10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

OR

o 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 001-32367

BILL BARRETT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	80-0000545
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1099 18th Street, Suite 2300 Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

(303) 293-9100

(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.    x  Yes    o  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).    x  Yes    o  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 filer	x	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    o  Yes    x  No

There were 49,697,526 shares of $0.001 par value common stock outstanding on April 18, 2014.

INDEX TO FINANCIAL STATEMENTS

PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		41

2

PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements.

BILL BARRETT CORPORATION

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31, 2014			December 31, 2013
	(in thousands, except share data)
Assets:
Current assets:
Cash and cash equivalents	$	62,232		$	54,595
Accounts receivable, net of allowance for doubtful accounts	92,049			97,586
Derivative assets	—			173
Prepayments and other current assets	4,086			4,893
Total current assets	158,367			157,247
Property and equipment - at cost, successful efforts method for oil and gas properties:
Proved oil and gas properties	2,967,585			2,863,923
Unproved oil and gas properties, excluded from amortization	323,994			296,599
Furniture, equipment and other	42,083			41,726
	3,333,662			3,202,248
Accumulated depreciation, depletion, amortization and impairment	(1,051,555		)	(999,752		)
Total property and equipment, net	2,282,107			2,202,496
Deferred financing costs and other noncurrent assets	19,501			21,770
Total	$	2,459,975		$	2,381,513
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable and accrued liabilities	$	129,128		$	115,928
Amounts payable to oil and gas property owners	36,493			26,778
Production taxes payable	37,967			39,235
Derivative liabilities	20,388			5,988
Deferred income taxes	141			199
Current portion of long-term debt	4,647			4,591
Total current liabilities	228,764			192,719
Long-term debt	1,042,889			979,082
Asset retirement obligations	39,011			39,200
Deferred income taxes	151,081			161,326
Derivatives and other noncurrent liabilities	3,305			3,468
Stockholders’ equity:
Common stock, $0.001 par value; authorized 150,000,000 shares; 49,713,361 and 49,152,448 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively, with 1,735,984 and 1,340,060 shares subject to restrictions, respectively	48			48
Additional paid-in capital	906,314			904,261
Retained earnings	87,991			100,740
Treasury stock, at cost: zero shares at March 31, 2014 and December 31, 2013, respectively	—			—
Accumulated other comprehensive income	572			669
Total stockholders’ equity	994,925			1,005,718
Total	$	2,459,975		$	2,381,513

See notes to Unaudited Consolidated Financial Statements.

3

BILL BARRETT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2014			2013
	(in thousands, except share and per share data)
Operating and Other Revenues:
Oil, gas and NGL production	$	127,169		$	134,405
Other	519			3,872
Total operating and other revenues	127,688			138,277
Operating Expenses:
Lease operating expense	16,164			18,746
Gathering, transportation and processing expense	11,704			15,588
Production tax expense	7,624			5,951
Exploration expense	303			95
Impairment, dry hole costs and abandonment expense	1,761			7,101
Depreciation, depletion and amortization	55,508			68,438
General and administrative expense	15,407			20,582
Total operating expenses	108,471			136,501
Operating Income	19,217			1,776
Other Income and Expense:
Interest and other income	375			39
Interest expense	(17,431		)	(24,542		)
Commodity derivative loss	(25,155		)	(29,851		)
Total other income and expense	(42,211		)	(54,354		)
Loss before Income Taxes	(22,994		)	(52,578		)
Benefit from Income Taxes	(10,245		)	(19,427		)
Net Loss	$	(12,749	)	$	(33,151	)
Net Loss Per Common Share, Basic	$	(0.27	)	$	(0.70	)
Net Loss Per Common Share, Diluted	$	(0.27	)	$	(0.70	)
Weighted Average Common Shares Outstanding, Basic	47,890,224			47,352,900
Weighted Average Common Shares Outstanding, Diluted	47,890,224			47,352,900

See notes to Unaudited Consolidated Financial Statements.

4

BILL BARRETT CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Net Loss	$	(12,749	)	$	(33,151	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(97		)	(1,292		)
Other comprehensive loss	(97		)	(1,292		)
Comprehensive Loss	$	(12,846	)	$	(34,443	)

See notes to Unaudited Consolidated Financial Statements.

