific Swaps - Permian
|
2015
|
6.0
|
Bcf
|
$4.07 Mcf
|
Basin Specific Swaps - San Juan
|
Oil
|
||||
2014
|
9,796
|
MBbl
|
$92.64 Bbl
|
NYMEX Swaps
|
2015
|
5,760
|
MBbl
|
$88.85 Bbl
|
NYMEX Swaps
|
|
December 31, 2013
|
||||||||
(in thousands)
|
Level 2*
|
Level 3*
|
Total
|
||||||
Current assets
|
$
|
(1,658
|
)
|
$
|
19,121
|
|
$
|
17,463
|
|
Noncurrent assets
|
4,383
|
|
1,056
|
|
5,439
|
|
|||
Current liabilities
|
(28,414
|
)
|
(1,888
|
)
|
(30,302
|
)
|
|||
Net derivative asset (liability)
|
$
|
(25,689
|
)
|
$
|
18,289
|
|
$
|
(7,400
|
)
|
|
December 31, 2012
|
||||||||
(in thousands)
|
Level 2*
|
Level 3*
|
Total
|
||||||
Current assets
|
$
|
(3,629
|
)
|
$
|
68,421
|
|
$
|
64,792
|
|
Noncurrent assets
|
18,899
|
|
21,678
|
|
40,577
|
|
|||
Current liabilities
|
(2,593
|
)
|
—
|
|
(2,593
|
)
|
|||
Noncurrent liabilities
|
(8,520
|
)
|
(1,080
|
)
|
(9,600
|
)
|
|||
Net derivative asset
|
$
|
4,157
|
|
$
|
89,019
|
|
$
|
93,176
|
|
|
Percentage Change in Oil & Gas Reserves
|
|||||
|
From Reported Reserves as of December 31, 2013
|
|||||
(dollars in thousands)
|
-5%
|
-10%
|
||||
Estimated increase in DD&A expense for the
year ended December 31, 2014, net of tax
|
$
|
15,197
|
|
$
|
31,912
|
|
(in thousands)
|
Pension
Expense
|
Postretirement
Expense
|
||||
Discount rate change
|
$
|
1,750
|
|
$
|
10
|
|
Return on assets
|
$
|
530
|
|
$
|
180
|
|
Compensation increase
|
$
|
975
|
|
$
|
—
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Page
|
1.
|
Financial Statements
|
|
|
|
|
|
Energen Corporation
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2013, 2012
and 2011
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012
and 2011
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
|
|
|
|
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012
and 2011
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
Notes to Financial Statements
|
|
|
|
|
|
Alabama Gas Corporation
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Statements of Income for the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
Balance Sheets as of December 31, 2013 and 2012
|
|
|
|
|
|
Statements of Shareholder’s Equity for the years ended December 31, 2013, 2012
and 2011
|
|
|
|
|
|
Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
|
|
|
|
|
|
Notes to Financial Statements
|
|
|
|
|
2.
|
Financial Statement Schedules
|
|
|
|
|
|
Energen Corporation
|
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
|
|
|
|
Alabama Gas Corporation
|
|
|
Schedule II - Valuation and Qualifying Accounts
|
Years ended December 31, (in thousands, except share data)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Operating Revenues
|
|
|
|
||||||
Oil and gas operations
|
$
|
1,205,312
|
|
$
|
1,089,230
|
|
$
|
838,160
|
|
Natural gas distribution
|
533,338
|
|
451,589
|
|
534,953
|
|
|||
Total operating revenues
|
1,738,650
|
|
1,540,819
|
|
1,373,113
|
|
|||
Operating Expenses
|
|
|
|
||||||
Cost of gas
|
215,455
|
|
142,228
|
|
233,523
|
|
|||
Operations and maintenance
|
562,350
|
|
458,084
|
|
398,084
|
|
|||
Depreciation, depletion and amortization
|
497,381
|
|
385,453
|
|
253,757
|
|
|||
Taxes, other than income taxes
|
105,268
|
|
86,801
|
|
88,351
|
|
|||
Accretion expense
|
6,995
|
|
6,339
|
|
5,699
|
|
|||
Total operating expenses
|
1,387,449
|
|
1,078,905
|
|
979,414
|
|
|||
Operating Income
|
351,201
|
|
461,914
|
|
393,699
|
|
|||
Other Income (Expense)
|
|
|
|
||||||
Interest expense
|
(69,200
|
)
|
(65,542
|
)
|
(44,822
|
)
|
|||
Other income
|
16,803
|
|
4,285
|
|
2,206
|
|
|||
Other expense
|
(375
|
)
|
(903
|
)
|
(456
|
)
|
|||
Total other expense
|
(52,772
|
)
|
(62,160
|
)
|
(43,072
|
)
|
|||
Income From Continuing Operations Before Income Taxes
|
298,429
|
|
399,754
|
|
350,627
|
|
|||
Income tax expense
|
105,282
|
|
144,534
|
|
126,322
|
|
|||
Income From Continuing Operations
|
193,147
|
|
255,220
|
|
224,305
|
|
|||
Discontinued Operations, net of taxes
|
|
|
|
||||||
Income (loss) from discontinued operations
|
7,813
|
|
(1,658
|
)
|
35,319
|
|
|||
Gain on disposal of discontinued operations, net
|
3,594
|
|
—
|
|
—
|
|
|||
Income (Loss) From Discontinued Operations
|
11,407
|
|
(1,658
|
)
|
35,319
|
|
|||
Net Income
|
$
|
204,554
|
|
$
|
253,562
|
|
$
|
259,624
|
|
|
|
|
|
||||||
Diluted Earnings Per Average Common Share
|
|
|
|
||||||
Continuing operations
|
$
|
2.67
|
|
$
|
3.53
|
|
$
|
3.10
|
|
Discontinued operations
|
0.15
|
|
(0.02
|
)
|
0.49
|
|
|||
Net Income
|
$
|
2.82
|
|
$
|
3.51
|
|
$
|
3.59
|
|
Basic Earnings Per Average Common Share
|
|
|
|
||||||
Continuing operations
|
$
|
2.67
|
|
$
|
3.54
|
|
$
|
3.11
|
|
Discontinued operations
|
0.16
|
|
(0.02
|
)
|
0.49
|
|
|||
Net Income
|
$
|
2.83
|
|
$
|
3.52
|
|
$
|
3.60
|
|
|
|
|
|
||||||
Diluted Average Common Shares Outstanding
|
72,470,622
|
|
72,316,214
|
|
72,332,369
|
|
|||
Basic Average Common Shares Outstanding
|
72,317,865
|
|
72,119,021
|
|
72,055,661
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Net Income
|
$
|
204,554
|
|
$
|
253,562
|
|
$
|
259,624
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
||||||
Current period change in fair value of commodity derivative instruments, net of tax of ($6,660), $40,720 and $41,399, respectively
|
(10,866
|
)
|
66,438
|
|
67,547
|
|
|||
Reclassification adjustment for commodity derivative instruments, net of tax of ($13,560), ($17,994) and ($8,953), respectively
|
(22,124
|
)
|
(29,359
|
)
|
(14,607
|
)
|
|||
Current period change in fair value of interest rate swap, net of tax of ($80), ($1,228) and ($507), respectively
|
(148
|
)
|
(2,281
|
)
|
(941
|
)
|
|||
Reclassification adjustment for interest rate swap, net of tax of $603 and $574, respectively
|
1,120
|
|
1,066
|
|
—
|
|
|||
Total cash flow hedges
|
(32,018
|
)
|
35,864
|
|
51,999
|
|
|||
Pension and postretirement plans:
|
|
|
|
||||||
Amortization of net obligation at transition, net of taxes of $112, $100 and $96, respectively
|
207
|
|
186
|
|
177
|
|
|||
Amortization of prior service cost, net of taxes of $90, $119 and $104, respectively
|
167
|
|
221
|
|
194
|
|
|||
Amortization of net loss, net of taxes of $4,472, $1,676 and $1,270, respectively
|
8,306
|
|
3,113
|
|
2,359
|
|
|||
Current period change in fair value of pension and postretirement plans, net of taxes of $6,237, ($9,393), and ($5,699), respectively
|
11,582
|
|
(17,443
|
)
|
(10,584
|
)
|
|||
Total pension and postretirement plans
|
20,262
|
|
(13,923
|
)
|
(7,854
|
)
|
|||
Comprehensive Income
|
$
|
192,798
|
|
$
|
275,503
|
|
$
|
303,769
|
|
(in thousands)
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,555
|
|
|
$
|
9,704
|
|
Accounts receivable, net of allowance for doubtful accounts of $5,694 and $6,549 at December 31, 2013 and 2012, respectively
|
257,545
|
|
|
277,900
|
|
||
Inventories
|
|
|
|
||||
Storage gas inventory
|
32,095
|
|
|
32,205
|
|
||
Materials and supplies
|
16,601
|
|
|
28,291
|
|
||
Liquified natural gas in storage
|
3,634
|
|
|
3,498
|
|
||
Regulatory assets
|
2,756
|
|
|
45,515
|
|
||
Income tax receivable
|
5,765
|
|
|
6,664
|
|
||
Assets held for sale
|
51,104
|
|
|
—
|
|
||
Deferred income taxes
|
41,299
|
|
|
8,520
|
|
||
Prepayments and other
|
10,877
|
|
|
12,823
|
|
||
Total current assets
|
427,231
|
|
|
425,120
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Oil and gas properties, successful efforts method
|
6,864,375
|
|
|
6,439,127
|
|
||
Less accumulated depreciation, depletion and amortization
|
1,776,802
|
|
|
1,765,241
|
|
||
Oil and gas properties, net
|
5,087,573
|
|
|
4,673,886
|
|
||
Utility plant
|
1,491,433
|
|
|
1,416,590
|
|
||
Less accumulated depreciation
|
605,924
|
|
|
573,947
|
|
||
Utility plant, net
|
885,509
|
|
|
842,643
|
|
||
Other property, net
|
30,556
|
|
|
25,107
|
|
||
Total property, plant and equipment, net
|
6,003,638
|
|
|
5,541,636
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
84,890
|
|
|
110,566
|
|
||
Other postretirement assets
|
35,351
|
|
|
1,404
|
|
||
Long-term derivative instruments
|
5,439
|
|
|
40,577
|
|
||
Deferred charges and other
|
65,663
|
|
|
56,587
|
|
||
Total other assets
|
191,343
|
|
|
209,134
|
|
||
TOTAL ASSETS
|
$
|
6,622,212
|
|
|
$
|
6,175,890
|
|
(in thousands, except share data)
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Long-term debt due within one year
|
$
|
60,000
|
|
|
$
|
50,000
|
|
Notes payable to banks
|
539,000
|
|
|
643,000
|
|
||
Accounts payable
|
250,756
|
|
|
257,579
|
|
||
Accrued taxes
|
36,228
|
|
|
30,076
|
|
||
Customer deposits
|
21,692
|
|
|
24,705
|
|
||
Amounts due customers
|
16,990
|
|
|
19,718
|
|
||
Accrued wages and benefits
|
33,884
|
|
|
24,984
|
|
||
Regulatory liabilities
|
49,006
|
|
|
45,116
|
|
||
Royalty payable
|
51,519
|
|
|
34,426
|
|
||
Liabilities related to assets held for sale
|
18,545
|
|
|
—
|
|
||
Other
|
32,273
|
|
|
30,178
|
|
||
Total current liabilities
|
1,109,893
|
|
|
1,159,782
|
|
||
Long-term debt
|
1,343,464
|
|
|
1,103,528
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
||||
Asset retirement obligation
|
108,533
|
|
|
118,023
|
|
||
Pension liabilities
|
67,675
|
|
|
110,282
|
|
||
Regulatory liabilities
|
94,125
|
|
|
80,404
|
|
||
Deferred income taxes
|
1,013,245
|
|
|
905,601
|
|
||
Long-term derivative instruments
|
398
|
|
|
11,305
|
|
||
Other
|
26,860
|
|
|
10,275
|
|
||
Total deferred credits and other liabilities
|
1,310,836
|
|
|
1,235,890
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
Shareholders’ Equity
Preferred stock, cumulative, $0.01 par value, 5,000,000
shares authorized
|
—
|
|
|
—
|
|
||
Common shareholders’ equity
|
|
|
|
||||
Common stock, $0.01 par value; 150,000,000 shares authorized, 75,574,156 shares issued at December 31, 2013 and 75,067,760 shares issued at December 31, 2012
|
756
|
|
|
751
|
|
||
Premium on capital stock
|
520,909
|
|
|
492,108
|
|
||
Capital surplus
|
2,802
|
|
|
2,802
|
|
||
Retained earnings
|
2,476,616
|
|
|
2,314,055
|
|
||
Accumulated other comprehensive income (loss), net of tax
|
|
|
|
||||
Unrealized gain on hedges, net
|
13,362
|
|
|
46,352
|
|
||
Pension and postretirement plans
|
(32,245
|
)
|
|
(52,507
|
)
|
||
Interest rate swap
|
(1,184
|
)
|
|
(2,156
|
)
|
||
Deferred compensation plan
|
3,259
|
|
|
2,774
|
|
||
Treasury stock, at cost: 2,967,999 shares and 2,998,620 shares at December 31, 2013 and 2012, respectively
|
(126,256
|
)
|
|
(127,489
|
)
|
||
Total shareholders’ equity
|
2,858,019
|
|
|
2,676,690
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
6,622,212
|
|
|
$
|
6,175,890
|
|
|
Common Stock
|
Premium on Capital Stock
|
Capital Surplus
|
Retained Earnings
|
Accumulated
Other
Comprehensive Income (Loss)
|
Deferred
Compensation Plan
|
Treasury
Stock
|
Total
Shareholders’ Equity
|
||||||||||||||||||
(in thousands, except share data)
|
Number of Shares
|
Par
Value
|
||||||||||||||||||||||||
BALANCE DECEMBER 31, 2010
|
74,786,376
|
|
$
|
748
|
|
$
|
468,934
|
|
$
|
2,802
|
|
$
|
1,880,183
|
|
$
|
(74,397
|
)
|
$
|
3,288
|
|
$
|
(127,515
|
)
|
$
|
2,154,043
|
|
Net income
|
|
|
|
|
259,624
|
|
|
|
|
259,624
|
|
|||||||||||||||
Other comprehensive income
|
|
|
|
|
|
44,145
|
|
|
|
44,145
|
|
|||||||||||||||
Purchase of treasury shares, net
|
|
|
|
|
|
|
|
(713
|
)
|
(713
|
)
|
|||||||||||||||
Shares issued for employee benefit plans
|
221,036
|
|
2
|
|
7,235
|
|
|
|
|
|
|
7,237
|
|
|||||||||||||
Deferred compensation obligation
|
|
|
|
|
|
|
223
|
|
(223
|
)
|
—
|
|
||||||||||||||
Stock-based compensation
|
|
|
5,763
|
|
|
|
|
|
|
5,763
|
|
|||||||||||||||
Tax benefit from employee stock plans
|
|
|
986
|
|
|
|
|
|
|
986
|
|
|||||||||||||||
Cash dividends - $0.54 per share
|
|
|
|
|
(38,922
|
)
|
|
|
|
(38,922
|
)
|
|||||||||||||||
BALANCE DECEMBER 31, 2011
|
75,007,412
|
|
750
|
|
482,918
|
|
2,802
|
|
2,100,885
|
|
(30,252
|
)
|
3,511
|
|
(128,451
|
)
|
2,432,163
|
|
||||||||
Net income
|
|
|
|
|
253,562
|
|
|
|
|
253,562
|
|
|||||||||||||||
Other comprehensive income
|
|
|
|
|
|
21,941
|
|
|
|
21,941
|
|
|||||||||||||||
Purchase of treasury shares, net
|
|
|
|
|
|
|
|
(277
|
)
|
(277
|
)
|
|||||||||||||||
Shares issued for employee benefit plans
|
60,348
|
|
1
|
|
2,060
|
|
|
|
|
|
|
2,061
|
|
|||||||||||||
Deferred compensation obligation
|
|
|
|
|
|
|
(737
|
)
|
737
|
|
—
|
|
||||||||||||||
Stock-based compensation
|
|
|
6,580
|
|
|
|
|
|
502
|
|
7,082
|
|
||||||||||||||
Tax benefit from employee stock plans
|
|
|
550
|
|
|
|
|
|
|
550
|
|
|||||||||||||||
Cash dividends - $0.56 per share
|
|
|
|
|
(40,392
|
)
|
|
|
|
(40,392
|
)
|
|||||||||||||||
BALANCE DECEMBER 31, 2012
|
75,067,760
|
|
751
|
|
492,108
|
|
2,802
|
|
2,314,055
|
|
(8,311
|
)
|
2,774
|
|
(127,489
|
)
|
2,676,690
|
|
||||||||
Net income
|
|
|
|
|
204,554
|
|
|
|
|
204,554
|
|
|||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
(11,756
|
)
|
|
|
(11,756
|
)
|
|||||||||||||||
Purchase of treasury shares, net
|
|
|
|
|
|
|
|
(1,038
|
)
|
(1,038
|
)
|
|||||||||||||||
Shares issued for employee benefit plans
|
506,396
|
|
5
|
|
18,790
|
|
|
|
|
|
|
18,795
|
|
|||||||||||||
Deferred compensation obligation
|
|
|
|
|
|
|
485
|
|
(485
|
)
|
—
|
|
||||||||||||||
Stock-based compensation
|
|
|
6,869
|
|
|
|
|
|
2,756
|
|
