Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________ 
FORM 10-Q
__________________________________________________________ 
(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015March 31, 2016
or
¨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: 1-12074
__________________________________________________________ 
STONE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Delaware72-1235413
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
 
625 E. Kaliste Saloom Road 
Lafayette, Louisiana70508
(Address of principal executive offices)(Zip Code)
(337) 237-0410
(Registrant’s telephone number, including area code) 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerýAccelerated filer¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  ý
As of November 3, 2015,May 4, 2016, there were 57,094,06456,864,607 shares of the registrant’s common stock, par value $.01 per share, outstanding.
 



TABLE OF CONTENTS
 
  Page
 
Item 1. 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 6.
 
 



PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
September 30,
2015
 December 31,
2014
March 31,
2016
 December 31,
2015
(Unaudited) (Note 1)(Unaudited) (Note 1)
Assets      
Current assets:      
Cash and cash equivalents$74,474
 $74,488
$367,134
 $10,759
Restricted cash
 177,647
Accounts receivable57,859
 120,359
42,185
 48,031
Fair value of derivative contracts65,700
 139,179
30,222
 38,576
Current income tax receivable
 7,212
46,174
 46,174
Inventory3,709
 3,709
535
 535
Other current assets9,203
 8,118
6,531
 6,346
Total current assets210,945
 530,712
492,781
 150,421
Oil and gas properties, full cost method of accounting:      
Proved9,204,693
 8,817,268
9,481,859
 9,375,898
Less: accumulated depreciation, depletion and amortization(8,199,973) (6,970,631)(8,796,412) (8,603,955)
Net proved oil and gas properties1,004,720
 1,846,637
685,447
 771,943
Unevaluated518,963
 567,365
421,429
 440,043
Other property and equipment, net30,327
 32,340
28,667
 29,289
Fair value of derivative contracts5,734
 14,333
Other assets, net25,623
 27,224
18,257
 18,473
Total assets$1,796,312
 $3,018,611
$1,646,581
 $1,410,169
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable to vendors$66,054
 $132,629
$38,200
 $82,207
Undistributed oil and gas proceeds10,461
 23,232
3,875
 5,992
Accrued interest22,241
 9,022
22,901
 9,022
Deferred taxes
 20,119
Asset retirement obligations42,624
 69,400
23,465
 21,291
Current portion of long-term debt459,201
 
Other current liabilities42,134
 49,505
32,671
 40,712
Total current liabilities183,514
 303,907
580,313
 159,224
Long-term debt1,052,183
 1,041,035
1,063,090
 1,060,955
Deferred taxes
 286,343
Asset retirement obligations243,567
 247,009
209,848
 204,575
Fair value of derivative contracts172
 
Other long-term liabilities25,347
 38,714
18,329
 25,204
Total liabilities1,504,783
 1,917,008
1,871,580
 1,449,958
Commitments and contingencies
 

 
Stockholders’ equity:      
Common stock, $.01 par value; authorized 150,000,000 shares; issued 55,302,325 and 54,884,542 shares, respectively553
 549
Common stock, $.01 par value; authorized 150,000,000 shares; issued 55,806,817 and 55,302,325 shares, respectively558
 553
Treasury stock (16,582 shares, at cost)(860) (860)(860) (860)
Additional paid-in capital1,643,746
 1,633,307
1,650,969
 1,648,189
Accumulated deficit(1,386,967) (614,708)(1,894,407) (1,705,623)
Accumulated other comprehensive income35,057
 83,315
18,741
 17,952
Total stockholders’ equity291,529
 1,101,603
(224,999) (39,789)
Total liabilities and stockholders’ equity$1,796,312
 $3,018,611
$1,646,581
 $1,410,169

 The accompanying notes are an integral part of this balance sheet.


1



STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
 
2015 2014 2015 20142016 2015 
Operating revenue:           
Oil production$105,013
 $123,795
 $324,105
 $404,477
$60,275
 $107,507
 
Natural gas production17,367
 30,154
 72,611
 133,183
15,173
 28,337
 
Natural gas liquids production5,980
 21,014
 29,379
 64,920
4,735
 12,366
 
Other operational income1,392
 2,468
 3,184
 5,515
356
 2,160
 
Derivative income, net2,444
 5,782
 4,871
 2,667
138
 3,128
 
Total operating revenue132,196
 183,213
 434,150
 610,762
80,677
 153,498
 
Operating expenses:           
Lease operating expenses24,244
 43,561
 79,250
 139,918
19,547
 27,577
 
Transportation, processing and gathering expenses18,208
 16,721
 55,851
 45,445
841
 17,703
 
Production taxes2,052
 3,651
 6,394
 9,970
481
 2,515
 
Depreciation, depletion and amortization61,936
 80,291
 226,309
 255,772
61,558
 86,422
 
Write-down of oil and gas properties295,679
 47,130
 1,011,385
 47,130
129,204
 491,412
 
Accretion expense6,498
 6,539
 19,315
 21,827
9,983
 6,409
 
Salaries, general and administrative expenses19,552
 16,286
 52,977
 49,252
13,707
 17,007
 
Incentive compensation expense794
 3,092
 3,621
 10,129
4,979
 1,563
 
Other operational expenses442
 298
 1,612
 510
12,527
 84
 
Total operating expenses429,405
 217,569
 1,456,714
 579,953
252,827
 650,692
 
Income (loss) from operations(297,209) (34,356) (1,022,564) 30,809
Loss from operations(172,150) (497,194) 
Other (income) expenses:           
Interest expense10,872
 10,323
 31,709
 28,593
15,241
 10,365
 
Interest income(47) (169) (235) (505)(114) (122) 
Other income(411) (695) (1,167) (2,124)(298) (143) 
Other expense148
 95
 148
 274
2
 
 
Total other expenses10,562
 9,554
 30,455
 26,238
14,831
 10,100
 
Income (loss) before income taxes(307,771) (43,910) (1,053,019) 4,571
Loss before income taxes(186,981) (507,294) 
Provision (benefit) for income taxes:           
Current(1,074) 
 
Deferred(15,806) (14,495) (280,760) 3,599
2,877
 (179,906) 
Total income taxes(15,806) (14,495) (280,760) 3,599
1,803
 (179,906) 
Net income (loss)$(291,965) $(29,415) $(772,259) $972
Basic earnings (loss) per share$(5.28) $(0.54) $(13.98) $0.02
Diluted earnings (loss) per share$(5.28) $(0.54) $(13.98) $0.02
Net loss$(188,784) $(327,388) 
Basic loss per share$(3.39) $(5.93) 
Diluted loss per share$(3.39) $(5.93) 
Average shares outstanding55,282
 54,866
 55,238
 51,998
55,713
 55,181
 
Average shares outstanding assuming dilution55,282
 54,866
 55,238
 52,139
55,713
 55,181
 
 
The accompanying notes are an integral part of this statement.


2


Table of Contents

STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2015 2014 2015 2014
Net income (loss)$(291,965) $(29,415) $(772,259) $972
Other comprehensive income (loss), net of tax effect:       
Derivatives(5,353) 30,975
 (45,691) 14,620
Foreign currency translation(246) (1,625) (2,567) (1,369)
Comprehensive income (loss)$(297,564) $(65) $(820,517) $14,223
 Three Months Ended
March 31,
 
 2016 2015 
Net loss$(188,784) $(327,388) 
Other comprehensive loss, net of tax effect:    
Derivatives(5,285) (8,858) 
Foreign currency translation6,074
 (3,645) 
Comprehensive loss$(187,995) $(339,891) 
 
The accompanying notes are an integral part of this statement.

3


Table of Contents

STONE ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
Three Months Ended
March 31,
2015 20142016 2015
Cash flows from operating activities:      
Net income (loss)$(772,259) $972
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Net loss$(188,784) $(327,388)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation, depletion and amortization226,309
 255,772
61,558
 86,422
Write-down of oil and gas properties1,011,385
 47,130
129,204
 491,412
Accretion expense19,315
 21,827
9,983
 6,409
Deferred income tax (benefit) provision(280,760) 3,599
Deferred income tax provision (benefit)2,877
 (179,906)
Settlement of asset retirement obligations(59,826) (47,217)(4,667) (17,145)
Non-cash stock compensation expense9,163
 8,409
2,312
 2,640
Non-cash derivative (income) expense10,854
 (2,386)
Non-cash derivative expense192
 1,511
Non-cash interest expense13,210
 12,393
4,635
 4,318
Other non-cash expense6,081
 
Change in current income taxes7,211
 (6)(1,074) 7,188
(Increase) decrease in accounts receivable33,895
 (1,805)
Increase in other current assets(1,090) (10)
Decrease in accounts receivable5,845
 8,206
(Increase) decrease in other current assets(185) 1,883
Decrease in accounts payable(11,592) (3,547)(2,138) (8,657)
Increase (decrease) in other current liabilities(6,753) 37,441
Increase in other current liabilities3,898
 6,889
Other(82) (172)(298) (260)
Net cash provided by operating activities198,980
 332,400
29,439
 83,522
Cash flows from investing activities:      
Investment in oil and gas properties(385,528) (727,488)(129,859) (169,895)
Proceeds from sale of oil and gas properties, net of expenses11,643
 223,299
Investment in fixed and other assets(1,455) (8,790)(496) (662)
Change in restricted funds179,475
 (185,752)1,045
 177,642
Net cash used in investing activities(195,865) (698,731)
Net cash (used in) provided by investing activities(129,310) 7,085
Cash flows from financing activities:      
Proceeds from bank borrowings5,000
 
477,000
 5,000
Repayment of bank borrowings(5,000) 
Net proceeds from issuance of common stock
 225,999
Deferred financing costs
 (3,329)
Repayments of bank borrowings(20,000) (5,000)
Repayments of building loan(95) 
Net payments for share-based compensation(3,127) (7,161)(650) (2,991)
Net cash provided by (used in) financing activities(3,127) 215,509
456,255
 (2,991)
Effect of exchange rate changes on cash(2) (95)(9) 24
Net change in cash and cash equivalents(14) (150,917)356,375
 87,640
Cash and cash equivalents, beginning of period74,488
 331,224
10,759
 74,488
Cash and cash equivalents, end of period$74,474
 $180,307
$367,134
 $162,128
 
The accompanying notes are an integral part of this statement.

4


Table of Contents

STONE ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Note 1 – Interim Financial Statements
 
The condensed consolidated financial statements of Stone Energy Corporation (“Stone”) and its subsidiaries as of September 30, 2015March 31, 2016 and for the three and nine month periods ended September 30,March 31, 2016 and 2015 and 2014 are unaudited and reflect all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 20142015 has been derived from the audited financial statements as of that date contained in our Annual Report on Form 10-K for the year ended December 31, 20142015 (our “2014“2015 Annual Report on Form 10-K”). The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, contained in our 20142015 Annual Report on Form 10-K. The results of operations for the three and nine month periodsperiod ended September 30, 2015March 31, 2016 are not necessarily indicative of future financial results.
 
Note 2 – Going Concern
The accompanying condensed consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the twelve month period following the date of these condensed consolidated financial statements. As such, the accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the company be unable to continue as a going concern.

The level of our indebtedness of $1,544 million and the current commodity price environment have presented challenges as they relate to our ability to comply with the covenants in the agreements governing our indebtedness. At March 31, 2016, we were in compliance with all of our financial covenants under our bank credit facility and the indentures governing our outstanding notes. However, given the lower commodity prices and our reduced hedged position in 2016, we anticipate that we will exceed the Consolidated Funded Debt to consolidated EBITDA financial covenant of 3.75 to 1 set forth in our bank credit agreement at the end of the second quarter of 2016, which would require us to seek a waiver or amendment from our bank lenders. If we are unable to reach an agreement with our banks or find acceptable alternative financing, it may lead to an event of default under our bank credit facility. If following an event of default, the banks were to accelerate repayment under the bank credit facility, it would result in an event of default and may result in the acceleration of our other debt instruments. These conditions raise substantial doubt about our ability to continue as a going concern.

Additionally, on April 13, 2016, our borrowing base under our bank credit facility was reduced from $500 million to $300 million. On that date, we had $457 million of outstanding borrowings and $18.3 million of outstanding letters of credit, or $175.3 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). Our agreement with the banks provides that within 30 days after notification of a borrowing base deficiency, we must elect to cure the borrowing base deficiency through any combination of the following actions: (1) repay amounts outstanding sufficient to cure the deficiency within 10 days after our written election to do so; (2) add additional oil and gas properties acceptable to the banks to the borrowing base and take such actions necessary to grant the banks a mortgage in the properties within 30 days after our written election to do so; and/or (3) arrange to pay the deficiency in six equal monthly installments. We have not taken any action or made an election of actions to be taken to cure the borrowing base deficiency.

We arein discussions with our banks regarding an amendment to our bank credit facility to address the potential covenant issue. We cannot provide any assurances that we will reach an agreement with the lenders under our bank credit facility on a waiver or amendment on a timely basis, or on satisfactory terms, to alleviate any non-compliance with our debt covenants. In addition to our borrowings under our bank credit facility, we have $1,075 million of senior indebtedness, including our 1¾% Senior Convertible Notes due in March 2017 (the "2017 Convertible Notes"). We are in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring, asset sales and a prepackaged or prearranged bankruptcy filing. We cannot provide any assurances that we will be able to complete a private restructuring or asset sales on satisfactory terms to provide the liquidity to restructure or pay down our senior indebtedness.



5


Table of Contents

Note 23 – Earnings Per Share
 
The following table sets forth the calculation of basic and diluted weighted average shares outstanding and earnings per share for the indicated periods:
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
 
2015 2014 2015 20142016 2015 
(In thousands, except per share data)(In thousands, except per share data) 
Income (numerator):           
Basic:           
Net income (loss)$(291,965) $(29,415) $(772,259) $972
Net loss$(188,784) $(327,388) 
Net income attributable to participating securities
 
 
 (22)
 
 
Net income (loss) attributable to common stock - basic$(291,965) $(29,415) $(772,259) $950
Net loss attributable to common stock - basic$(188,784) $(327,388) 
Diluted:           
Net income (loss)$(291,965) $(29,415) $(772,259) $972
Net loss$(188,784) $(327,388) 
Net income attributable to participating securities
 
 
 (22)
 
 
Net income (loss) attributable to common stock - diluted$(291,965) $(29,415) $(772,259) $950
Net loss attributable to common stock - diluted$(188,784) $(327,388) 
Weighted average shares (denominator):           
Weighted average shares - basic55,282
 54,866
 55,238
 51,998
55,713
 55,181
 
Dilutive effect of stock options
 
 
 53

 
 
Dilutive effect of convertible notes
 
 
 88

 
 
Weighted average shares - diluted55,282
 54,866
 55,238
 52,139
55,713
 55,181
 
Basic earnings (loss) per share$(5.28) $(0.54) $(13.98) $0.02
Diluted earnings (loss) per share$(5.28) $(0.54) $(13.98) $0.02
Basic loss per share$(3.39) $(5.93) 
Diluted loss per share$(3.39) $(5.93) 
 
All outstanding stock options were considered antidilutive during the three and nine months ended September 30, 2015March 31, 2016 (approximately 145,000129,000 shares) and during the three months ended September 30, 2014March 31, 2015 (approximately 205,000204,000 shares) because we had a net losslosses for such periods. Stock options that were considered antidilutive because the exercise price of the options exceeded the average price of our common stock totaled approximately 116,000 shares during the nine months ended September 30, 2014.
 
During the three months ended September 30,March 31, 2016 and 2015, and 2014, approximately 19,000504,000 shares and 10,000370,000 shares of our common stock, respectively, were issued from authorized shares upon the lapsing of forfeiture restrictions of restricted stock byfor employees and nonemployee directors. During the nine months ended September 30, 2015 and 2014, approximately 418,000 shares and 382,000 shares of our common stock, respectively, were issued from authorized shares upon the lapsing of forfeiture restrictions of restricted stock by employees and nonemployee directors. In May 2014, 5,750,000 shares of our common stock were issued in a public offering.
 
Because it is management’s stated intention to redeem the principal amount of our 1 3⁄4% Senior Convertible Notes due 2017 (the “2017 Convertible Notes”) (see Note 4 – Long-Term Debt) in cash, we have used the treasury method for determining dilution in the diluted earnings per share computation. For the three and nine months ended September 30, 2015 and the three months ended September 30, 2014, there wasMarch 31, 2016 and 2015, the 2017 Convertible Notes had no dilutive effect on the diluted earnings per share computation becauseas we had a net losslosses for such periods. For the three months ended June 30, 2014, the average price of our common stock exceeded the effective conversion price for

5


Table of Contents

such notes, resulting in a dilutive effect on the diluted earnings per share computation for the nine months ended September 30, 2014. For all periods presented,March 31, 2016 and 2015, the average price of our common stock was less than the strike price of the Sold Warrants (as defined in Note 45 Long-Term Debt) and therefore, such warrants were not dilutive for such periods. Based on the terms of the Purchased Call Options (as defined in Note 45 Long-Term Debt), such call options are antidilutive and therefore were not included in the calculation of diluted earnings per share.
 
Note 34 – Derivative Instruments and Hedging Activities
 
Our hedging strategy is designed to protect our near and intermediate term cash flows from future declines in oil and natural gas prices. This protection is essential to capital budget planning, which is sensitive to expenditures that must be committed to in advance, such as rig contracts and the purchase of tubular goods. We enter into derivative transactions to secure a commodity price for a portion of our expected future production that is acceptable at the time of the transaction. These derivatives are generally designated as cash flow hedges upon entering into the contracts. We do not enter into derivative transactions for trading purposes. We have no fair value hedges.
 
The nature of a derivative instrument must be evaluated to determine if it qualifies as a hedging instrument. If the instrument qualifies as a hedging instrument, it is recorded as either an asset or liability measured at fair value and subsequent changes in the derivative’s fair value are recognized in stockholders’ equity through other comprehensive income (loss), net of related taxes, to the extent the hedge is considered effective. Monthly settlements of effective hedges are reflected in revenue from oil and natural gas production and cash flows from operating activities. Instruments not qualifying as hedging instruments are recorded in our balance sheet at fair value and subsequent changes in fair value are recognized in earnings through derivative expense (income). Monthly settlements of ineffective hedges and derivative instruments not qualifying as hedging instruments are recognized in earnings through derivative expense (income) and cash flows from operating activities.

6


Table of Contents

 
We have entered into fixed-price swaps and costless collars with various counterparties for a portion of our expected 2015 and 2016 oil and natural gas production from the Gulf Coast Basin. Our fixed-price oil swap settlements and oil collar settlements are based on an average of the New York Mercantile Exchange (“NYMEX”) closing price for West Texas Intermediate crude oil during the entire calendar month. Our fixed-price gas swap settlements are based on the NYMEX price for the last day of a respective contract month. Swaps typically provide for monthly payments by us if prices rise above the swap price or monthly payments to us if prices fall below the swap price. Collar contracts typically require payments by us if the NYMEX average closing price is above the ceiling price or payments to us if the NYMEX average closing price is below the floor price. Our fixed-price swap contracts are with The Toronto-Dominion Bank, Barclays Bank PLC, The Bank of Nova Scotia Bank of America and Natixis. Our oil collar contract is with The Bank of Nova Scotia.