5

BILL BARRETT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Operating Activities:
Net Loss	$	(12,749	)	$	(33,151	)
Adjustments to reconcile to net cash provided by operations:
Depreciation, depletion and amortization	55,508			68,438
Deferred income tax benefit	(10,245		)	(19,427		)
Impairment, dry hole costs and abandonment expense	1,761			7,101
Total commodity derivative loss	25,155			29,851
Settlements of commodity derivatives	(9,200		)	6,453
Stock compensation and other non-cash charges	3,692			6,070
Amortization of debt discounts and deferred financing costs	1,067			1,732
Gain on sale of properties	—			(3,519		)
Change in operating assets and liabilities:
Accounts receivable	5,530			19,235
Prepayments and other assets	408			818
Accounts payable, accrued and other liabilities	6,134			(14,089		)
Amounts payable to oil and gas property owners	9,401			2,406
Production taxes payable	(1,268		)	(4,992		)
Net cash provided by operating activities	75,194			66,926
Investing Activities:
Additions to oil and gas properties, including acquisitions	(128,938		)	(115,324		)
Additions of furniture, equipment and other	(274		)	(445		)
Proceeds from sale of properties and other investing activities	(388		)	6,424
Net cash used in investing activities	(129,600		)	(109,345		)
Financing Activities:
Proceeds from debt	65,000			25,000
Principal payments on debt	(1,137		)	(2,241		)
Proceeds from stock option exercises	126			—
Deferred financing costs and other	(1,946		)	(1,263		)
Net cash provided by financing activities	62,043			21,496
Increase (Decrease) in Cash and Cash Equivalents	7,637			(20,923		)
Beginning Cash and Cash Equivalents	54,595			79,445
Ending Cash and Cash Equivalents	$	62,232		$	58,522

See notes to Unaudited Consolidated Financial Statements.

6

BILL BARRETT CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands)

	Common Stock		Additional Paid-In Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
Balance at December 31, 2012	$	47	$	883,923		$	293,473		$	—		$	5,332		$	1,182,775
Exercise of options, restricted stock activity and shares exchanged for exercise and tax withholding	1		6,384			—			(1,778		)	—			4,607
APIC pool for excess tax benefits related to share-based compensation	—		(1,259		)	—			—			—			(1,259		)
Stock-based compensation	—		16,991			—			—			—			16,991
Retirement of treasury stock	—		(1,778		)	—			1,778			—			—
Net loss	—		—			(192,733		)	—			—			(192,733		)
Effect of derivative financial instruments, net of $2,802 of taxes	—		—			—			—			(4,663		)	(4,663		)
Balance at December 31, 2013	$	48	$	904,261		$	100,740		$	—		$	669		$	1,005,718
Exercise of options, restricted stock activity and shares exchanged for exercise and tax withholding	—		126			—			(1,946		)	—			(1,820		)
Stock-based compensation	—		3,873			—			—			—			3,873
Retirement of treasury stock	—		(1,946		)	—			1,946			—			—
Net loss	—		—			(12,749		)	—			—			(12,749		)
Effect of derivative financial instruments, net of $59 of taxes	—		—			—			—			(97		)	(97		)
Balance at March 31, 2014	$	48	$	906,314		$	87,991		$	—		$	572		$	994,925

See notes to Unaudited Consolidated Financial Statements.

7

BILL BARRETT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2014

1. Organization

Bill Barrett Corporation, a Delaware corporation, together with its wholly-owned subsidiaries (collectively, the “Company”) is an independent oil and gas company engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids (“NGLs”). Since its inception in January 2002, the Company has conducted its activities principally in the Rocky Mountain region of the United States.

2. Summary of Significant Accounting Policies

Basis of Presentation. The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The Company’s Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in the Company’s 2013 Annual Report on Form 10-K.

Use of Estimates. In the course of preparing the Company’s financial statements in accordance with GAAP, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenues and expenses and in the disclosure of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established.