9,625
|
|
||||||||||||||
Tax benefit from employee stock plans
|
|
|
3,142
|
|
|
|
|
|
|
3,142
|
|
|||||||||||||||
Cash dividends - $0.58 per share
|
|
|
|
|
(41,993
|
)
|
|
|
|
(41,993
|
)
|
|||||||||||||||
BALANCE DECEMBER 31, 2013
|
75,574,156
|
|
$
|
756
|
|
$
|
520,909
|
|
$
|
2,802
|
|
$
|
2,476,616
|
|
$
|
(20,067
|
)
|
$
|
3,259
|
|
$
|
(126,256
|
)
|
$
|
2,858,019
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Operating Activities
|
|
|
|
||||||
Net income
|
$
|
204,554
|
|
$
|
253,562
|
|
$
|
259,624
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|||
Depreciation, depletion and amortization
|
527,845
|
|
419,598
|
|
283,997
|
|
|||
Asset impairment
|
29,794
|
|
21,545
|
|
—
|
|
|||
Accretion expense
|
8,192
|
|
7,534
|
|
6,837
|
|
|||
Deferred income taxes
|
83,650
|
|
124,399
|
|
129,041
|
|
|||
Bad debt expense
|
781
|
|
153
|
|
2,525
|
|
|||
Change in derivative fair value
|
48,029
|
|
(41,819
|
)
|
36,210
|
|
|||
Gain on sale of assets
|
(46,377
|
)
|
(529
|
)
|
(5,994
|
)
|
|||
Stock-based compensation expense
|
14,892
|
|
6,047
|
|
9,011
|
|
|||
Exploratory expense
|
16,008
|
|
16,757
|
|
10,916
|
|
|||
Other, net
|
23,810
|
|
8,597
|
|
7,537
|
|
|||
Net change in:
|
|
|
|
||||||
Accounts receivable
|
4,216
|
|
(11,923
|
)
|
(16,359
|
)
|
|||
Inventories
|
11,596
|
|
10,018
|
|
(14,710
|
)
|
|||
Accounts payable
|
(58,859
|
)
|
(16,392
|
)
|
12,978
|
|
|||
Amounts due customers, including gas supply pass-through
|
40,542
|
|
(57,747
|
)
|
(2,597
|
)
|
|||
Income tax receivable
|
899
|
|
679
|
|
37,146
|
|
|||
Pension and other postretirement benefit contributions
|
(11,747
|
)
|
(5,996
|
)
|
(5,986
|
)
|
|||
Other current assets and liabilities
|
29,552
|
|
1,254
|
|
11,655
|
|
|||
Net cash provided by operating activities
|
927,377
|
|
735,737
|
|
761,831
|
|
|||
Investing Activities
|
|
|
|
||||||
Additions to property, plant and equipment
|
(1,195,402
|
)
|
(1,184,300
|
)
|
(889,614
|
)
|
|||
Acquisitions, net of cash acquired
|
(31,331
|
)
|
(139,563
|
)
|
(310,193
|
)
|
|||
Proceeds from sale of assets
|
174,824
|
|
2,562
|
|
7,987
|
|
|||
Purchase of short-term investments
|
(310,000
|
)
|
—
|
|
—
|
|
|||
Sale of short-term investments
|
310,000
|
|
—
|
|
—
|
|
|||
Other, net
|
(1,701
|
)
|
(881
|
)
|
(1,679
|
)
|
|||
Net cash used in investing activities
|
(1,053,610
|
)
|
(1,322,182
|
)
|
(1,193,499
|
)
|
|||
Financing Activities
|
|
|
|
||||||
Payment of dividends on common stock
|
(41,993
|
)
|
(40,392
|
)
|
(38,922
|
)
|
|||
Issuance of common stock
|
17,780
|
|
1,224
|
|
6,415
|
|
|||
Issuance of long-term debt
|
600,000
|
|
—
|
|
749,952
|
|
|||
Reduction of long-term debt
|
(350,105
|
)
|
(1,218
|
)
|
(5,547
|
)
|
|||
Net change in short-term debt
|
(104,000
|
)
|
628,000
|
|
(290,000
|
)
|
|||
Tax benefit on stock compensation
|
3,142
|
|
550
|
|
986
|
|
|||
Other
|
(2,740
|
)
|
(1,556
|
)
|
(4,334
|
)
|
|||
Net cash provided by financing activities
|
122,084
|
|
586,608
|
|
418,550
|
|
|||
Net change in cash and cash equivalents
|
(4,149
|
)
|
163
|
|
(13,118
|
)
|
|||
Cash and cash equivalents at beginning of period
|
9,704
|
|
9,541
|
|
22,659
|
|
|||
Cash and cash equivalents at end of period
|
$
|
5,555
|
|
$
|
9,704
|
|
$
|
9,541
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Operating Revenues
|
$
|
533,338
|
|
$
|
451,589
|
|
$
|
534,953
|
|
Operating Expenses
|
|
|
|
||||||
Cost of gas
|
215,455
|
|
142,228
|
|
233,523
|
|
|||
Operations and maintenance
|
143,138
|
|
141,334
|
|
139,030
|
|
|||
Depreciation and amortization
|
43,907
|
|
42,270
|
|
39,916
|
|
|||
Income taxes
|
|
|
|
||||||
Current
|
19,687
|
|
18,966
|
|
(1,388
|
)
|
|||
Deferred
|
15,000
|
|
11,278
|
|
28,058
|
|
|||
Taxes, other than income taxes
|
37,070
|
|
32,541
|
|
36,268
|
|
|||
Total operating expenses
|
474,257
|
|
388,617
|
|
475,407
|
|
|||
Operating Income
|
59,081
|
|
62,972
|
|
59,546
|
|
|||
Other Income (Expense)
|
|
|
|
||||||
Allowance for funds used during construction
|
698
|
|
623
|
|
807
|
|
|||
Other income
|
14,393
|
|
2,382
|
|
1,309
|
|
|||
Other expense
|
(1,124
|
)
|
(291
|
)
|
(320
|
)
|
|||
Total other income
|
13,967
|
|
2,714
|
|
1,796
|
|
|||
Interest Expense
|
|
|
|
||||||
Interest on long-term debt
|
13,509
|
|
13,744
|
|
12,100
|
|
|||
Other interest expense
|
2,140
|
|
2,540
|
|
2,640
|
|
|||
Total interest expense
|
15,649
|
|
16,284
|
|
14,740
|
|
|||
Net Income
|
$
|
57,399
|
|
$
|
49,402
|
|
$
|
46,602
|
|
(in thousands)
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
Utility plant
|
$
|
1,491,433
|
|
|
$
|
1,416,590
|
|
Less accumulated depreciation
|
605,924
|
|
|
573,947
|
|
||
Utility plant, net
|
885,509
|
|
|
842,643
|
|
||
Other property, net
|
41
|
|
|
42
|
|
||
Current Assets
|
|
|
|
||||
Cash
|
3,032
|
|
|
5,559
|
|
||
Accounts receivable
|
|
|
|
||||
Gas
|
103,301
|
|
|
94,011
|
|
||
Other
|
5,447
|
|
|
5,117
|
|
||
Affiliated companies
|
4,662
|
|
|
5,742
|
|
||
Allowance for doubtful accounts
|
(5,000
|
)
|
|
(5,700
|
)
|
||
Inventories
|
|
|
|
||||
Storage gas inventory
|
32,095
|
|
|
32,205
|
|
||
Materials and supplies
|
5,471
|
|
|
5,528
|
|
||
Liquified natural gas in storage
|
3,634
|
|
|
3,498
|
|
||
Regulatory assets
|
2,756
|
|
|
45,515
|
|
||
Income tax receivable
|
3,644
|
|
|
2,762
|
|
||
Deferred income taxes
|
20,049
|
|
|
18,799
|
|
||
Prepayments and other
|
4,654
|
|
|
4,451
|
|
||
Total current assets
|
183,745
|
|
|
217,487
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
84,890
|
|
|
110,566
|
|
||
Other postretirement assets
|
26,457
|
|
|
848
|
|
||
Deferred charges and other
|
17,433
|
|
|
11,290
|
|
||
Total other assets
|
128,780
|
|
|
122,704
|
|
||
TOTAL ASSETS
|
$
|
1,198,075
|
|
|
$
|
1,182,876
|
|
(in thousands, except share data)
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
LIABILITIES AND CAPITALIZATION
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Preferred stock, cumulative, $0.01 par value, 120,000
shares authorized
|
$
|
—
|
|
|
$
|
—
|
|
Common shareholder’s equity
|
|
|
|
||||
Common stock, $0.01 par value; 3,000,000 shares authorized, 1,972,052 shares issued at December 31, 2013 and 2012, respectively
|
20
|
|
|
20
|
|
||
Premium on capital stock
|
31,682
|
|
|
31,682
|
|
||
Capital surplus
|
2,802
|
|
|
2,802
|
|
||
Retained earnings
|
350,076
|
|
|
325,999
|
|
||
Total common shareholder’s equity
|
384,580
|
|
|
360,503
|
|
||
Long-term debt
|
249,923
|
|
|
250,028
|
|
||
Total capitalization
|
634,503
|
|
|
610,531
|
|
||
Current Liabilities
|
|
|
|
||||
Notes payable to banks
|
50,000
|
|
|
77,000
|
|
||
Accounts payable
|
48,653
|
|
|
51,741
|
|
||
Accrued taxes
|
28,027
|
|
|
24,186
|
|
||
Customer deposits
|
21,692
|
|
|
24,705
|
|
||
Amounts due customers
|
16,990
|
|
|
19,718
|
|
||
Accrued wages and benefits
|
7,682
|
|
|
6,703
|
|
||
Regulatory liabilities
|
49,006
|
|
|
45,116
|
|
||
Other
|
10,113
|
|
|
9,018
|
|
||
Total current liabilities
|
232,163
|
|
|
258,187
|
|
||
Deferred Credits and Other Liabilities
|
|
|
|
||||
Deferred income taxes
|
205,631
|
|
|
189,381
|
|
||
Pension liabilities
|
20,191
|
|
|
43,611
|
|
||
Regulatory liabilities
|
94,125
|
|
|
80,404
|
|
||
Other
|
11,462
|
|
|
762
|
|
||
Total deferred credits and other liabilities
|
331,409
|
|
|
314,158
|
|
||
Commitments and Contingencies
|
|
|
|
||||
TOTAL LIABILITIES AND CAPITALIZATION
|
$
|
1,198,075
|
|
|
$
|
1,182,876
|
|
(in thousands, except share data)
|
|||||||||||||||||
|
Common Stock
|
Premium on
Capital Stock
|
Capital
Surplus
|
Retained
Earnings
|
Total
Shareholder’s Equity
|
||||||||||||
|
Number of
Shares
|
Par
Value
|
|||||||||||||||
Balance December 31, 2010
|
1,972,052
|
|
$
|
20
|
|
$
|
31,682
|
|
$
|
2,802
|
|
$
|
292,815
|
|
$
|
327,319
|
|
Net income
|
|
|
|
|
46,602
|
|
46,602
|
|
|||||||||
Cash dividends
|
|
|
|
|
(29,183
|
)
|
(29,183
|
)
|
|||||||||
Balance December 31, 2011
|
1,972,052
|
|
20
|
|
31,682
|
|
2,802
|
|
310,234
|
|
344,738
|
|
|||||
Net income
|
|
|
|
|
49,402
|
|
49,402
|
|
|||||||||
Cash dividends
|
|
|
|
|
(33,637
|
)
|
(33,637
|
)
|
|||||||||
Balance December 31, 2012
|
1,972,052
|
|
20
|
|
31,682
|
|
2,802
|
|
325,999
|
|
360,503
|
|
|||||
Net income
|
|
|
|
|
57,399
|
|
57,399
|
|
|||||||||
Cash dividends
|
|
|
|
|
(33,322
|
)
|
(33,322
|
)
|
|||||||||
Balance December 31, 2013
|
1,972,052
|
|
$
|
20
|
|
$
|
31,682
|
|
$
|
2,802
|
|
$
|
350,076
|
|
$
|
384,580
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Operating Activities
|
|
|
|
||||||
Net income
|
$
|
57,399
|
|
$
|
49,402
|
|
$
|
46,602
|
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
43,907
|
|
42,270
|
|
39,916
|
|
|||
Deferred income taxes
|
15,000
|
|
11,278
|
|
28,058
|
|
|||
Bad debt expense
|
774
|
|
146
|
|
2,457
|
|
|||
Gain on sale of assets
|
(10,889
|
)
|
—
|
|
—
|
|
|||
Other, net
|
14,068
|
|
10,667
|
|
1,560
|
|
|||
Net change in:
|
|
|
|
||||||
Accounts receivable
|
(23,955
|
)
|
(13,528
|
)
|
4,862
|
|
|||
Inventories
|
31
|
|
10,544
|
|
(7,371
|
)
|
|||
Accounts payable
|
(2,464
|
)
|
(5,906
|
)
|
(1,499
|
)
|
|||
Amounts due customers, including gas supply pass-through
|
40,542
|
|
(57,747
|
)
|
(2,597
|
)
|
|||
Income tax receivable
|
(882
|
)
|
7,000
|
|
553
|
|
|||
Pension and other postretirement benefit contributions
|
(6,070
|
)
|
(2,725
|
)
|
(2,811
|
)
|
|||
Other current assets and liabilities
|
2,700
|
|
(8,654
|
)
|
(2,802
|
)
|
|||
Net cash provided by operating activities
|
130,161
|
|
42,747
|
|
106,928
|
|
|||
Investing Activities
|
|
|
|
||||||
Additions to property, plant and equipment
|
(86,037
|
)
|
(69,860
|
)
|
(73,447
|
)
|
|||
Proceeds from sale of assets
|
13,838
|
|
—
|
|
—
|
|
|||
Other, net
|
(62
|
)
|
(3,252
|
)
|
(2,743
|
)
|
|||
Net cash used in investing activities
|
(72,261
|
)
|
(73,112
|
)
|
(76,190
|
)
|
|||
Financing Activities
|
|
|
|
||||||
Payment of dividends on common stock
|
(33,322
|
)
|
(33,637
|
)
|
(29,183
|
)
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
—
|
|
50,000
|
|
|||
Reduction of long-term debt
|
(105
|
)
|
(218
|
)
|
(5,547
|
)
|
|||
Net change in short-term debt
|
(27,000
|
)
|
62,000
|
|
(55,000
|
)
|
|||
Other
|
—
|
|
(38
|
)
|
(101
|
)
|
|||
Net cash provided by (used in) financing activities
|
(60,427
|
)
|
28,107
|
|
(39,831
|
)
|
|||
Net change in cash and cash equivalents
|
(2,527
|
)
|
(2,258
|
)
|
(9,093
|
)
|
|||
Cash and cash equivalents at beginning of period
|
5,559
|
|
7,817
|
|
16,910
|
|
|||
Cash and cash equivalents at end of period
|
$
|
3,032
|
|
$
|
5,559
|
|
$
|
7,817
|
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Capitalized exploratory well costs at beginning of period
|
$
|
79,791
|
|
$
|
70,437
|
|
$
|
21,438
|
|
Additions pending determination of proved reserves
|
421,599
|
|
406,226
|
|
178,005
|
|
|||
Reclassifications due to determination of proved reserves
|
(442,909
|
)
|
(396,872
|
)
|
(129,006
|
)
|
|||
Exploratory well costs charged to expense
|
(881
|
)
|
—
|
|
—
|
|
|||
Capitalized exploratory well costs at end of period
|
$
|
57,600
|
|
$
|
79,791
|
|
$
|
70,437
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Exploratory wells in progress
|
$
|
14,794
|
|
$
|
77,693
|
|
$
|
70,437
|
|
Capitalized exploratory well costs for a period of one year or less
|
42,481
|
|
—
|
|
—
|
|
|||
Capitalized exploratory well costs for a period greater than one year
|
1,206
|
|
2,098
|
|
—
|
|
|||
Total capitalized exploratory well costs
|
$
|
58,481
|
|
$
|
79,791
|
|
$
|
70,437
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Mark-to-market gain (loss) on derivatives
|
$
|
(47,832
|
)
|
$
|
58,750
|
|
$
|
(37,587
|
)
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Taxes on revenues
|
$
|
25,870
|
|
$
|
21,479
|
|
$
|
25,268
|
|
Level 1 -
|
Unadjusted quoted prices in active markets for identical assets or liabilities;
|
Level 2 -
|
Pricing inputs other than quoted prices in active markets included within Level 1, which are either directly or indirectly observable through correlation with market data as of the reporting date;
|
Level 3 -
|
Pricing that requires inputs that are both significant and unobservable to the calculation of the fair value measure. The fair value measure represents estimates of the assumption that market value participants would use in pricing the asset or liability. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
|
|
|
(in thousands)
|
December 31, 2013
|
December 31, 2012
|
||||
|
|
|
||||
Energen Corporation:
|
|
|
||||
Medium-term Notes, Series A and B, interest ranging from 7.125% to 7.6%, for notes due July 24, 2017 to February 15, 2028
|
$
|
154,000
|
|
$
|
154,000
|
|
5% Notes
|
—
|
|
50,000
|
|
||
4.625% Notes, due September 1, 2021
|
400,000
|
|
400,000
|
|
||
Senior Term Loans, (floating rate interest LIBOR plus 1.625%; 1.792% at December 31, 2013), due March 31, 2014 to December 17, 2017
|
600,000
|
|
—
|
|
||
Senior Term Loans, (floating rate interest LIBOR plus 1.375%)
|
—
|
|
300,000
|
|
||
Alabama Gas Corporation:
|
|
|
||||
5.20% Notes, due January 15, 2020
|
40,000
|
|
40,000
|
|
||
5.70% Notes, due January 15, 2035
|
34,923
|
|
35,028
|
|
||
5.368% Notes, due December 1, 2015
|
80,000
|
|
80,000
|
|
||