All of our derivative transactions have been carried out in the over-the-counter market and are not typically subject to margin-deposit requirements. The use of derivative instruments involves the risk that the counterparties will be unable to meet the financial terms of such transactions. The counterparties to all of our derivative instruments have an "investment grade" credit rating. We monitor the credit ratings of our derivative counterparties on an ongoing basis. Although we have entered into derivative contracts with multiple counterparties to mitigate our exposure to any individual counterparty, if any of our counterparties were to default on its obligations to us under the derivative contracts or seek bankruptcy protection, we may not realize the benefit of some of our derivative instruments and incur a loss. At May 4, 2016, two counterparties accounted for approximately 86% of our contracted volumes. All of our derivative instruments are with lenders under our bank credit facility. 
The following tables illustrate our derivative positions for calendar years 2015 andyear 2016 as of November 3, 2015:May 4, 2016:
 Fixed-Price Swaps (NYMEX)
 Natural Gas Oil
 
Daily Volume
(MMBtus/d)
 
Swap Price
($)
 
Daily Volume
(Bbls/d)
 
Swap Price
($)
201510,000
 4.005
 1,000
 89.00
201510,000
 4.120
 1,000
 90.00
201510,000
 4.150
 1,000
 90.25
201510,000
 4.165
 1,000
 90.40
201510,000
 4.220
 1,000
 91.05
201510,000
 4.255
 1,000
 93.28
2015    1,000
 93.37
2015    1,000
 94.85
2015    1,000
 95.00
201610,000
 4.110
 1,000
 49.75
201610,000
 4.120
 1,000
 52.78
2016

 

 1,000
 90.00
 Fixed-Price Swaps (NYMEX)
 Natural Gas Oil
 
Daily Volume
(MMBtus/d)
 
Swap Price
($)
 
Daily Volume
(Bbls/d)
 
Swap Price
($)
201610,000
 4.110
 1,000
 49.75
201610,000
 4.120
 1,000
 52.78
2016

 

 1,000
 90.00
 

6


Table of Contents

 Costless Collar (NYMEX)
 Oil
 
Daily Volume
(Bbls/d)
 Floor Price ($) Ceiling Price ($)
20161,000
 45.00
 54.75

During 2014,We previously discontinued hedge accounting for certain of our2015 natural gas derivative instruments no longer qualified as cash flow hedges,contracts, as it wasbecame no longer probable subsequent to the sale ofthat our non-core Gulf of Mexico (“GOM”("GOM") conventional shelf properties (see Note 7 – Divestitures), that GOM natural gas production would be sufficient to cover the GOM volumes hedged. Accordingly, we discontinued hedge accounting for three natural gas contracts for the months of January through December 2015. Additionally, a small portion of our cash flow hedges are typically determined to be ineffective because oil and natural gas price changes in the markets in which we sell our products are not 100% correlative to changes in the underlying price basis indicative in the derivative contract. At September 30, 2015,March 31, 2016, we had accumulated other comprehensive income of $41.1$18.7 million, net of tax, related to the fair value of our effective cash flow hedges that were outstanding as of September 30, 2015. We believe that approximately $37.7March 31, 2016. The $18.7 million net of tax, of accumulated other comprehensive income will be reclassified into earnings in the next 12 months.
 
Derivatives qualifying as hedging instruments:
 
The following tables disclose the location and fair value amounts of derivatives qualifying as hedging instruments, as reported in our balance sheet, at September 30, 2015March 31, 2016 and December 31, 2014:2015:

7


Table of Contents

Fair Value of Derivatives Qualifying as Hedging Instruments at
September 30, 2015
March 31, 2016March 31, 2016
(In millions)
Asset Derivatives Liability DerivativesAsset Derivatives Liability Derivatives
DescriptionBalance Sheet Location 
Fair
Value
 Balance Sheet Location 
Fair
Value
Balance Sheet Location 
Fair
Value
 Balance Sheet Location 
Fair
Value
Commodity contracts
Current assets: Fair value of
derivative contracts
 $61.4
 
Current liabilities: Fair value
of derivative contracts
 $
Current assets: Fair value of
derivative contracts
 $30.2
 
Current liabilities: Fair value
of derivative contracts
 $
Long-term assets: Fair value
of derivative contracts
 5.7
 
Long-term liabilities: Fair
value of derivative contracts
 0.2
Long-term assets: Fair value
of derivative contracts
 
 
Long-term liabilities: Fair
value of derivative contracts
 
 $67.1
 $0.2
 $30.2
 $
        
Fair Value of Derivatives Qualifying as Hedging Instruments at
December 31, 2014
December 31, 2015December 31, 2015
(In millions)
Asset Derivatives Liability DerivativesAsset Derivatives Liability Derivatives
DescriptionBalance Sheet Location 
Fair
Value
 Balance Sheet Location 
Fair
Value
Balance Sheet Location 
Fair
Value
 Balance Sheet Location 
Fair
Value
Commodity contracts
Current assets: Fair value of
derivative contracts
 $127.0
 
Current liabilities: Fair value
of derivative contracts
 $
Current assets: Fair value of
derivative contracts
 $38.6
 
Current liabilities: Fair value
of derivative contracts
 $
Long-term assets: Fair value
of derivative contracts
 14.3
 
Long-term liabilities: Fair
value of derivative contracts
 
Long-term assets: Fair value
of derivative contracts
 
 
Long-term liabilities: Fair
value of derivative contracts
 
 $141.3
 $
 $38.6
 $
 
The following tables disclosetable discloses the before tax effect of derivatives qualifying as hedging instruments, as reported in the statement of operations, for the three month periods ended March 31, 2016 and nine months ended September 30, 2015 and 2014:2015:

7


Table of Contents

Effect of Derivatives Qualifying as Hedging Instruments on the Statement of Operations
for the Three Months Ended September 30, 2015 and 2014
for the Three Months Ended March 31, 2016 and 2015for the Three Months Ended March 31, 2016 and 2015
(In millions)
Derivatives in
Cash Flow Hedging
Relationships
 
Amount of Gain
(Loss) Recognized
in Other
Comprehensive
Income on
Derivatives
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income into Income
(Effective Portion) (a)
 
Gain (Loss) Recognized in Income
on Derivatives
(Ineffective Portion)
 
Amount of Gain
(Loss) Recognized
in Other
Comprehensive
Income on
Derivatives
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income into Income
(Effective Portion) (a)
 
Gain (Loss) Recognized in Income
on Derivatives
(Ineffective Portion)
 2015 2014 Location 2015 2014 Location 2015 2014 2016 2015 Location 2016 2015 Location 2016 2015
Commodity contracts $31.6
 $47.1
 
Operating revenue -
oil/natural gas production
 $39.9
 $(1.3) 
Derivative income
(expense), net
 $1.2
 $2.1
 $4.6
 $22.9
 
Operating revenue -
oil/natural gas production
 $12.8
 $36.8
 
Derivative income
(expense), net
 $0.1
 $0.9
Total $31.6
 $47.1
 $39.9
 $(1.3) $1.2
 $2.1
 $4.6
 $22.9
 $12.8
 $36.8
 $0.1
 $0.9

(a)For the three months ended September 30,March 31, 2016, effective hedging contracts increased oil revenue by $9.3 million and increased natural gas revenue by $3.5 million. For the three months ended March 31, 2015, effective hedging contracts increased oil revenue by $36.3$34.0 million and increased natural gas revenue by $3.6 million. For the three months ended September 30, 2014, effective hedging contracts (decreased) oil revenue by $1.3 million and had a minimal effect on natural gas revenue.
Effect of Derivatives Qualifying as Hedging Instruments on the Statement of Operations
for the Nine Months Ended September 30, 2015 and 2014
(In millions)
Derivatives in
Cash Flow Hedging
Relationships
 
Amount of Gain
(Loss) Recognized
in Other
Comprehensive
Income on
Derivatives
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income into Income
(Effective Portion) (a)
 
Gain (Loss) Recognized in Income
on Derivatives
(Ineffective Portion)
  2015 2014 Location 2015 2014 Location 2015 2014
Commodity contracts $35.7
 $3.7
 
Operating revenue -
oil/natural gas production
 $107.1
 $(17.6) 
Derivative income
(expense), net
 $1.7
 $0.5
Total $35.7
 $3.7
   $107.1
 $(17.6)   $1.7
 $0.5

(a)For the nine months ended September 30, 2015, effective hedging contracts increased oil revenue by $96.8 million and increased natural gas revenue by $10.3 million. For the nine months ended September 30, 2014, effective hedging contracts (decreased) oil revenue by $10.0 million and (decreased) natural gas revenue by $7.6$2.8 million.

Derivatives not qualifying as hedging instruments:
The following table discloses the location and fair value amounts of our derivatives not qualifying as hedging instruments, as reported in our balance sheet, at September 30, 2015 and December 31, 2014:
Fair Value of Derivatives Not Qualifying as Hedging Instruments
(In millions)
DescriptionBalance Sheet Location September 30,
2015
 December 31,
2014
Commodity contractsCurrent assets: Fair value of derivative contracts $4.3
 $12.1
  
Gains or losses related to changes in fair value and cash settlements for derivatives not qualifying as hedging instruments are recorded as derivative income (expense) in the statement of operations. The following table discloses the before tax effect of our derivatives not qualifying as hedging instruments on the statement of operations, for the three month periods ended March 31, 2016 and nine months ended September 30, 2015 and 2014.2015.

8


Table of Contents

Amount of Gain (Loss) Recognized in Derivative Income (Expense)
(In millions)
Gain (Loss) Recognized in Derivative Income (Expense)
(In millions)
Gain (Loss) Recognized in Derivative Income (Expense)
(In millions)
 
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
 
Description2015 2014 2015 20142016 2015 
Commodity contracts:           
Cash settlements$3.8
 $0.7
 $11.0
 $0.7
$
 $3.1
 
Change in fair value(2.6) 3.0
 (7.9) 1.5

 (0.9) 
Total gains (losses) on non-qualifying hedges$1.2
 $3.7
 $3.1
 $2.2
Total gain on non-qualifying hedges$
 $2.2
 
 
Offsetting of derivative assets and liabilities:
 
Our derivative contracts are subject to netting arrangements. It is our policy to not offset our derivative contracts in presenting the fair value of these contracts as assets and liabilities in our balance sheet. The following table presents the potential impact of the offset rights associated with our recognized assets and liabilities at September 30, 2015 (in millions):
  As Presented Without Netting Effects of Netting With Effects of Netting
       
Current assets: Fair value of derivative contracts $65.7
 $
 $65.7
Long-term assets: Fair value of derivative contracts 5.7
 (0.2) 5.5
Current liabilities: Fair value of derivative contracts 
 
 
Long-term liabilities: Fair value of derivative contracts (0.2) 0.2
 
As of March 31, 2016 and December 31, 2014,2015, all of our derivative contracts were in an asset position and therefore, there was no potential impact of the rights of offset.

Note 45 Long-Term Debt
 
Long-termOur debt consistedbalances (net of the following at:related unamortized discounts and debt issuance costs) as of March 31, 2016 and December 31, 2015 were as follows:
September 30,
2015
 December 31,
2014
March 31,
2016
 December 31,
2015
(In millions)(In millions)
1 34% Senior Convertible Notes due 2017
$277.2
 $266.0
$283.5
 $279.3
7 12% Senior Notes due 2022
775.0
 775.0
770.2
 770.0
Bank debt
 
Total long-term debt$1,052.2
 $1,041.0
Revolving credit facility457.0
 
4.20% Building Loan11.6
 11.7
Total debt1,522.3
 1,061.0
Less: current portion of long-term debt(459.2) 
Long-term debt$1,063.1
 $1,061.0
 
BankCurrent Portion of Long-Term Debt.As of March 31, 2016, the current portion of long-term debt of $459.2 million consisted of $283.5 million of 2017 Convertible Notes, $175.3 million of outstanding borrowings under the bank credit facility (our borrowing base deficiency) and $0.4 million of principal payments due within one year on the Building Loan.

Revolving Credit Facility. On June 24, 2014, we entered into an amended and restated revolving credit facility with commitments totaling $900 million (subject to borrowing base limitations) through a syndicated bank group, replacing our previous facility. The bank credit facility matures on July 1, 2019. On September 30, 2015, ourMarch 31, 2016, we had a $500 million borrowing base under the bank credit facility, was $500with $457 million we had noof outstanding borrowings and $19.2 million of outstanding letters of credit, had been issued pursuant to the bank credit facility, leaving $480.8$23.8 million of availability under the bank credit facility. On October 13, 2015, our borrowing baseThe weighted average interest rate under the bank credit facility was reaffirmedapproximately 3.5% at $500 million. As of November 3, 2015, we had no outstanding borrowings under the bank credit facility and $19.2 million of letters of credit had been issued pursuant to the bank credit facility, leaving $480.8 million of availability under the bank credit facility.March 31, 2016. Subject to certain exceptions, the bank credit facility is required to be guaranteed by all of our material domestic direct and indirect subsidiaries. As of September 30, 2015,March 31, 2016, the bank credit facility was guaranteed by Stone Energy Offshore, L.L.C. (“Stone Offshore”), SEO A LLC and SEO B LLC (collectively, the “Guarantor Subsidiaries”).
 
The borrowing base under the bank credit facility is redetermined semi-annually, typically inby May and November, by the lenders, taking into consideration the estimated loan value of our oil and gas properties and those of our subsidiaries that guarantee the bank credit facility in accordance with the lenders’ customary practices for oil and gas loans. In addition, we and the lenders each have discretion at any time, but not more than two additional times in any calendar year, to have the borrowing base redetermined. If a reduction inOn April 13, 2016, we received notice that our borrowing base were to fall below any outstanding balances under the bank credit facility plus anywas reduced from $500 million to $300 million. On that date, we had $457 million of outstanding borrowings and $18.3 million of outstanding letters of credit, ouror $175.3 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). Our agreement with the banks allows us one or moreprovides that within 30 days after notification of three optionsa borrowing base deficiency, we must elect to cure the borrowing base deficiency. We maydeficiency through any combination of the following actions: (1) repay amounts outstanding sufficient to cure the deficiency within 10 days after our written election to do so; (2) add additional oil

9


Table of Contents

and gas properties acceptable to the banks to the borrowing base and take such actions necessary to grant the banks a mortgage in the properties within 30 days after our written election to do so; and/or (3) arrange to pay the deficiency in six equal monthly

9


Table of Contents

installments. We have not taken any action or made an election of actions to be taken to cure the borrowing base deficiency. The $175.3 million borrowing base deficiency is classified as a current liability at March 31, 2016.
 
The bank credit facility is collateralized by substantially all of our assets and the assets of Stone and itsour material subsidiaries. TheyWe are required to mortgage, and grant a security interest in, theirour oil and natural gas reserves representing at least 80% of the discounted present value of the future net cash flows from theirour proved oil and natural gas reserves reviewed in determining the borrowing base. Interest on loans under the bank credit facility is calculated using the London Interbank Offering (“LIBOR”) rate or the base rate, at the election of Stone.our election. The margin for loans at the LIBOR rate is determined based on borrowing base utilization and ranges from 1.500% to 2.500%. The

Under the financial covenants of the bank credit facility, provideswe must (1) maintain a ratio of Consolidated Funded Debt to consolidated EBITDA, as defined in the credit agreement, for optionalthe preceding four quarterly periods of not greater than 3.75 to 1 and mandatory prepayments(2) maintain a ratio of consolidated EBITDA to consolidated Net Interest Expense, as defined in the credit agreement, for the preceding four quarterly periods of not less than 2.5 to 1. In addition, our bank credit facility includes certain customary restrictions or requirements with respect to disposition of properties, incurrence of additional debt, change of control and affirmative and negativereporting responsibilities. These covenants including interest coverage ratio and leverage ratio maintenance covenants.may limit or prohibit us from paying cash dividends but do allow for limited stock repurchases. These covenants also restrict our ability to prepay other indebtedness under certain circumstances. We were in compliance with all covenants as of September 30, 2015.March 31, 2016.

2017 Convertible Notes. On March 6, 2012, we issued in a private offering $300 million in aggregate principal amount of the 2017 Convertible Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2017 Convertible Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 23.4449 shares of our common stock per $1,000 principal amount of 2017 Convertible Notes, which corresponds to an initial conversion price of approximately $42.65 per share of our common stock. On September 30, 2015,March 31, 2016, our closing share price was $4.96$0.79 per share. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture related to the 2017 Convertible Notes. Upon conversion, we will be obligated to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock. Prior to December 1, 2016, the 2017 Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity date.

The 2017 Convertible Notes will be due on March 1, 2017, unless earlier converted or repurchased by us at the option of the holder(s)., and interest is payable on the 2017 Convertible Notes each March 1and September 1. On the maturity date, each holder will be entitled to receive $1,000 in cash for each $1,000 in principal amount of 2017 Convertible Notes, together with any accrued and unpaid interest to, but excluding, the maturity date.
 
In connection with the offering, we entered into convertible note hedge transactions with respect to our common stock (the “Purchased Call Options”) with Barclays Capital Inc., acting as agent for Barclays Bank PLC and Bank of America, N.A. (the “Dealers”). We paid an aggregate amount of approximately $70.8 million to the Dealers for the Purchased Call Options. The Purchased Call Options cover, subject to customary antidilution adjustments, approximately 7,033,470 shares of our common stock at a strike price that corresponds to the initial conversion price of the 2017 Convertible Notes, also subject to adjustment, and are exercisable upon conversion of the 2017 Convertible Notes.
 
We also entered into separate warrant transactions whereby, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, we sold to the Dealers warrants to acquire, subject to customary antidilution adjustments, approximately 7,033,470 shares of our common stock (the “Sold Warrants”) at a strike price of $55.91 per share of our common stock. We received aggregate proceeds of approximately $40.1 million from the sale of the Sold Warrants to the Dealers. If, upon expiration of the Sold Warrants, the price per share of our common stock, as measured under the Sold Warrants, is greater than the strike price of the Sold Warrants, we will be required to issue, without further consideration, under each Sold Warrant a number of shares of our common stock with a value equal to the amount of such difference.
 
As of September 30, 2015,March 31, 2016, the carrying amount of the liability component of the 2017 Convertible Notes of $283.5 million was $277.2 million.classified as a current liability. During the three and nine months ended September 30, 2015,March 31, 2016, we recognized $3.8$3.9 million and $11.1 million, respectively, of interest expense for the amortization of the discount and $0.4 million and $1.1 million, respectively, of interest expense for the amortization of deferred financing costs related to the 2017 Convertible Notes. During the three and nine months ended September 30, 2014,March 31, 2015, we recognized $3.5$3.6 million and $10.4 million, respectively, of interest expense for the amortization of the discount and $0.3 million and $1.0 million, respectively, of interest expense for the amortization of deferred financing costs related to the 2017 Convertible Notes. During each of the three and nine monthsmonth periods ended September 30,March 31, 2016 and 2015, we recognized $1.3 million and $3.9 million, respectively, of interest expense related to the contractual interest coupon on the 2017 Convertible Notes. During the three and nine months ended September 30, 2014, we recognized $1.3 million and $3.9 million, respectively, of interest expense related to the contractual interest coupon on the 2017 Convertible Notes.
 