Areas requiring the use of assumptions, judgments and estimates relate to the expected cash settlement of the Company’s 5% Convertible Senior Notes due 2028 (“Convertible Notes”) in computing diluted earnings per share, volumes of oil, natural gas and NGL reserves used in calculating depreciation, depletion and amortization (“DD&A”), the amount of expected future cash flows used in determining possible impairments of oil and gas properties and the amount of future capital costs used in these calculations. Assumptions, judgments and estimates also are required in determining asset retirement obligations, the timing of dry hole costs, impairments of undeveloped properties, valuing deferred tax assets and estimating fair values of derivative instruments and stock-based payment awards.

Accounts Receivable. Accounts receivable is comprised of the following:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Accrued oil, gas and NGL sales	$	60,015		$	67,583
Due from joint interest owners	28,601			23,507
Other	3,454			6,517
Allowance for doubtful accounts	(21		)	(21		)
Total accounts receivable	$	92,049		$	97,586

Oil and Gas Properties. The Company’s oil, gas and NGL exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities in the Unaudited Consolidated Statements of Cash Flows. If an exploratory well does find proved reserves, the costs remain capitalized and are included within additions to oil and gas properties within cash flows from investing activities in the Unaudited Consolidated Statements of Cash Flows when incurred. The costs of development wells are capitalized whether proved reserves are added or not. Oil and gas lease acquisition costs are also capitalized.

8

Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. A gain or loss is recognized for all other sales of proved properties and is classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.

Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive or are assigned proved reserves. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage and other relevant matters.

Materials and supplies consist primarily of tubular goods and well equipment to be used in future drilling operations or repair operations and are carried at the lower of cost or market value, on a first-in, first-out basis.

The following table sets forth the net capitalized costs and associated accumulated DD&A and non-cash impairments relating to the Company’s oil, natural gas and NGL producing activities:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Proved properties	$	486,080		$	485,427
Wells and related equipment and facilities	2,293,630			2,192,754
Support equipment and facilities	177,824			177,224
Materials and supplies	10,051			8,518
Total proved oil and gas properties	$	2,967,585		$	2,863,923
Unproved properties	240,455			239,925
Wells and facilities in progress	83,539			56,674
Total unproved oil and gas properties, excluded from amortization	$	323,994		$	296,599
Accumulated depreciation, depletion, amortization and impairment	(1,027,108		)	(976,339		)
Total oil and gas properties, net	$	2,264,471		$	2,184,183

All exploratory wells are evaluated for economic viability within one year of well completion. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well and the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. As of March 31, 2014 and December 31, 2013, there were no exploratory well costs that had been capitalized for a period greater than one year since the completion of drilling.

The Company reviews proved oil and gas properties on a field-by-field basis for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. The Company estimates the expected undiscounted future cash flows of its oil and gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying value of a property exceeds the undiscounted future cash flows, the Company will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors. The Company has no guarantee that the undiscounted future cash flows analysis of its proved property represents the applicable market value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected.

The Company recognized non-cash impairment charges, which were included within impairment, dry hole costs and abandonment expense in the Unaudited Consolidated Statements of Operations, as follows:

9

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Non-cash impairment of proved oil and gas properties (1)	$	1,038	$	—
Non-cash impairment of unproved oil and gas properties	—		—
Dry hole costs	106		851
Abandonment expense	617		6,250
Total non-cash impairment, dry hole costs and abandonment expense	$	1,761	$	7,101

(1) Non-cash impairment of proved oil and gas properties for the three months ended March 31, 2014 related to the Company's West Tavaputs properties based upon a true up of previously estimated fair value relative to carrying value. These assets were sold in December 2013. See Note 4.

The provision for DD&A of oil and gas properties is calculated on a field-by-field basis using the unit-of-production method. Natural gas and NGLs are converted to an oil equivalent, Boe, at the standard rate of six Mcf to one Boe and forty-two gallons to one Boe, respectively. Estimated future dismantlement, restoration and abandonment costs are taken into consideration by this calculation.

Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities are comprised of the following:

	As of March 31, 2014		As of December 31, 2013
	(in thousands)
Accrued drilling, completion and facility costs	$	73,646	$	54,750
Accrued lease operating, gathering, transportation and processing expenses	13,839		17,317
Accrued general and administrative expenses	6,249		14,605
Trade payables and other	35,394		29,256
Total accounts payable and accrued liabilities	$	129,128	$	115,928

Environmental Liabilities. Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Environmental liabilities are accrued when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated.

Revenue Recognition. The Company records revenues from the sales of crude oil, natural gas and NGLs when delivery to the purchaser has occurred. The Company uses the sales method to account for gas and NGL imbalances. Under this method, revenue is recorded on the basis of gas and NGLs actually sold by the Company. In addition, the Company records revenues for its share of gas and NGLs sold by other owners that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company also reduces revenues for other owners’ gas and NGLs sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company’s remaining over- and under- produced gas and NGLs balancing positions are taken into account in determining the Company’s proved oil, gas and NGL reserves. Imbalances at March 31, 2014 and 2013 were not material.

Derivative Instruments and Hedging Activities. The Company periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil, natural gas and NGL sales by reducing its exposure to price fluctuations. Derivative instruments are recorded at fair market value and are included in the Unaudited Consolidated Balance Sheets as assets or liabilities.

Income Taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred income taxes also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates.

The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized.

10

Earnings/Loss Per Share. Basic net income per common share is calculated by dividing net income attributable to common stock by the weighted average number of common shares outstanding during each period. Diluted net income per common share is calculated by dividing net income attributable to common stock by the weighted average number of common shares outstanding and other dilutive securities. Potentially dilutive securities for the diluted net income per common share calculations consist of nonvested equity shares of common stock, in-the-money outstanding stock options to purchase the Company’s common stock and shares into which the Convertible Notes are convertible.

In satisfaction of its obligation upon conversion of the Convertible Notes, the Company may elect to deliver, at its option, cash, shares of its common stock or a combination of cash and shares of its common stock. As of March 31, 2014, the Company expected to settle the remaining Convertible Notes in cash. Therefore, the treasury stock method was used to measure the potentially dilutive impact of shares associated with that remaining conversion feature. The Company has the right with at least 30 days’ notice to call the Convertible Notes and the holders have the right to require the Company to purchase the notes on March 20, 2015. The Convertible Notes have not been dilutive since their issuance in March 2008 and, therefore, did not impact the diluted net income (loss) per common share calculation for the three months ended March 31, 2014 and 2013. No potential common shares are included in the computation of any diluted per share amount when a net loss exists, as was the case for the three months ended March 31, 2014 and 2013.

The following table sets forth the calculation of basic and diluted loss per share:

	Three Months Ended March 31,
	2014			2013
	(in thousands, except per share amounts)
Net loss	$	(12,749	)	$	(33,151	)
Basic weighted-average common shares outstanding in period	47,890			47,353
Add dilutive effects of stock options and nonvested equity shares of common stock	—			—
Diluted weighted-average common shares outstanding in period	47,890			47,353
Basic net loss per common share	$	(0.27	)	$	(0.70	)
Diluted net loss per common share	$	(0.27	)	$	(0.70	)

New Accounting Pronouncements. In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU 2013-11 is to provide guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard will not have an impact on the Company’s consolidated financial statements.

3. Supplemental Disclosures of Cash Flow Information

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Cash paid for interest, net of amount capitalized	$	2,164		$	14,506
Cash paid for income taxes	—			1,861
Supplemental disclosures of non-cash investing and financing activities:
Current liabilities	80,356			51,942
Net increase in asset retirement obligations	842			1,321
Retirement of treasury stock	(1,946		)	(1,263		)

4. Divestitures

11

On December 10, 2013, the Company completed the sale of its West Tavaputs natural gas assets in the Uinta Basin (the "West Tavaputs Divestiture"). The Company received $308.7 million in cash proceeds, after closing adjustments. The divestiture proceeds are subject to various purchase price adjustments incurred in the normal course of business and will be finalized during 2014. The Company recognized an impairment loss of $1.0 million during the three months ended March 31, 2014 related to these assets based upon a true up of previously estimated fair value relative to carrying value. The initial impairment loss of $209.5 million was recognized during the year ended December 31, 2013.