5.90% Notes, due January 15, 2037
|
45,000
|
|
45,000
|
|
||
3.86% Notes, due December 21, 2021
|
50,000
|
|
50,000
|
|
||
Total
|
1,403,923
|
|
1,154,028
|
|
||
Less amounts due within one year
|
60,000
|
|
50,000
|
|
||
Less unamortized debt discount
|
459
|
|
500
|
|
||
Total
|
$
|
1,343,464
|
|
$
|
1,103,528
|
|
Years ending December 31,
(in thousands)
|
||||
2014
|
2015
|
2016
|
2017
|
2018
|
$60,000
|
$140,000
|
$60,000
|
$439,000
|
—
|
Years ending December 31,
(in thousands)
|
||||
2014
|
2015
|
2016
|
2017
|
2018
|
—
|
$80,000
|
—
|
—
|
—
|
(in thousands)
|
December 31, 2013
|
December 31, 2012
|
||||
Energen outstanding
|
$
|
489,000
|
|
$
|
566,000
|
|
Alagasco outstanding
|
50,000
|
|
77,000
|
|
||
Notes payable to banks
|
539,000
|
|
643,000
|
|
||
Available for borrowings
|
811,000
|
|
707,000
|
|
||
Total
|
$
|
1,350,000
|
|
$
|
1,350,000
|
|
Energen maximum amount outstanding at any month-end
|
$
|
901,000
|
|
$
|
643,000
|
|
Energen average daily amount outstanding
|
$
|
804,895
|
|
$
|
331,068
|
|
Energen weighted average interest rates based on:
|
|
|
||||
Average daily amount outstanding
|
1.38
|
%
|
1.82
|
%
|
||
Amount outstanding at year-end
|
1.32
|
%
|
1.35
|
%
|
||
Alagasco maximum amount outstanding at any month-end
|
$
|
75,000
|
|
$
|
77,000
|
|
Alagasco average daily amount outstanding
|
$
|
35,027
|
|
$
|
21,254
|
|
Alagasco weighted average interest rates based on:
|
|
|
||||
Average daily amount outstanding
|
1.12
|
%
|
1.44
|
%
|
||
Amount outstanding at year-end
|
1.26
|
%
|
1.11
|
%
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Taxes estimated to be payable currently:
|
|
|
|
||||||
Federal
|
$
|
23,342
|
|
$
|
16,295
|
|
$
|
11,595
|
|
State
|
2,516
|
|
3,125
|
|
5,065
|
|
|||
Total current
|
25,858
|
|
19,420
|
|
16,660
|
|
|||
Taxes deferred:
|
|
|
|
||||||
Federal
|
85,950
|
|
119,053
|
|
125,622
|
|
|||
State
|
(2,300
|
)
|
5,346
|
|
3,419
|
|
|||
Total deferred
|
83,650
|
|
124,399
|
|
129,041
|
|
|||
Total income tax expense
|
$
|
109,508
|
|
$
|
143,819
|
|
$
|
145,701
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Income tax expense from continuing operations
|
$
|
105,282
|
|
$
|
144,534
|
|
$
|
126,322
|
|
Income tax expense (benefit) from discontinued operations
|
2,215
|
|
(715
|
)
|
19,379
|
|
|||
Income tax expense from gain on disposal of discontinued operations
|
2,011
|
|
—
|
|
—
|
|
|||
Total income tax expense
|
$
|
109,508
|
|
$
|
143,819
|
|
$
|
145,701
|
|
(in thousands)
|
December 31, 2013
|
December 31, 2012
|
||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||
Deferred tax assets:
|
|
|
|
|
||||||||
Unbilled and deferred revenue
|
$
|
12,547
|
|
$
|
—
|
|
$
|
10,137
|
|
$
|
—
|
|
Allowance for doubtful accounts
|
2,066
|
|
—
|
|
2,408
|
|
—
|
|
||||
Insurance and other accruals
|
4,851
|
|
—
|
|
3,821
|
|
—
|
|
||||
Compensation accruals
|
15,405
|
|
—
|
|
13,116
|
|
—
|
|
||||
Inventories
|
1,260
|
|
—
|
|
1,664
|
|
—
|
|
||||
Other comprehensive income
|
—
|
|
15,350
|
|
—
|
|
19,158
|
|
||||
Gas supply adjustment related accruals
|
698
|
|
—
|
|
969
|
|
—
|
|
||||
Derivative instruments
|
10,769
|
|
—
|
|
—
|
|
—
|
|
||||
State net operating losses and other carryforwards
|
—
|
|
4,577
|
|
—
|
|
3,577
|
|
||||
Other
|
1,219
|
|
1
|
|
1,340
|
|
25
|
|
||||
Total deferred tax assets
|
48,815
|
|
19,928
|
|
33,455
|
|
22,760
|
|
||||
Valuation allowance
|
(299
|
)
|
(2,674
|
)
|
(268
|
)
|
(2,793
|
)
|
||||
Total deferred tax assets
|
48,516
|
|
17,254
|
|
33,187
|
|
19,967
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||||||
Depreciation and basis differences
|
—
|
|
1,008,026
|
|
—
|
|
898,625
|
|
||||
Pension and other costs
|
—
|
|
15,379
|
|
—
|
|
20,143
|
|
||||
Derivative instruments
|
—
|
|
2,048
|
|
4,272
|
|
3,162
|
|
||||
Other comprehensive income
|
5,540
|
|
—
|
|
18,133
|
|
—
|
|
||||
Other
|
1,677
|
|
5,046
|
|
2,262
|
|
3,638
|
|
||||
Total deferred tax liabilities
|
7,217
|
|
1,030,499
|
|
24,667
|
|
925,568
|
|
||||
Net deferred tax assets (liabilities)
|
$
|
41,299
|
|
$
|
(1,013,245
|
)
|
$
|
8,520
|
|
$
|
(905,601
|
)
|
(in thousands)
|
December 31, 2013
|
December 31, 2012
|
||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||
Deferred tax assets:
|
|
|
|
|
||||||||
Unbilled and deferred revenue
|
$
|
12,547
|
|
$
|
—
|
|
$
|
10,137
|
|
$
|
—
|
|
Allowance for doubtful accounts
|
1,815
|
|
—
|
|
2,155
|
|
—
|
|
||||
Insurance accruals
|
1,769
|
|
—
|
|
1,856
|
|
—
|
|
||||
Compensation accruals
|
2,480
|
|
—
|
|
2,645
|
|
—
|
|
||||
Inventories
|
1,260
|
|
—
|
|
1,664
|
|
—
|
|
||||
Gas supply adjustment related accruals
|
698
|
|
—
|
|
969
|
|
—
|
|
||||
Other
|
984
|
|
1
|
|
774
|
|
2
|
|
||||
Total deferred tax assets
|
21,553
|
|
1
|
|
20,200
|
|
2
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||||||
Depreciation and basis differences
|
—
|
|
186,601
|
|
—
|
|
167,329
|
|
||||
Pension and other costs
|
—
|
|
19,031
|
|
—
|
|
22,054
|
|
||||
Other
|
1,504
|
|
—
|
|
1,401
|
|
—
|
|
||||
Total deferred tax liabilities
|
1,504
|
|
205,632
|
|
1,401
|
|
189,383
|
|
||||
Net deferred tax assets (liabilities)
|
$
|
20,049
|
|
$
|
(205,631
|
)
|
$
|
18,799
|
|
$
|
(189,381
|
)
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Income tax expense at statutory federal income tax rate
|
$
|
104,450
|
|
$
|
139,914
|
|
$
|
122,719
|
|
Increase (decrease) resulting from:
|
|
|
|
||||||
State income taxes, net of federal income tax benefit
|
3,799
|
|
4,755
|
|
8,341
|
|
|||
Impact of state law changes
|
(1,966
|
)
|
—
|
|
(2,059
|
)
|
|||
Qualified Section 199 production activities deduction
|
—
|
|
(61
|
)
|
(495
|
)
|
|||
401(k) stock dividend deduction
|
(449
|
)
|
(514
|
)
|
(532
|
)
|
|||
Other, net
|
(552
|
)
|
440
|
|
(1,652
|
)
|
|||
Total income tax expense
|
$
|
105,282
|
|
$
|
144,534
|
|
$
|
126,322
|
|
Effective income tax rate (%)
|
35.28
|
|
36.16
|
|
36.03
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Income tax expense at statutory federal income tax rate
|
$
|
32,230
|
|
$
|
27,876
|
|
$
|
25,645
|
|
Increase (decrease) resulting from:
|
|
|
|
||||||
State income taxes, net of federal income tax benefit
|
2,588
|
|
2,238
|
|
2,059
|
|
|||
Reversal of tax reserves from audit settlements, net
|
—
|
|
—
|
|
(1,365
|
)
|
|||
Other, net
|
(131
|
)
|
130
|
|
331
|
|
|||
Total income tax expense
|
$
|
34,687
|
|
$
|
30,244
|
|
$
|
26,670
|
|
Effective income tax rate (%)
|
37.67
|
|
37.97
|
|
36.40
|
|
(in thousands)
|
|
||
Balance as of December 31, 2010
|
$
|
24,590
|
|
Additions based on tax positions related to the current year
|
3,644
|
|
|
Additions for tax positions of prior years
|
2,324
|
|
|
Reductions for tax positions of prior years
|
(39
|
)
|
|
Lapse of statute of limitations
|
(1,482
|
)
|
|
Settlements
|
(18,444
|
)
|
|
Balance as of December 31, 2011
|
10,593
|
|
|
Additions based on tax positions related to the current year
|
3,731
|
|
|
Additions for tax positions of prior years
|
269
|
|
|
Reductions for tax positions of prior years
|
(446
|
)
|
|
Lapse of statute of limitations
|
(1,592
|
)
|
|
Balance as of December 31, 2012
|
12,555
|
|
|
Additions based on tax positions related to the current year
|
4,546
|
|
|
Additions for tax positions of prior years
|
366
|
|
|
Reductions for tax positions of prior years
|
(46
|
)
|
|
Lapse of statute of limitations
|
(1,435
|
)
|
|
Balance as of December 31, 2013
|
$
|
15,986
|
|
(in thousands)
|
|
||
Balance as of December 31, 2010
|
$
|
18,941
|
|
Additions based on tax positions related to the current year
|
13
|
|
|
Additions for tax positions of prior years
|
1
|
|
|
Reductions for tax positions of prior years (lapse of statute of limitations)
|
(409
|
)
|
|
Settlements
|
(18,444
|
)
|
|
Balance as of December 31, 2011
|
102
|
|
|
Additions based on tax positions related to the current year
|
62
|
|
|
Additions for tax positions of prior years
|
201
|
|
|
Reductions for tax positions of prior years (lapse of statute of limitations)
|
(58
|
)
|
|
Balance as of December 31, 2012
|
307
|
|
|
Reductions for tax positions of prior years (lapse of statute of limitations)
|
(31
|
)
|
|
Balance as of December 31, 2013
|
$
|
276
|
|
|
As of December 31, (in thousands)
|
2013
|
|
2012
|
2013
|
|
2012
|
||||||||
|
Pension
|
Postretirement Benefits
|
||||||||||||
Accumulated benefit obligation
|
$
|
253,030
|
|
|
$
|
269,101
|
|
|
|
|
||||
Benefit obligation:
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
323,540
|
|
|
$
|
250,619
|
|
$
|
85,785
|
|
|
$
|
88,064
|
|
Service cost
|
14,173
|
|
|
10,527
|
|
1,694
|
|
|
1,853
|
|
||||
Interest cost
|
11,239
|
|
|
10,801
|
|
3,504
|
|
|
4,248
|
|
||||
Actuarial (gain) loss
|
(28,339
|
)
|
|
65,048
|
|
(21,681
|
)
|
|
(5,413
|
)
|
||||
Curtailment gain
|
(4,223
|
)
|
|
—
|
|
(1,255
|
)
|
|
—
|
|
||||
Retiree drug subsidy program
|
—
|
|
|
—
|
|
261
|
|
|
360
|
|
||||
Benefits paid
|
(23,036
|
)
|
|
(13,455
|
)
|
(4,726
|
)
|
|
(3,327
|
)
|
||||
Balance at end of period
|
$
|
293,354
|
|
|
$
|
323,540
|
|
$
|
63,582
|
|
|
$
|
85,785
|
|
Plan assets:
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
$
|
209,424
|
|
|
$
|
195,659
|
|
$
|
87,189
|
|
|
$
|
78,121
|
|
Actual return on plan assets
|
22,977
|
|
|
24,841
|
|
14,892
|
|
|
8,778
|
|
||||
Employer contributions
|
10,169
|
|
|
2,379
|
|
1,578
|
|
|
3,617
|
|
||||
Benefits paid
|
(23,036
|
)
|
|
(13,455
|
)
|
(4,726
|
)
|
|
(3,327
|
)
|
||||
Fair value of plan assets at end of period
|
$
|
219,534
|
|
|
$
|
209,424
|
|
$
|
98,933
|
|
|
$
|
87,189
|
|
|
|
|
|
|
|
|
||||||||
Funded status of plans
|
$
|
(73,820
|
)
|
|
$
|
(114,116
|
)
|
$
|
35,351
|
|
|
$
|
1,404
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
$
|
—
|
|
|
$
|
—
|
|
$
|
35,351
|
|
|
$
|
1,404
|
|
Current liabilities
|
(6,145
|
)
|
|
(3,834
|
)
|
—
|
|
|
—
|
|
||||
Noncurrent liabilities
|
(67,675
|
)
|
|
(110,282
|
)
|
—
|
|
|
—
|
|
||||
Net asset (liability) recognized
|
$
|
(73,820
|
)
|
|
$
|
(114,116
|
)
|
$
|
35,351
|
|
|
$
|
1,404
|
|
Amounts recognized to accumulated other comprehensive income:
|
|
|
|
|
|
|||||||||
Prior service costs, net of taxes
|
$
|
323
|
|
|
$
|
528
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial (gain) loss, net of taxes
|
37,479
|
|
|
52,472
|
|
(5,584
|
)
|
|
(715
|
)
|
||||
Transition obligation, net of taxes
|
—
|
|
|
—
|
|
27
|
|
|
222
|
|
||||
Total accumulated other comprehensive income (loss)
|
$
|
37,802
|
|
|
$
|
53,000
|
|
$
|
(5,557
|
)
|
|
$
|
(493
|
)
|
|
December 31, 2013
|
|||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Insurance contracts
|
$
|
—
|
|
$
|
14,805
|
|
$
|
—
|
|
$
|
14,805
|
|
United States equities
|
5,579
|
|
—
|
|
—
|
|
5,579
|
|
||||
Global equities
|
2,338
|
|
—
|
|
—
|
|
2,338
|
|
||||
Fixed income
|
—
|
|
11,039
|
|
—
|
|
11,039
|
|
||||
Total
|
$
|
7,917
|
|
$
|
25,844
|
|
$
|
—
|
|
$
|
33,761
|
|
|
December 31, 2012
|
|||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
Insurance contracts
|
$
|
—
|
|
$
|
7,399
|
|
$
|
5,600
|
|
$
|
12,999
|
|
United States equities
|
4,741
|
|
—
|
|
—
|
|
4,741
|
|
||||
Global equities
|
2,109
|
|
—
|
|
—
|
|
2,109
|
|
||||
Fixed income
|
—
|
|
10,219
|
|
—
|
|
10,219
|
|
||||
Total
|
$
|
6,850
|
|
$
|
17,618
|
|
$
|
5,600
|
|
$
|
30,068
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Balance at beginning of period
|
$
|
5,600
|
|
$
|
5,332
|
|
$
|
5,069
|
|
Unrealized gains relating to instruments held at the reporting date
|
—
|
|
268
|
|
263
|
|
|||
Transfer out of Level 3
|
(5,600
|
)
|
—
|
|
—
|
|
|||
Balance at end of period
|
$
|
—
|
|
$
|
5,600
|
|
$
|
5,332
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Pension Plans
|
|
|
|
||||||
Components of net periodic benefit cost:
|
|
|
|
||||||
Service cost
|
$
|
14,173
|
|
$
|
10,527
|
|
$
|
9,173
|
|
Interest cost
|
11,239
|
|
10,801
|
|
10,960
|
|
|||
Expected long-term return on assets
|
(14,731
|
)
|
(14,093
|
)
|
(15,471
|
)
|
|||
Prior service cost amortization
|
490
|
|
517
|
|
496
|
|
|||
Actuarial loss amortization
|
13,979
|
|
8,603
|
|
6,435
|
|
|||
Termination benefit charge
|
—
|
|
—
|
|
414
|
|
|||
Settlement charge
|
1,373
|
|
—
|
|
—
|
|
|||
Net periodic expense
|
$
|
26,523
|
|
$
|
16,355
|
|
$
|
12,007
|
|
Postretirement Benefit Plans
|
|
|
|
||||||
Components of net periodic benefit cost:
|
|
|
|
||||||
Service cost
|
$
|
1,694
|
|
$
|
1,853
|
|
$
|
1,769
|
|
Interest cost
|
3,504
|
|
4,248
|
|
4,443
|
|
|||
Expected long-term return on assets
|
(5,024
|
)
|
(4,438
|
)
|
(4,418
|
)
|
|||
Actuarial (gain) loss amortization
|
(120
|
)
|
37
|
|
—
|
|
|||
Transition obligation amortization
|
1,296
|
|
1,917
|
|
1,917
|
|
|||
Curtailment gain
|
(1,229
|
)
|
—
|
|
—
|
|
|||
Net periodic expense
|
$
|
121
|
|
$
|
3,617
|
|
$
|
3,711
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Pension Plans
|
|
|
|
||||||
Net actuarial (gain) loss experienced during the year
|
$
|
(14,138
|
)
|
$
|
28,748
|
|
$
|
14,312
|
|
Net actuarial loss recognized as expense
|
(8,934
|
)
|
(4,908
|
)
|
(3,755
|
)
|
|||
Prior service cost recognized as expense
|
(311
|
)
|
(340
|
)
|
(298
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
(23,383
|
)
|
23,500
|
|
10,259
|
|
|||