10


Table of Contents

Note 56 – Asset Retirement Obligations
 
The change in our asset retirement obligations during the ninethree months ended September 30, 2015March 31, 2016 is set forth below:
Nine Months Ended
September 30, 2015
Three Months Ended
March 31, 2016
(In millions)(In millions)
Asset retirement obligations as of the beginning of the period, including current portion$316.4
$225.9
Liabilities incurred10.3
2.1
Liabilities settled(59.8)(4.7)
Accretion expense19.3
10.0
Asset retirement obligations as of the end of the period, including current portion$286.2
$233.3
 
Note 67 – Income Taxes
 
For the three and nine months ended September 30, 2015, we recorded income tax benefits of $15.8 million and $280.8 million, respectively. The income tax benefits were a result of our losses before income taxes attributable primarily to ceiling test write-downs of our oil and gas properties (see Note 10 - Investment in Oil and Gas Properties). Our effective tax rate for the three and nine months ended September 30, 2015 was 5.1% and 26.7%, respectively. These percentages differed from the federal statutory rate of 35.0% primarily due to the establishment of a valuation allowance against deferred tax assets, state income taxes and other permanent differences.

As a result of the significant declines in commodity prices and the resulting ceiling test write-downs and net losses incurred, over the past four quarters, we determined during 2015 that it was more likely than not that a portion of our deferred tax assets will not be realized in the future. Accordingly, we established a $96.5 million valuation allowance against a portion of our deferred tax assets inassets. As of March 31, 2016, our valuation allowance totaled $245.5 million. Our effective tax rate for the third quarterthree months ended March 31, 2016 was 1.0%. This percentage differed from the federal statutory rate of 2015.35.0% primarily due to the establishment of valuation allowances against deferred tax assets. Our assessment of the realizability of our deferred tax assets is based on the weight of all available evidence, both positive and negative, including future reversals of deferred tax liabilities. We had a current income tax receivable of $46.2 million at March 31, 2016, which relates to expected tax refunds from the carryback of net operating losses to previous tax years.

Note 7 – Divestitures
On July 31, 2014, we completed the sale of certain of our non-core properties in the GOM conventional shelf for cash consideration of approximately $177.6 million, after giving effect to preliminary purchase price adjustments. All of the proceeds from this sale were deposited with a Qualified Intermediary (under the terms of a Qualified Trust Agreement and Exchange Agreement) for potential reinvestment in like-kind replacement property as defined under Section 1031 of the Internal Revenue Code and were included in our balance sheet as restricted cash at December 31, 2014. Compliance with provisions under the Qualified Trust Agreement and Exchange Agreement provided for deferral of taxable gain on these sales proceeds. We identified qualified replacement properties and had until January 27, 2015 to close on an acquisition of such properties in order to achieve deferral of our taxable gain. We did not close on such a transaction by January 27, 2015, and the funds were released from restrictions and reclassified to cash and cash equivalents at such date.
Note 8 – Fair Value Measurements
 
U.S. Generally Accepted Accounting Principles establish a fair value hierarchy that has three levels based on the reliability of the inputs used to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
As of September 30, 2015March 31, 2016 and December 31, 2014,2015, we held certain financial assets and liabilities that are required to be measured at fair value on a recurring basis, including our commodity derivative instruments and our investments in marketable securities. We utilize the services of an independent third party to assist us in valuing our derivative instruments. We used the income approach in determining the fair value of our derivative instruments utilizing a proprietary pricing model. The model accounts for our credit risk and the credit risk of our counterparties in the discount rate applied to estimated future cash inflows and outflows. Our swap and collar contracts are included within the Level 2 fair value hierarchy, and our collar contracts are included within the Level 3 fair value hierarchy. Significant unobservable inputs used in establishing fair value for the collars were the volatility impacts in the pricing model as it relates to the call portion of the collar. For a more detailed description of our derivative instruments, see Note 34 – Derivative Instruments and Hedging Activities. We used the market approach in determining the fair value of our investments in marketable securities, which are included within the Level 1 fair value hierarchy.
 

11



We had no liabilities measured at fair value on a recurring basis at March 31, 2016 and December 31, 2015. The following tables present our assets and liabilities that are measured at fair value on a recurring basis at September 30,March 31, 2016 and December 31, 2015:
Fair Value Measurements atFair Value Measurements at
September 30, 2015March 31, 2016
AssetsTotal 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Total 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
(In millions)(In millions)
Marketable securities (Other assets)$8.3
 $8.3
 $
 $
$8.5
 $8.5
 $
 $
Derivative contracts71.4
 
 71.4
 
30.2
 
 28.8
 1.4
Total$79.7
 $8.3
 $71.4
 $
$38.7
 $8.5
 $28.8
 $1.4
 

11


Table of Contents

Fair Value Measurements atFair Value Measurements at
September 30, 2015December 31, 2015
LiabilitiesTotal 
Quoted Prices
in Active
Markets for
Identical
Liabilities
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
AssetsTotal 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
(In millions)(In millions)
Marketable securities (Other assets)$8.5
 $8.5
 $
 $
Derivative contracts$0.2
 $
 $0.2
 $
38.6
 
 36.6
 2.0
Total$0.2
 $
 $0.2
 $
$47.1
 $8.5
 $36.6
 $2.0
  
The following tables present ourtable below presents a reconciliation for assets and liabilities that are measured at fair value on a recurring basis at Decemberusing significant unobservable inputs (Level 3) during the three months ended March 31, 2014:2016.
 Fair Value Measurements at
 December 31, 2014
AssetsTotal 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 (In millions)
Marketable securities (Other assets)$8.4
 $8.4
 $
 $
Derivative contracts153.5
 
 153.5
 
Total$161.9
 $8.4
 $153.5
 $
Fair Value Measurements at
December 31, 2014
LiabilitiesTotal
Quoted Prices
in Active
Markets for
Identical
Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(In millions)
Derivative contracts$
$
$
$
Total$
$
$
$
  Hedging Contracts, net
  (In millions)
Balance as of January 1, 2016 $2.0
Total gains/(losses) (realized or unrealized):  
Included in earnings 1.0
Included in other comprehensive income (0.5)
Purchases, sales, issuances and settlements (1.1)
Transfers in and out of Level 3 
Balance as of March 31, 2016 $1.4
The amount of total gains/(losses) for the period included in earnings (derivative income) attributable to the change in unrealized gain/(losses) relating to derivatives still held at March 31, 2016 $
The fair value of cash and cash equivalents approximated book value at September 30, 2015March 31, 2016 and December 31, 2014.2015. As of September 30, 2015March 31, 2016 and December 31, 2014,2015, the fair value of the liability component of the 2017 Convertible Notes was approximately $244.0$225.3 million and $252.6$217.1 million, respectively. As of September 30, 2015March 31, 2016 and December 31, 2014,2015, the fair value of the 7 12% Senior Notes due 2022 (the “2022 Notes”) was approximately $484.4$209.3 million and $664.6$271.3 million, respectively.
 
The fair value of the 2022 Notes was determined based on quotes obtained from brokers, which represent Level 1 inputs. We applied fair value concepts in determining the liability component of the 2017 Convertible Notes (see Note 45 Long-Term Debt) at inception, September 30, 2015March 31, 2016 and December 31, 2014.2015. The fair value of the liability was estimated using an income approach. The

12


Table of Contents

significant inputs in these determinations were market interest rates based on quotes obtained from brokers and represent Level 2 inputs.
 

12


Table of Contents

Note 9 – Accumulated Other Comprehensive Income (Loss)
 
Changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30,March 31, 2016 and 2015 were as follows (in millions):
Cash Flow
Hedges
 
Foreign
Currency
Items
 Total
Cash Flow
Hedges
 
Foreign
Currency
Items
 Total
Three Months Ended September 30, 2015     
Three Months Ended March 31, 2016     
Beginning balance, net of tax$46.5
 $(5.8) $40.7
$24.0
 $(6.0) $18.0
Other comprehensive income (loss) before reclassifications:         
Change in fair value of derivatives31.6
 
 31.6
4.6
 
 4.6
Foreign currency translations
 (0.2) (0.2)
Income tax effect(11.5) 
 (11.5)(1.6) 
 (1.6)
Net of tax20.1
 (0.2) 19.9
3.0
 
 3.0
Amounts reclassified from accumulated other comprehensive income:          
Operating revenue: oil/natural gas production39.9
 
 39.9
12.8
 
 12.8
Other operational expenses
 (6.0) (6.0)
Income tax effect(14.4) 
 (14.4)(4.5) 
 (4.5)
Net of tax25.5
 
 25.5
8.3
 (6.0) 2.3
Other comprehensive income (loss), net of tax(5.4) (0.2) (5.6)(5.3) 6.0
 0.7
Ending balance, net of tax$41.1
 $(6.0) $35.1
$18.7
 $
 $18.7
 
Cash Flow
Hedges
 
Foreign
Currency
Items
 Total
Cash Flow
Hedges
 
Foreign
Currency
Items
 Total
Nine Months Ended September 30, 2015     
Three Months Ended March 31, 2015     
Beginning balance, net of tax$86.8
 $(3.5) $83.3
$86.8
 $(3.5) $83.3
Other comprehensive income (loss) before reclassifications:          
Change in fair value of derivatives35.7
 
 35.7
22.9
 
 22.9
Foreign currency translations
 (2.5) (2.5)
 (3.6) (3.6)
Income tax effect(12.8) 
 (12.8)(8.2) 
 (8.2)
Net of tax22.9
 (2.5) 20.4
14.7
 (3.6) 11.1
Amounts reclassified from accumulated other comprehensive income:          
Operating revenue: oil/natural gas production107.1
 
 107.1
36.8
 
 36.8
Income tax effect(38.5) 
 (38.5)(13.2) 
 (13.2)
Net of tax68.6
 
 68.6
23.6
 
 23.6
Other comprehensive income (loss), net of tax(45.7) (2.5) (48.2)
Other comprehensive loss, net of tax(8.9) (3.6) (12.5)
Ending balance, net of tax$41.1
 $(6.0) $35.1
$77.9
 $(7.1) $70.8
 

13


TableDuring the three months ended March 31, 2016, we reclassified approximately $6.0 million of Contents

Changes inlosses related to cumulative foreign currency translation adjustments, from accumulated other comprehensive income (loss) by component forinto other operational expenses, upon the three and nine months ended September 30, 2014, were as follows (in millions):substantial liquidation of our foreign subsidiary, Stone Energy Canada ULC.
 
Cash Flow
Hedges
 
Foreign
Currency
Items
 Total
Three Months Ended September 30, 2014     
Beginning balance, net of tax$(17.8) $(0.4) $(18.2)
Other comprehensive income (loss) before reclassifications:     
Change in fair value of derivatives47.1
 
 47.1
Foreign currency translations
 (1.6) (1.6)
Income tax effect(16.9) 
 (16.9)
Net of tax30.2
 (1.6) 28.6
Amounts reclassified from accumulated other comprehensive income:     
Operating revenue: oil/natural gas production(1.3) 
 (1.3)
Income tax effect0.5
 
 0.5
Net of tax(0.8) 
 (0.8)
Other comprehensive income (loss), net of tax31.0
 (1.6) 29.4
Ending balance, net of tax$13.2
 $(2.0) $11.2
 
Cash Flow
Hedges
 
Foreign
Currency
Items
 Total
Nine Months Ended September 30, 2014     
Beginning balance, net of tax$(1.4) $(0.7) $(2.1)
Other comprehensive income (loss) before reclassifications:     
Change in fair value of derivatives3.7
 
 3.7
Foreign currency translations
 (1.3) (1.3)
Income tax effect(1.2) 
 (1.2)
Net of tax2.5
 (1.3) 1.2
Amounts reclassified from accumulated other comprehensive income:     
Operating revenue: oil/natural gas production(17.6) 
 (17.6)
Derivative expense, net(1.5) 
 (1.5)
Income tax effect7.0
 
 7.0
Net of tax(12.1) 
 (12.1)
Other comprehensive income (loss), net of tax14.6
 (1.3) 13.3
Ending balance, net of tax$13.2
 $(2.0) $11.2
Note 10 – Investment in Oil and Gas Properties
 
Under the full cost method of accounting, we compare, at the end of each financial reporting period, the present value of estimated future net cash flows from proved reserves (adjusted for hedges and excluding cash flows related to estimated abandonment costs) to the net capitalized costs of proved oil and gas properties, net of related deferred taxes. We refer to this comparison as a ceiling test. If the net capitalized costs of proved oil and gas properties exceed the estimated discounted future net cash flows from proved reserves, we are required to write down the value of our oil and gas properties to the value of the discounted cash flows. At September 30, 2015,March 31, 2016, our ceiling test computation resulted in a write-down of our U.S. oil and gas properties of $295.7$128.9 million based on twelve-month average prices, net of applicable differentials, of $57.76$46.72 per barrelBbl of oil, $2.44$2.01 per Mcf of natural gas and $23.04$13.65 per barrelBbl of natural gas liquids ("NGLs"). The write-down at September 30,, as compared to December 31, 2015 was decreased by $42.7 million as a result of hedges. At June 30, 2015, our ceiling test computation resulted in a write-down of our U.S. oil and gas properties of $179.1 million based on twelve-month average prices, net of applicable differentials, of $68.68$51.16 per barrelBbl of oil, $2.47$2.19 per Mcf of natural gas and $29.13$16.40 per barrelBbl of NGLs. The write-down at June 30, 2015 was decreased by $47.8 million as a result of hedges. At March 31, 2015, our ceiling test computation resulted in a2016, the write-down of our U.S. oil and gas properties of $491.4also included $0.3 million based on twelve-month average prices, net of applicable differentials, of $78.99 per barrel of oil, $2.96 per Mcf of natural gas and $28.82 per barrel of NGLs. The write-down at March 31, 2015 was decreased by $28.7 million as a result of hedges.related


1413


Table of Contents

In April 2013, we entered into an agreement to participate in the drilling of exploratory wells in Canada. Upon a more complete evaluation of this project and in response to the significant decline in commodity prices over the last several months, we have suspended our business development effort in Canada. Accordingly, at June 30, 2015, we recognized a write-down of our Canadian oil and gas properties, which were deemed to be fully impaired at the end of $45.2 million.2015. The write-down at March 31, 2016 was decreased by $23 million as a result of hedges.

Note 11 – Other Operational Expenses

Included in other operational expenses for the three months ended March 31, 2016 is a $6.0 million loss on the substantial liquidation of our foreign subsidiary, Stone Energy Canada ULC, representing cumulative foreign currency translation adjustments, which were reclassified from accumulated other comprehensive income. See Note 9 - Accumulated Other Comprehensive Income (Loss). Also included in other operational expenses for the three months ended March 31, 2016 are approximately $6.1 million of rig subsidy charges related to the farm out of the ENSCO 8503 deep water drilling rig and stacking charges related to the Saxon Appalachian rig.
Note 1112 – Commitments and Contingencies
 
On March 21, 2016, we received notice letters from the Bureau of Ocean Energy Management ("BOEM") stating that BOEM had determined that we no longer qualified for a supplemental bonding waiver under the financial criteria specified in BOEM’s current guidance to lessees. BOEM's notice letters indicate the amount of Stone's supplemental bonding needs could be as much as $565 million. We are named asin discussions with BOEM to reduce the amount of the supplemental bonding or other forms of financial assurance that the agency may require and the timing of when such bonds or financial assurances may need to be provided. In late March 2016, we proposed a tailored plan to BOEM for financial assurances relating to our abandonment obligations. We currently have approximately $223 million posted in surety bonds in favor of BOEM, third party bonds and letters of credit, all relating to our offshore abandonment obligations. Our proposed tailored plan provides for posting some incremental financial assurances in certain lawsuitsfavor of BOEM and regulatory proceedings arisingdiscussions on the approval and implementation of this plan are ongoing.

Note 13 – Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The standard is effective for public entities for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years, with earlier application permitted. Upon adoption the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the ordinary courseyear of business.adoption. We are currently evaluating the effect that this new standard may have on our financial statements.
In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation (Topic 718)" to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and forfeitures, as well as classification in the statement of cash flows. The standard is effective for public entities for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. An entity that elects early adoption must adopt all of the amendments in ASU 2016-09 in the same period. We are currently evaluating the effect that this new standard may have on our financial statements, but we do not expect that these matters, individually or inanticipate the aggregate,implementation of this new standard will have a material adverse effecteffect.
Note 14 - Subsequent Event

On April 29, 2016, we were notified by the New York Stock Exchange (“NYSE”) that we were not in compliance with the NYSE's continued listing requirements, as the average closing price of our shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on our financial condition.the NYSE under Rule 802.01C of the NYSE Listed Company Manual. Under the NYSE’s rules, we have six months following receipt of the notification to regain compliance with the minimum share price requirement.

On August 2, 2013, Kimmeridge Energy Exploration Fund, L.P. (“Kimmeridge”) filed a lawsuit against Stone in the 15th Judicial District Court in Lafayette Parish, Louisiana seeking damages in the amount of $18,372,819 plus interest, costs and attorney fees. Kimmeridge alleged that Stone was obligated to pay Kimmeridge (1) $1,118,878 for brokerage costs incurred pursuant to a letter of understanding and (2) $17,253,941 pursuant to a letter of intent which, according to Kimmeridge’s pleadings, required Stone to negotiate in good faith and close an acquisition of mineral interests in the Illinois basin. The court granted summary judgment in favor of Stone, limiting damages on Kimmeridge’s $17,253,941 claim to $1,000,000 and reducing Stone’s exposure at trial for both claims to $2,118,878. During the three months ended June 30, 2015, Stone and Kimmeridge settled both claims for an amount within the previously disclosed range of loss (between $0 and $2,118,878).
Note 1215 – Guarantor Financial Statements
 
Our Guarantor Subsidiaries, including Stone Offshore, SEO A LLC and SEO B LLC, are unconditional guarantors of the 2017 Convertible Notes and the 2022 Notes. Our other subsidiaries (the “Non-Guarantor Subsidiaries”) have not provided guarantees. The following presents unaudited condensed consolidating financial information as of September 30, 2015March 31, 2016 and December 31, 20142015 and for the three and nine month periods ended September 30,March 31, 2016 and 2015 and 2014 on an issuer (parent company), Guarantor Subsidiaries, Non-Guarantor Subsidiaries and consolidated basis. Elimination entries presented are necessary to combine the entities.

