12.	Contingencies

Apache Lawsuit.

December 15, 2014,

Apache filed a lawsuit against the Company,

Apache Deepwater, L.L.C. vs. W&T Offshore, Inc

., alleging that W&T breached the joint operating agreement related to, among other things, the abandonment of

three

deepwater wells in the Mississippi Canyon area of the Gulf of Mexico. A trial court judgment was rendered from the U.S. District Court for the Southern District of Texas on

May 31, 2017

directing the Company to pay Apache

$43.2

million, plus

$6.3

million in prejudgment interest, attorney’s fees and costs assessed in the judgment. We filed an appeal of the trial court judgment in the U.S. Court of Appeals for the Fifth Circuit and provided oral arguments in

December 2018.

Prior to filing the appeal, in order to stay execution of the judgment, we deposited

$49.5

million with the registry of the court in

June 2017.

July 16, 2019,

a panel of the U.S. Court of Appeals for the Fifth Circuit rendered its opinion that affirmed the trial court's judgment against the Company. R

equests for rehearing and rehearing en banc subsequently were denied. The deposit with the registry of the court was distributed during the

third

quarter of

2019

pursuant to an agreement with Apache, which does

not

hinder the Company's continuing right to seek United States Supreme Court review.

The Company intends to pursue vigorously all available legal recourse.

As funds were distributed during the

third

quarter of

2019,

amounts were recorded on the Condensed Consolidated Balance Sheet as of

September 30, 2019

related to this matter. Interest income of

$1.9

million was recorded in

Interest expense, net

on the Condensed Consolidated Statements of Operations for the

three

and

nine

months ended

September 30, 2019.

The deposit of

$49.5

million made with the registry of the court was recorded in

Other assets (

long-term) and

$49.5

million was recorded in

Other liabilities

(long-term) on the Condensed Consolidated Balance Sheet as of

December 31, 2018.

Appeal with the Office of Natural Resources Revenue (“ONRR”).

2009,

we recognized allowable reductions of cash payments for royalties owed to the ONRR for transportation of their deepwater production through our subsea pipeline systems. In

2010,

the ONRR audited our calculations and support related to this usage fee, and in

2010,

we were notified that the ONRR had disallowed approximately

$4.7

million of the reductions taken. We recorded a reduction to other revenue in

2010

to reflect this disallowance with the offset to a liability reserve; however, we disagree with the position taken by the ONRR. We filed an appeal with the ONRR, which was denied in

May 2014.

June 17, 2014,

we filed an appeal with the Interior Board of Land Appeals (“IBLA”) under the Department of the Interior. On

January 27, 2017,

the IBLA affirmed the decision of the ONRR requiring W&T to pay approximately

$4.7

million in additional royalties. We filed a motion for reconsideration of the IBLA decision on

March 27, 2017.

Based on a statutory deadline, we filed an appeal of the IBLA decision on

July 25, 2017

in the U.S. District Court for the Eastern District of Louisiana. We were required to post a bond in the amount of

$7.2

million and cash collateral of

$6.9

million in order to appeal the IBLA decision. On

December 4, 2018,

the IBLA denied our motion for reconsideration. On

February 4, 2019,

we filed our

first

amended complaint, and the government has filed its Answer in the Administrative Record. On

July 9, 2019,

we filed an Objection to the Administrative Record and Motion to Supplement the Administrative Record, asking the court to order the government to file a complete privilege log with the record. Following a hearing on

July 31, 2019,

the Court ordered the government to file a complete privilege log. The government recently provided that privilege log and we are evaluating whether to move to compel production of any of the documents listed on the log. After these issues concerning the record are resolved, the parties will file cross-motions for summary judgment.

Royalties-In-Kind (“RIK”).

Under a program of the Minerals Management Service (“MMS”) (a Department of Interior agency and predecessor to the ONRR), royalties must be paid “in-kind” rather than in value from federal leases in the program. The MMS added to the RIK program our lease at the East Cameron

373

field beginning in

November 2001,

where in some months we over delivered volumes of natural gas and under delivered volumes of natural gas in other months for royalties owed. The MMS elected to terminate receiving royalties in-kind in

October 2008,

causing the imbalance to become fixed for accounting purposes. The MMS ordered us to pay an amount based on its interpretation of the program and its calculations of amounts owed. We disagreed with MMS’s interpretations and calculations and filed an appeal with the IBLA, of which the IBLA ruled in MMS’ favor. We filed an appeal with the District Court of the Western District of Louisiana, who assigned the case to a magistrate to review and issue a ruling, and the District Court upheld the magistrate’s ruling on

May 29, 2018.