Postretirement Benefit Plans
|
|
|
|
||||||
Net actuarial (gain) loss experienced during the year
|
$
|
(8,057
|
)
|
$
|
(1,787
|
)
|
$
|
2,111
|
|
Net actuarial gain recognized as expense
|
550
|
|
—
|
|
—
|
|
|||
Transition obligation recognized as expense
|
(283
|
)
|
(294
|
)
|
(286
|
)
|
|||
Total recognized in other comprehensive income (loss)
|
$
|
(7,790
|
)
|
$
|
(2,081
|
)
|
$
|
1,825
|
|
(in thousands)
|
|
||
Amortization of prior service cost
|
$
|
314
|
|
Amortization of net actuarial loss
|
$
|
5,422
|
|
(in thousands)
|
|
||
Amortization of net transition obligation
|
$
|
42
|
|
Amortization of net actuarial gain
|
$
|
(593
|
)
|
Years ended December 31,
|
2013
|
2012
|
2011
|
|||
Pension Plans
|
|
|
|
|||
Discount rate
|
3.63
|
%
|
4.52
|
%
|
4.89
|
%
|
Expected long-term return on plan assets
|
7.00
|
%
|
7.00
|
%
|
7.25
|
%
|
Rate of compensation increase for pay-related plans
|
3.71
|
%
|
3.59
|
%
|
3.75
|
%
|
Postretirement Benefit Plans
|
|
|
|
|||
Discount rate
|
4.26
|
%
|
4.95
|
%
|
5.45
|
%
|
Expected long-term return on plan assets
|
7.00
|
%
|
7.00
|
%
|
7.25
|
%
|
Rate of compensation increase
|
3.70
|
%
|
3.55
|
%
|
3.61
|
%
|
As of December 31,
|
2013
|
2012
|
||
Health care cost trend rate assumed for next year
|
6.50
|
%
|
6.75
|
%
|
Rate to which the cost trend rate is assumed to decline
|
5.00
|
%
|
5.00
|
%
|
Year that rate reaches ultimate rate
|
2020
|
|
2020
|
|
(in thousands
)
|
|
|||||
|
1-Percentage Point Decrease
|
1-Percentage Point Increase
|
||||
Effect on total of service and interest cost
|
$
|
(280
|
)
|
$
|
336
|
|
Effect on net postretirement benefit obligation
|
$
|
(764
|
)
|
$
|
759
|
|
|
Pension
|
Postretirement Benefits
|
||||||||||
As of December 31,
|
Target
|
2013
|
2012
|
Target
|
2013
|
2012
|
||||||
Asset category:
|
|
|
|
|
|
|
||||||
Equity securities
|
41
|
%
|
34
|
%
|
41
|
%
|
60
|
%
|
61
|
%
|
60
|
%
|
Debt securities
|
38
|
%
|
28
|
%
|
38
|
%
|
40
|
%
|
39
|
%
|
40
|
%
|
Other
|
21
|
%
|
38
|
%
|
21
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|
December 31, 2013
|
|||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
United States equities
|
$
|
34,117
|
|
$
|
8,080
|
|
$
|
—
|
|
$
|
42,197
|
|
Global equities
|
20,153
|
|
13,256
|
|
—
|
|
33,409
|
|
||||
Fixed income
|
—
|
|
61,121
|
|
—
|
|
61,121
|
|
||||
Alternative investments
|
—
|
|
37,292
|
|
—
|
|
37,292
|
|
||||
Cash and cash equivalents
|
5,970
|
|
39,545
|
|
—
|
|
45,515
|
|
||||
Total
|
$
|
60,240
|
|
$
|
159,294
|
|
$
|
—
|
|
$
|
219,534
|
|
|
|
|
|
|
||||||||
|
December 31, 2012
|
|||||||||||
(in thousands)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
United States equities
|
$
|
41,907
|
|
$
|
9,072
|
|
$
|
—
|
|
$
|
50,979
|
|
Global equities
|
23,782
|
|
10,697
|
|
—
|
|
34,479
|
|
||||
Fixed income
|
—
|
|
78,806
|
|
—
|
|
78,806
|
|
||||
Alternative investments
|
—
|
|
27,659
|
|
14,500
|
|
42,159
|
|
||||
Cash and cash equivalents
|
—
|
|
3,001
|
|
—
|
|
3,001
|
|
||||
Total
|
$
|
65,689
|
|
$
|
129,235
|
|
$
|
14,500
|
|
$
|
209,424
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Balance at beginning of period
|
$
|
14,500
|
|
$
|
17,399
|
|
$
|
26,841
|
|
Unrealized gains (losses)
|
—
|
|
992
|
|
(752
|
)
|
|||
Unrealized gains relating to instruments held at the reporting date
|
—
|
|
242
|
|
635
|
|
|||
Settlements
|
—
|
|
(4,948
|
)
|
(9,604
|
)
|
|||
Purchases
|
—
|
|
815
|
|
279
|
|
|||
Transfer out of Level 3
|
(14,500
|
)
|
—
|
|
—
|
|
|||
Balance at end of period
|
$
|
—
|
|
$
|
14,500
|
|
$
|
17,399
|
|
|
December 31, 2013
|
||||||||
(in thousands)
|
Level 1
|
Level 2
|
Total
|
||||||
United States equities
|
$
|
43,054
|
|
$
|
—
|
|
$
|
43,054
|
|
Global equities
|
17,048
|
|
—
|
|
17,048
|
|
|||
Fixed income
|
—
|
|
38,831
|
|
38,831
|
|
|||
Total
|
$
|
60,102
|
|
$
|
38,831
|
|
$
|
98,933
|
|
|
December 31, 2012
|
||||||||
(in thousands)
|
Level 1
|
Level 2
|
Total
|
||||||
United States equities
|
$
|
37,482
|
|
$
|
—
|
|
$
|
37,482
|
|
Global equities
|
15,049
|
|
—
|
|
15,049
|
|
|||
Fixed income
|
—
|
|
34,658
|
|
34,658
|
|
|||
Total
|
$
|
52,531
|
|
$
|
34,658
|
|
$
|
87,189
|
|
(in thousands)
|
Pension Benefits
|
Postretirement Benefits
|
Postretirement Benefits – Prescription Drug Subsidy
|
2014
|
$66,816
|
$4,156
|
$(212)
|
2015
|
$16,572
|
$4,219
|
$(218)
|
2016
|
$18,174
|
$4,286
|
$(224)
|
2017
|
$22,167
|
$4,362
|
$(227)
|
2018
|
$28,374
|
$4,426
|
$(231)
|
2019-2023
|
$134,584
|
$22,319
|
$(1,202)
|
|
|
Stock Incentive Plan
|
||||
|
Shares
|
Weighted
Average Price
|
|||
Nonvested at December 31, 2012
|
—
|
|
$
|
—
|
|
Granted (two-year vesting period)
|
86,221
|
|
61.14
|
|
|
Granted (three-year vesting period)
|
82,606
|
|
62.96
|
|
|
Forfeited
|
(8,008
|
)
|
60.03
|
|
|
Nonvested at December 31, 2013
|
160,819
|
|
$
|
62.13
|
|
|
Stock Incentive Plan
|
||||
|
Shares
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2010
|
1,276,043
|
|
$
|
40.16
|
|
Granted
|
293,978
|
|
54.99
|
|
|
Exercised
|
(227,405
|
)
|
32.33
|
|
|
Forfeited
|
(4,375
|
)
|
35.35
|
|
|
Outstanding at December 31, 2011
|
1,338,241
|
|
44.77
|
|
|
Granted
|
371,040
|
|
54.11
|
|
|
Exercised
|
(58,471
|
)
|
24.55
|
|
|
Forfeited
|
(2,335
|
)
|
46.45
|
|
|
Outstanding at December 31, 2012
|
1,648,475
|
|
47.58
|
|
|
Granted
|
137,762
|
|
49.22
|
|
|
Exercised
|
(590,119
|
)
|
40.92
|
|
|
Forfeited
|
(5,074
|
)
|
51.85
|
|
|
Outstanding at December 31, 2013
|
1,191,044
|
|
$
|
51.06
|
|
Exercisable at December 31, 2011
|
677,753
|
|
$
|
43.72
|
|
Exercisable at December 31, 2012
|
987,733
|
|
$
|
43.75
|
|
Exercisable at December 31, 2013
|
713,445
|
|
$
|
49.80
|
|
Remaining reserved for issuance at December 31, 2013
|
2,921,392
|
|
—
|
Grant date
|
10/15/2013
|
1/24/2013
|
1/25/2012
|
1/26/2011
|
|||
Awards granted
|
3,686
|
134,076
|
|
371,040
|
|
293,978
|
|
Fair market value of stock option at grant
|
$30.53
|
$16.66
|
$18.79
|
$19.65
|
|||
Expected life of award
|
5.8 years
|
5.8 years
|
|
5.8 years
|
|
5.8 years
|
|
Risk-free interest rate
|
1.79%
|
1.01
|
%
|
1.07
|
%
|
2.45
|
%
|
Annualized volatility rate
|
40.6%
|
40.3
|
%
|
39.6
|
%
|
37.8
|
%
|
Dividend yield
|
0.7%
|
1.2
|
%
|
1.0
|
%
|
1.0
|
%
|
Stock Incentive Plan
|
||
Range of Exercise Prices
|
Shares
|
Weighted Average Remaining Contractual Life
|
$46.45
|
59,330
|
3.00 years
|
$60.56
|
99,965
|
4.00 years
|
$29.79
|
78,222
|
5.00 years
|
$46.69
|
203,469
|
6.00 years
|
$54.99
|
266,166
|
7.00 years
|
$54.11
|
349,754
|
8.00 years
|
$48.36
|
130,452
|
9.00 years
|
$80.48
|
3,686
|
9.83 years
|
$29.79-$80.48
|
1,191,044
|
6.77 years
|
|
Stock Incentive Plan
|
||||
|
Shares
|
Weighted Average Price
|
|||
Nonvested at December 31, 2010
|
24,150
|
|
$
|
35.49
|
|
Vested
|
(14,875
|
)
|
30.81
|
|
|
Nonvested at December 31, 2011
|
9,275
|
|
42.99
|
|
|
Granted
|
11,115
|
|
45.24
|
|
|
Vested
|
(9,275
|
)
|
42.97
|
|
|
Nonvested at December 31, 2012
|
11,115
|
|
45.24
|
|
|
Granted
|
52,650
|
|
52.34
|
|
|
Forfeited
|
(1,247
|
)
|
48.36
|
|
|
Nonvested at December 31, 2013
|
62,518
|
|
$
|
51.16
|
|
|
Stock Appreciation Rights Plan
|
||||
|
Shares
|
Weighted Average Exercise Price
|
|||
Outstanding at December 31, 2010
|
656,340
|
|
$
|
38.30
|
|
Granted
|
189,984
|
|
54.99
|
|
|
Exercised/forfeited
|
(69,106
|
)
|
41.21
|
|
|
Outstanding at December 31, 2011
|
777,218
|
|
42.00
|
|
|
Exercised/forfeited
|
(124,188
|
)
|
30.90
|
|
|
Outstanding at December 31, 2012
|
653,030
|
|
44.14
|
|
|
Granted
|
88,000
|
|
48.36
|
|
|
Exercised/forfeited
|
(363,653
|
)
|
39.66
|
|
|
Outstanding at December 31, 2013
|
377,377
|
|
$
|
49.48
|
|
Grant date
|
1/24/2013
|
1/24/2013
|
1/26/2011
|
1/26/2011
|
1/27/2010
|
|
|
(modified)
|
|
(modified)
|
|
Awards granted
|
87,069
|
931
|
182,199
|
7,785
|
171,749
|
Fair market value of award
|
$34.66
|
$27.89
|
$27.07
|
$24.21
|
$30.10
|
Expected life of award
|
5.6 years
|
2.5 years
|
3.6 years
|
2.5 years
|
3.0 years
|
Risk-free interest rate
|
2.04%
|
0.56%
|
1.06%
|
0.56%
|
0.80%
|
Annualized volatility rate
|
40.6%
|
40.6%
|
40.6%
|
40.6%
|
40.6%
|
Dividend yield
|
0.8%
|
0.8%
|
0.8%
|
0.8%
|
0.8%
|
Grant date
|
2/13-16/2009
|
1/28/2009
|
2/4/2008
|
2/1/2007
|
Awards granted
|
3,292
|
305,257
|
67,093
|
85,906
|
Fair market value of award
|
$39.87
|
$41.18
|
$18.50
|
$27.03
|
Expected life of award
|
2.5 years
|
2.5 years
|
2.0 years
|
1.5 years
|
Risk-free interest rate
|
0.58%
|
0.58%
|
0.39%
|
0.23%
|
Annualized volatility rate
|
40.6%
|
40.6%
|
40.6%
|
40.6%
|
Dividend yield
|
0.8%
|
0.8%
|
0.8%
|
0.8%
|
|
|
Petrotech Incentive Plan
|
|
|
|
Shares
|
|
Outstanding at December 31, 2010
|
|
8,205
|
|
Granted (three-year vesting period)
|
|
6,314
|
|
Paid
|
|
(1,914
|
)
|
Forfeited
|
|
(1,544
|
)
|
Outstanding at December 31, 2011
|
|
11,061
|
|
Granted (three-year vesting period)
|
|
102,349
|
|
Granted (two-year vesting period)
|
|
3,768
|
|
Granted (18 month vesting period)
|
|
40,822
|
|
Paid
|
|
(3,281
|
)
|
Forfeited
|
|
(13,476
|
)
|
Outstanding at December 31, 2012
|
|
141,243
|
|
Granted (three-year vesting period)
|
|
92,418
|
|
Granted (17 month vesting period)
|
|
2,952
|
|
Paid
|
|
(36,792
|
)
|
Forfeited
|
|
(26,529
|
)
|
Outstanding at December 31, 2013
|
|
173,292
|
|
|
Years Ending December 31,
(in thousands)
|
|||||
2014
|
2015
|
2016
|
2017
|
2018
|
2019 and thereafter
|
$5,270
|
$4,940
|
$4,391
|
$3,980
|
$2,409
|
$10,637
|
Years Ending December 31,
(in thousands)
|
|||||
2014
|
2015
|
2016
|
2017
|
2018
|
2019 and thereafter
|
$4,291
|
$4,062
|
$3,994
|
$3,979
|
$2,409
|
$10,637
|
|
(in thousands)
|
|
||
Allowance for credit losses as of December 31, 2011
|
$
|
421
|
|
Provision
|
49
|
|
|
Allowance for credit losses as of December 31, 2012
|
470
|
|
|
Provision
|
(47
|
)
|
|
Allowance for credit losses as of December 31, 2013
|
$
|
423
|
|
(in thousands)
|
December 31, 2013
|
||||||
|
Oil and Gas Operations
|
|
Natural Gas Distribution
|
Total
|
|||
Derivative assets or (liabilities) not designated as hedging instruments
|
|
|
|
||||
Accounts receivable
|
36,224
|
|
|
—
|
|
36,224
|
|
Long-term asset derivative instruments
|
7,992
|
|
|
—
|
|
7,992
|
|
Total derivative assets
|
44,216
|
|
|
—
|
|
44,216
|
|
Accounts receivable
|
(18,761
|
)
|
*
|
—
|
|
(18,761
|
)
|
Long-term asset derivative instruments
|
(2,553
|
)
|
*
|
—
|
|
(2,553
|
)
|
Accounts payable
|
(30,302
|
)
|
|
—
|
|
(30,302
|
)
|
Total derivative liabilities
|
(51,616
|
)
|
|
—
|
|
(51,616
|
)
|
Total derivatives not designated
|
(7,400
|
)
|
|
—
|
|
(7,400
|
)
|
(in thousands)
|
December 31, 2012
|
|||||||||
|
Oil and Gas Operations
|
|
Natural Gas Distribution
|
Total
|
||||||
Derivative assets or (liabilities) designated as hedging instruments
|
|
|
|
|
||||||
Accounts receivable
|
$
|
87,514
|
|
|
$
|
—
|
|
$
|
87,514
|
|
Long-term asset derivative instruments
|
37,954
|
|
|
—
|
|
37,954
|
|
|||
Total derivative assets
|
125,468
|
|
|
—
|
|
125,468
|
|
|||
Accounts receivable
|
(37,326
|
)
|
*
|
—
|
|
(37,326
|
)
|
|||
Long-term asset derivative instruments
|
(6,810
|
)
|
*
|
—
|
|
(6,810
|
)
|
|||
Long-term liability derivative instruments
|
(8,726
|
)
|
|
—
|
|
(8,726
|
)
|
|||
Total derivative liabilities
|
(52,862
|
)
|
|
—
|
|
(52,862
|
)
|
|||
Total derivatives designated
|
72,606
|
|
|
—
|
|
72,606
|
|
|||
Derivative assets or (liabilities) not designated as hedging instruments
|
|
|
|
|||||||
Accounts receivable
|
14,604
|
|
|
—
|
|
14,604
|
|
|||
Long-term asset derivative instruments
|
9,433
|
|
|
—
|
|
9,433
|
|
|||
Total derivative assets
|
24,037
|
|
|
—
|
|
24,037
|
|
|||
Accounts payable
|
—
|
|
|
(2,593
|
)
|
(2,593
|
)
|
|||
Long-term liability derivative instruments
|
(874
|
)
|
|
—
|
|
(874
|
)
|
|||
Total derivative liabilities
|
(874
|
)
|
|
(2,593
|
)
|
(3,467
|
)
|
|||
Total derivatives not designated
|
23,163
|
|
|
(2,593
|
)
|
20,570
|
|
|||
Total derivatives
|
$
|
95,769
|
|
|
$
|
(2,593
|
)
|
$
|
93,176
|
|
Years ended December 31, (in thousands)
|
Location on Income Statement
|
2013
|
2012
|
2011
|
||||||
Net gain (loss) recognized in OCI on derivative (effective portion), net of tax of ($6,660), $40,720 and $41,399
|
—
|
$
|
(10,866
|
)
|
$
|
66,438
|
|
$
|
67,547
|
|
Gain reclassified from accumulated OCI into
income (effective portion)
|
Operating revenues
|
$
|
34,293
|
|
$
|
52,694
|
|
$
|
26,326
|
|
Gain (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)
|
Operating revenues
|
$
|
835
|
|
$
|
(5,340
|
)
|
$
|
(2,767
|
)
|
Years ended December 31, (in thousands)
|
Location on Income Statement
|
2013
|
2012
|
2011
|
||||||
Gain (loss) recognized in income on derivative
|
Operating revenues
|
$
|
(73,980
|
)
|
$
|
61,841
|
|
$
|
(37,587
|
)
|
Production Period
|
Total Hedged Volumes
|
Average Contract
Price
|
Description
|
|
Natural Gas
|
||||
2014
|
10.6
|
Bcf
|
$4.55 Mcf
|
NYMEX Swaps
|
|
31.4
|
Bcf
|
$4.60 Mcf
|
Basin Specific Swaps - San Juan
|
|
9.7
|
Bcf
|
$3.81 Mcf
|
Basin Specific Swaps - Permian
|
2015
|
6.0
|
Bcf
|
$4.07 Mcf
|
Basin Specific Swaps - San Juan
|
Oil
|
||||
2014
|
9,796
|
MBbl
|
$92.64 Bbl
|
NYMEX Swaps
|
2015
|
5,760
|
MBbl
|
$88.85 Bbl
|
NYMEX Swaps
|
|
December 31, 2013
|
||||||||
(in thousands)
|
Level 2*
|