14


Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2016
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Assets         
Current assets:         
Cash and cash equivalents$367,133
 $1
 $
 $
 $367,134
Accounts receivable57,106
 38,476
 885
 (54,282) 42,185
Fair value of derivative contracts
 30,222
 
 
 30,222
Current income tax receivable46,174
 
 
 
 46,174
Inventory535
 
 
 
 535
Other current assets6,531
 
 
 
 6,531
Total current assets477,479
 68,699
 885
 (54,282) 492,781
Oil and gas properties, full cost method:         
Proved1,891,423
 7,544,791
 45,645
 
 9,481,859
Less: accumulated DD&A(1,891,423) (6,859,344) (45,645) 
 (8,796,412)
Net proved oil and gas properties
 685,447
 
 
 685,447
Unevaluated261,724
 159,705
 
 
 421,429
Other property and equipment, net28,667
 
 
 
 28,667
Other assets, net17,460
 797
 
 
 18,257
Investment in subsidiary614,540
 
 
 (614,540) 
Total assets$1,399,870
 $914,648
 $885
 $(668,822)
$1,646,581
Liabilities and Stockholders’ Equity         
Current liabilities:         
Accounts payable to vendors$24,915
 $67,567
 $
 $(54,282) $38,200
Undistributed oil and gas proceeds2,800
 1,075
 
 
 3,875
Accrued interest22,901
 
 
 
 22,901
Asset retirement obligations
 23,465
 
 
 23,465
Current portion of long-term debt459,201
 
 
 
 459,201
Other current liabilities32,335
 336
 
 
 32,671
Total current liabilities542,152
 92,443
 
 (54,282) 580,313
Long-term debt1,063,090
 
 
 
 1,063,090
Asset retirement obligations1,298
 208,550
 
 
 209,848
Other long-term liabilities18,329
 
 
 
 18,329
Total liabilities1,624,869
 300,993
 
 (54,282) 1,871,580
Commitments and contingencies
 
 
 
 
Stockholders’ equity:         
Common stock558
 
 
 
 558
Treasury stock(860) 
 
 
 (860)
Additional paid-in capital1,650,969
 1,344,577
 109,077
 (1,453,654) 1,650,969
Accumulated deficit(1,894,407) (749,663) (108,192) 857,855
 (1,894,407)
Accumulated other comprehensive income18,741
 18,741
 
 (18,741) 18,741
Total stockholders’ equity(224,999) 613,655
 885
 (614,540) (224,999)
Total liabilities and stockholders’ equity$1,399,870
 $914,648
 $885
 $(668,822) $1,646,581



15


Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30,DECEMBER 31, 2015
(In thousands)
Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations ConsolidatedParent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Assets                  
Current assets:                  
Cash and cash equivalents$63,322
 $10,042
 $1,110
 $
 $74,474
$9,681
 $2
 $1,076
 $
 $10,759
Accounts receivable25,445
 88,193
 13
 (55,792) 57,859
10,597
 39,190
 
 (1,756) 48,031
Fair value of derivative contracts
 65,700
 
 
 65,700

 38,576
 
 
 38,576
Current income tax receivable46,174
 
 
 
 46,174
Inventory3,426
 283
 
 
 3,709
535
 
 
 
 535
Other current assets9,162
 
 41
 
 9,203
6,313
 
 33
 
 6,346
Total current assets101,355
 164,218
 1,164
 (55,792) 210,945
73,300
 77,768
 1,109
 (1,756) 150,421
Oil and gas properties, full cost method:                  
Proved1,821,870
 7,341,224
 41,599
 
 9,204,693
1,875,152
 7,458,262
 42,484
 
 9,375,898
Less: accumulated DD&A(2,046,465) (6,111,909) (41,599) 
 (8,199,973)(1,874,622) (6,686,849) (42,484) 
 (8,603,955)
Net proved oil and gas properties(224,595) 1,229,315
 
 
 1,004,720
530
 771,413
 
 
 771,943
Unevaluated301,501
 215,085
 2,377
 
 518,963
253,308
 186,735
 
 
 440,043
Other property and equipment, net30,327
 
 
 
 30,327
29,289
 
 
 
 29,289
Fair value of derivative contracts
 5,734
 
 
 5,734
Other assets, net24,217
 1,191
 215
 
 25,623
16,612
 826
 1,035
 
 18,473
Investment in subsidiary1,280,184
 
 3,590
 (1,283,774) 
745,033
 
 1,088
 (746,121) 
Total assets$1,512,989
 $1,615,543
 $7,346
 $(1,339,566)
$1,796,312
$1,118,072
 $1,036,742
 $3,232
 $(747,877) $1,410,169
Liabilities and Stockholders’ Equity                  
Current liabilities:                  
Accounts payable to vendors$66,623
 $45,487
 $9,736
 $(55,792) $66,054
$16,063
 $67,901
 $
 $(1,757) $82,207
Undistributed oil and gas proceeds9,644
 817
 
 
 10,461
5,216
 776
 
 
 5,992
Accrued interest22,241
 
 
 
 22,241
9,022
 
 
 
 9,022
Asset retirement obligations
 42,624
 
 
 42,624

 20,400
 891
 
 21,291
Other current liabilities41,575
 559
 
 
 42,134
40,161
 551
 
 
 40,712
Total current liabilities140,083
 89,487
 9,736
 (55,792) 183,514
70,462
 89,628
 891
 (1,757) 159,224
Long-term debt1,052,183
 
 
 
 1,052,183
1,060,955
 
 
 
 1,060,955
Asset retirement obligations3,847
 239,720
 
 
 243,567
1,240
 203,335
 
 
 204,575
Fair value of derivative contracts
 172
 
 
 172
Other long-term liabilities25,347
 
 
 
 25,347
25,204
 
 
 
 25,204
Total liabilities1,221,460
 329,379
 9,736
 (55,792) 1,504,783
1,157,861
 292,963
 891
 (1,757) 1,449,958
Commitments and contingencies
 
 
 
 

 
 
 
 
Stockholders’ equity:                  
Common stock553
 
 
 
 553
553
 
 
 
 553
Treasury stock(860) 
 
 
 (860)(860) 
 
 
 (860)
Additional paid-in capital1,643,746
 1,367,434
 100,047
 (1,467,481) 1,643,746
1,648,189
 1,344,577
 109,795
 (1,454,372) 1,648,189
Accumulated deficit(1,386,967) (122,362) (90,368) 212,730
 (1,386,967)(1,705,623) (624,824) (95,306) 720,130
 (1,705,623)
Accumulated other comprehensive income (loss)35,057
 41,092
 (12,069) (29,023) 35,057
17,952
 24,026
 (12,148) (11,878) 17,952
Total stockholders’ equity291,529
 1,286,164
 (2,390) (1,283,774) 291,529
(39,789) 743,779
 2,341
 (746,120) (39,789)
Total liabilities and stockholders’ equity$1,512,989
 $1,615,543
 $7,346
 $(1,339,566) $1,796,312
$1,118,072
 $1,036,742
 $3,232
 $(747,877) $1,410,169




16


Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEETSTATEMENT OF OPERATIONS
DECEMBERTHREE MONTHS ENDED MARCH 31, 20142016
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Assets         
Current assets:         
Cash and cash equivalents$72,886
 $1,450
 $152
 $
 $74,488
Restricted cash177,647
 
 
 
 177,647
Accounts receivable73,711
 46,615
 33
 
 120,359
Fair value of derivative contracts
 139,179
 
 
 139,179
Current income tax receivable7,212
 
 
 
 7,212
Deferred taxes *4,095
 
 
 (4,095) 
Inventory1,011
 2,698
 
 
 3,709
Other current assets8,112
 
 6
 
 8,118
Total current assets344,674
 189,942
 191
 (4,095) 530,712
Oil and gas properties, full cost method:         
Proved1,689,802
 7,127,466
 
 
 8,817,268
Less: accumulated DD&A(970,387) (6,000,244) 
 
 (6,970,631)
Net proved oil and gas properties719,415
 1,127,222
 
 
 1,846,637
Unevaluated289,556
 241,230
 36,579
 
 567,365
Other property and equipment, net32,340
 
 
 
 32,340
Fair value of derivative contracts
 14,333
 
 
 14,333
Other assets, net20,857
 1,360
 5,007
 
 27,224
Investment in subsidiary1,050,546
 
 41,638
 (1,092,184) 
Total assets$2,457,388
 $1,574,087
 $83,415
 $(1,096,279) $3,018,611
Liabilities and Stockholders’ Equity         
Current liabilities:         
Accounts payable to vendors$74,756
 $57,873
 $
 $
 $132,629
Undistributed oil and gas proceeds22,158
 1,074
 
 
 23,232
Accrued interest9,022
 
 
 
 9,022
Deferred taxes *
 24,214
 
 (4,095) 20,119
Asset retirement obligations
 69,400
 
 
 69,400
Other current liabilities49,306
 199
 
 
 49,505
Total current liabilities155,242
 152,760
 
 (4,095) 303,907
Long-term debt1,041,035
 
 
 
 1,041,035
Deferred taxes *117,206
 169,137
 
 
 286,343
Asset retirement obligations3,588
 243,421
 
 
 247,009
Other long-term liabilities38,714
 
 
 
 38,714
Total liabilities1,355,785
 565,318
 
 (4,095) 1,917,008
Commitments and contingencies
 
 
 
 
Stockholders’ equity:         
Common stock549
 
 
 
 549
Treasury stock(860) 
 
 
 (860)
Additional paid-in capital1,633,307
 1,362,684
 90,339
 (1,453,023) 1,633,307
Accumulated earnings (deficit)(614,708) (440,699) 12
 440,687
 (614,708)
Accumulated other comprehensive income (loss)83,315
 86,784
 (6,936) (79,848) 83,315
Total stockholders’ equity1,101,603
 1,008,769
 83,415
 (1,092,184) 1,101,603
Total liabilities and stockholders’ equity$2,457,388
 $1,574,087
 $83,415
 $(1,096,279) $3,018,611
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Operating revenue:         
Oil production$61
 $60,214
 $
 $
 $60,275
Natural gas production2,467
 12,706
 
 
 15,173
Natural gas liquids production1,134
 3,601
 
 
 4,735
Other operational income356
 
 
 
 356
Derivative income, net
 138
 
 
 138
Total operating revenue4,018
 76,659
 
 
 80,677
Operating expenses:         
Lease operating expenses2,728
 16,806
 13
 
 19,547
Transportation, processing and gathering expenses1,546
 (705) 
 
 841
Production taxes259
 222
 
 
 481
Depreciation, depletion and amortization8,594
 52,964
 
 
 61,558
Write-down of oil and gas properties9,324
 119,531
 349
 
 129,204
Accretion expense58
 9,925
 
 
 9,983
Salaries, general and administrative expenses13,907
 (200) 
 
 13,707
Incentive compensation expense4,979
 
 
 
 4,979
Other operational expenses6,109
 337
 6,081
 
 12,527
Total operating expenses47,504
 198,880
 6,443
 
 252,827
Loss from operations(43,486) (122,221) (6,443) 
 (172,150)
Other (income) expenses:         
Interest expense15,241
 
 
 
 15,241
Interest income(114) 
 
 
 (114)
Other income(39) (259) 
 
 (298)
Other expense2
 
 
 
 2
Loss from investment in subsidiaries131,282
 
 6,443
 (137,725) 
Total other (income) expenses146,372
 (259) 6,443
 (137,725) 14,831
Loss before taxes(189,858) (121,962) (12,886) 137,725
 (186,981)
Provision (benefit) for income taxes:         
Current(1,074) 
 
 
 (1,074)
Deferred
 2,877
 
 
 2,877
Total income taxes(1,074) 2,877
 
 
 1,803
Net loss$(188,784) $(124,839) $(12,886) $137,725
 $(188,784)
Comprehensive loss$(187,995) $(124,839) $(12,886) $137,725
 $(187,995)

* Deferred income taxes have been allocated to our Guarantor Subsidiaries where related oil and gas properties reside.


17


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2015
(In thousands)
Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations ConsolidatedParent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Operating revenue:                  
Oil production$1,633
 $103,380
 $
 $
 $105,013
$4,350
 $103,157
 $
 $
 $107,507
Natural gas production7,111
 10,256
 
 
 17,367
16,617
 11,720
 
 
 28,337
Natural gas liquids production3,502
 2,478
 
 
 5,980
9,879
 2,487
 
 
 12,366
Other operational income1,392
 
 
 
 1,392
2,160
 
 
 
 2,160
Derivative income, net
 2,444
 
 
 2,444

 3,128
 
 
 3,128
Total operating revenue13,638
 118,558
 
 
 132,196
33,006
 120,492
 
 
 153,498
Operating expenses:                  
Lease operating expenses2,680
 21,562
 2
 
 24,244
4,976
 22,601
 
 
 27,577
Transportation, processing and gathering expenses13,697
 4,511
 
 
 18,208
16,108
 1,595
 
 
 17,703
Production taxes1,777
 275
 
 
 2,052
2,198
 317
 
 
 2,515
Depreciation, depletion and amortization27,518
 34,418
 
 
 61,936
42,112
 44,310
 
 
 86,422
Write-down of oil and gas properties295,679
 
 
 
 295,679
491,412
 
 
 
 491,412
Accretion expense92
 6,406
 
 
 6,498
91
 6,318
 
 
 6,409
Salaries, general and administrative expenses19,348
 200
 4
 
 19,552
17,001
 1
 5
 
 17,007
Incentive compensation expense794
 
 
 
 794
1,563
 
 
 
 1,563
Other operational expenses142
 300
 
 
 442
84
 
 
 
 84
Total operating expenses361,727
 67,672
 6
 
 429,405
575,545
 75,142
 5
 
 650,692
Income (loss) from operations(348,089) 50,886
 (6) 
 (297,209)(542,539) 45,350
 (5) 
 (497,194)
Other (income) expenses:                  
Interest expense10,871
 1
 
 
 10,872
10,344
 21
 
 
 10,365
Interest income(39) (7) (1) 
 (47)(101) (16) (5) 
 (122)
Other income(117) (294) 
 
 (411)(133) (10) 
 
 (143)
Other expense148
 
 
 
 148
(Income) loss from investment in subsidiaries(227,973) 
 16,272
 211,701
 
Income from investment in subsidiaries(29,027) 
 
 29,027
 
Total other (income) expenses(217,110) (300) 16,271
 211,701
 10,562
(18,917) (5) (5) 29,027
 10,100
Income (loss) before taxes(130,979) 51,186
 (16,277) (211,701) (307,771)(523,622) 45,355
 
 (29,027) (507,294)
Provision (benefit) for income taxes:                  
Deferred160,986
 (193,059) 16,267
 
 (15,806)(196,234) 16,328
 
 
 (179,906)
Total income taxes160,986
 (193,059) 16,267
 
 (15,806)(196,234) 16,328
 
 
 (179,906)
Net income (loss)$(291,965) $244,245
 $(32,544) $(211,701) $(291,965)$(327,388) $29,027
 $
 $(29,027) $(327,388)
Comprehensive income (loss)$(297,564) $244,245
 $(32,544) $(211,701) $(297,564)$(339,891) $29,027
 $
 $(29,027) $(339,891)



18


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONSCASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2014MARCH 31, 2016
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Operating revenue:         
Oil production$11,692
 $112,103
 $
 $
 $123,795
Natural gas production16,001
 14,153
 
 
 30,154
Natural gas liquids production15,820
 5,194
 
 
 21,014
Other operational income2,417
 51
 
 
 2,468
Derivative income, net
 5,782
 
 
 5,782
Total operating revenue45,930
 137,283
 
 
 183,213
Operating expenses:         
Lease operating expenses5,619
 37,942
 
 
 43,561
Transportation, processing and gathering expenses14,379
 2,342
 
 
 16,721
Production taxes2,936
 715
 
 
 3,651
Depreciation, depletion and amortization36,598
 43,693
 
 
 80,291
Write-down of oil and gas properties47,130
 
 
 
 47,130
Accretion expense56
 6,483
 
 
 6,539
Salaries, general and administrative expenses16,273
 1
 12
 
 16,286
Incentive compensation expense3,092
 
 
 
 3,092
Other operational expenses294
 4
 
 
 298
Total operating expenses126,377
 91,180
 12
 
 217,569
Income (loss) from operations(80,447) 46,103
 (12) 
 (34,356)
Other (income) expenses:         
Interest expense10,316
 7
 
 
 10,323
Interest income(76) (82) (11) 
 (169)
Other income(164) (531) 
 
 (695)
Other expense95
 
 
 
 95
(Income) loss from investment in subsidiaries(29,894) 
 2
 29,892
 
Total other (income) expenses(19,723) (606) (9) 29,892
 9,554
Income (loss) before taxes(60,724) 46,709
 (3) (29,892) (43,910)
Provision (benefit) for income taxes:         
Deferred(31,309) 16,814
 
 
 (14,495)
Total income taxes(31,309) 16,814
 
 
 (14,495)
Net income (loss)$(29,415) $29,895
 $(3) $(29,892) $(29,415)
Comprehensive income (loss)$(65) $29,895
 $(3) $(29,892) $(65)
 Parent 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Consolidated
Cash flows from operating activities:         
Net loss$(188,784) $(124,839) $(12,886) $137,725
 $(188,784)
Adjustments to reconcile net loss to net cash provided by operating activities:         
Depreciation, depletion and amortization8,594
 52,964
 
 
 61,558
Write-down of oil and gas properties9,324
 119,531
 349
 
 129,204
Accretion expense58
 9,925
 
 
 9,983
Deferred income tax provision
 2,877
 
 
 2,877
Settlement of asset retirement obligations
 (3,768) (899) 
 (4,667)
Non-cash stock compensation expense2,312
 
 
 
 2,312
Non-cash derivative expense
 192
 
 
 192
Non-cash interest expense4,635
 
 
 
 4,635
Other non-cash expense
 
 6,081
 
 6,081
Change in current income taxes(1,074) 
 
 
 (1,074)
Non-cash loss from investment in subsidiaries131,282
 
 6,443
 (137,725) 
Change in intercompany receivables/payables(1,657) 1,657
 
 
 
(Increase) decrease in accounts receivable(36,703) 43,432
 (884) 
 5,845
(Increase) decrease in other current assets(218) 
 33
 
 (185)
Increase (decrease) in accounts payable45
 (2,183) 
 
 (2,138)
Increase in other current liabilities3,813
 85
 
 
 3,898
Other(39) (259) 
 
 (298)
Net cash (used in) provided by operating activities(68,412) 99,614
 (1,763) 
 29,439
Cash flows from investing activities:         
Investment in oil and gas properties(29,895) (99,615) (349) 
 (129,859)
Investment in fixed and other assets(496) 
 
 
 (496)
Change in restricted funds
 
 1,045
 
 1,045
Investment in subsidiaries
 
 718
 (718) 
Net cash (used in) provided by investing activities(30,391) (99,615) 1,414
 (718) (129,310)
Cash flows from financing activities:         
Proceeds from bank borrowings477,000
 
 
 
 477,000
Repayments of bank borrowings(20,000) 
 
 
 (20,000)
Repayments of building loan(95) 
 
 
 (95)
Equity proceeds from parent
 
 (718) 718
 
Net payments for share-based compensation(650) 
 
 
 (650)
Net cash provided by (used in) financing activities456,255
 
 (718)
718

456,255
Effect of exchange rate changes on cash
 
 (9) 
 (9)
Net change in cash and cash equivalents357,452
 (1) (1,076) 
 356,375
Cash and cash equivalents, beginning of period9,681
 2
 1,076
 
 10,759
Cash and cash equivalents, end of period$367,133
 $1
 $
 $
 $367,134

19


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONSCASH FLOWS
NINETHREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2015
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Operating revenue:         
Oil production$12,487
 $311,618
 $
 $
 $324,105
Natural gas production39,375
 33,236
 
 
 72,611
Natural gas liquids production21,458
 7,921
 
 
 29,379
Other operational income3,184
 
 
 
 3,184
Derivative income, net
 4,871
 
 
 4,871
Total operating revenue76,504
 357,646
 
 
 434,150
Operating expenses:         
Lease operating expenses12,767
 66,481
 2
 
 79,250
Transportation, processing and gathering expenses47,779
 8,072
 
 
 55,851
Production taxes5,411
 983
 
 
 6,394
Depreciation, depletion and amortization113,682
 112,627
 
 
 226,309
Write-down of oil and gas properties966,216
 
 45,169
 
 1,011,385
Accretion expense274
 19,041
 
 
 19,315
Salaries, general and administrative expenses52,747
 201
 29
 
 52,977
Incentive compensation expense3,621
 
 
 