5. Long-Term Debt

The Company’s outstanding debt is summarized below:

		As of March 31, 2014						As of December 31, 2013
	Maturity Date	Principal		Unamortized Discount		Carrying Amount		Principal		Unamortized Discount		Carrying Amount
		(in thousands)
Amended Credit Facility (1)	October 31, 2016	$	180,000	$	—	$	180,000	$	115,000	$	—	$	115,000
Convertible Notes (2)	March 15, 2028 (3)	25,344		—		25,344		25,344		—		25,344
7.625% Senior Notes (4)	October 1, 2019	400,000		—		400,000		400,000		—		400,000
7.0% Senior Notes (5)	October 15, 2022	400,000		—		400,000		400,000		—		400,000
Lease Financing Obligation (6)	August 10, 2020	42,192		—		42,192		43,329		—		43,329
Total Debt		$	1,047,536	$	—	$	1,047,536	$	983,673	$	—	$	983,673
Less: Current Portion of Long-Term Debt		4,647		—		4,647		4,591		—		4,591
Total Long-Term Debt		$	1,042,889	$	—	$	1,042,889	$	979,082	$	—	$	979,082

(1) The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure.

(2) The aggregate estimated fair value of the Convertible Notes was approximately $25.5 million and $25.1 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(3) The Company has the right at any time, with at least 30 days’ notice, to call the Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

(4) The aggregate estimated fair value of the 7.625% Senior Notes was approximately $433.0 million and $430.2 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(5) The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(6) The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million as of March 31, 2014, and $41.7 million as of December 31, 2013. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

Amended Credit Facility

The Company’s Amended Credit Facility has a maturity date of October 31, 2016 and current commitments and borrowing base of $625.0 million. As of March 31, 2014, the Company had $180.0 million outstanding under the Amended Credit Facility. As credit support for future payment under a contractual obligation, a $26.0 million letter of credit has been issued under the Amended Credit Facility, which reduced the borrowing capacity of the Amended Credit Facility as of March 31, 2014 to $419.0 million.

Interest rates are LIBOR plus applicable margins of 1.5% to 2.5% or ABR plus 0.5% to 1.5% and the commitment fee is between 0.375% to 0.5% based on borrowing base utilization. The average annual interest rates incurred on the Amended Credit Facility were 1.6% and 1.7% for the three months ended March 31, 2014 and 2013, respectively.

The borrowing base is required to be re-determined twice per year. On May 1, 2014, the borrowing base was reaffirmed at $625.0 million based on year-end 2013 reserves and our hedge position. Future semi-annual borrowing bases will be computed based on proved oil, natural gas and NGL reserves, hedge positions and estimated future cash flows from those reserves, as well as any other outstanding debt of the Company.

The Amended Credit Facility contains certain financial covenants. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.

12

5% Convertible Senior Notes Due 2028

On March 12, 2008, the Company issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012, $147.2 million of the outstanding principal amount, or approximately 85% of the outstanding Convertible Notes, were put to the Company and redeemed by the Company at par. The Company settled the notes in cash. After the redemption, $25.3 million aggregate principal amount of the Convertible Notes was outstanding. The Convertible Notes mature on March 15, 2028, unless earlier converted, redeemed or purchased by the Company. The Convertible Notes are senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured indebtedness, are senior in right of payment to all of the Company’s future subordinated indebtedness, and are effectively subordinated to all of the Company’s secured indebtedness with respect to the collateral securing such indebtedness. The Convertible Notes are structurally subordinated to all present and future secured and unsecured debt and other obligations of the Company’s subsidiaries. The Convertible Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company’s indebtedness under the Amended Credit Facility, the 7.625% Senior Notes and the 7.0% Senior Notes.

The Convertible Notes bear interest at a rate of 5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. Holders of the remaining Convertible Notes may require the Company to purchase all or a portion of their Convertible Notes for cash on each of March 20, 2015, March 20, 2018 and March 20, 2023 at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the applicable purchase date. The Company has the right with at least 30 days’ notice to call the Convertible Notes.