Level 3*
|
Total
|
||||||
Current assets
|
$
|
(1,658
|
)
|
$
|
19,121
|
|
$
|
17,463
|
|
Noncurrent assets
|
4,383
|
|
1,056
|
|
5,439
|
|
|||
Current liabilities
|
(28,414
|
)
|
(1,888
|
)
|
(30,302
|
)
|
|||
Net derivative asset (liability)
|
$
|
(25,689
|
)
|
$
|
18,289
|
|
$
|
(7,400
|
)
|
|
December 31, 2012
|
||||||||
(in thousands)
|
Level 2*
|
Level 3*
|
Total
|
||||||
Current assets
|
$
|
(3,629
|
)
|
$
|
68,421
|
|
$
|
64,792
|
|
Noncurrent assets
|
18,899
|
|
21,678
|
|
40,577
|
|
|||
Current liabilities
|
(2,593
|
)
|
—
|
|
(2,593
|
)
|
|||
Noncurrent liabilities
|
(8,520
|
)
|
(1,080
|
)
|
(9,600
|
)
|
|||
Net derivative asset
|
$
|
4,157
|
|
$
|
89,019
|
|
$
|
93,176
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Balance at beginning of period
|
$
|
89,019
|
|
$
|
65,801
|
|
$
|
42,755
|
|
Realized gains
|
55,210
|
|
63,720
|
|
52,716
|
|
|||
Unrealized gains (losses) relating to instruments held at the reporting date*
|
(71,367
|
)
|
22,160
|
|
23,980
|
|
|||
Settlements during period
|
(54,573
|
)
|
(62,662
|
)
|
(53,650
|
)
|
|||
Balance at end of period
|
$
|
18,289
|
|
$
|
89,019
|
|
$
|
65,801
|
|
(in thousands)
|
Fair Value as of December 31, 2013
|
Valuation Technique*
|
Unobservable Input*
|
Range
|
||
Natural Gas Basis - San Juan
|
|
|
|
|
||
2014
|
$
|
18,159
|
|
Discounted Cash Flow
|
Forward Basis
|
($0.17 - $0.20) Mcf
|
2015
|
$
|
1,056
|
|
Discounted Cash Flow
|
Forward Basis
|
($0.26) Mcf
|
Natural Gas Basis - Permian
|
|
|
|
|
||
2014
|
$
|
(1,948
|
)
|
Discounted Cash Flow
|
Forward Basis
|
($0.18 - $0.20) Mcf
|
Natural Gas Liquids
|
|
|
|
|
||
2014
|
$
|
1,022
|
|
Discounted Cash Flow
|
Forward Price
|
$0.80 - $0.81 Gal
|
|
December 31, 2013
|
|||||||||||||||||
|
|
|
|
Gross Amounts Not Offset in the Balance Sheets
|
|
|||||||||||||
(in thousands)
|
Gross Amounts Recognized
|
Gross Amounts Offset in the Balance Sheets
|
Net Amount Presented in the Balance Sheets
|
Financial Instruments
|
Cash Collateral Received
|
Net Amount
|
||||||||||||
Derivative assets
|
$
|
44,215
|
|
$
|
(21,313
|
)
|
$
|
22,902
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22,902
|
|
Derivative liabilities
|
$
|
51,615
|
|
$
|
(21,313
|
)
|
$
|
30,302
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,302
|
|
|
December 31, 2012
|
|||||||||||||||||
|
|
|
|
Gross Amounts Not Offset in the Balance Sheets
|
|
|||||||||||||
(in thousands)
|
Gross Amounts Recognized
|
Gross Amounts Offset in the Balance Sheets
|
Net Amount Presented in the Balance Sheets
|
Financial Instruments
|
Cash Collateral Received
|
Net Amount
|
||||||||||||
Derivative assets
|
$
|
149,504
|
|
$
|
(44,135
|
)
|
$
|
105,369
|
|
$
|
—
|
|
$
|
—
|
|
$
|
105,369
|
|
Derivative liabilities
|
$
|
56,328
|
|
$
|
(44,135
|
)
|
$
|
12,193
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,193
|
|
|
Years ended December 31,
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(in thousands, except per share amounts)
|
2013
|
|
|
2012
|
|
|
2011
|
|
||||||||||||||||
|
Net
Income
|
Shares
|
Per Share Amount
|
Net
Income
|
Shares
|
Per Share Amount
|
Net
Income
|
Shares
|
Per Share Amount
|
|||||||||||||||
Basic EPS
|
$
|
204,554
|
|
72,318
|
|
$
|
2.83
|
|
$
|
253,562
|
|
72,119
|
|
$
|
3.52
|
|
$
|
259,624
|
|
72,056
|
|
$
|
3.60
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Stock options
|
|
112
|
|
|
|
196
|
|
|
|
270
|
|
|
||||||||||||
Non-vested restricted stock
|
|
20
|
|
|
|
1
|
|
|
|
6
|
|
|
||||||||||||
Performance share awards
|
|
21
|
|
|
|
—
|
|
|
|
—
|
|
|
||||||||||||
Diluted EPS
|
$
|
204,554
|
|
72,471
|
|
$
|
2.82
|
|
$
|
253,562
|
|
72,316
|
|
$
|
3.51
|
|
$
|
259,624
|
|
72,332
|
|
$
|
3.59
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
|||
Stock options
|
134,138
|
|
849,583
|
|
293,978
|
|
Non-vested restricted stock
|
6,529
|
|
—
|
|
—
|
|
Performance share awards
|
4,121
|
|
—
|
|
—
|
|
|
(in thousands)
|
|
||
Balance as of December 31, 2010
|
$
|
97,415
|
|
Liabilities incurred
|
4,627
|
|
|
Liabilities settled
|
(1,539
|
)
|
|
Accretion expense (including discontinued operations of $1,138)
|
6,837
|
|
|
Balance as of December 31, 2011
|
107,340
|
|
|
Liabilities incurred
|
3,994
|
|
|
Liabilities settled
|
(845
|
)
|
|
Accretion expense (including discontinued operations of $1,195)
|
7,534
|
|
|
Balance as of December 31, 2012
|
118,023
|
|
|
Liabilities incurred
|
2,772
|
|
|
Liabilities settled
|
(5,525
|
)
|
|
Accretion expense (including discontinued operations of $1,197)
|
8,192
|
|
|
Reclassification associated with held for sale properties*
|
(14,929
|
)
|
|
Balance as of December 31, 2013
|
$
|
108,533
|
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Interest paid, net of amount capitalized
|
$
|
65,143
|
|
$
|
61,379
|
|
$
|
33,601
|
|
Income taxes paid
|
$
|
25,081
|
|
$
|
17,170
|
|
$
|
9,432
|
|
Noncash investing activities:
|
|
|
|
||||||
Accrued development, exploration costs and other capital
|
$
|
99,128
|
|
$
|
120,024
|
|
$
|
72,030
|
|
Capitalized depreciation
|
$
|
66
|
|
$
|
80
|
|
$
|
93
|
|
Capitalized asset retirement obligations costs
|
$
|
3,574
|
|
$
|
4,409
|
|
$
|
4,927
|
|
Allowance for funds used during construction
|
$
|
698
|
|
$
|
623
|
|
$
|
807
|
|
Capital lease obligations
|
$
|
—
|
|
$
|
5,072
|
|
$
|
—
|
|
Noncash financing activities:
|
|
|
|
||||||
Issuance of common stock for employee benefit plans
|
$
|
1,015
|
|
$
|
838
|
|
$
|
822
|
|
Treasury stock acquired in connection with tax withholdings
|
$
|
977
|
|
$
|
277
|
|
$
|
713
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Interest paid, net of amount capitalized
|
$
|
13,465
|
|
$
|
13,513
|
|
$
|
12,385
|
|
Income taxes paid
|
$
|
23,138
|
|
$
|
16,796
|
|
$
|
5,143
|
|
Interest expense (revenue) on affiliated company debt, net
|
$
|
(18
|
)
|
$
|
295
|
|
$
|
376
|
|
Noncash investing activities:
|
|
|
|
||||||
Accrued property, plant and equipment costs
|
$
|
5,505
|
|
$
|
3,536
|
|
$
|
2,229
|
|
Capitalized depreciation
|
$
|
66
|
|
$
|
80
|
|
$
|
93
|
|
Capitalized asset retirement obligations costs
|
$
|
802
|
|
$
|
415
|
|
$
|
300
|
|
Allowance for funds used during construction
|
$
|
698
|
|
$
|
623
|
|
$
|
807
|
|
|
(in thousands)
|
|
||
Consideration given
|
|
||
Cash (net)
|
$
|
67,615
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Proved properties
|
$
|
65,581
|
|
Unproved leasehold properties
|
911
|
|
|
Accounts receivable
|
1,358
|
|
|
Accounts payable
|
(25
|
)
|
|
Asset retirement obligation
|
(210
|
)
|
|
Total identifiable net assets
|
$
|
67,615
|
|
(in thousands)
|
|
||
Consideration given
|
|
||
Cash (net)
|
$
|
60,017
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Proved properties
|
$
|
36,068
|
|
Unproved leasehold properties
|
23,686
|
|
|
Accounts receivable
|
680
|
|
|
Accounts payable
|
(244
|
)
|
|
Asset retirement obligation
|
(173
|
)
|
|
Total identifiable net assets
|
$
|
60,017
|
|
(in thousands)
|
|
||
Consideration given
|
|
||
Cash (net)
|
$
|
161,967
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Proved properties
|
$
|
151,544
|
|
Unproved leasehold properties
|
7,883
|
|
|
Accounts receivable
|
3,070
|
|
|
Accounts payable
|
(388
|
)
|
|
Asset retirement obligation
|
(142
|
)
|
|
Total identifiable net assets
|
$
|
161,967
|
|
|
(in thousands)
|
December 31, 2013
|
||||||||
|
Black Warrior Basin
|
North Louisiana/East Texas
|
Total
|
||||||
Accounts receivable
|
$
|
2,829
|
|
$
|
1,272
|
|
$
|
4,101
|
|
Inventories
|
—
|
|
68
|
|
68
|
|
|||
Oil and gas properties
|
—
|
|
348,379
|
|
348,379
|
|
|||
Less accumulated depreciation, depletion and amortization
|
—
|
|
(301,609
|
)
|
(301,609
|
)
|
|||
Other property, net
|
—
|
|
165
|
|
165
|
|
|||
Total assets held-for-sale
|
2,829
|
|
48,275
|
|
51,104
|
|
|||
Accounts payable
|
(1,732
|
)
|
(11
|
)
|
(1,743
|
)
|
|||
Royalty payable
|
(550
|
)
|
(869
|
)
|
(1,419
|
)
|
|||
Other current liabilities
|
(379
|
)
|
(21
|
)
|
(400
|
)
|
|||
Other long-term liabilities
|
—
|
|
(14,983
|
)
|
(14,983
|
)
|
|||
Total liabilities held-for-sale
|
(2,661
|
)
|
(15,884
|
)
|
(18,545
|
)
|
|||
Total held-for-sale properties
|
$
|
168
|
|
$
|
32,391
|
|
$
|
32,559
|
|
Years ended December 31, (in thousands, except per share data)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
Oil and gas revenues
|
$
|
60,191
|
|
$
|
76,350
|
|
$
|
110,366
|
|
Pretax income (loss) from discontinued operations
|
$
|
10,028
|
|
$
|
(2,373
|
)
|
$
|
54,698
|
|
Income tax expense (benefit)
|
2,215
|
|
(715
|
)
|
19,379
|
|
|||
Income (Loss) From Discontinued Operations
|
$
|
7,813
|
|
$
|
(1,658
|
)
|
$
|
35,319
|
|
Gain on disposal of discontinued operations, net
|
$
|
5,605
|
|
$
|
—
|
|
$
|
—
|
|
Income tax expense
|
2,011
|
|
—
|
|
—
|
|
|||
Gain on Disposal of Discontinued Operations, net
|
$
|
3,594
|
|
$
|
—
|
|
$
|
—
|
|
Total Income (Loss) From Discontinued Operations
|
$
|
11,407
|
|
$
|
(1,658
|
)
|
$
|
35,319
|
|
Diluted Earnings Per Average Common Share
|
|
|
|
||||||
Income (Loss) from Discontinued Operations
|
$
|
0.10
|
|
$
|
(0.02
|
)
|
$
|
0.49
|
|
Gain on Disposal of Discontinued Operations, net
|
0.05
|
|
—
|
|
—
|
|
|||
Total Income (Loss) From Discontinued Operations
|
$
|
0.15
|
|
$
|
(0.02
|
)
|
$
|
0.49
|
|
Basic Earnings Per Average Common Share
|
|
|
|
||||||
Income (Loss) from Discontinued Operations
|
$
|
0.11
|
|
$
|
(0.02
|
)
|
$
|
0.49
|
|
Gain on Disposal of Discontinued Operations, net
|
0.05
|
|
—
|
|
—
|
|
|||
Total Income (Loss) From Discontinued Operations
|
$
|
0.16
|
|
$
|
(0.02
|
)
|
$
|
0.49
|
|
|
(in thousands)
|
December 31, 2013
|
December 31, 2012
|
||||||||||
|
Current
|
Noncurrent
|
Current
|
Noncurrent
|
||||||||
Regulatory assets:
|
|
|
|
|
||||||||
Pension assets
|
$
|
325
|
|
$
|
58,243
|
|
$
|
170
|
|
$
|
90,708
|
|
Accretion and depreciation for asset retirement obligation
|
—
|
|
18,046
|
|
—
|
|
16,536
|
|
||||
Risk management activities
|
—
|
|
—
|
|
2,593
|
|
—
|
|
||||
Rate recovery of asset removal costs, net
|
—
|
|
4,601
|
|
—
|
|
3,322
|
|
||||
Enhanced stability reserve
|
—
|
|
4,000
|
|
—
|
|
—
|
|
||||
Gas supply adjustment
|
2,406
|
|
—
|
|
42,726
|
|
—
|
|
||||
Other
|
25
|
|
—
|
|
26
|
|
—
|
|
||||
Total regulatory assets
|
$
|
2,756
|
|
$
|
84,890
|
|
$
|
45,515
|
|
$
|
110,566
|
|
|
|
|
|
|
||||||||
Regulatory liabilities:
|
|
|
|
|
||||||||
RSE adjustment
|
$
|
4,690
|
|
$
|
—
|
|
$
|
1,740
|
|
$
|
—
|
|
Unbilled service margin
|
28,504
|
|
—
|
|
25,078
|
|
—
|
|
||||
Postretirement liabilities
|
—
|
|
26,197
|
|
—
|
|
1,237
|
|
||||
Refundable negative salvage
|
15,779
|
|
39,663
|
|
18,265
|
|
53,467
|
|
||||
Asset retirement obligation
|
—
|
|
27,528
|
|
—
|
|
24,930
|
|
||||
Other
|
33
|
|
737
|
|
33
|
|
770
|
|
||||
Total regulatory liabilities
|
$
|
49,006
|
|
$
|
94,125
|
|
$
|
45,116
|
|
$
|
80,404
|
|
|
|
(in thousands)
|
Cash Flow Hedges
|
Pension and Postretirement Plans
|
Total
|
||||||
Balance as of December 31, 2012
|
$
|
44,196
|
|
$
|
(52,507
|
)
|
$
|
(8,311
|
)
|
Other comprehensive income (loss) before reclassifications
|
(11,014
|
)
|
11,582
|
|
568
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(21,004
|
)
|
8,680
|
|
(12,324
|
)
|
|||
Change in accumulated other comprehensive income (loss)
|
(32,018
|
)
|
20,262
|
|
(11,756
|
)
|
|||
Balance as of December 31, 2013
|
$
|
12,178
|
|
$
|
(32,245
|
)
|
$
|
(20,067
|
)
|
|
Year ended
|
|
||
|
December 31, 2013
|
|
||
(in thousands)
|
Amounts Reclassified
|
Line Item Where Presented
|
||
Gains and (losses) on cash flow hedges:
|
|
|
||
Commodity contracts
|
$
|
35,684
|
|
Operating revenues
|
Interest rate swap
|
(1,723
|
)
|
Interest expense
|
|
Total cash flow hedges
|
33,961
|
|
|
|
Income tax expense
|
(12,957
|
)
|
|
|
Net of tax
|
21,004
|
|
|
|
Pension and postretirement plans:
|
|
|
||
Transition obligation
|
(319
|
)
|
Operations and maintenance
|
|
Prior service cost
|
(257
|
)
|
Operations and maintenance
|
|
Actuarial losses*
|
(12,357
|
)
|
Operations and maintenance
|
|
Actuarial losses on settlement charges*
|
(421
|
)
|
Regulatory asset
|
|
Total pension and postretirement plans
|
(13,354
|
)
|
|
|
Income tax expense
|
4,674
|
|
|
|
Net of tax
|
(8,680
|
)
|
|
|
Total reclassifications for the period
|
$
|
12,324
|
|
|
|
|
|
Year ended December 31, 2013
|
|||||||||||
(in thousands, except per share amounts)
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Operating revenues as originally reported
|
$
|
492,679
|
|
$
|
490,057
|
|
$
|
320,406
|
|
$
|
472,733
|
|
Discontinued operations*
|
(18,663
|
)
|
(18,562
|
)
|
—
|
|
—
|
|
||||
Adjusted operating revenues
|
$
|
474,016
|
|
$
|
471,495
|
|
$
|
320,406
|
|
$
|
472,733
|
|
Operating income (loss) as originally reported
|
$
|
105,336
|
|
$
|
146,304
|
|
$
|
(4,052
|
)
|
$
|
110,630
|
|
Discontinued operations*
|
(3,146
|
)
|
(3,871
|
)
|
—
|
|
—
|
|
||||
Adjusted operating income (loss)
|
$
|
102,190
|
|
$
|
142,433
|
|
$
|
(4,052
|
)
|
$
|
110,630
|
|
Income (loss) from continuing operations
|
$
|
54,694
|
|
$
|
80,614
|
|
$
|
(5,486
|
)
|
$
|
63,325
|
|
Net income (loss)
|
$
|
56,692
|
|
$
|
83,067
|
|
$
|
(19,298
|
)
|
$
|
84,093
|
|
Diluted earnings per average common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.76