 3,621
Other operational expenses1,312
 300
 
 
 1,612
Total operating expenses1,203,809
 207,705
 45,200
 
 1,456,714
Income (loss) from operations(1,127,305)
149,941
 (45,200) 
 (1,022,564)
Other (income) expenses:         
Interest expense31,687
 22
 
 
 31,709
Interest income(186) (42) (7) 
 (235)
Other income(437) (727) (3) 
 (1,167)
Other expense148
 
 
 
 148
(Income) loss from investment in subsidiaries(273,147) 
 45,190
 227,957
 
Total other (income) expenses(241,935) (747) 45,180
 227,957
 30,455
Income (loss) before taxes(885,370) 150,688
 (90,380) (227,957) (1,053,019)
Provision (benefit) for income taxes:         
Deferred(113,111) (167,649) 
 
 (280,760)
Total income taxes(113,111) (167,649) 
 
 (280,760)
Net income (loss)$(772,259) $318,337
 $(90,380) $(227,957) $(772,259)
Comprehensive income (loss)$(820,517) $318,337
 $(90,380) $(227,957) $(820,517)
 Parent 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Consolidated
Cash flows from operating activities:         
Net income (loss)$(327,388) $29,027
 $
 $(29,027) $(327,388)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:         
Depreciation, depletion and amortization42,112
 44,310
 
 
 86,422
Write-down of oil and gas properties491,412
 
 
 
 491,412
Accretion expense91
 6,318
 
 
 6,409
Deferred income tax (benefit) provision(196,234) 16,328
 
 
 (179,906)
Settlement of asset retirement obligations(1) (17,144) 
 
 (17,145)
Non-cash stock compensation expense2,640
 
 
 
 2,640
Non-cash derivative expense
 1,511
 
 
 1,511
Non-cash interest expense4,318
 
 
 
 4,318
Change in current income taxes7,188
 
 
 
 7,188
Non-cash income from investment in subsidiaries(29,027) 
 
 29,027
 
Change in intercompany receivables/payables(33,748) 25,548
 8,200
 
 
Decrease in accounts receivable3,606
 4,600
 
 
 8,206
Decrease in other current assets1,881
 
 2
 
 1,883
(Increase) decrease in inventory(2,415) 2,415
 
 
 
Decrease in accounts payable(1,007) (7,650) 
 
 (8,657)
Increase in other current liabilities6,347
 542
 
 
 6,889
Other(249) (11) 
 
 (260)
Net cash (used in) provided by operating activities(30,474) 105,794
 8,202
 
 83,522
Cash flows from investing activities:         
Investment in oil and gas properties(84,470) (77,229) (8,196) 
 (169,895)
Investment in fixed and other assets(662) 
 
 
 (662)
Change in restricted funds177,647
 
 (5) 
 177,642
Investment in subsidiaries
 
 (8,168) 8,168
 
Net cash provided by (used in) investing activities92,515
 (77,229) (16,369) 8,168
 7,085
Cash flows from financing activities:         
Proceeds from bank borrowings5,000
 
 
 
 5,000
Repayments of bank borrowings(5,000) 
 
 
 (5,000)
Equity proceeds from parent
 
 8,168
 (8,168) 
Net payments for share-based compensation(2,991) 
 
 
 (2,991)
Net cash (used in) provided by financing activities(2,991) 
 8,168
 (8,168) (2,991)
Effect of exchange rate changes on cash
 
 24
 
 24
Net change in cash and cash equivalents59,050
 28,565
 25
 
 87,640
Cash and cash equivalents, beginning of period72,886
 1,450
 152
 
 74,488
Cash and cash equivalents, end of period$131,936
 $30,015
 $177
 $
 $162,128

20


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2014
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-
Guarantor
Subsidiaries
 Eliminations Consolidated
Operating revenue:         
Oil production$24,182
 $380,295
 $
 $
 $404,477
Natural gas production65,640
 67,543
 
 
 133,183
Natural gas liquids production44,293
 20,627
 
 
 64,920
Other operational income5,121
 394
 
 
 5,515
Derivative income, net
 2,667
 
 
 2,667
Total operating revenue139,236
 471,526
 
 
 610,762
Operating expenses:         
Lease operating expenses14,678
 125,240
 
 
 139,918
Transportation, processing and gathering expenses35,152
 10,293
 
 
 45,445
Production taxes6,520
 3,450
 
 
 9,970
Depreciation, depletion and amortization95,038
 160,734
 
 
 255,772
Write-down of oil and gas properties47,130
 
 
 
 47,130
Accretion expense185
 21,642
 
 
 21,827
Salaries, general and administrative expenses49,237
 3
 12
 
 49,252
Incentive compensation expense10,129
 
 
 
 10,129
Other operational expenses470
 40
 
 
 510
Total operating expenses258,539
 321,402
 12
 
 579,953
Income (loss) from operations(119,303) 150,124
 (12) 
 30,809
Other (income) expenses:         
Interest expense28,549
 44
 
 
 28,593
Interest income(301) (181) (23) 
 (505)
Other income(537) (1,587) 
 
 (2,124)
Other expense274
 
 
 
 274
Income from investment in subsidiaries(97,186) 
 (10) 97,196
 
Total other (income) expenses(69,201) (1,724) (33) 97,196
 26,238
Income (loss) before taxes(50,102) 151,848
 21
 (97,196) 4,571
Provision (benefit) for income taxes:         
Deferred(51,074) 54,673
 
 
 3,599
Total income taxes(51,074) 54,673
 
 
 3,599
Net income$972
 $97,175
 $21
 $(97,196) $972
Comprehensive income$14,223
 $97,175
 $21
 $(97,196) $14,223

21


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2015
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Consolidated
Cash flows from operating activities:         
Net income (loss)$(772,259) $318,337
 $(90,380) $(227,957) $(772,259)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:         
Depreciation, depletion and amortization113,682
 112,627
 
 
 226,309
Write-down of oil and gas properties966,216
 
 45,169
 
 1,011,385
Accretion expense274
 19,041
 
 
 19,315
Deferred income tax benefit(113,111) (167,649) 
 
 (280,760)
Settlement of asset retirement obligations(15) (59,811) 
 
 (59,826)
Non-cash stock compensation expense9,163
 
 
 
 9,163
Non-cash derivative expense
 10,854
 
 
 10,854
Non-cash interest expense13,210
 
 
 
 13,210
Change in current income taxes7,211
 
 
 
 7,211
Non-cash (income) expense from investment in subsidiaries(273,147) 
 45,190
 227,957
 
Change in intercompany receivables/payables31,320
 (41,056) 9,736
 
 
Decrease in accounts receivable29,561
 4,317
 17
 
 33,895
Increase in other current assets(1,050) 
 (40) 
 (1,090)
(Increase) decrease in inventory(2,415) 2,415
 
 
 
Decrease in accounts payable(7,562) (4,030) 
 
 (11,592)
Increase (decrease) in other current liabilities(6,855) 102
 
 
 (6,753)
Other645
 (727) 

 

 (82)
Net cash (used in) provided by operating activities(5,132) 194,420
 9,692
 
 198,980
Cash flows from investing activities:         
Investment in oil and gas properties(177,497) (197,471) (10,560) 
 (385,528)
Proceeds from sale of oil and gas properties, net of expenses
 11,643
 
 
 11,643
Investment in fixed and other assets(1,455) 
 
 
 (1,455)
Change in restricted funds177,647
 
 1,828
 
 179,475
Investment in subsidiaries
 
 (9,708) 9,708
 
Net cash used in investing activities(1,305) (185,828) (18,440) 9,708
 (195,865)
Cash flows from financing activities:         
Proceeds from bank borrowings5,000
 
 
 
 5,000
Repayments of bank borrowings(5,000) 
 
 
 (5,000)
Equity proceeds from parent
 
 9,708
 (9,708) 
Net payments for share-based compensation(3,127) 
 
 
 (3,127)
Net cash (used in) provided by financing activities(3,127) 
 9,708

(9,708)
(3,127)
Effect of exchange rate changes on cash
 
 (2) 
 (2)
Net change in cash and cash equivalents(9,564) 8,592
 958
 
 (14)
Cash and cash equivalents, beginning of period72,886
 1,450
 152
 
 74,488
Cash and cash equivalents, end of period$63,322
 $10,042
 $1,110
 $
 $74,474

22


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2014
(In thousands)
 Parent 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Consolidated
Cash flows from operating activities:         
Net income$972
 $97,175
 $21
 $(97,196) $972
Adjustments to reconcile net income to net cash provided by operating activities:         
Depreciation, depletion and amortization95,038
 160,734
 
 
 255,772
Write-down of oil and gas properties47,130
 
 
 
 47,130
Accretion expense185
 21,642
 
 
 21,827
Deferred income tax (benefit) provision(51,074) 54,673
 
 
 3,599
Settlement of asset retirement obligations(84) (47,133) 
 
 (47,217)
Non-cash stock compensation expense8,409
 
 
 
 8,409
Non-cash derivative income
 (2,386) 
 
 (2,386)
Non-cash interest expense12,393
 
 
 
 12,393
Change in current income taxes(6) 
 
 
 (6)
Non-cash income from investment in subsidiaries(97,185) 
 (11) 97,196
 
Change in intercompany receivables/payables(119,004) 90,313
 28,691
 
 
(Increase) decrease in accounts receivable125,593
 (127,363) (35) 
 (1,805)
Increase in other current assets(2) 
 (8) 
 (10)
Increase (decrease) in accounts payable900
 (4,447) 
 
 (3,547)
Increase (decrease) in other current liabilities39,329
 (1,888) 
 
 37,441
Other1,414
 (1,586) 
 
 (172)
Net cash provided by operating activities64,008
 239,734
 28,658
 
 332,400
Cash flows from investing activities:         
Investment in oil and gas properties(225,831) (480,686) (20,971) 
 (727,488)
Proceeds from sale of oil and gas properties, net of expenses12,197
 211,102
 
 
 223,299
Investment in fixed and other assets(8,790) 
 
 
 (8,790)
Change in restricted funds(177,647) 
 (8,105) 
 (185,752)
Investment in subsidiaries
 
 (29,253) 29,253
 
Net cash used in investing activities(400,071) (269,584) (58,329) 29,253
 (698,731)
Cash flows from financing activities:         
Net proceeds from issuance of common stock225,999
 
 
 
 225,999
Deferred financing costs(3,329) 
 
 
 (3,329)
Equity proceeds from parent
 
 29,253
 (29,253) 
Net payments for share-based compensation(7,161) 
 
 
 (7,161)
Net cash provided by financing activities215,509
 
 29,253
 (29,253) 215,509
Effect of exchange rate on cash
 
 (95) 
 (95)
Net change in cash and cash equivalents(120,554) (29,850) (513) 
 (150,917)
Cash and cash equivalents, beginning of period246,294
 84,290
 640
 
 331,224
Cash and cash equivalents, end of period$125,740
 $54,440
 $127
 $
 $180,307

23


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The information in this Quarterly Report on Form 10-Q (this “Form 10-Q”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical or current facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements as described in our 20142015 Annual Report on Form 10-K and in this Form 10-Q.
Forward-looking statements may appear in a number of places in this Form 10-Q and include statements with respect to, among other things:
 
any expected results or benefits associated with our acquisitions;
expected results from risked weightedrisk-weighted drilling success;
estimates of our future oil and natural gas production, including estimates of any increases in oil and natural gas production;
planned capital expenditures and the availability of capital resources to fund capital expenditures;
our outlook on oil and natural gas prices;
estimates of our oil and natural gas reserves;
any estimates of future earnings growth;
the impact of political and regulatory developments;
our outlook on the resolution of pending litigation and government inquiry;
estimates of the impact of new accounting pronouncements on earnings in future periods;
our future financial condition or results of operations and our future revenues and expenses;
the outcome of restructuring efforts and asset sales;
the amount, nature and timing of any potential acquisition or divestiture transactions;
our access to capital and our anticipated liquidity;
estimates of future income taxes; and
our business strategy and other plans and objectives for future operations.
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and marketing of oil and natural gas. These risks include, among other things:
 
commodity price volatility, including further or sustained declines in the prices we receive for our oil and natural gas production;
consequences of a catastrophic event like the Deepwater Horizon oil spill;
domestic and worldwide economic conditions;conditions, which may adversely affect the demand for and supply of oil and natural gas;
the availability of capital on economic terms to fund our operations, capital expenditures, acquisitions and other obligations;
our future level of indebtedness, liquidity, and compliance with debt covenants;covenants and our ability to continue as a going concern;
our future financial condition, results of operations, revenues, cash flows and expenses;
the potential need to sell certain assets, restructure our debt, raise additional capital or seek bankruptcy protection;
our ability to continue to borrow under our credit facility;
our ability to post additional collateral for current bonds or comply with new supplemental bonding requirements imposed by BOEM;
declines in the value of our oil and gas properties resulting in a decrease in our borrowing base under our bank credit facility and impairments;
our ability to develop, explore for, acquire and replace oil and natural gas reserves and and sustain production;
the impact of a financial crisis on our business operations, financial condition and ability to raise capital;
the ability of financial counterparties to perform or fulfill their obligations under existing agreements;
third-party interruption of sales to market;
inflation;
lack of availability and cost of goods and services;
market conditions relating to potential acquisition and divestiture transactions;
regulatory and environmental risks associated with drilling and production activities;activities, including, for example, compliance with the Bureau of Safety and Environmental Enforcement's recently finalized well control rule;
our ability to establish operations or production on our acreage prior to the expiration of related leaseholds;
availability of drilling and production equipment, facilities, field service providers, gathering, processing and transportation;
competition in the oil and gas industry;
our inability to retain and attract key personnel;

21


Table of Contents

drilling and other operating risks;
unsuccessful exploration and development drilling activities;
hurricanes and other weather conditions;
availability, cost and adequacy of insurance coverage;
adverse effects of changes in applicable tax, environmental, derivatives, permitting, bonding and other regulatory requirements and legislation, as well as agency interpretation and enforcement and judicial decisions regarding the foregoing, including changes affecting our offshore and Appalachian operations;
uncertainty inherent in estimating proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures; and
other risks described in this Form 10-Q.

24


Table of Contents

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see (1) Part II, Item 1A. Risk Factors, of this Form 10-Q and (2) Part I, Item 1A, of our 20142015 Annual Report on Form 10-K. Should one or more of the risks or uncertainties described above, in our 20142015 Annual Report on Form 10-K or elsewhere in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. We specifically disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement in its entirety and therefore disclaim any resulting liability for potentially related damages. All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contained in this Form 10-Q should be read in conjunction with the MD&A contained in our 20142015 Annual Report on Form 10-K.
Overview
We are an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. We have been operating in the GOM Basin since our incorporation in 1993 and have established a technical and operational expertise in the area. We have leveraged our experience in the GOM conventional shelf and expanded our reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus Shale in Appalachia.
Critical Accounting Estimates
Our 20142015 Annual Report on Form 10-K describes the accounting estimates that we believe are critical to the reporting of our financial position and operating results and that require management’s most difficult, subjective or complex judgments. Our most significant estimates are:
 
remaining proved oil and natural gas reserve volumes and the timing of their production;
estimated costs to develop and produce proved oil and natural gas reserves;
accruals of exploration costs, development costs, operating costs and production revenue;
timing and future costs to abandon our oil and gas properties;
effectiveness and estimated fair value of derivative positions;
classification of unevaluated property costs;
capitalized general and administrative costs and interest;
estimates of fair value in business combinations;
current and deferred income taxes; and
contingencies.
This Form 10-Q should be read together with the discussion contained in our 20142015 Annual Report on Form 10-K regarding these critical accounting policies.
Other Factors Affecting Our Business and Financial Results
In addition to the matters discussed above, our business, financial condition and results of operations are affected by a number of other factors. This Form 10-Q should be read in conjunction with the discussion in Part I, Item 1A, of our 20142015 Annual Report on Form 10-K and in this Form 10-Q under Part II, Item 1A. Risk Factors, regarding our known material risk factors.
Known TrendsOverview
We are an independent oil and Uncertaintiesnatural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. We have been operating in the GOM Basin since our incorporation in 1993 and have established a technical and operational expertise in this area. We have leveraged our experience in the GOM conventional shelf and expanded our reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia.
Declining Commodity PricesWe experienced a significant declinedeclines in oil, natural gas and natural gas liquidNGL prices during the second half of 2014, with lower prices continuing throughout 2015 and into 2016, which has resulted in reduced revenue and cash flows and caused us to reduce our planned capital expenditures for 2015 and 2016 and shut in our Mary field in Appalachia in September 2015. The lower commodity prices have negatively impacted our liquidity position. Additionally, the declinelevel of our indebtedness and the current commodity price environment have presented challenges as they relate to our ability to comply with the covenants in the agreements governing our indebtedness. As of May 4, 2016, we had total indebtedness of $1,544 million, including $300 million of 2017 Convertible Notes, $775 million of 2022 Notes, $457 million outstanding under our bank credit facility and $12 million outstanding under our Building Loan. As of March 31, 2016, we were in compliance with all of our financial covenants under our bank credit facility and the indentures governing our outstanding notes.However, given the lower