7.625% Senior Notes Due 2019

On September 27, 2011, the Company issued $400.0 million in principal amount of 7.625% Senior Notes due 2019 at par. The 7.625% Senior Notes mature on October 1, 2019. Interest is payable in arrears semi-annually on April 1 and October 1 beginning April 1, 2012. The 7.625% Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with all of the Company’s other existing and future senior unsecured indebtedness, including the Company’s Convertible Notes and 7.0% Senior Notes. The 7.625% Senior Notes are redeemable at the Company’s option on October 1, 2015 at a redemption price of 103.813% of the principal amount of the notes. The 7.625% Senior Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company’s indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.0% Senior Notes. The 7.625% Senior Notes include certain covenants that limit the Company’s ability to incur additional indebtedness, make restricted payments, create liens or sell assets and that prohibit the Company from paying dividends. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.

7.0% Senior Notes Due 2022

On March 12, 2012, the Company issued $400.0 million in aggregate principal amount of 7.0% Senior Notes due 2022 at par. The 7.0% Senior Notes mature on October 15, 2022. Interest is payable in arrears semi-annually on April 15 and October 15 of each year. The 7.0% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company’s other existing and future senior unsecured indebtedness, including the Company’s Convertible Notes and 7.625% Senior Notes. The 7.0% Senior Notes are redeemable at the Company's option on October 15, 2017 at a redemption price of 103.5% of the principal amount of the notes. The 7.0% Senior Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company’s indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.625% Senior Notes. The 7.0% Senior Notes include certain covenants that limit the Company’s ability to incur additional indebtedness, make restricted payments, create liens or sell assets and that prohibit the Company from paying dividends. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.

Lease Financing Obligation Due 2020

On July 23, 2012, the Company entered into the Lease Financing Obligation, whereby the Company received $100.8 million through the sale and subsequent leaseback of existing compressors and related facilities owned by the Company. The Lease Financing Obligation expires on August 10, 2020, and the Company has the option to purchase the equipment at the end of the lease term for the then current fair market value. The Lease Financing Obligation also contains an early buyout option where the Company may purchase the equipment for $36.6 million on February 10, 2019. The lease payments related to the equipment are recognized as principal and interest expense based on a weighted average implicit interest rate of 3.3%. See Note 11 for discussion of aggregate minimum future lease payments. As part of the West Tavaputs Divestiture, the purchaser assumed approximately 51% of the Lease Financing Obligation, including the early buyout option related to West Tavaputs.

The following table summarizes, for the periods indicated, the cash or accrued portion of interest expense related to the Amended Credit Facility, the 9.875% Senior Notes that were redeemed in full on July 15, 2013, Convertible Notes, 7.625%

13

Senior Notes, 7.0% Senior Notes and the Lease Financing Obligation along with the non-cash portion resulting from the amortization of the debt discount and transaction costs through interest expense:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Amended Credit Facility (1)
Cash interest	$	1,078	$	864
Non-cash interest	$	586	$	585
9.875% Senior Notes (2)
Cash interest	$	—	$	6,172
Non-cash interest	$	—	$	679
Convertible Notes (3)
Cash interest	$	310	$	313
Non-cash interest	$	1	$	2
7.625% Senior Notes (4)
Cash interest	$	7,625	$	7,625
Non-cash interest	$	272	$	263
7.0% Senior Notes (5)
Cash interest	$	7,000	$	7,000
Non-cash interest	$	203	$	195
Lease Financing Obligation (6)
Cash interest	$	262	$	787
Non-cash interest	$	4	$	8

(1) Cash interest includes amounts related to interest and commitment fees paid on the Amended Credit Facility and participation and fronting fees paid on the letter of credit.

(2) The stated interest rate for the 9.875% Senior Notes was 9.875% per annum with an effective interest rate of 11.2% per annum. The Company redeemed the 9.875% Senior Notes in full on July 15, 2013.