|
|
$
|
1.11
|
|
$
|
(0.08
|
)
|
$
|
0.87
|
|
Net income (loss)
|
$
|
0.78
|
|
$
|
1.15
|
|
$
|
(0.27
|
)
|
$
|
1.15
|
|
Basic earnings per average common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.76
|
|
$
|
1.12
|
|
$
|
(0.08
|
)
|
$
|
0.87
|
|
Net income (loss)
|
$
|
0.79
|
|
$
|
1.15
|
|
$
|
(0.27
|
)
|
$
|
1.16
|
|
|
Year ended December 31, 2012
|
|||||||||||
(in thousands, except per share amounts)
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Operating revenues as originally reported
|
$
|
418,444
|
|
$
|
470,355
|
|
$
|
295,324
|
|
$
|
433,046
|
|
Discontinued operations
|
(20,255
|
)
|
(18,451
|
)
|
(18,895
|
)
|
(18,749
|
)
|
||||
Adjusted operating revenues
|
$
|
398,189
|
|
$
|
451,904
|
|
$
|
276,429
|
|
$
|
414,297
|
|
Operating income as originally reported
|
$
|
104,170
|
|
$
|
220,598
|
|
$
|
19,458
|
|
$
|
115,166
|
|
Discontinued operations
|
16,324
|
|
(4,751
|
)
|
(5,494
|
)
|
(3,557
|
)
|
||||
Adjusted operating income
|
$
|
120,494
|
|
$
|
215,847
|
|
$
|
13,964
|
|
$
|
111,609
|
|
Income (loss) from continuing operations
|
$
|
67,868
|
|
$
|
128,305
|
|
$
|
(1,505
|
)
|
$
|
60,552
|
|
Net income
|
$
|
57,406
|
|
$
|
131,287
|
|
$
|
2,046
|
|
$
|
62,823
|
|
Diluted earnings per average common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.94
|
|
$
|
1.77
|
|
$
|
(0.02
|
)
|
$
|
0.84
|
|
Net income
|
$
|
0.79
|
|
$
|
1.82
|
|
$
|
0.03
|
|
$
|
0.87
|
|
Basic earnings per average common share
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.94
|
|
$
|
1.78
|
|
$
|
(0.02
|
)
|
$
|
0.84
|
|
Net income
|
$
|
0.80
|
|
$
|
1.82
|
|
$
|
0.03
|
|
$
|
0.87
|
|
|
Year ended December 31, 2013
|
|||||||||||
(in thousands)
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Operating revenues
|
$
|
237,685
|
|
$
|
104,514
|
|
$
|
48,368
|
|
$
|
142,771
|
|
Operating income (loss)
|
$
|
79,293
|
|
$
|
2,219
|
|
$
|
(22,544
|
)
|
$
|
34,800
|
|
Net income (loss)
|
$
|
47,222
|
|
$
|
(704
|
)
|
$
|
(8,961
|
)
|
$
|
19,842
|
|
|
Year ended December 31, 2012
|
|||||||||||
(in thousands)
|
First
|
Second
|
Third
|
Fourth
|
||||||||
Operating revenues
|
$
|
194,487
|
|
$
|
70,887
|
|
$
|
61,809
|
|
$
|
124,406
|
|
Operating income (loss)
|
$
|
78,560
|
|
$
|
4,448
|
|
$
|
(12,743
|
)
|
$
|
22,951
|
|
Net income (loss)
|
$
|
46,918
|
|
$
|
326
|
|
$
|
(10,039
|
)
|
$
|
12,197
|
|
|
(in thousands)
|
December 31, 2013
|
December 31, 2012
|
||||
Proved
|
$
|
7,043,779
|
|
$
|
6,241,148
|
|
Unproved
|
168,975
|
|
197,979
|
|
||
Total capitalized costs
|
7,212,754
|
|
6,439,127
|
|
||
Accumulated depreciation, depletion and amortization
|
2,078,411
|
|
1,765,241
|
|
||
Capitalized costs, net
|
$
|
5,134,343
|
|
$
|
4,673,886
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Property acquisition:
|
|
|
|
||||||
Proved
|
$
|
4,661
|
|
$
|
79,862
|
|
$
|
214,993
|
|
Unproved
|
26,820
|
|
58,634
|
|
91,888
|
|
|||
Exploration
|
435,636
|
|
419,284
|
|
190,854
|
|
|||
Development
|
655,353
|
|
749,256
|
|
623,775
|
|
|||
Total costs incurred
|
$
|
1,122,470
|
|
$
|
1,307,036
|
|
$
|
1,121,510
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Gross revenues*
|
$
|
1,206,293
|
|
$
|
1,090,948
|
|
$
|
834,700
|
|
Production (lifting costs)
|
351,541
|
|
278,193
|
|
226,361
|
|
|||
Exploration expense
|
27,942
|
|
19,356
|
|
12,967
|
|
|||
Depreciation, depletion and amortization
|
449,700
|
|
339,569
|
|
210,532
|
|
|||
Accretion expense
|
6,995
|
|
6,339
|
|
5,699
|
|
|||
Income tax expense
|
128,773
|
|
160,551
|
|
134,564
|
|
|||
Results of operations from producing activities
|
$
|
241,342
|
|
$
|
286,940
|
|
$
|
244,577
|
|
Year ended December 31, 2013
|
Gas MMcf
|
|
Oil MBbl
|
|
NGL MBbl
|
|
Total MMBOE
|
|
Proved reserves at beginning of period
|
809,128
|
|
155,348
|
|
56,155
|
|
346.4
|
|
Revisions of previous estimates
|
18,465
|
|
(680
|
)
|
2,211
|
|
4.6
|
|
Purchases
|
282
|
|
142
|
|
56
|
|
0.2
|
|
Extensions and discoveries
|
50,568
|
|
20,517
|
|
7,823
|
|
36.8
|
|
Production
|
(70,506
|
)
|
(10,378
|
)
|
(3,233
|
)
|
(25.4
|
)
|
Sales
|
(88,212
|
)
|
(79
|
)
|
(1
|
)
|
(14.8
|
)
|
Proved reserves at end of period
|
719,725
|
|
164,870
|
|
63,011
|
|
347.8
|
|
Proved developed reserves at end of period
|
623,305
|
|
113,795
|
|
42,087
|
|
259.8
|
|
Proved undeveloped reserves at end of period
|
96,420
|
|
51,075
|
|
20,924
|
|
88.0
|
|
Year ended December 31, 2012
|
Gas MMcf
|
|
Oil MBbl
|
|
NGL MBbl
|
|
Total MMBOE
|
|
Proved reserves at beginning of period
|
957,368
|
|
129,578
|
|
53,957
|
|
343.1
|
|
Revisions of previous estimates
|
(143,704
|
)
|
(8,546
|
)
|
(9,557
|
)
|
(42.1
|
)
|
Purchases
|
10,656
|
|
7,950
|
|
2,569
|
|
12.4
|
|
Extensions and discoveries
|
61,170
|
|
35,132
|
|
11,759
|
|
57.1
|
|
Production
|
(76,362
|
)
|
(8,766
|
)
|
(2,573
|
)
|
(24.1
|
)
|
Proved reserves at end of period
|
809,128
|
|
155,348
|
|
56,155
|
|
346.4
|
|
Proved developed reserves at end of period
|
708,657
|
|
105,976
|
|
36,440
|
|
260.5
|
|
Proved undeveloped reserves at end of period
|
100,471
|
|
49,372
|
|
19,715
|
|
85.9
|
|
Year ended December 31, 2011
|
Gas MMcf
|
|
Oil MBbl
|
|
NGL MBbl
|
|
Total MMBOE
|
|
Proved reserves at beginning of period
|
954,387
|
|
103,262
|
|
40,601
|
|
302.9
|
|
Revisions of previous estimates
|
(12,823
|
)
|
(4,513
|
)
|
841
|
|
(5.8
|
)
|
Purchases
|
19,362
|
|
12,583
|
|
5,055
|
|
20.8
|
|
Extensions and discoveries
|
68,160
|
|
24,564
|
|
9,637
|
|
45.6
|
|
Production
|
(71,718
|
)
|
(6,318
|
)
|
(2,177
|
)
|
(20.4
|
)
|
Proved reserves at end of period
|
957,368
|
|
129,578
|
|
53,957
|
|
343.1
|
|
Proved developed reserves at end of period
|
788,812
|
|
83,899
|
|
33,154
|
|
248.5
|
|
Proved undeveloped reserves at end of period
|
168,556
|
|
45,679
|
|
20,803
|
|
94.6
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
Balance at beginning of year
|
$
|
3,699,319
|
|
$
|
3,629,163
|
|
$
|
2,467,136
|
|
Revisions to reserves proved in prior years:
|
|
|
|
||||||
Net changes in prices, production costs and future development costs
|
566,838
|
|
(922,792
|
)
|
707,411
|
|
|||
Net changes due to revisions in quantity estimates
|
(81,762
|
)
|
(383,755
|
)
|
(80,004
|
)
|
|||
Development costs incurred, previously estimated
|
299,432
|
|
472,603
|
|
392,720
|
|
|||
Accretion of discount
|
369,932
|
|
362,916
|
|
246,714
|
|
|||
Changes in timing and other
|
(179,502
|
)
|
(317,244
|
)
|
(25,937
|
)
|
|||
Total revisions
|
974,938
|
|
(788,272
|
)
|
1,240,904
|
|
|||
New field discoveries and extensions, net of future production and development costs
|
376,326
|
|
1,025,419
|
|
755,977
|
|
|||
Sales of oil and gas produced, net of production costs
|
(1,014,593
|
)
|
(812,781
|
)
|
(763,171
|
)
|
|||
Purchases
|
4,690
|
|
189,755
|
|
232,768
|
|
|||
Sales
|
(24,876
|
)
|
—
|
|
—
|
|
|||
Net change in income taxes
|
2,037
|
|
456,035
|
|
(304,451
|
)
|
|||
Net change in standardized measure of discounted future net cash flows
|
318,522
|
|
70,156
|
|
1,162,027
|
|
|||
Balance at end of year
|
$
|
4,017,841
|
|
$
|
3,699,319
|
|
$
|
3,629,163
|
|
|
Years ended December 31,(in thousands)
|
2013
|
2012
|
2011
|
||||||
Operating revenues from continuing operations
|
|
|
|
||||||
Oil and gas operations
|
$
|
1,205,312
|
|
$
|
1,089,230
|
|
$
|
838,160
|
|
Natural gas distribution
|
533,338
|
|
451,589
|
|
534,953
|
|
|||
Total
|
$
|
1,738,650
|
|
$
|
1,540,819
|
|
$
|
1,373,113
|
|
Operating income (loss) from continuing operations
|
|
|
|
||||||
Oil and gas operations
|
$
|
257,963
|
|
$
|
369,765
|
|
$
|
308,561
|
|
Natural gas distribution
|
93,768
|
|
93,216
|
|
86,216
|
|
|||
Eliminations and corporate expenses
|
(530
|
)
|
(1,067
|
)
|
(1,078
|
)
|
|||
Total
|
$
|
351,201
|
|
$
|
461,914
|
|
$
|
393,699
|
|
Depreciation, depletion and amortization expense from continuing operations
|
|
||||||||
Oil and gas operations
|
$
|
453,474
|
|
$
|
343,183
|
|
$
|
213,841
|
|
Natural gas distribution
|
43,907
|
|
42,270
|
|
39,916
|
|
|||
Total
|
$
|
497,381
|
|
$
|
385,453
|
|
$
|
253,757
|
|
Interest expense
|
|
|
|
||||||
Oil and gas operations
|
$
|
53,981
|
|
$
|
49,958
|
|
$
|
30,907
|
|
Natural gas distribution
|
15,649
|
|
16,284
|
|
14,740
|
|
|||
Eliminations and other
|
(430
|
)
|
(700
|
)
|
(825
|
)
|
|||
Total
|
$
|
69,200
|
|
$
|
65,542
|
|
$
|
44,822
|
|
Income tax expense (benefit) from continuing operations
|
|
|
|
||||||
Oil and gas operations
|
$
|
71,290
|
|
$
|
115,090
|
|
$
|
100,700
|
|
Natural gas distribution
|
34,687
|
|
30,244
|
|
26,670
|
|
|||
Other
|
(695
|
)
|
(800
|
)
|
(1,048
|
)
|
|||
Total
|
$
|
105,282
|
|
$
|
144,534
|
|
$
|
126,322
|
|
Capital expenditures
|
|
|
|
||||||
Oil and gas operations
|
$
|
1,104,745
|
|
$
|
1,291,211
|
|
$
|
1,115,452
|
|
Natural gas distribution
|
88,769
|
|
71,869
|
|
73,984
|
|
|||
Total
|
$
|
1,193,514
|
|
$
|
1,363,080
|
|
$
|
1,189,436
|
|
Identifiable assets
|
|
|
|
||||||
Oil and gas operations
|
$
|
5,379,135
|
|
$
|
4,975,170
|
|
$
|
4,046,242
|
|
Natural gas distribution
|
1,193,413
|
|
1,177,134
|
|
1,163,959
|
|
|||
Eliminations and other
|
49,664
|
|
23,586
|
|
27,215
|
|
|||
Total
|
$
|
6,622,212
|
|
$
|
6,175,890
|
|
$
|
5,237,416
|
|
Property, plant and equipment, net
|
|
|
|
||||||
Oil and gas operations
|
$
|
5,116,958
|
|
$
|
4,697,683
|
|
$
|
3,806,787
|
|
Natural gas distribution
|
885,550
|
|
842,685
|
|
813,471
|
|
|||
Other
|
1,130
|
|
1,268
|
|
518
|
|
|||
Total
|
$
|
6,003,638
|
|
$
|
5,541,636
|
|
$
|
4,620,776
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS
|
|||||||||
Balance at beginning of year
|
$
|
6,549
|
|
$
|
12,946
|
|
$
|
15,048
|
|
|
|
|
|
||||||
Additions:
|
|
|
|
||||||
Charged to income
|
2,244
|
|
1,415
|
|
4,269
|
|
|||
Recoveries and adjustments
|
(1,463
|
)
|
(1,262
|
)
|
(1,744
|
)
|
|||
|
|
|
|
||||||
Net additions
|
781
|
|
153
|
|
2,525
|
|
|||
|
|
|
|
||||||
Less uncollectible accounts written off
|
(1,636
|
)
|
(6,550
|
)
|
(4,627
|
)
|
|||
|
|
|
|
||||||
Balance at end of year
|
$
|
5,694
|
|
$
|
6,549
|
|
$
|
12,946
|
|
Years ended December 31, (in thousands)
|
2013
|
2012
|
2011
|
||||||
|
|
|
|
||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS
|
|||||||||
Balance at beginning of year
|
$
|
5,700
|
|
$
|
12,100
|
|
$
|
14,200
|
|
|
|
|
|
||||||
Additions:
|
|
|
|
||||||
Charged to income
|
2,243
|
|
1,409
|
|
4,202
|
|
|||
Recoveries and adjustments
|
(1,469
|
)
|
(1,263
|
)
|
(1,745
|
)
|
|||
|
|
|
|
||||||
Net additions
|
774
|
|
146
|
|
2,457
|
|
|||
|
|
|
|
||||||
Less uncollectible accounts written off
|
(1,474
|
)
|
(6,546
|
)
|
(4,557
|
)
|
|||
|
|
|
|
||||||
Balance at end of year
|
$
|
5,000
|
|
$
|
5,700
|
|
$
|
12,100
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
i
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Energen Corporation;
|
ii
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of Energen Corporation are being made only in accordance with authorization of management and directors of Energen Corporation; and
|
iii
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
i
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Alabama Gas Corporation;
|
ii
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of Alabama Gas Corporation are being made only in accordance with authorization of management and directors of Alabama Gas Corporation; and
|
iii
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
•
|
The principal accounting officer who overrode the control has separated from Alabama Gas Corporation
|
•
|
A qualified successor principal accounting officer has been elected by the Alabama Gas Corporation Board of Directors
|
•
|
In addition to an ongoing annual training process, the importance of adherence to Alabama Gas Corporation’s statement of principles and business conduct guidelines as well as compliance with applicable accounting and reporting principles was reviewed and reinforced with key accounting personnel
|
•
|
The importance of timely, complete and accurate recording of expenses was reviewed and reinforced with the Alabama Gas Corporation officers
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
Number of Securities to be Issued for Outstanding Options and Performance Share Awards
|
Weighted Average Exercise Price
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
|||
Equity compensation plans approved by security holders*
|
1,191,044
|
|
$
|
51.06
|
|
3,754,816
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
Total
|
1,191,044
|
|
$
|
51.06
|
|
3,754,816
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedules
|
Exhibit
|
|
Number
|
Description
|
|
|
*3(a)
|
Restated Certificate of Incorporation of Energen Corporation (composite, as amended April 29, 2005) which was filed as Exhibit 3(a) to Energen’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005
|
|
|
*3(b)
|
Articles of Amendment to Restated Certificate of Incorporation of Energen, designating Series 1998 Junior Participating Preferred Stock (July 27, 1998) which was filed as Exhibit 4(b) to Energen’s Post Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-00395)
|
|
|
*3(c)
|
Bylaws of Energen Corporation (as amended through July 23, 2008) which was filed as Exhibit 99.1 to Energen’s Current Report on Form 8-K, dated July 25, 2008