22


Table of Contents

commodity prices and our reduced hedged position in 2016, we anticipate that we will exceed the Consolidated Funded Debt to consolidated EBITDA financial covenant of 3.75 to 1 set forth in our bank credit agreement at the end of the second quarter of 2016, which would require us to seek a waiver or amendment from our bank lenders. Additionally, on April 13, 2016, the borrowing base under our bank credit facility was reduced from $500 million to $300 million. On that date, we had $457 million of outstanding borrowings and $18.3 million of outstanding letters of credit under the bank credit facility, resulting in a $175.3 million borrowing base deficiency. Our agreement with the banks provides that within 30 days after notification of a borrowing base deficiency, we must elect to cure the borrowing base deficiency through any combination of certain actions, described in more detail below under "Liquidity and Capital Resources". The $175.3 million borrowing base deficiency is classified as a current liability at March 31, 2016.
In March 2016, we retained Lazard as our financial advisor and Latham & Watkins LLP as our legal advisor to assist the company in analyzing and considering financial, transactional and strategic alternatives. We also retained Alvarez & Marsal to assist the Company through this process. Additionally, in April 2016, the independent directors of our board of directors named current board member David T. Lawrence as a Special Liaison of the Independent Directors to work together with the management team of the company to help with assessing strategic and restructuring alternatives. Andrews Kurth LLP has also been hired as special counsel to the independent directors.
We are in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring, asset sales and a prepackaged or prearranged bankruptcy filing. We are currently engaged in negotiations with financial advisors for the noteholders of the 2017 Convertible Notes and 2022 Notes regarding the restructuring of the notes, and have an interest payment obligation under our 2022 Notes of approximately $29 million, due on May 16, 2016. We are also in discussions with our banks regarding an amendment to our bank credit facility. See "Liquidity and Capital Resources". Additionally, as part of this restructuring process, we are in discussions with certain vendors with whom we have significant contractual obligations. We cannot provide any assurances that we will be able to complete a private restructuring or asset sales on satisfactory terms to provide the liquidity to restructure or pay down our senior indebtedness.
Known Trends and Uncertainties
Declining Commodity Prices – We experienced significant declines in oil, natural gas and NGL prices during the second half of 2014, with lower prices continuing throughout 2015 and into 2016, which resulted in reduced revenue and cash flows and caused us to reduce our planned capital expenditures for 2015 and 2016. Additionally, the low commodity prices have adversely affected the estimated value and quantities of our proved oil, natural gas and NGL reserves, which contributed to ceiling test write-downs of our oil and gas properties atproperties. For the years ended December 31, 2014 and March 31, June 30,2015 and September 30, 2015.  Through the first nine monthsquarter of 2015,2016, we estimate that lower commodity prices have resulted in downward revisionsrecognized ceiling test write-downs of our estimated proved reserve quantitiesoil and gas properties of approximately 48 MMBoe or 290 Bcfe, most of which were proved undeveloped reserves from our Appalachia properties.$351 million, $1,362 million and $129 million, respectively. If NYMEX commodity prices remain at current levels (approximately $45.00$45 per Bbl of oil and $2.30$1.88 per MMBtu of natural gas) for the remainder of 2015,, we would reasonably expect to incur furtheronly minimal downward revisions of our estimated proved reserve quantities between 25 and 28 MMBoe (150 - 168 Bcfe) and would expect to recognize an additional ceiling test write-down between $250$75 and $350$175 million (pre-tax) in the fourthsecond quarter of 2015.2016.
Bank Credit Facility We were in compliance with all of our financial covenants under our bank credit facility and the indentures governing our outstanding notes as of March 31, 2016. However, given the lower commodity prices and our reduced hedged position in 2016, we anticipate that we will exceed the Consolidated Funded Debt to consolidated EBITDA financial covenant of 3.75 to 1 set forth in our bank credit facility at the end of the second quarter of 2016, which would require us to seek a waiver or amendment from our bank lenders. If we are unable to reach an agreement with our banks or find acceptable alternative financing, it may lead to an event of default under our bank credit facility. If following an event of default, the banks were to accelerate repayment under the bank credit facility, it would result in an event of default and may result in the acceleration of our other debt instruments.
Additionally, the significant decline in commodity prices has materially adversely impacted the value of our estimated proved reserves and, in turn, the market value used by the lenders to determine our borrowing base. On April 13, 2016, the borrowing base under our bank credit facility was reduced from $500 million to $300 million, resulting in a $175.3 million borrowing base deficiency. See "Liquidity and Capital Resources". Continued low commodity prices or further declines in commodity prices including widening negative price differentials (particularly in Appalachia), would likelycould have a further material adverse impact on the

25


Table of Contents

estimated value and quantities of our proved reserves our financial position, results of operations and future cash flows and could substantially reduce the available borrowingsresult in additional reductions of our borrowing base under our bank credit facility and constrain our capital budgets beyond 2015.
Realizability of Deferred Tax Assets As a result of the significant declines in commodity prices and the resulting ceiling test write-downs and net losses incurred over the past four quarters, we determined that it was more likely than not that a portion of our deferred tax assets will not be realized in the future.  Accordingly, we established a $96.5 million valuation allowance against a portion of our deferred tax assets in the third quarter of 2015. Our assessment of the realizability of our deferred tax assets is based on the weight of all available evidence, both positive and negative, including future reversals of deferred tax liabilities. As a result of the additional ceiling test write-down expected in the fourth quarter of 2015, we expect the valuation allowance to increase in the fourth quarter of 2015.facility.
BOEM Bonding Requirements – The Bureau of Ocean Energy Management (the "BOEM")BOEM requires all operators in federal waters to provide financial assurances to cover the cost of plugging and abandoning wells and decommissioning offshore facilities.  Historically, we and many other operators have been able to obtain an exemption from most bonding obligations based on financial net worth.  However, onin September 22, 2015, the BOEM issued draft guidance (the “Draft Guidance”) describing revised financial assurance requirements that the agency intends to begin imposing in 2016.  Once the Draft Guidance is finalized, the BOEM will issue these supplemental bonding changes in a revised Notice to Lessees (“NTL”) in replacement of an existing NTL on supplemental bonding that will supersede the agency’s current NTL regarding financial assurance options that becamewas made effective inon August 28, 2008.  Among other things, the Draft Guidance proposes to substantially curtaileliminate the “waiver” exemption currently allowed by BOEM, whereby we and many othercertain operators on the Outer Continental Shelf projecting a relatively large net worth and meeting certain other criteria have been able to seek an exemptionthe option of being exempted from posting bonds or other formsacceptable assurances for such operator's decommissioning obligations. Currently, qualifying operators may self-insure to meet supplemental bonding requirements, but only so long as the cumulative decommissioning liability amount being self-insured by

23


Table of financial assurance for our plugging, abandonment and decommissioning obligations by self-insuring for those liabilities, provided that those obligations did not exceedContents

the operator is no more than 50% of ourthe operator's net worth.  Under the Draft Guidance, this waiver option would be limitedeliminated and operators would only be able to self-insure for an amount that is no more than 10% of thetheir tangible net worthworth.
On March 21, 2016, we received notice letters from BOEM stating that BOEM had determined that we no longer qualified for a supplemental bonding waiver under the financial criteria specified in BOEM’s current guidance to lessees. BOEM's notice letters indicate the amount of Stone's supplemental bonding needs could be as much as $565 million. However, we are in discussions with BOEM to reduce the amount of the operator.  The BOEM proposes to establish a phased-in period for establishing compliance with its newsupplemental bonding requirements, whereby operators may seek to provideor other forms of financial assurance that the agency may require and the timing of when such bonds or financial assurances may need to be provided. In late March 2016, we proposed a tailored plan to BOEM for financial assurances relating to our abandonment obligations, which remains subject to approval by BOEM. Currently, we have an aggregate of approximately $223 million posted in surety bonds in favor of BOEM, third party bonds and letters of credit, all relating to our offshore abandonment obligations. Our proposed tailored plan provides for posting some incremental financial assurances, and discussions on the approval and implementation of this plan are continuing with BOEM. We cannot provide assurance that our proposed plan will be acceptable to BOEM. Moreover, BOEM’s Draft Guidance is likely to result in the loss of supplemental bonding waivers for a large number of operators on the OCS, which will in turn force these operators to seek additional surety bonds and could, consequently, exceed the surety bond market’s current capacity for providing such additional financial assurance. Operators who have already leveraged their plugging, abandonmentassets as a result of the declining oil market could face difficulty obtaining surety bonds because of concerns the surety may have about the priority of their lien on the operator's collateral. All of these factors may make it more difficult for us to obtain the financial assurances required by BOEM to conduct operations on the OCS. These and decommissioning obligations pursuantother changes to a “tailored plan” that is approved by the BOEM.  Once an operator’s newBOEM bonding and financial assurance plan is approved by BOEM, ifrequirements could result in increased costs on our operations and consequently have a material adverse effect on our business and results of operations.
In addition, although the surety companies have not historically required collateral from us to back our surety bonds, some cash collateral will be required on a portion of our existing surety bonds as well as additional financial assurance is required because the plugging, abandonment and decommissioning costs are estimated to exceed 10% of an operator’s net worth, then the affected operatorsurety bonds we expect will be required to post thesatisfy BOEM's financial assurance requirements. We cannot provide assurance that we will be able to satisfy collateral demands for current bonds or for additional assurance in three approximately equal installments of one-third each, by no later than approximately 120, 240 and 360 calendar days, respectively, from the date of BOEM approvalbonds to comply with supplemental bonding requirements of the tailored plan.  We currently expect the Draft GuidanceBOEM. This need to be finalized and a new NTL to be issued by early 2016, which means that we could lose a portionobtain additional surety bonds, or some other form of our exemption beginning in late 2016, depending on the estimated cost of our plugging, abandonment and decommissioning obligations and our estimated net worth at that time.
Although we believe we are currently in compliance with BOEM’s financial assurance requirements, the agency may reassess our plugging, abandonment and decommissioning obligations, re-evaluate the adequacy of our financial assurances, and require us to provide additional forms of financial assurance for most or all ofcould impact our properties in the GOM. It is possible that future agency action or our inability to meet the required levels of net worth for self-insurance as a result of declining commodity prices could result in a loss of our financial assurance exemption and could require us to post bonds or letters of credit at a potentially significant cost.liquidity. 
Hurricanes – Since a large portion of our production originates in the GOM, we are particularly vulnerable to the effects of hurricanes on production. Additionally, affordable and practical insurance coverage for property damage to our facilities for hurricanes has been difficult to obtain for some time so we have eliminated our hurricane insurance coverage. Significant hurricane impacts could include reductions and/or deferrals of future oil and natural gas production and revenues, increased lease operating expenses for evacuations and repairs and possible increases to and/or acceleration of plugging and abandonment costs.
Deep Water Operations – We are currently operating two significant properties in the deep water of the GOM. Additionally, we are engaged in deep water drilling operations. Operations in the deep water can result in increased operational risks as has been demonstrated by the Deepwater Horizon disaster in 2010. Despite technological advances since this disaster, liabilities for environmental losses, personal injury and loss of life and significant regulatory fines in the event of a disaster could be well in excess of insured amounts and result in significant losses on our statement of operations as well as going concern issues.
Appalachia Production Shut-ins – On September 1, 2015, we shut in our Mary field in Appalachia, curtailing approximately 100-110 Mmcfe of production per day, leaving approximately 25 Mmcfe per day producing from the Heather and Buddy fields in Appalachia. Low commodity pricing, including negative price differentials in the area, combined with transportation, processing and gathering fees, reduced the operating margins to an unacceptable level. If operating margins do not return to acceptable levels, production may remain shut-in, affecting our future operating results as well as future development plans.
Liquidity and Capital Resources
As of November 3, 2015, we had cash on hand of approximately $68 million and $480.8 million of availability under our bank credit facility. Overview.
On OctoberApril 13, 2015,2016, our borrowing base under the bank credit facility was reaffirmed atreduced from $500 million followingto $300 million. On that date, we had $457 million of outstanding borrowings and $18.3 million of outstanding letters of credit under the lenders' semi-annual redetermination process. bank credit facility, resulting in a $175.3 million borrowing base deficiency. Our agreement with the banks provides that within 30 days after notification of a borrowing base deficiency, we must elect to cure the borrowing base deficiency through any combination of certain actions, described in more detail below under "Bank Credit Facility". Additionally, we have $300 million of 2017 Convertible Notes that we need to restructure or repay by March 1, 2017, and we have an interest payment obligation under our 2022 Notes of approximately $29 million, due on May 16, 2016 (see "Senior Notes" below). As of May 4, 2016, we had cash on hand of approximately $350 million.
Our capital expenditure budget for 20152016 has been set by the board of directors at $450$200 million, which assumes planned sales of minoritysuccess in farming out the ENSCO 8503 deep water drilling rig to other operators for five to six months and the reduction in our working interests to acceptable levels on potential exploration wells to be drilled, or if unsuccessful, stacking the rig. The farm out subsidies and rig stacking expenses would be charges to our statement of operations as "Other operational expenses" and could range between $40 and $50 million. In early February 2016, we successfully executed one rig farm out arrangement for the ENSCO 8503 with another operator. The farm out ended in certain targeted assets.mid-April of 2016. We are working towards an agreement on a second farm out arrangement that is expected to commence prior to May 15, and continue discussions with other potential farm out and farm in partners. To further reduce capital expenditures for 2016, we have elected to suspend the Pompano drilling program after the completion of the initial development well, which is expected to be completed in early May of 2016. Additionally, if we have not secured partners for the Lamprey, Derbio or Rampart exploration wells, operations of the ENSCO 8503 deep water drilling rig are expected to be suspended in the third quarter of 2016, following the completion of the second farm out. The 2016 capital expenditure budget excludes material divestituresacquisitions and acquisitions andcapitalized salaries, general

2624


Table of Contents

capitalized salaries, general and administrative (“SG&A”) expenses and interest. While certain of the planned sales have been completed, others are still being actively marketed but may not be executed, which may put upward pressure on our 2015 capital expenditures. However, we do not anticipate that we will materially exceed the $450 million budget. We currently project that our 2015 capital expenditures may exceed the $450 million budget by approximately $25 million. Based on our current outlook of commodity pricesinterest as well as potential subsidy expense associated with rig farm outs and our estimated production, we expect our 2015 capital expenditures to exceed our cash flows from operating activities. We intend to fund our 2015 capital expenditures with cash flows from operating activities, cash on hand and borrowings under our bank credit facility.rig stacking charges.
Although a capital expenditure budget for 2016 has not yet been approved by the board of directors, we anticipate that our budget will be closely aligned with our expected 2016 cash flows from operating activities. Based on our current outlook of commodity prices and our estimated production for 2016, we expect to fund our 2016 capital expenditures primarily with cash on hand from borrowings under our bank credit facility and expected cash flows from operating activities, and borrowings underas well as possible financings or asset sales. If we fall out of compliance with the covenants set forth in our bank credit facility.facility at the end of the second quarter of 2016 and are unable to reach an agreement with our banks, find acceptable alternative financing or complete asset sales, then we may need to adjust our capital expenditure budget. In order to address the March 2017 maturity of our 2017 Convertible Notes, we continue to analyze a variety of financing options, including a restructuring with current holders of the 2017 Convertible Notes (which may include exchanges of our 2017 Convertible Notes for new debt and/or equity securities), securing a secondary credit facility or second lien notes, utilizing the current credit facility, sale or joint venture of core or non-core assets, a sale and leaseback of owned infrastructure and issuance of debt or equity in the public or private markets. Such transactions, if any, will depend on prevailing market conditions, contractual restrictions and other factors, some of which may be outside of our control.
Cash Flows and Working Capital. Net cash provided by operating activities totaled $199.0 million during Current market conditions may put limitations on our ability to issue new debt or equity securities in the nine months ended September 30, 2015 compared to $332.4 million during the comparable period in 2014.public or private markets. The decrease was primarily due to the decline in oil, natural gas and NGL prices and an increase in transportation, processing and gathering expenses, partially offset by a decline in lease operating expenses. See "Results of Operations" for additional information relative to commodity prices, production and operating expense variances.
Net cash used in investing activities totaled $195.9 million during the nine months ended September 30, 2015, which primarily represents our investment in oil and gas properties of $385.5 million, offset by $179.5 million of previously restricted proceeds from the saleability of oil and gas propertiescompanies to access the equity and $11.6high yield debt markets has been significantly limited since the significant decline in commodity prices throughout 2015 and into 2016.
Historically, we have been able to obtain an exemption from supplemental bonding requirements on our offshore leases for abandonment obligations based on financial net worth, however, on March 21, 2016, we received notice letters from BOEM stating that BOEM had determined that we no longer qualified for a supplemental bonding waiver under the financial criteria specified in BOEM’s current guidance to lessees. BOEM's notice letters indicate the amount of Stone's supplemental bonding needs could be as much as $565 million. We are in discussions with BOEM to reduce the amount of the supplemental bonding or other forms of financial assurance that the agency may require and the timing of when such bonds or financial assurances may need to be provided. In late March 2016, we proposed a tailored plan to BOEM for financial assurances relating to our abandonment obligations, which remains subject to approval by BOEM. We currently have approximately $223 million posted in surety bonds in favor of proceedsBOEM, third party bonds and letters of credit, all relating to our offshore abandonment obligations.Our proposed tailored plan provides for posting some incremental financial assurances, and discussions on the approval and implementation of this plan are ongoing. Although the surety companies have not historically required collateral from the saleus to back our surety bonds, some cash collateral will be required on a portion of oilour existing surety bonds as well as additional surety bonds we expect will be required to satisfy BOEM's financial assurance requirements. This need to obtain additional surety bonds or some other form of financial assurance, could impact our liquidity. See Known Trends and gas properties. Net cash used in investing activities totaled $698.7 million during the nine months ended September 30, 2014, which primarily represents our investment in oil and gas properties of $727.5 million, offset by proceeds from the sale of oil and gas properties of $37.5 million.Uncertainties.
Net cash used in financing activities totaled $3.1 million during the nine months ended September 30, 2015, which primarily represents net payments for share-based compensation. During the nine months ended September 30, 2015, we had $5.0 million in borrowings and $5.0 million in repayments of borrowings under our bank credit facility. Net cash provided by financing activities totaled $215.5 million during the nine months ended September 30, 2014, which primarily represents net proceeds from the sale of common stock of approximately $226.0 million, offset by net payments for share-based compensation of approximately $7.2 million and deferred financing costs of approximately $3.3 million associated with our bank credit facility.

We had working capital at September 30, 2015 of $27.4 million.
Capital Expenditures. During the three months ended September 30, 2015, additions to oil and gas property costs of $119.6 million included $6.0 million of capitalized SG&A expenses (inclusive of incentive compensation) and $10.3 million of capitalized interest. During the nine months ended September 30, 2015, additions to oil and gas property costs of $339.0 million included $1.2 million of lease and property acquisition costs, $21.9 million of capitalized SG&A expenses (inclusive of incentive compensation) and $31.9 million of capitalized interest. These investments were financed with cash on hand and cash flows from operating activities.Indebtedness.
Bank Credit Facility.Facility – On June 24, 2014, we entered into an amended and restated revolving credit facility with commitments totaling $900 million (subject to borrowing base limitations) through a syndicated bank group, replacing our previous facility. The bank credit facility matures on July 1, 2019. On October 13, 2015, our borrowing base under the bank credit facility was reaffirmed at $500 million. Continued low commodity prices, further declines in commodity prices and/or widening negative price differentials (particularly in Appalachia) will likely have a material adverse impact on the value of our estimated proved reserves2019 and could result in reductions of our borrowing base. As of November 3, 2015, we had no outstanding borrowings under the bank credit facility and $19.2 million of letters of credit had been issued pursuant to the bank credit facility, leaving $480.8 million of availability under the bank credit facility. The bank credit facility is guaranteed by our Guarantor Subsidiaries.
The borrowing base under the bank credit facility is redetermined semi-annually, typically in May and November, by the lenders, taking into consideration the estimated loan value of our oil and gas properties and those of our subsidiaries that guarantee the bank facility in accordance with the lenders’ customary practices for oil and gas loans. In addition, we and the lenders each have discretion at any time, but not more than two additional times in any calendar year, to have the borrowing base redetermined. On April 13, 2016, we received notice that our borrowing base under the bank credit facility was reduced from $500 million to $300 million. On that date, we had $457 million of outstanding borrowings and $18.3 million of outstanding letters of credit, or $175.3 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). Our agreement with the banks provides that within 30 days after notification of a borrowing base deficiency, we must elect to cure the borrowing base deficiency through any combination of the following actions: (1) repay amounts outstanding sufficient to cure the deficiency within 10 days after our written election to do so; (2) add additional oil and gas properties acceptable to the banks to the borrowing base and take such actions necessary to grant the banks a mortgage in the properties within 30 days after our written election to do so; and/or (3) arrange to pay the deficiency in six equal monthly installments. We have not taken any action or made an election of actions to be taken to cure the borrowing base deficiency.
The bank credit facility is collateralized by substantially all of our assets and the assets of Stone and itsour material subsidiaries. TheyWe are required to mortgage and grant a security interest in theirour oil and natural gas reserves representing at least 80% of the discounted present value of the future net cash flows from theirour proved oil and natural gas reserves reviewed in determining the borrowing base.

27


Table Low commodity prices and negative price differentials have had a material adverse impact on the value of Contentsour estimated proved reserves and, in turn, the market value used by the lenders to determine our borrowing base. Continued low commodity prices or further declines in commodity prices will likely have a further material adverse impact on the value of our estimated proved reserves.

