Form 8-K ENERGEN CORP For: Mar 31

(State or other jurisdiction

of incorporation)

(Commission

file number)

(IRS Employer

identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 23 0.425)

Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)

Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))

Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Pro Forma Financial Information

Exhibits.

EXHIBIT

NUMBER

DESCRIPTION

ENERGEN CORPORATION

April 6, 2015

By

/s/ Charles W. Porter, Jr.

Charles W. Porter, Jr.

Vice President, Chief Financial Officer and

Treasurer of Energen Corporation

ASSETS

Current Assets

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts

Inventories

Assets held for sale

Derivative instruments

Prepayments and other

Total current assets

Property, Plant and Equipment

Oil and gas properties, successful efforts method

Proved properties

Unproved properties

Less accumulated depreciation, depletion and amortization

Oil and natural gas properties, net

Other property and equipment, net

Total property, plant and equipment, net

Other assets

TOTAL ASSETS

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts payable

Accrued taxes

Accrued wages and benefits

Accrued capital costs

Revenue and royalty payable

Liabilities related to assets held for sale

Deferred income taxes

Derivative instruments

Other

Total current liabilities

Long-term debt

Asset retirement obligations

Pension and other postretirement liabilities

Deferred income taxes

Other

Total liabilities

Commitments and Contingencies

Stockholders’ Equity

Preferred stock, cumulative, $0.01 par value, 5,000,000 shares authorized

Common shareholders’ equity

Common stock, $0.01 par value; 150,000,000 shares authorized; 75,875,711 shares issued

Premium on capital stock

Retained earnings

Accumulated other comprehensive loss, net of tax

Pension and postretirement plans

Deferred compensation plan

Treasury stock, at cost: 2,980,598 shares

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Operating Revenues

Oil, natural gas liquids and natural gas sales

Gain (loss) on derivative instruments, net

Total operating revenues

Operating Expenses

Oil, natural gas liquids and natural gas production

Production and ad valorem taxes

Depreciation, depletion and amortization

Asset impairment

Exploration

General and administrative

Accretion of discount on asset retirement obligations

Loss on sale of assets and other, net

Total operating expenses

Operating income

Other Income and (Expense)

Interest expense

Other income

Total other income (expense)

Income Before Income Taxes

Income tax expense

Net Income From Continuing Operations

Diluted Earnings per Average Common Share

Continuing Operations

Basic Earnings per Average Common Share

Continuing Operations

Diluted Average Common Shares Outstanding

Basic Average Common Shares Outstanding

Unaudited Pro Forma Condensed Consolidated Balance Sheet Adjustments

The Company has used available estimated proceeds from the sale to repay a portion of the borrowings under its September 2014 Credit Facility. The estimated sales proceeds of $395 million used in the unaudited pro forma condensed consolidated balance sheet were reduced by the December 31, 2014 balance of certain liabilities assumed by the buyer of approximately $5.3 million, estimated transaction costs of $2.8 million and current income taxes payable associated with the sale of $6.8 million, which was assumed to have been paid at December 31, 2014.

Reflects the removal of the net assets sold.

The income taxes payable on the sale is calculated using the Company’s statutory tax rate of 36 percent on the estimated book gain of $17.8 million for an estimated income tax payable of $6.4 million, increased by $0.4 million attributable to the movement in net deferred income taxes (see note d). The estimated income tax payable of $6.8 million was assumed to have been paid at December 31, 2014.

Deferred income taxes changed due to anticipated additional expensing of intangible drilling costs of approximately $50.3 million net of the reversal of deferred tax liabilities associated with the properties sold of $50.7 million to accrued taxes.

The after-tax net gain on the sale is reflected as an adjustment to retained earnings.

Unaudited Pro Forma Condensed Consolidated Statement of Income Adjustments

Reflects the elimination of the operating results of the San Juan Basin natural gas assets.

Reflects a reduction in interest expense related to the use of net proceeds from the sale to repay outstanding borrowings under the Company’s September 2014 Credit Facility. The Company assumed $385.4 million of the proceeds were used to repay outstanding borrowings, which was calculated using estimated sales proceeds of $395 million less the December 31, 2014 balance of certain liabilities assumed by the buyer of approximately $5.3 million, less estimated transaction costs of $2.8 million and less estimated current taxes payable associated with the sale of $6.8 million.

Income tax expense has been calculated utilizing a statutory tax rate of 36 percent. Income tax expense also includes an additional benefit of $8.4 million as a result of re-measuring the Company’s state deferred tax liabilities. This re-measurement reflected the state apportionment changes related to the sale of the San Juan Basin properties.

The calculations of pro forma basic and diluted earnings per share for the period presented reflect the effect of the above-mentioned revenue and expense items.