|
|
|
*3(d)
|
Articles of Amendment and Restatement of the Articles of Incorporation of Alabama Gas Corporation, dated September 27, 1995, which was filed as Exhibit 3(i) to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 1995
|
|
|
*3(e)
|
Bylaws of Alabama Gas Corporation (as amended through October 24, 2007) which was filed as Exhibit 3 to Energen’s Quarterly Report on Form 10-Q for the period ended October 31, 2007
|
|
|
*4(a)
|
Form of Indenture between Energen Corporation and The Bank of New York, as Trustee, which was dated as of September 1, 1996 (the “Energen 1996 Indenture”), and which was filed as Exhibit 4(i) to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-11239)
|
|
|
*4(a)(i)
|
Officers’ Certificate, dated September 13, 1996, pursuant to Section 301 of the Energen 1996 Indenture setting forth the terms of the Series A Notes which was filed as Exhibit 4(d)(i) to Energen’s Annual Report on Form 10-K for the year ended September 30, 2001
|
|
|
*4(a)(ii)
|
Officers’ Certificate, dated July 8, 1997, pursuant to Section 301 of the Energen 1996 Indenture amending the terms of the Series A Notes which was filed as Exhibit 4(d)(ii) to Energen’s Annual Report on Form 10-K for the year ended September 30, 2001
|
|
|
*4(a)(iii)
|
Amended and Restated Officers’ Certificate, dated February 27, 1998, setting forth the terms of the Series B Notes which was filed as Exhibit 4(d)(iii) to Energen’s Annual Report on Form 10-K for the year ended September 30, 2001
|
|
|
*4(a)(iv)
|
Officers’ Certificate, dated August 5, 2011, pursuant to Section 301 of the Energen 1996 Indenture setting forth the terms of the 4.65 percent Senior Notes due September 1, 2021, which was filed as Exhibit 4.1 to Energen’s Current Report on Form 8-K, dated August 5, 2011
|
|
|
*4(b)
|
Indenture dated as of November 1, 1993, between Alabama Gas Corporation and NationsBank of Georgia, National Association, Trustee, (“Alagasco 1993 Indenture”), which was filed as Exhibit 4(k) to Alabama Gas Corporations’ Registration Statement on Form S-3 (Registration No. 33-70466)
|
|
|
*4(b)(i)
|
Officers’ Certificate, dated January 14, 2005, pursuant to Section 301 of the Alabama Gas Corporation 1993 Indenture setting forth the terms of the 5.70 percent Notes due January 15, 2035, which was filed as Exhibit 4.3 to Alabama Gas Corporations’ Current Report on Form 8-K filed January 14, 2005
|
|
|
*4(b)(ii)
|
Officers’ Certificate, dated January 14, 2005, pursuant to Section 301 of the Alabama Gas Corporation 1993 Indenture setting forth the terms of the 5.20 percent Notes due January 15, 2020, which was filed as Exhibit 4.4 to Alabama Gas Corporations’ Current Report on Form 8-K filed January 14, 2005
|
|
|
*10(l)
|
Service Agreement between Transcontinental Gas Pipeline Corporation and Transco Energy Marketing Company as Agent for Alabama Gas Corporation, dated August 1, 1991 which was filed as Exhibit 3(e) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2003
|
|
|
*10(m)
|
Amendment to Service Agreement between Transcontinental Gas Pipeline Corporation and Alabama Gas Corporation, dated December 2, 2005, which was filed as Exhibit 10(e) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2005
|
|
|
*10(n)
|
Form of Executive Retirement Supplement Agreement between Energen Corporation and its executive officers (as revised October 2000) which was filed as Exhibit 10(c) to Energen’s Annual Report on Form 10-K for the year ended September 30, 2000
|
|
|
10(o)
|
Form of Amendment to Executive Retirement Supplement Agreement between Energen Corporation and its executive officers, dated December 12, 2007
|
|
|
*10(p)
|
Form of Severance Compensation Agreement between Energen Corporation and its executive officers which was filed as Exhibit 10.3 to Energen’s Current Report on Form 8-K filed December 13, 2012
|
|
|
*10(q)
|
Energen Corporation Stock Incentive Plan (as amended effective December 11, 2013) which was filed as Exhibit 10.1 to Energen’s Current Report on Form 8-K filed December 12, 2013
|
|
|
*10(r)
|
Form of Stock Option Agreement under the Energen Corporation Stock Incentive Plan which was filed as Exhibit 10(r) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
|
*10(s)
|
Form of Restricted Stock Agreement under the Energen Corporation Stock Incentive Plan which was filed as Exhibit 10(s) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
|
*10(t)
|
Form of Restricted Stock Unit Agreement under the Energen Corporation Stock Incentive Plan which was filed as Exhibit 10.2 to Energen’s Current Report on Form 8-K filed December 12, 2013
|
|
|
*10(u)
|
Form of Performance Share Award under the Energen Corporation Stock Incentive Plan which was filed as Exhibit 10(t) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
|
*10(v)
|
Energen Corporation 1997 Deferred Compensation Plan (as amended December 12, 2012) which was filed as Exhibit 10(u) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
|
*10(w)
|
Energen Corporation Directors Stock Plan (as amended April 28, 2010) which was filed as an attachment to Energen’s definitive Proxy Statement on Schedule 14A , filed March 19, 2010
|
|
|
*10(x)
|
Energen Corporation Annual Incentive Compensation Plan, as amended effective January 1, 2013, which was filed as Exhibit 10.1 to Energen’s Current Report on Form 8-K, filed December 13, 2012
|
|
|
21
|
Subsidiaries of Energen Corporation and Alabama Gas Corporation
|
|
|
23(a)
|
Consent of Registered Public Accounting Firm (PricewaterhouseCoopers LLP)
|
|
|
23(b)
|
Consent of Independent Oil and Gas Reservoir Engineers (Ryder Scott Company, L.P.)
|
|
|
23(c)
|
Consent of Independent Oil and Gas Reservoir Engineers (T. Scott Hickman and Associates, Inc.)
|
|
|
24
|
Power of Attorney
|
|
|
31(a)
|
Energen Corporation Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)
|
|
|
31(b)
|
Energen Corporation Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
|
March 3, 2014
|
|
By /s/ J.T. McManus, II
|
|
|
J.T. McManus, II
|
|
|
Chairman, Chief Executive Officer and President of
Energen Corporation; Chairman and Chief Executive
Officer of Alabama Gas Corporation; Director
|
TYPE
|
|
SERVICE
TYPE
CODE
|
|
MSQ
(Mcf)
|
|
MDIQ
(Mcf)
(1)
|
|
MDWQ
(Mcf)
(1)
|
|
START
DATE
|
|
PRIMARY
TERM
|
|
PRIMARY
NOTICE
REQUIRED
|
|
EVERGREEN
TERM
|
|
EVERGREEN
NOTICE
REQUIRED
|
Company'
s
Mu
l
d
o
n Storage Field
located in Monroe County, Mississippi,
and/or the Bear Creek Storage Field
located in Bienville Parish, Louisiana
|
|
1
|
|
12,464,074
|
|
95,878
|
|
251,679
|
|
1-Nov-1993
|
|
31-Aug-2017
|
|
365 DAYS
|
|
YEARLY
|
|
365 DAYS
|
Total Maximum Storage Quantity (Mcf):
|
|
12,464,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dudley C. Reynolds
|
By:
|
/s/ Janice H. Parker
|
|
|
ALABAMA GAS CORPORATION
|
|
SOUTHERN NATURAL GAS COMPANY, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date: __
_1/15/14_
_____________________
|
|
|
|
|
|
Supersedes the previous Exhibit A
|
|
|
|
SERVICE
|
|
SERVICE
|
|
RECEIPT POINTS
|
|
MDRQ
|
|||
TYPE
|
|
TYPE CODE
|
|
PRINT CODE
|
|
POINT NAME
|
|
(MCF)
|
|
FT
|
|
29
|
|
605500
|
|
COLUMBIA GULF - SHADYSIDE TO SNG
|
|
16,129
|
|
|
|
|
|
605400
|
|
SESH-CENTERPOINT TO SNG
|
|
16,931
|
|
|
|
|
|
|
|
TOTAL PKG
|
|
33,060
|
|
|
|
|
|
|
|
|
|
|
|
FT
|
|
31
|
|
605400
|
|
DUNCANVILLE - ENTERPRISE TO SNG
|
|
2,057
|
|
|
|
|
|
606400
|
|
SESH - CENTERPOlNT TO SNG
|
|
2,159
|
|
|
|
|
|
|
|
TOTAL PKG
|
|
4,216
|
|
|
|
|
|
|
|
|
|
|
|
FT
|
|
42
|
|
060000
|
|
ELBA TO SNG
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
FT
|
|
50
|
|
605500
|
|
COLUMBIA GULF - SHADYSIDE TO SNG
|
|
12,641
|
|
|
|
|
|
606500
|
|
SESH - GULF SOUTH TO SNG
|
|
9,646
|
|
|
|
|
|
605400
|
|
DUNCANVILLE - ENTERPRISE TO SNG
|
|
22,943
|
|
|
|
|
|
|
|
TOTAL PKG
|
|
45,230
|
|
|
|
|
|
|
|
|
|
|
|
FT
|
|
51
|
|
605500
|
|
COLUMBIA GULF - SHADYSIDE TO SNG
|
|
208
|
|
|
|
|
|
606400
|
|
SESH - CENTERPOINT TO SNG
|
|
219
|
|
|
|
|
|
|
|
|
|
427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CONTRACT
|
|
112,933
|
|
By:
|
/s/ Dudley C. Reynolds
|
By:
|
/s/ Janice H. Parker
|
|
|
ALABAMA GAS CORPORATION
|
|
SOUTHERN NATURAL GAS COMPANY, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date: 10/01/2013
|
|
|
|
|
|
Supersedes the previous Exhibit A
|
|
|
|
|
|
|
|
PRIMARY
|
|
EVERGREEN
|
|
|
|
|
HOURLY
|
|
SERVICE
|
SERVICE
|
START
|
PRIMARY
|
NOTICE
|
EVERGREEN
|
NOTICE
|
DELIVERY POINTS
|
MDDQ
|
CONTRACT
|
FLOW RATE
|
||
TYPE
|
TYPE CODE
|
DATE
|
TERM
|
REQUIRED
|
TERM
|
REQUIRED
|
POINT CODE
|
POINT NAME
|
(MCF)/Mo
|
PRESSURE
|
ENTITLEMENT
|
|
FT
|
29
|
1-May-04
|
31-Aug-17
|
365 DAYS
|
YEARLY
|
365 DAYS
|
658500
|
ALA - BIRMINGHAM AREA
|
17,060
|
|
|
|
|
|
|
|
|
|
|
940002
|
ALA - TUSCALOOSA AREA
|
15,000
|
|
|
|
|
|
|
|
|
|
|
940006
|
ALA - TALLADEGA AREA
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
33,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FT
|
31
|
1-May-04
|
31-Aug-17
|
365 DAYS
|
YEARLY
|
365 DAYS
|
940035
|
ALA - JASPER AREA
|
4,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FT |
42 |
1-0ct-13 |
31-Aug-17 |
540 DAYS |
YEARLY |
365 DAYS |
940022 |
ALA - MONTGOMERY AREA |
30,000 Oct. 2013 - Mar. 2014
30,000 Nov. - Mar. thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FT |
50 |
1-0ct-13 |
31-Aug-17 |
365 DAYS |
YEARLY |
365 DAYS |
654700 |
ALA - GADSDEN AREA |
5,405 |
|
|
|
|
|
|
|
|
|
|
658500
|
ALA - BIRMINGHAM AREA
|
13,729
|
|
|
|
|
|
|
|
|
|
|
659700
|
ALA - ANNISTON AREA
|
5,921
|
|
|
|
|
|
|
|
|
|
|
659900
|
ALA - DEMOPOLIS AREA
|
1,091
|
|
|
|
|
|
|
|
|
|
|
817400
|
ALA - BRENT & CENTERVILLE
|
197
|
|
|
|
|
|
|
|
|
|
|
909700
|
ALA - PHENIX CITY AREA
|
1,474
|
|
|
|
|
|
|
|
|
|
|
940002
|
ALA - TUSCALOOSA AREA
|
3,438
|
|
|
|
|
|
|
|
|
|
|
940005
|
ALA - LINCOLN AREA
|
311
|
|
|
|
|
|
|
|
|
|
|
940006
|
ALA - TALLADEGA AREA
|
835
|
|
|
|
|
|
|
|
|
|
|
940011
|
ALA - OPELIKA AREA
|
3,459
|
|
|
|
|
|
|
|
|
|
|
940021
|
ALA - FAIRFAX-SHAWMUT AREA
|
931
|
|
|
|
|
|
|
|
|
|
|
940022
|
ALA - MONTGOMERY AREA
|
4,878
|
|
|
|
|
|
|
|
|
|
|
940023
|
ALA - SELMA AREA
|
1,704
|
|
|
|
|
|
|
|
|
|
|
940024
|
ALA - TUSKEGEE AREA
|
1,327
|
|
|
|
|
|
|
|
|
|
|
940035
|
ALA - JASPER AREA
|
178
|
|
|
|
|
|
|
|
|
|
|
940046
|
ALA - REFORM AREA
|
98
|
|
|
|
|
|
|
|
|
|
|
940056
|
ALA - PELL CITY AREA
|
254
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
45,230
|
|
|
|
By:
|
/s/ Amy W. Stewart
|
By:
|
/s/ Janice H. Parker
|
|
|
ALABAMA GAS CORPORATION
|
|
SOUTHERN NATURAL GAS COMPANY, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
Effective Date: November 1, 2013
|
|
|
|
|
|
Supersedes the previous Exhibit A
|
|
|
|
|
|
Service Agreement No. FSNG1
|
|
EXHIBIT B
|
Effective: November 1, 2013
|
|
|
Supersedes the Previous Exhibit B
|
|
|
|
|
|
|
|
For Information Purposes Only
|
|||||||||
|
|
|
|
|
|
|
Meter Station Design Capability
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Pressure
|
||||||
|
|
Meter
|
|
Hourly
|
Daily
|
|
|
Max
|
Max
|
Used for
|
||||||
Point
|
Point
|
Station
|
MDDQ
|
Flow Rate
|
Delivery
|
Contract
|
Line Pressure
|
Delivery
|
Hourly
|
Station
|
||||||
Name
|
Code
|
Code
|
(Mcf)/Mo.
|
Entitlement
|
Capacity
|
Pressure
|
Information
|
Capability
|
Capability
|
Capability
|
||||||
Gadsden Area
|
654700
|
|
33,000
|
|
1,980
|
|
|
|
|
|
|
|
||||
Ragland
|
|
841200
|
|
|
333
|
|
50
|
|
700
|
|
29
|
|
50
|
|
||
Ashville
|
|
841400
|
|
|
714
|
|
Line
|
>100#
|
47,000
|
|
1,958
|
|
430
|
|
||
Gadsden 5
|
|
841900
|
|
|
683
|
|
195
|
|
1,500
|
|
63
|
|
190
|
|
||
Gadsden 1
|
|
842200
|
|
|
19,616
|
|
145
|
|
110,000
|
|
4,583
|
|
145
|
|
||
Gadsden 2
|
|
842300
|
|
|
3,502
|
|
145
|
|
10,000
|
|
417
|
|
145
|
|
||
Gadsden 3
|
|
842400
|
|
|
3,162
|
|
Line
|
>150#
|
18,200
|
|
758
|
|
250
|
|
||
Gadsden 4
|
|
843000
|
|
|
3,131
|
|
145
|
|
15,950
|
|
665
|
|
470
|
|
||
Gadsden 6
|
|
843600
|
|
|
1,859
|
|
150
|
|
3,244
|
|
135
|
|
140
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Birmingham Area
|
658500
|
|
102,067
|
|
6,124
|
|
|
|
|
|
|
|
||||
Oak Grove
|
|
821200
|
|
|
290
|
|
100
|
|
1,200
|
|
50
|
|
100
|
|
||
Forestdale
|
|
821800
|
|
|
1,472
|
|
150
|
|
4,000
|
|
167
|
|
250
|
|
||
North B'ham
|
|
822600
|
|
|
13,868
|
|
Line
|
200# - 300#
|
126,675
|
|
5,278
|
|
350
|
|
||
Tarrant
|
|
822800
|
|
|
2,467
|
|
Line
|
>150#
|
37,000
|
|
1,542
|
|
320
|
|
||
Roebuck
|
|
825700
|
|
|
19,487
|
|
Line
|
>425#
|
125,233
|
|
5,218
|
|
475
|
|
||
Leeds #1
|
|
826400
|
|
|
2,228
|
|
75
|
|
7,400
|
|
308
|
|
75
|
|
||
Leeds #2
|
|
826500
|
|
|
2,974
|
|
300
|
|
14,000
|
|
583
|
|
300
|
|
||
Lehigh Portland
|
|
826700
|
|
|
—
|
|
Line
|
|
13,400
|
|
558
|
|
100
|
|
||
Pleasant Grove
|
|
828600
|
|
|
6,405
|
|
Line
|
>575#
|
34,000
|
|
1,417
|
|
575
|
|
|
|
|
|
|
|
|
For Information Purposes Only
|
|||||||||
|
|
|
|
|
|
|
Meter Station Design Capability
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Pressure
|
||||||
|
|
Meter
|
|
Hourly
|
Daily
|
|
|
Max
|
Max
|
Used for
|
||||||
Point
|
Point
|
Station
|
MDDQ
|
Flow Rate
|
Delivery
|
Contract
|
Line Pressure
|
Delivery
|
Hourly
|
Station
|
||||||
Name
|
Code
|
Code
|
(Mcf)/Mo.