Interest on loans under the bank credit facility is calculated using the LIBOR rate or the base rate, at the election of Stone.our election. The margin for loans at the LIBOR rate is determined based on borrowing base utilization and ranges from 1.500% to 2.500%. Under the financial covenants of our bank credit facility, we must (1) maintain a ratio of Consolidated Funded Debt to consolidated EBITDA, as defined in the credit agreement, for the preceding four quarterly periods of not greater than 3.75 to 1 and (2) maintain a ratio of consolidated EBITDA to consolidated Net Interest Expense, as defined in the credit agreement, for the preceding four quarterly periods of not less than 2.50 to 1. As

25


Table of September 30, 2015, our Consolidated Funded Debt to consolidated EBITDA ratio was 2.99 to 1 and our consolidated EBITDA to consolidated Net Interest Expense ratio was approximately 8.45 to Contents

1. In addition, our bank credit facility includes certain customary restrictions or requirements with respect to disposition of properties, incurrence of additional debt, change of control and reporting responsibilities. These covenants may limit or prohibit us from paying cash dividends but do allow for limited stock repurchases. These covenants also restrict our ability to prepay other indebtedness under certain circumstances. We
As of March 31, 2016, we were in compliance with all of our financial covenants asunder our bank credit facility and the indentures governing our outstanding notes. However, given the lower commodity prices and our reduced hedged position in 2016, we anticipate that we will exceed the Consolidated Funded Debt to consolidated EBITDA financial covenant of September 30,3.75 to 1 set forth in our bank credit facility at the end of the second quarter of 2016, which would require us to seek a waiver or amendment from our bank lenders. We are currently in discussions with our banks regarding an amendment to our bank credit facility. If we are unable to reach an agreement with our banks or find acceptable alternative financing, it may lead to an event of default under our bank credit facility.  If following an event of default, the banks were to accelerate repayment under the bank credit facility, it would result in an event of default and may result in the acceleration of our other debt instruments. 
Senior Notes – Our senior notes consist of $300 million of 2017 Convertible Notes and $775 million of 2022 Notes. The 2017 Convertible Notes will be due on March 1, 2017, unless earlier converted or repurchased by us at the option of the holder(s). We are actively analyzing a variety of financing options to address the March 2017 maturity of our 2017 Convertible Notes. We have an interest payment obligation under our 2022 Notes of approximately $29 million, due on May 16, 2016.The indenture governing the 2022 Notes provides a 30-day grace period that extends the latest date for making this cash interest payment to June 14, 2016 before an Event of Default occurs under the indenture, which would give the trustee or the holders of at least 25% in principal amount of the 2022 Notes the option to accelerate payment of the principal plus accrued and unpaid interest on the 2022 Notes. Although we have sufficient liquidity to make the interest payment by the due date, we may, alternatively, utilize the 30-day grace period provided for by the indenture, to allow us additional time to assess our restructuring alternatives.
Cash Flow and Working Capital.
Net cash provided by operating activities totaled $29.4 million during the three months ended March 31, 2016 compared to $83.5 million during the comparable period in 2015. The decrease was primarily due to the decline in our hedge-effected oil, natural gas and NGL prices and the decline in natural gas and NGL production volumes, partially offset by a decline in lease operating, transportation, processing and gathering and SG&A expenses. See "Results of Operations" for additional information relative to commodity prices, production and operating expense variances.
Net cash used in investing activities totaled $129.3 million during the three months ended March 31, 2016, which primarily represents our investment in oil and gas properties. Net cash provided by investing activities totaled $7.1 million during the three months ended March 31, 2015, which primarily represents our investment in oil and gas properties of $169.9 million, offset by $177.6 million of previously restricted proceeds from the sale of oil and gas properties.
Net cash provided by financing activities totaled $456.3 million during the three months ended March 31, 2016, which primarily represents $477.0 million of borrowings under our bank credit facility less $20.0 million in repayments of borrowings under our bank credit facility. Net cash used in financing activities totaled $3.0 million during the three months ended March 31, 2015, which primarily represents net payments for share-based compensation. During the three months ended March 31, 2015, we had $5.0 million in borrowings and $5.0 million in repayments of borrowings under our bank credit facility.
We had a working capital deficit at March 31, 2016 of $87.5 million.
Capital Expenditures.
During the three months ended March 31, 2016, additions to oil and gas property costs of $87.3 million included $0.6 million of lease and property acquisition costs, $5.8 million of capitalized SG&A expenses (inclusive of incentive compensation) and $7.4 million of capitalized interest. These investments were financed with cash on hand and cash flows from operating activities.
Contractual Obligations and Other Commitments
We have various contractual obligations and other commitments in the normal course of operations. For further information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Other Commitments” in our 20142015 Annual Report on Form 10-K. There have been no material changes to this disclosure during the ninethree months ended September 30, 2015.March 31, 2016.

26


Table of Contents

Results of Operations
The following tables settable sets forth certain information with respect to our oil and gas operations:
Three Months Ended
September 30,
    Three Months Ended
March 31,
    
2015 2014 Variance % Change2016 2015 Variance % Change
Production:              
Oil (MBbls)1,509
 1,329
 180
 14 %1,635
 1,622
 13
 1 %
Natural gas (MMcf)8,328
 10,891
 (2,563) (24)%6,846
 11,157
 (4,311) (39)%
NGLs (MBbls)765
 495
 270
 55 %364
 683
 (319) (47)%
Oil, natural gas and NGLs (MBoe)3,140
 4,165
 (1,025) (25)%
Oil, natural gas and NGLs (MMcfe)21,972
 21,835
 137
 1 %18,840
 24,987
 (6,147) (25)%
Revenue data (in thousands): (1)
              
Oil revenue$105,013
 $123,795
 $(18,782) (15)%$60,275
 $107,507
 $(47,232) (44)%
Natural gas revenue17,367
 30,154
 (12,787) (42)%15,173
 28,337
 (13,164) (46)%
NGLs revenue5,980
 21,014
 (15,034) (72)%4,735
 12,366
 (7,631) (62)%
Total oil, natural gas and NGL revenue$128,360
 $174,963
 $(46,603) (27)%$80,183
 $148,210
 $(68,027) (46)%
Average prices:              
Prior to the cash settlement of effective hedging contracts              
Oil (per Bbl)$45.51
 $94.17
 $(48.66) (52)%$31.22
 $45.31
 $(14.09) (31)%
Natural gas (per Mcf)1.65
 2.77
 (1.12) (40)%1.70
 2.29
 (0.59) (26)%
NGLs (per Bbl)7.82
 42.45
 (34.63) (82)%13.01
 18.11
 (5.10) (28)%
Oil, natural gas and NGLs (per Boe)21.47
 26.76
 (5.29) (20)%
Oil, natural gas and NGLs (per Mcfe)4.02
 8.07
 (4.05) (50)%3.58
 4.46
 (0.88) (20)%
Including the cash settlement of effective hedging contracts              
Oil (per Bbl)$69.59
 $93.15
 $(23.56) (25)%$36.87
 $66.28
 $(29.41) (44)%
Natural gas (per Mcf)2.09
 2.77
 (0.68) (25)%2.22
 2.54
 (0.32) (13)%
NGLs (per Bbl)7.82
 42.45
 (34.63) (82)%13.01
 18.11
 (5.10) (28)%
Oil, natural gas and NGLs (per Boe)25.54
 35.58
 (10.04) (28)%
Oil, natural gas and NGLs (per Mcfe)5.84
 8.01
 (2.17) (27)%4.26
 5.93
 (1.67) (28)%
Expenses (per Mcfe):              
Lease operating expenses$1.10
 $2.00
 $(0.90) (45)%$1.04
 $1.10
 $(0.06) (5)%
Transportation, processing and gathering expenses0.83
 0.77
 0.06
 8 %0.04
 0.71
 (0.67) (94)%
SG&A expenses (2)0.89
 0.75
 0.14
 19 %0.73
 0.68
 0.05
 7 %
DD&A expense on oil and gas properties2.77
 3.63
 (0.86) (24)%3.21
 3.41
 (0.20) (6)%
 
(1)Includes the cash settlement of effective hedging contractscontracts.
(2)Excludes incentive compensation expense

28


Table of Contents

 Nine Months Ended
September 30,
    
 2015 2014 Variance % Change
Production:       
Oil (MBbls)4,665
 4,228
 437
 10 %
Natural gas (MMcf)32,066
 35,895
 (3,829) (11)%
NGLs (MBbls)2,242
 1,472
 770
 52 %
Oil, natural gas and NGLs (MMcfe)73,508
 70,095
 3,413
 5 %
Revenue data (in thousands): (1)
       
Oil revenue$324,105
 $404,477
 $(80,372) (20)%
Natural gas revenue72,611
 133,183
 (60,572) (45)%
NGLs revenue29,379
 64,920
 (35,541) (55)%
Total oil, natural gas and NGL revenue$426,095
 $602,580
 $(176,485) (29)%
Average prices:       
Prior to the cash settlement of effective hedging contracts       
Oil (per Bbl)$48.74
 $98.03
 $(49.29) (50)%
Natural gas (per Mcf)1.94
 3.92
 (1.98) (51)%
NGLs (per Bbl)13.10
 44.10
 (31.00) (70)%
Oil, natural gas and NGLs (per Mcfe)4.34
 8.85
 (4.51) (51)%
Including the cash settlement of effective hedging contracts       
Oil (per Bbl)$69.48
 $95.67
 $(26.19) (27)%
Natural gas (per Mcf)2.26
 3.71
 (1.45) (39)%
NGLs (per Bbl)13.10
 44.10
 (31.00) (70)%
Oil, natural gas and NGLs (per Mcfe)5.80
 8.60
 (2.80) (33)%
Expenses (per Mcfe):       
Lease operating expenses$1.08
 $2.00
 $(0.92) (46)%
Transportation, processing and gathering expenses0.76
 0.65
 0.11
 17 %
SG&A expenses (2)0.72
 0.70
 0.02
 3 %
DD&A expense on oil and gas properties3.03
 3.61
 (0.58) (16)%
(1)Includes the cash settlement of effective hedging contracts
(2)Excludes incentive compensation expenseexpense.
Net Income.Loss. During the three months ended September 30, 2015,March 31, 2016, we reported a net loss totaling approximately $292.0$188.8 million, or $5.28$3.39 per share, compared to a net loss for the three months ended September 30, 2014March 31, 2015 of $29.4$327.4 million, or $0.54 per share. During the nine months ended September 30, 2015, we reported a net loss totaling approximately $772.3 million, or $13.98 per share, compared to net income for the nine months ended September 30, 2014 of $1.0 million, or $0.02$5.93 per share. All per share amounts are on a diluted basis.
We follow the full cost method of accounting for oil and gas properties. At September 30, 2015, we recognized a ceiling test write-down of our U.S. oilDuring the three months ended March 31, 2016 and gas properties totaling $295.7 million. At June 30, 2015, we recognized ceiling test write-downs of our U.S. and Canadian oil and gas properties totaling $224.3 million. At$128.9 million and $491.4 million, respectively. During the three months ended March 31, 2015,2016, we recognized a ceiling test write-down of our U.S.Canadian oil and gas properties, which were deemed fully impaired at the end of 2015, totaling $491.4$0.3 million. The write-downs did not impact our cash flows from operating activities but did reduce net income and stockholders’ equity.
The variance in the three and nine month periods’ results was also due to the following components:
Production. During the three months ended September 30, 2015,March 31, 2016, total production volumes increaseddecreased to 22.018.8 Bcfe compared to 21.825.0 Bcfe produced during the comparable 2014 period.2015 period, representing a 25% decrease. Oil production during the three months ended September 30, 2015March 31, 2016 totaled approximately 1,509,000 Bbls1,635 MBbls compared to 1,329,000 Bbls1,622 MBbls produced during the comparable 20142015 period. Natural gas production totaled 8.36.8 Bcf during the three months ended September 30, 2015March 31, 2016 compared to 10.911.2 Bcf during the comparable 20142015 period. NGL production during the three months ended September 30, 2015March 31, 2016 totaled approximately 765,000 Bbls364 MBbls compared to 495,000 Bbls683 MBbls produced during the comparable 2014 period.
During the nine months ended September 30, 2015, total production volumes increased to 73.5 Bcfe compared to 70.1 Bcfe produced during the comparable 2014 period, representing a 5% increase. Oil production during the nine months ended September 30, 2015 totaled approximately 4,665,000 Bbls compared to 4,228,000 Bbls produced during the comparable 2014 period. Natural gas

2927


Table of Contents

production totaled 32.1 Bcf during the nine months ended September 30, 2015 compared to 35.9 Bcf during the comparable 2014 period. NGL production during the nine months ended September 30, 2015 totaled approximately 2,242,000 Bbls compared to 1,472,000 Bbls produced during the comparable 2014 period.
During the three months ended June 30, 2015, we realized increases to our net revenueThe decreases in natural gas and working interests in multiple wells in the Mary field in Appalachia resulting from the finalization of participation elections made by partners and potential partners in certain units. Although we recognized approximately 1.7 Bcfe of incremental production volumes associated with increased interests, net operating income for the affected wells was only minimally impacted due to depressed commodity prices. The increase in oil volumes during the nine months ended September 30, 2015 was also attributable to production from our deepwater Cardona wells, which began producing late in the fourth quarter of 2014. These increases inNGL production volumes were partially offset by decreases in production resulting from the divestitures of certain of our non-core GOM conventional shelf properties during 2014. Production volumes for the three months ended September 30, 2015 were also negatively impacted byprimarily attributable to the shut-in of theproduction at our Mary field in Appalachia.since September 2015.
Prices. Prices realized during the three months ended September 30, 2015March 31, 2016 averaged $69.59$36.87 per Bbl of oil, $2.09$2.22 per Mcf of natural gas and $7.82$13.01 per Bbl of NGLs, or 27%28% lower, on an Mcfe basis, than average realized prices of $93.15$66.28 per Bbl of oil, $2.77$2.54 per Mcf of natural gas and $42.45$18.11 per Bbl of NGLs during the comparable 2014 period. Prices realized during the nine months ended September 30, 2015 averaged $69.48 per Bbl of oil, $2.26 per Mcf of natural gas and $13.10 per Bbl of NGLs, or 33% lower, on an Mcfe basis, than average realized prices of $95.67 per Bbl of oil, $3.71 per Mcf of natural gas and $44.10 per Bbl of NGLs during the comparable 2014 period. All unit pricing amounts include the cash settlement of effective hedging contracts.
We enter into various derivative contracts in order to reduce our exposure to the possibility of declining oil and natural gas prices. Our effective hedging transactions increased our average realized natural gas price by $0.44$0.52 per Mcf and increased our average realized oil price by $24.08$5.65 per Bbl during the three months ended September 30, 2015.March 31, 2016. During the three months ended September 30, 2014, our effective hedging transactions had a minimal impact on average realized natural gas prices and decreased our average realized oil price by $1.02 per Bbl. During the nine months ended September 30,March 31, 2015, our effective hedging transactions increased our average realized natural gas price by $0.32$0.25 per Mcf and increased our average realized oil price by $20.74$20.97 per Bbl. During the nine months ended September 30, 2014, our effective hedging transactions decreased our average realized natural gas price by $0.21 per Mcf and decreased our average realized oil price by $2.36 per Bbl.

Revenue. Oil, natural gas and NGL revenue was $128.4$80.2 million during the three months ended September 30, 2015March 31, 2016 compared to $175.0$148.2 million during the comparable period of 2014. For the nine months ended September 30, 2015 and 2014, oil, natural gas and NGL revenue totaled $426.1 million and $602.6 million, respectively.2015. The decrease in total revenue for the three and nine months ended September 30, 2015March 31, 2016 was primarily due to a 27% and 33%28% decrease respectively, in average realized prices and a 25% decrease in production volumes from the comparable periodsperiod of 2014. The decreases were also attributable to the divestitures of certain non-core GOM conventional shelf properties during 2014.2015.
Derivative Income/Expense.Income. Net derivative income for the three months ended September 30, 2015March 31, 2016 totaled $2.4$0.1 million, comprised of $5.3$0.3 million of income from cash settlements and $2.9$0.2 million of non-cash expense resulting from changes in the fair value of unsettled derivative instruments. For the three months ended September 30, 2014,March 31, 2015, net derivative income totaled $5.8$3.1 million, comprised of $0.7$4.6 million of income from cash settlements and $5.1$1.5 million of non-cash income resulting from changes in the fair value of unsettled derivative instruments. Net derivative income for the nine months ended September 30, 2015 totaled $4.9 million, comprised of $15.7 million of income from cash settlements and $10.8 million of non-cash expense resulting from changes in the fair value of unsettled derivative instruments. For the nine months ended September 30, 2014, net derivative income totaled $2.7 million, comprised of $0.2 million of income from cash settlements and $2.5 million of non-cash income resulting from changes in the fair value of unsettled derivative instruments.
Expenses. Lease operating expenses during the three months ended September 30,March 31, 2016 and 2015 and 2014 totaled $24.2$19.5 million and $43.6 million, respectively. For the nine months ended September 30, 2015 and 2014, lease operating expenses totaled $79.3 million and $139.9$27.6 million, respectively. On a unit of production basis, lease operating expenses were $1.10$1.04 per Mcfe and $2.00$1.10 per Mcfe for the three months ended September 30,March 31, 2016 and 2015, and 2014, respectively, and $1.08 per Mcfe and $2.00 per Mcfe for the nine months ended September 30, 2015 and 2014, respectively. The decrease in lease operating expenses during the three and nine months ended September 30, 2015March 31, 2016 was primarily attributable to the divestitures of certain non-core GOM conventional shelf properties during 2014 as well as service cost reductions, operating efficiencies and operating efficiencies.the shut-in of production at our Mary field since September 2015.
Transportation, processing and gathering expenses during the three months ended September 30,March 31, 2016 and 2015 and 2014 totaled $18.2$0.8 million and $16.7$17.7 million, respectively, or $0.83$0.04 per Mcfe and $0.77 per Mcfe, respectively. For the nine months ended September 30, 2015 and 2014, transportation, processing and gathering expenses totaled $55.9 million and $45.4 million, respectively, or $0.76 per Mcfe and $0.65$0.71 per Mcfe, respectively. The increasedecrease was attributable to higher gas, NGL and condensate volumes in Appalachia, where processing and gatheringthe shut-in of production at our Mary field since September 2015 as well as the recoupment of previously paid transportation costs are higher. Additionally,allocable to the results for the three months ended September 30, 2015 included a