We filed an appeal on

July 24, 2018.

Part of the ruling was in favor of our position and part was in favor of MMS’ position. Based solely on the District Court’s ruling, we recorded a liability reserve of

$2.2

million and

$2.1

million as of

September 30, 2019

and

December 31, 2018,

respectively. We have appealed the ruling to the U.S. Fifth Circuit Court of Appeals and the government filed a cross-appeal. Briefing has now been completed oral argument was held on

October 9, 2019,

and we are awaiting a final ruling from the Fifth Circuit. Based on the briefs filed, W&T has asserted that the government has waived its claim for interest for the period prior to the MMS’s issuance of its order in

2010

requiring W&T to make a cash payment to resolve delivery imbalances (MMS quantified this interest amount as approximately

$0.7

million); the government has

not

disputed W&T’s assertion on this issue.

Royalties – “Unbundling” Initiative.

The ONRR has publicly announced an “unbundling” initiative to revise the methodology employed by producers in determining the appropriate allowances for transportation and processing costs that are permitted to be deducted in determining royalties under Federal oil and gas leases. The ONRR’s initiative requires re-computing allowable transportation and processing costs using revised guidance from the ONRR going back

months for every gas processing plant that processed our gas. In the

second

quarter of

2015,

pursuant to the initiative, we received requests from the ONRR for additional data regarding our transportation and processing allowances on natural gas production related to a specific processing plant. We also received a preliminary determination notice from the ONRR asserting that our allocation of certain processing costs and plant fuel use at another processing plant was

not

allowed as deductions in the determination of royalties owed under Federal oil and gas leases. We have submitted revised calculations covering certain plants and time periods to the ONRR. As of the filing date of this Form

-Q, we have

not

received a response from the ONRR related to our submissions. These open ONRR unbundling reviews, and any further similar reviews, could ultimately result in an order for payment of additional royalties under our Federal oil and gas leases for current and prior periods. For the

nine

months ended

September

30,

2019

and

2018,

we paid

$0.4

million and

$0.6

million, respectively, of additional royalties and expect to pay more in the future. We are

not

able to determine the range of any additional royalties or, if and when assessed, whether such amounts would be material.

Notices of Proposed Civil Penalty Assessment.

During the

nine

months ended

September

30,

2019

and

2018,

we did

not

pay any civil penalties to the Bureau of Safety and Environmental Enforcement (“BSEE”) related to Incidents of Noncompliance (“INCs”) at various offshore locations. We currently have

nine

open civil penalties issued by the BSEE from INCs, which have

not

been settled as of the filing date of this Form

-Q. The INCs underlying these open civil penalties cite alleged non-compliance with various safety-related requirements and procedures occurring at separate offshore locations on various dates ranging from

July 2012

January 2018.

The proposed civil penalties for these INCs total

$7.7

million. As of

September

30,

2019

and

December 31, 2018,

we have accrued approximately

$3.5

million, which is our best estimate of the final settlements once all appeals have been exhausted. Our position is that the proposed civil penalties are excessive given the specific facts and circumstances related to these INCs.

Other Claims.

We are a party to various pending or threatened claims and complaints seeking damages or other remedies concerning our commercial operations and other matters in the ordinary course of our business. In addition, claims or contingencies

may

arise related to matters occurring prior to our acquisition of properties or related to matters occurring subsequent to our sale of properties. In certain cases, we have indemnified the sellers of properties we have acquired, and in other cases, we have indemnified the buyers of properties we have sold. We are also subject to federal and state administrative proceedings conducted in the ordinary course of business including matters related to alleged royalty underpayments on certain federal-owned properties. Although we can give

assurance about the outcome of pending legal and federal or state administrative proceedings and the effect such an outcome

may

have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent

not

otherwise provided for or covered by insurance, will

not

have a material adverse effect on our consolidated financial position, results of operations or liquidity.