|
Entitlement
|
Capacity
|
Pressure
|
Information
|
Capability
|
Capability
|
Capability
|
||||||
Bessemer #1
|
|
829200
|
|
|
5,560
|
|
Line
|
>560#
|
38,300
|
|
1,596
|
|
560
|
|
||
Bessemer #2
|
|
829300
|
|
|
3,453
|
|
Line
|
>485#
|
39,000
|
|
1,625
|
|
485
|
|
||
Genery Gap
|
|
830400
|
|
|
15,669
|
|
Line
|
>370#
|
97,500
|
|
4,063
|
|
500
|
|
||
Helena-Alagas
|
|
830900
|
|
|
3,767
|
|
Line
|
>325#
|
18,300
|
|
763
|
|
340
|
|
||
Helena #2
|
|
831000
|
|
|
—
|
|
Line
|
>325#
|
25,800
|
|
1,075
|
|
325
|
|
||
Alabaster #1
|
|
831400
|
|
|
879
|
|
Line
|
>335#
|
8,800
|
|
367
|
|
340
|
|
||
Alabaster #2
|
|
831500
|
|
|
975
|
|
Line
|
>340#
|
3,800
|
|
158
|
|
340
|
|
||
Alabaster #3
|
|
831600
|
|
|
618
|
|
Line
|
>330#
|
11,090
|
|
462
|
|
330
|
|
||
Columbiana
|
|
832600
|
|
|
1,184
|
|
100
|
|
3,700
|
|
154
|
|
140
|
|
||
Montevallo
|
|
833400
|
|
|
1,660
|
|
Line
|
>150#
|
8,756
|
|
365
|
|
340
|
|
||
Ensley
|
|
837400
|
|
|
6,902
|
|
Line
|
>150#
|
67,300
|
|
2,804
|
|
315
|
|
||
Barrett Co
|
|
838100
|
|
|
396
|
|
50
|
|
720
|
|
30
|
|
150
|
|
||
Bullock
|
|
838300
|
|
|
162
|
|
50
|
|
720
|
|
30
|
|
150
|
|
||
Harbison Walker
|
|
838700
|
|
|
697
|
|
200
|
|
3,120
|
|
130
|
|
174
|
|
||
Fairfield
|
|
839200
|
|
|
10,954
|
|
Line
|
>175#
|
48,900
|
|
2,038
|
|
315
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Anniston Area
|
659700
|
|
36,150
|
|
2,169
|
|
|
|
|
|
|
|
||||
Anniston #1
|
|
845600
|
|
|
12,081
|
|
110
|
|
42,800
|
|
1,783
|
|
100
|
|
||
Anniston #2
|
|
845700
|
|
|
4,776
|
|
150
|
|
50,500
|
|
2,104
|
|
120
|
|
||
Anniston #3
|
|
845800
|
|
|
17,671
|
|
250
|
|
55,500
|
|
2,313
|
|
250
|
|
||
Heflin
|
|
847000
|
|
|
1,031
|
|
55
|
|
1,600
|
|
67
|
|
55
|
|
||
Chocoloco
|
|
848100
|
|
|
591
|
|
Line
|
|
11,600
|
|
483
|
|
400
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Demopolis Area
|
659900
|
|
6,664
|
|
400
|
|
|
|
|
|
|
|
||||
Demopolis #1
|
|
801400
|
|
|
727
|
|
60
|
|
3,400
|
|
142
|
|
60
|
|
||
Demopolis #2
|
|
801500
|
|
|
2,001
|
|
75
|
|
3,900
|
|
163
|
|
75
|
|
||
Greensboro
|
|
802400
|
|
|
1,534
|
|
200
|
|
2,900
|
|
121
|
|
200
|
|
|
|
|
|
|
|
|
For Information Purposes Only
|
|||||||||
|
|
|
|
|
|
|
Meter Station Design Capability
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Pressure
|
||||||
|
|
Meter
|
|
Hourly
|
Daily
|
|
|
Max
|
Max
|
Used for
|
||||||
Point
|
Point
|
Station
|
MDDQ
|
Flow Rate
|
Delivery
|
Contract
|
Line Pressure
|
Delivery
|
Hourly
|
Station
|
||||||
Name
|
Code
|
Code
|
(Mcf)/Mo.
|
Entitlement
|
Capacity
|
Pressure
|
Information
|
Capability
|
Capability
|
Capability
|
||||||
Uniontown
|
|
802600
|
|
|
700
|
|
125
|
|
1,900
|
|
79
|
|
125
|
|
||
Marion
|
|
803400
|
|
|
1,702
|
|
165
|
|
3,000
|
|
125
|
|
165
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Selma Area
|
940023
|
|
10,402
|
|
624
|
|
|
|
|
|
|
|
||||
Selma #1
|
|
803700
|
|
|
575
|
|
275
|
|
28,800
|
|
1,200
|
|
245
|
|
||
Selma #2
|
|
803800
|
|
|
9,827
|
|
600
|
|
34,400
|
|
1,433
|
|
600
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Phenix City Area
|
909700
|
|
9,000
|
|
540
|
|
|
|
|
|
|
|
||||
Phenix City #1
|
|
810600
|
|
|
4,565
|
|
Line
|
<175#
|
22,400
|
|
933
|
|
175
|
|
||
Phenix City #2
|
|
810700
|
|
|
2,726
|
|
200
|
|
7,000
|
|
292
|
|
200
|
|
||
Phenix City #3
|
|
810800
|
|
|
1,709
|
|
Line
|
<200#
|
10,800
|
|
450
|
|
175
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tuscaloosa Area
|
940002
|
|
35,992
|
|
2,160
|
|
|
|
|
|
|
|
||||
Tuscaloosa #1
|
|
816400
|
|
|
14,184
|
|
Line
|
250# - 400#
|
141,300
|
|
5,888
|
|
340
|
|
||
Tuscaloosa #2
|
|
816500
|
|
|
15,503
|
|
Line
|
>300#
|
29,200
|
|
1,217
|
|
440
|
|
||
Tuscaloosa #3
|
|
816600
|
|
|
6,305
|
|
125
|
|
12,527
|
|
522
|
|
175
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln Area
|
940005
|
|
1,900
|
|
114
|
|
|
|
|
|
|
|
||||
Vincent
|
|
827800
|
|
|
905
|
|
200
|
|
1,500
|
|
63
|
|
200
|
|
||
Lincoln #2
|
|
828200
|
|
|
615
|
|
250
|
|
1,343
|
|
56
|
|
250
|
|
||
Riverside East
|
|
844800
|
|
|
100
|
|
100
|
|
300
|
|
13
|
|
180
|
|
||
Lincoln #1
|
|
845000
|
|
|
280
|
|
48
|
|
1,000
|
|
42
|
|
48
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Talladega Area
|
940006
|
|
6,100
|
|
366
|
|
|
|
|
|
|
|
||||
Talladega Raceway
|
|
845400
|
|
|
313
|
|
200
|
|
6,288
|
|
262
|
|
55
|
|
||
Talladega #1
|
|
847600
|
|
|
3,461
|
|
50
|
|
20,000
|
|
833
|
|
50
|
|
||
Talladega #2
|
|
847700
|
|
|
2,326
|
|
148
|
|
14,000
|
|
583
|
|
145
|
|
|
|
|
|
|
|
|
For Information Purposes Only
|
|||||||||
|
|
|
|
|
|
|
Meter Station Design Capability
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Pressure
|
||||||
|
|
Meter
|
|
Hourly
|
Daily
|
|
|
Max
|
Max
|
Used for
|
||||||
Point
|
Point
|
Station
|
MDDQ
|
Flow Rate
|
Delivery
|
Contract
|
Line Pressure
|
Delivery
|
Hourly
|
Station
|
||||||
Name
|
Code
|
Code
|
(Mcf)/Mo.
|
Entitlement
|
Capacity
|
Pressure
|
Information
|
Capability
|
Capability
|
Capability
|
||||||
Opelika Area
|
940011
|
|
21,115
|
|
1,267
|
|
|
|
|
|
|
|
||||
Lochapoka
|
|
809500
|
|
|
1,197
|
|
Line
|
|
14,640
|
|
610
|
|
500
|
|
||
Auburn
|
|
812600
|
|
|
8,704
|
|
125
|
|
10,872
|
|
453
|
|
250
|
|
||
Opelika #1
|
|
813400
|
|
|
5,132
|
|
Line
|
<600#
|
15,000
|
|
625
|
|
525
|
|
||
Opelika #2
|
|
813500
|
|
|
387
|
|
Line
|
<600#
|
17,136
|
|
714
|
|
575
|
|
||
Opelika #3
|
|
813600
|
|
|
5,695
|
|
Line
|
|
48,500
|
|
2,021
|
|
1,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Fairfax/Shaw Area
|
940021
|
|
5,682
|
|
341
|
|
|
|
|
|
|
|
||||
Fairfax Mills-WP
|
|
814400
|
|
|
83
|
|
Line
|
|
3,384
|
|
141
|
|
47
|
|
||
Fairfax City
|
|
814500
|
|
|
1,934
|
|
100
|
|
3,700
|
|
154
|
|
100
|
|
||
Shawmut- Lang
|
|
815200
|
|
|
2,583
|
|
Line
|
< 600#
|
17,400
|
|
725
|
|
400
|
|
||
LaFayette
|
|
814200
|
|
|
1,082
|
|
150
|
|
3,400
|
|
142
|
|
150
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Montgomery Area
|
940022
|
|
59,782
|
|
3,587
|
|
|
|
|
|
|
|
||||
Montgomery #2
|
|
805100
|
|
|
3,325
|
|
600
|
|
62,250
|
|
2,594
|
|
575
|
|
||
Montgomery #3
|
|
805200
|
|
|
1,015
|
|
175
|
|
10,400
|
|
433
|
|
240
|
|
||
Montgomery #4
|
|
805300
|
|
|
8,341
|
|
Line
|
|
83,340
|
|
3,473
|
|
850
|
|
||
Montgomery #5
|
|
805400
|
|
|
15,000
|
|
700 to 720
|
|
93,100
|
|
3,879
|
|
700
|
|
||
Montgomery #6
|
|
805500
|
|
|
31,595
|
|
700 to 720
|
|
120,700
|
|
5,029
|
|
700
|
|
||
Russell Mills
|
|
806000
|
|
|
261
|
|
Line
|
|
10,200
|
|
425
|
|
450
|
|
||
Eclectic
|
|
806800
|
|
|
245
|
|
100
|
|
2,500
|
|
104
|
|
430
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Tuskegee Area
|
940024
|
|
8,103
|
|
486
|
|
|
|
|
|
|
|
||||
Tuskegee #1
|
|
808800
|
|
|
6,466
|
|
100
|
|
12,200
|
|
508
|
|
100
|
|
||
Tuskegee #2
|
|
808900
|
|
|
1,314
|
|
Line
|
|
18,000
|
|
750
|
|
500
|
|
||
Notasulga
|
|
809400
|
|
|
323
|
|
175
|
|
700
|
|
29
|
|
145
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Information Purposes Only
|
|||||||||
|
|
|
|
|
|
|
Meter Station Design Capability
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
Pressure
|
||||||
|
|
Meter
|
|
Hourly
|
Daily
|
|
|
Max
|
Max
|
Used for
|
||||||
Point
|
Point
|
Station
|
MDDQ
|
Flow Rate
|
Delivery
|
Contract
|
Line Pressure
|
Delivery
|
Hourly
|
Station
|
||||||
Name
|
Code
|
Code
|
(Mcf)/Mo.
|
Entitlement
|
Capacity
|
Pressure
|
Information
|
Capability
|
Capability
|
Capability
|
||||||
Jasper
|
940035
|
|
5,300
|
|
318
|
|
|
|
|
|
|
|
||||
Jasper #1
|
|
835600
|
|
|
4,627
|
|
150
|
|
22,800
|
|
950
|
|
150
|
|
||
Parrish Oak
|
|
836201
|
|
|
673
|
|
144
|
|
1,700
|
|
71
|
|
144
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Pell City Area
|
940056
|
|
1,553
|
|
93
|
|
|
|
|
|
|
|
||||
Eden
|
|
827200
|
|
|
250
|
|
75
|
|
700
|
|
29
|
|
75
|
|
||
Pell City
|
|
827400
|
|
|
742
|
|
70
|
|
1,600
|
|
67
|
|
200
|
|
||
Oak Ridge
|
|
827600
|
|
|
561
|
|
70
|
|
900
|
|
38
|
|
70
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Reform Area
|
940046
|
|
600
|
|
36
|
|
|
|
|
|
|
|
||||
Reform
|
|
818800
|
|
|
590
|
|
48
|
|
1,000
|
|
42
|
|
48
|
|
||
Reform #2
|
|
819400
|
|
|
10
|
|
150
|
|
700
|
|
29
|
|
150
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Brent/Centerville
|
817400
|
|
1,200
|
|
72
|
|
1,200
|
|
200
|
|
3,576
|
|
149
|
|
200
|
|
Plant Miller
|
834100
|
|
2
|
|
—
|
|
2
|
|
115
|
|
41,640
|
|
1,735
|
|
140
|
|
Farm Taps
|
847900
|
|
—
|
|
—
|
|
|
Line
|
|
NA
|
|
NA
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GRAND TOTAL:
|
|
|
344,612
|
|
20,677
|
|
344,612
|
|
|
|
|
|
|
1.
|
I have reviewed this report on Form 10-K of Energen Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 3, 2014
|
|
By
|
/s/ J. T. McManus, II
|
|
|
|
J. T. McManus, II Chairman and Chief Executive Officer of Energen Corporation
|
1.
|
I have reviewed this report on Form 10-K of Energen Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 3, 2014
|
|
By
|
/s/ Charles W. Porter, Jr.
|
|
|
|
Charles W. Porter, Jr. Vice President, Chief Financial Officer and Treasurer
of Energen Corporation |
1.
|
I have reviewed this report on Form 10-K of Alabama Gas Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 3, 2014
|
|
By
|
/s/ J. T. McManus, II
|
|
|
|
J. T. McManus, II Chairman and Chief Executive Officer of Alabama Gas Corporation
|
1.
|
I have reviewed this report on Form 10-K of Alabama Gas Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 3, 2014
|
|
By
|
/s/ Charles W. Porter, Jr.
|
|
|
|
Charles W. Porter, Jr. Vice President, Chief Financial Officer and Treasurer
of Alabama Gas Corporation |
By
|
/s/ J. T. McManus, II
|
|
J. T. McManus, II
Chairman, Chief Executive
Officer and President of Energen
Corporation
|
|
|
By
|
/s/ Charles W. Porter, Jr.
|
|
Charles W. Porter, Jr.
Vice President, Chief Financial
Officer and Treasurer of Energen
Corporation
|
By
|
/s/ J. T. McManus, II
|
|
J. T. McManus, II
Chairman and Chief Executive
Officer of Alabama Gas
Corporation
|
|
|
By
|
/s/ Charles W. Porter, Jr.
|
|
Charles W. Porter, Jr.
Vice President, Chief Financial
Officer and Treasurer of Alabama
Gas Corporation
|
\s\ Joseph E. Blankenship
|
Joseph E. Blankenship, P.E.
|
TBPE License No. 62093
|
Senior Vice President
|
Audited by Ryder Scott
|
Reserve Class and Category
|
|
Percent of Liquid Hydrocarbons
|
|
Percent of Gas
|
|
Percent of
Oil Equivalent
|
|
|
|
|
|
|
|
Total Proved
|
|
94
|
|
72
|
|
86
|
Proved Developed
|
|
90
|
|
68
|
|
81
|
Proved Undeveloped
|
|
100
|
|
100
|
|
100
|
As of December 31, 2013
|
|
|
Proved
|
||||||
|
|
Developed
|
|
|
|
Total
|
||
|
|
Producing
|
|
Non-Producing
|
|
Undeveloped
|
|
Proved
|
Net Reserves of Properties
Audited by Ryder Scott
|
|
|
|
|
|
|
|
|
Oil/Condensate - Barrels
|
|
104,949,529
|
|
7,071,760
|
|
51,061,131
|
|
163,082,420
|
Plant Products - Barrels
|
|
27,426,697
|
|
1,528,425
|
|
20,920,285
|
|
49,875,407
|
Gas – MMCF
|
|
413,798
|
|
7,683
|
|
96,402
|
|
517,883
|
Total Equivalent Oil - BOE
|
|
201,342,559
|
|
9,880,685
|
|
88,048,416
|
|
299,271,660
|
(1)
|
completion intervals which are open at the time of the estimate, but which have not started producing;
|
(2)
|
wells which were shut-in for market conditions or pipeline connections; or
|
(3)
|
wells not capable of production for mechanical reasons.
|
(i)
|
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
|