30


TableFederal government's portion of Contents

$2.9 million accrual for a potential liability associated with an ongoing regulatory examination relatingcertain of our deep water production, which amounted to processing fees for our GOM production.approximately $4 million.
Depreciation, depletion and amortization ("DD&A") expense on oil and gas properties for the three months ended September 30, 2015March 31, 2016 totaled $60.8$60.4 million compared to $79.2$85.2 million during the comparable period of 2014. For the nine months ended September 30, 2015 and 2014, DD&A expense totaled $222.8 million and $252.9 million, respectively.2015. On a unit of production basis, DD&A expense was $2.77$3.21 per Mcfe and $3.63$3.41 per Mcfe during the three months ended September 30,March 31, 2016 and 2015, and 2014, respectively. For the nine months ended September 30, 2015 and 2014, DD&A expense, on a unit of production basis, was $3.03 per Mcfe and $3.61 per Mcfe, respectively. The decrease in DD&A from 2014during the three months ended March 31, 2016 was primarily due to the ceiling test write-downs of our oil and gas properties.
Other operational expenses for the three months ended March 31, 2016 and 2015 totaled $12.5 million and $0.1 million, respectively. Included in other operational expenses for the three months ended March 31, 2016 is a $6.0 million loss on the substantial liquidation of our foreign subsidiary, Stone Energy Canada ULC, representing cumulative foreign currency translation adjustments which were reclassified from accumulated other comprehensive income. Also included in other operational expenses for the three months ended March 31, 2016 are approximately $6.1 million of rig subsidy charges related to the farm out of the ENSCO 8503 deep water drilling rig and stacking charges related to the Saxon Appalachian rig.
SG&A expenses (exclusive of incentive compensation) for the three months ended September 30, 2015March 31, 2016 were $19.6$13.7 million compared to $16.3$17.0 million for the three months ended September 30, 2014. For the nine months ended September 30, 2015 and 2014, SG&A expenses (exclusive of incentive compensation) totaled $53.0 million and $49.3 million, respectively.March 31, 2015. On a unit of production basis, SG&A expenses were $0.89$0.73 per Mcfe and $0.75$0.68 per Mcfe for the three months ended September 30,March 31, 2016 and 2015, and 2014, respectively. For the nine months ended September 30, 2015 and 2014, SG&A expenses, on a unit of production basis, were $0.72 per Mcfe and $0.70 per Mcfe, respectively. The increasedecrease in SG&A expenses for the three months ended September 30, 2015March 31, 2016 related primarily to $1.8 million in severance payments made in conjunction with a reduction of our workforce and $2.1 million of lease termination charges associated with the early termination of an office lease.workforce. SG&A expenses for the ninethree months ended September 30, 2015March 31, 2016 included approximately $3.7$1 million in severance paymentsof professional fees associated with the reduction in our workforce.debt restructuring efforts.
For the three months ended September 30,March 31, 2016 and 2015, and 2014, incentive compensation expense totaled $0.8$5.0 million and $3.1 million, respectively. For the nine months ended September 30, 2015 and 2014, incentive compensation expense totaled $3.6 million and $10.1$1.6 million, respectively. These amounts related to the accrual of estimated incentive compensation bonuses, which are calculated based on the projected achievement of certain strategic objectives for each fiscal year.
Interest expense for the three months ended September 30, 2015March 31, 2016 totaled $10.9$15.2 million, net of $10.3$7.4 million of capitalized interest, compared to interest expense of $10.3$10.4 million, net of $10.8 million of capitalized interest, during the comparable 2014 period. For the nine months ended September 30, 2015 interest expense totaled $31.7 million, net of $31.9 million of capitalized interest, compared to interest expense of $28.6 million, net of $34.8 million of capitalized interest, during the comparable 2014 period. The increase in interest expense was primarily the result of a decrease in the amount of interest capitalized to oil and gas properties.properties and interest expense associated with the increased borrowings under our bank credit facility.

28


Table of Contents

For the ninethree months ended September 30,March 31, 2016 and 2015, and 2014, we recorded an income tax provision (benefit) provision of $(280.8)$1.8 million and $3.6($179.9) million, respectively. The income tax benefit recorded for the ninethree months ended September 30,March 31, 2015 was a result of our loss before income taxes attributable to the ceiling test write-downs of our oil and gas properties. As a result of the significant declines in commodity prices and the resulting ceiling test write-downs and net losses incurred, overwe determined in the past four quarters, we determinedthird quarter of 2015 that it was more likely than not that a portion of our deferred tax assets will not be realized in the future. Accordingly, we established a $96.5 million valuation allowance against a portion of our deferred tax assetsassets. The change in the third quarter of 2015. Our assessment of the realizability of our deferredvaluation allowance was recorded as an adjustment to income tax assets is based on the weight of all available evidence, both positive and negative, including future reversals of deferred tax liabilities.expense.
Off-Balance Sheet Arrangements
None.
Recent Accounting Developments
None.In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The standard is effective for public entities for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years, with earlier application permitted. Upon adoption the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. We are currently evaluating the effect that this new standard may have on our financial statements.
In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation (Topic 718)" to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and forfeitures, as well as classification in the statement of cash flows. The standard is effective for public entities for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. An entity that elects early adoption must adopt all of the amendments in ASU 2016-09 in the same period. We are currently evaluating the effect that this new standard may have on our financial statements, but we do not anticipate the implementation of this new standard will have a material effect.
Defined Terms
Oil, condensate and NGLs are stated in barrels (“Bbls”) or thousand barrels (“MBbls”). Natural gas is stated in billion cubic feet (“Bcf”), million cubic feet (“MMcf”) or thousand cubic feet (“Mcf”). Oil, condensate and NGLs are converted to natural gas at a ratio of one barrel of liquids per six Mcf of gas. Bcfe, MMcfe and Mcfe represent one billion cubic feet, one million cubic feet and one thousand cubic feet of gas equivalent, respectively. MMBoe representsand MBoe represent one million and one thousand barrels of oil equivalent.equivalent, respectively. MMBtu represents one million British Thermal Units. An active property is an oil and gas property with existing production. A primary term lease is an oil and gas property with no existing production, in which we have a specific time frame to establish production without losing the rights to explore the property. Liquidity is defined as the ability to obtain cash quickly either through the conversion of assets or incurrence of liabilities.


3129


Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
Our major market risk exposure continues to be the pricing applicable to our oil and natural gas production. Our revenues, profitability and future rate of growth depend substantially upon the market prices of oil and natural gas, which fluctuate widely. Oil and natural gas price declines and volatility could adversely affect our revenues, cash flows and profitability. Price volatility is expected to continue. For the ninethree months ended September 30, 2015,March 31, 2016, a 10% fluctuation in realized oil and natural gas prices, including the effects of hedging contracts, would have had an approximate $4.4$4.8 million impact on our revenues. Excluding the effects of hedging contracts, a 10% fluctuation in realized oil and natural gas prices would have had an approximate $6.7 million impact on our revenues. In order to manage our exposure to oil and natural gas price declines, we enter into oil and natural gas price hedging arrangements to secure a price for a portion of our expected future production.
On October 15, 2015, our board of directors approved a change in the amountOur hedging policy currently provides that not more than 60% of our estimated production quantities that can be hedged for any given year increasing it from 50% to 60%.without the consent of the board of directors. We believe that our hedging positions as of November 3, 2015May 4, 2016 have hedged approximately 47% of our estimated 2015 production from estimated proved reserves and 21%28% of our estimated 2016 production from estimated proved reserves. Although we continue to monitor the marketplace for additional hedges for 2016 and beyond, continued weakness in commodity prices may impair our ability to secure hedges at prices we deem acceptable. See Part I, Item 1. Financial Statements – Note 34 – Derivative Instruments and Hedging Activities, of this Form 10-Q for a detailed discussion of hedges in place to manage our exposure to oil and natural gas price declines.
Since the filing of our 20142015 Annual Report on Form 10-K, there have been no material changes in reported market risk as it relates to commodity prices.
Interest Rate Risk
We had total debt outstanding of $1,075$1,544 million at September 30, 2015, allMarch 31, 2016, of which $1,087 million, or 70%, bears interest at fixed rates. The $1,075$1,087 million of fixed-rate debt is comprised of $300 million face value of the 2017 Convertible Notes, and $775 million of the 2022 Notes.
Our bank credit facility is subject toNotes and $12 million of the Building Loan. At March 31, 2016, the remaining $457 million of our outstanding debt bears interest at an adjustable interest rate.rate and consists of borrowings outstanding under our bank credit facility. See Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources of this Form 10-Q. We had no outstanding borrowingsBorrowings under our bank credit facility as of September 30, 2015. If we borrow funds under our bank credit facility, we may be subject us to increased sensitivity to interest rate movements. We currently have no interest rate hedge positions in place to reduce our exposure to changes in interest rates. At March 31, 2016, the weighted average interest rate under our bank credit facility was approximately 3.5% per annum.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2015March 31, 2016 at the reasonable assurance level.
Changes in Internal Controls Over Financial Reporting
There has not been any change in our internal control over financial reporting that occurred during the quarter ended September 30, 2015March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3230



PART II – OTHER INFORMATION
 
Item 1. Legal Proceedings
We are named as a party in certain lawsuits and regulatory proceedings arising in the ordinary course of business. We do not expect that these matters, individually or in the aggregate, will have a material adverse effect on our financial condition.
On November 11, 2013, two lawsuits were filed, and on November 12, 2013, a third lawsuit was filed, against Stone and other named co-defendants, by the Parish of Jefferson (“Jefferson Parish”), on behalf of Jefferson Parish and the State of Louisiana, in the 24th Judicial District Court for the Parish of Jefferson, State of Louisiana, alleging violations of the State and Local Coastal Resources Management Act of 1978, as amended, and the applicable regulations, rules, orders and ordinances thereunder (collectively, “the CRMA”), relating to certain of the defendants’ alleged oil and gas operations in Jefferson Parish, and seeking to recover alleged unspecified damages to the Jefferson Parish Coastal Zone and remedies, including unspecified monetary damages and declaratory relief, restoration of the Jefferson Parish Coastal Zone and related costs and attorney’s fees.
In addition, on November 8, 2013, a lawsuit was filed against Stone and other named co-defendants by the Parish of Plaquemines (“Plaquemines Parish”), on behalf of Plaquemines Parish and the State of Louisiana, in the 25th Judicial District Court for the Parish of Plaquemines, State of Louisiana, alleging violations of the CRMA, relating to certain of the defendants’ alleged oil and gas operations in Plaquemines Parish, and seeking to recover alleged unspecified damages to the Plaquemines Parish Coastal Zone and remedies, including unspecified monetary damages and declaratory relief, restoration of the Plaquemines Parish Coastal Zone, and related costs and attorney’s fees. On November 12, 2015, the Plaquemines Parish Council passed a resolution instructing its attorneys to dismiss all 21 Coastal Zone Management suits filed by the Plaquemines Parish. To date, counsel for the Plaquemines Parish has not yet moved to dismiss the cases. On January 12, 2016, Stone engaged counsel and removedmoved to dismiss the cases to federal court. The plaintiffsaction without prejudice. Plaintiff has not yet opposed removal. All four cases have been remanded to Louisiana state court. Stone and other defendants filed peremptory and dilatory exceptions, which are pending. Stone is actively investigating and evaluating the allegations.motion.
On July 26,October 10, 2012, weStone received a notice from the Bureau of Safety and Environmental Enforcement (“BSEE”) that it was initiating an enforcement proceeding with respect to an Incident of Non-Compliance observed at ourStone's Vermillion Block 255 H Platform H inon April 19, 2012. We believeStone does not agree that the conditions observed were not actually violations of applicable rules and accordingly initiated discussions withrules. BSEE to resolve the matter. Notwithstanding these discussions, by “Reviewingissued a Reviewing Officer’s Final Decision”Decision dated July 9, 2013, BSEE assessedassessing a penalty against Stone of $200,000, based onwhich was calculated as $25,000 per day for eight days of alleged improper venting of gas at the platform. On administrative appeal,August 12, 2015, the Interior Board of Land Appeals affirmed the penalty. Stone's subsequent appeal to the Director of the Department of the Interior Office of Hearings and Appeals was unsuccessful. Stone paid the $200,000 penalty on March 28, 2016 and the matter is pending. We do not believe that this proceeding will have a material adverse effect on our financial condition or results of operations.now closed.
On November 17, 2014, the Pennsylvania Department of Environmental Protection (“PADEP”) issued a Notice of Violation (“NOV”) to Stone alleging releases of production fluid and an improper closure of a drill cuttings pit at Stone’s Loomis No. 1 well site in Susquehanna County, Pennsylvania. InPrior to this, in September 2014, Stone sold its interest inhad transferred ownership of the Loomis No. 1 well site to Southwestern Energy Company (“Southwestern”), and. PADEP approved the transfer on November 24, 2014, after Stone’s receipt ofissuing the NOV.NOV to Stone. Stone investigated the allegations found in the NOV and responded to PADEP on January 5, 2015. Reclamation of the site by Southwestern, with the participation of the PADEP and Stone, is now complete. The PADEP may impose a penalty in this matter, but the amount of such penalty cannot be reasonably estimated at this time. Southwestern is conducting remediation activities at the well site, and Stone continues to monitor those activities.
Also on November 17, 2014, the Environmental Protection Agency (“EPA”) issued two administrative compliance orders relating, respectively, to Stone’s Conley and Tuttle Impoundment Sites in West Virginia. The EPA compliance orders (1) allege that Stone placed fill material in jurisdictional waters without first obtaining a Clean Water Act permit and (2) order Stone to submit a wetland and stream delineation report. On December 8, 2014, Stone received a request from the EPA for additional information about the sites. Stone responded to this request and submitted site delineations. Stone settled the enforcements action for the Conley and Tuttle Impoundment Sites for $135,647 and $141,245, respectively. The EPA has also approved Stone’s wetland and stream delineation report. A Final Consent Agreement and Order was issued September 17, 2015 and Stone's payment was released. Stone continues to work with the EPA on a restoration plan.

Legal proceedings are subject to substantial uncertainties concerning the outcome of material factual and legal issues relating to the litigation. Accordingly, we cannot currently predict the manner and timing of the resolution of some of these matters and may be unable to estimate a range of possible losses or any minimum loss from such matters.
Item 1A. Risk Factors

ThereThe following updates the Risk Factors included in our 2015 Annual Report on Form 10-K. Except as set forth below, there have been no material changes with respect to Stone’s risk factors previously reported in Part I, Item 1A, of our 20142015 Annual Report on Form 10-K.

The closing market price of our common stock has recently declined significantly. On April 29, 2016, we were notified by the New York Stock Exchange (the “NYSE”) that our common stock was not in compliance with NYSE listing standards. If we are unable to cure the stock price deficiency, our common stock could be delisted from the New York Stock Exchange (the “NYSE”) or trading could be suspended.
Our common stock is currently listed on the NYSE. In order for our common stock to continue to be listed on the NYSE, we are required to comply with various listing standards, including the maintenance of a minimum average closing price of at least $1.00 per share during a consecutive 30 trading-day period. In addition to the minimum average closing price criteria, we are considered to be below compliance if our average market capitalization over a consecutive 30 day-trading period is less than $50 million and, at the same time, our stockholders’ equity is less than $50 million.


3331



On April 29, 2016, we were notified by the NYSE that the average closing price of our shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days. Under the NYSE’s rules, we have six months following receipt of the notification to regain compliance with the minimum share price requirement or the average market capitalization and stockholders’ equity requirements. Although we have an opportunity to take action to cure such a breach, if we do not succeed, the NYSE could commence suspension or delisting procedures in respect of our common stock. In addition, our common stock could be delisted pursuant to Section 802.01 of the NYSE Listed Company Manual if the trading price of our common stock on the NYSE is abnormally low, which has generally been interpreted to mean at levels below $0.16 per share, and our common stock could also be delisted pursuant to Section 802.01 if our average market capitalization over a consecutive 30 day-trading period is less than $15 million. In these events, we would not have an opportunity to cure the stock price deficiency or market capitalization deficiency, and our shares would be delisted immediately and suspended from trading on the NYSE. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing, and attract and retain personnel by means of equity compensation, would be greatly impaired. Furthermore, with respect to any suspended or delisted securities, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such securities. A suspension or delisting would likely decrease the attractiveness of our common stock to investors and cause the trading volume of our common stock to decline, which could result in a further decline in the market price of our common stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On September 24, 2007, our board of directors authorized a share repurchase program for an aggregate amount of up to $100 million. The shares may be repurchased from time to time in the open market or through privately negotiated transactions. The repurchase program is subject to business and market conditions and may be suspended or discontinued at any time. Additionally, shares are sometimes withheld from certain employees and nonemployee directors to pay taxes associated with the vesting of restricted stock. These withheld shares are not issued or considered common stock repurchases under our authorized share repurchase program. The following table sets forth information regarding our repurchases or acquisitions of our common stock during the three months ended September 30, 2015:March 31, 2016: 
Period
Total Number
of Shares
Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
 
Approximate Dollar Value of Shares that MayYet be
Purchased Under the
Plans or Programs
July 1 - July 31, 20154,873
 $11.92
 
  
August 1 - August 31, 2015
 
 
  
September 1 - September 30, 2015
 
 
  
 4,873
 $11.92
 
 $92,928,632
Period
Total Number
of Shares
Purchased (1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
 
Approximate Dollar Value of Shares that MayYet be
Purchased Under the
Plans or Programs
January 1 - January 31, 2016237,454
 $2.74
 
  
February 1 - February 29, 2016
 
 
  
March 1 - March 31, 2016
 
 
  
 237,454
 $2.74
 
 $92,928,632
(1)Amount includes shares of our common stock withheld from employees and nonemployee directors upon the vesting of restricted stock in order to satisfy the required tax withholding obligations.
(2)There were no repurchases of our common stock under our share repurchase program during the three months ended September 30, 2015.March 31, 2016.
 

32



Item 6. Exhibits
 
3.1
 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 filed August 6, 2015 (File No. 001-12074)).
3.2
 Amended & Restated Bylaws of Stone Energy Corporation, dated December 19, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed February 27, 2014 (File No. 001-12074)).
*10.1
Stone Energy Corporation 2016 Performance Incentive Compensation Plan (approved March 10, 2016).
*31.1
 Certification of Principal Executive Officer of Stone Energy Corporation as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.
*31.2
 Certification of Principal Financial Officer of Stone Energy Corporation as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.
*#32.1
 Certification of Chief Executive Officer and Chief Financial Officer of Stone Energy Corporation pursuant to 18 U.S.C. § 1350.
*101.INS
 XBRL Instance Document
*101.SCH
 XBRL Taxonomy Extension Schema Document
*101.CAL
 XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF
 XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB
 XBRL Taxonomy Extension Label Linkbase Document
*101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document

*Filed or furnished herewith.
#Not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

3433



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  STONE ENERGY CORPORATION
    
Date:NovemberMay 5, 20152016By:/s/ Kenneth H. Beer
   Kenneth H. Beer
   Executive Vice President and Chief Financial Officer
   (On behalf of the Registrant and as
   Principal Financial Officer)

3534



EXHIBIT INDEX
 
Exhibit
Number
 Description
3.1
 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 filed August 6, 2015 (File No. 001-12074)).
3.2
 Amended & Restated Bylaws of Stone Energy Corporation, dated December 19, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 filed February 27, 2014 (File No. 001-12074)).
*10.1
Stone Energy Corporation 2016 Performance Incentive Compensation Plan (approved March 10, 2016).
*31.1
 Certification of Principal Executive Officer of Stone Energy Corporation as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.
*31.2
 Certification of Principal Financial Officer of Stone Energy Corporation as required by Rule 13a-14(a) of the Securities Exchange Act of 1934.
*#32.1
 Certification of Chief Executive Officer and Chief Financial Officer of Stone Energy Corporation pursuant to 18 U.S.C. § 1350.
*101.INS
 XBRL Instance Document
*101.SCH
 XBRL Taxonomy Extension Schema Document
*101.CAL
 XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF
 XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB
 XBRL Taxonomy Extension Label Linkbase Document
*101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document

*Filed or furnished herewith.
#Not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.



3635