(3) The stated interest rate for the Convertible Notes is 5% per annum. The effective interest rate of the Convertible Notes includes amortization of the debt discount, which represented the fair value of the equity conversion feature at the time of issue. The stated interest rate of 5% on the Convertible Notes will be the effective interest rate of the $25.3 million remaining principal balance, as the related debt discount was fully amortized as of March 31, 2012.

(4) The stated interest rate for the 7.625% Senior Notes is 7.625% per annum with an effective interest rate of 8.0% per annum.

(5) The stated interest rate for the 7.0% Senior Notes is 7.0% per annum with an effective interest rate of 7.2% per annum.

(6) The effective interest rate for the Lease Financing Obligation is 3.3% per annum. The decrease in cash interest from $0.8 million as of March 31, 2013 to $0.3 million as of March 31, 2014 is due to the West Tavaputs Divestiture. The purchaser assumed approximately 51% of the Lease Financing Obligation, including the buyout option related to West Tavaputs, leaving the Company with a balance of $42.2 million as of March 31, 2014.

6. Asset Retirement Obligations

A reconciliation of the Company’s asset retirement obligations for the three months ended March 31, 2014 is as follows (in thousands):

14

As of December 31, 2013	$	43,005
Liabilities incurred	842
Liabilities settled	(352		)
Disposition of properties	—
Accretion expense	812
Revisions to estimate	—
As of March 31, 2014	$	44,307
Less: Current asset retirement obligations	5,296
Long-term asset retirement obligations	$	39,011

7. Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis

The Company’s financial instruments, including cash and cash equivalents, accounts and notes receivable and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Amended Credit Facility, as discussed in Note 5, approximates its fair value due to its floating rate structure based on the LIBOR spread and the Company's borrowing base utilization.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes a mid-market pricing convention (the mid-point price between bid and ask prices) for valuation as a practical expedient for assigning fair value. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. These inputs can be readily observable, market corroborated or generally unobservable. The Company primarily applies the market and income approaches for recurring fair value measurements and utilizes the best available information. Given the Company’s historical market transactions, its markets and instruments are fairly liquid. Therefore, the Company has been able to classify fair value balances based on the observability of those inputs. A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over-the-counter forwards and options.

Level 3 – Pricing inputs include significant inputs that are generally less observable than objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At each balance sheet date, the Company performs an analysis of all applicable instruments and includes in Level 3 all of those whose fair value is based on significant unobservable inputs.

The following tables set forth by level within the fair value hierarchy the Company’s financial assets and financial liabilities that were measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

15

	As of March 31, 2014
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Deferred Compensation Plan	$	651	$	—	$	—	$	651
Cash Equivalents - Money Market Funds	53		—		—		53
Commodity Derivatives	—		8,556		—		8,556
Liabilities
Commodity Derivatives	$	—	$	27,954	$	—	$	27,954

	As of December 31, 2013
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Deferred Compensation Plan	$	941	$	—	$	—	$	941
Cash Equivalents - Money Market Funds	53		—		—		53
Commodity Derivatives	—		11,483		—		11,483
Liabilities
Commodity Derivatives	$	—	$	14,771	$	—	$	14,771

All fair values reflected in the table above and on the Unaudited Consolidated Balance Sheets have been adjusted for non-performance risk. For applicable financial assets carried at fair value, the credit standing of the counterparties is analyzed and factored into the fair value measurement of those assets. In addition, the fair value measurement of a liability has been adjusted to reflect the nonperformance risk of the Company. The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the table above.

Level 1 Fair Value Measurements – The Company maintains a non-qualified deferred compensation plan (as discussed in more detail in Note 10) which allows certain management employees to defer receipt of a portion of their compensation. The Company maintains assets for the deferred compensation plan in a rabbi trust. The assets of the rabbi trust are invested in publicly traded mutual funds and are recorded in other current and other long-term assets on the Unaudited Consolidated Balance Sheets. The Company also has highly liquid short term investments in money market funds. The deferred compensation plan financial assets are reported at fair value based on active market quotes, which represent Level 1 inputs. The money market fund investments are recorded at carrying value, which approximates fair value, which represent Level 1 inputs. The fair values of the Company’s fixed rate 7.625% Senior Notes and 7.0% Senior Notes totaled $855.0 million as of March 31, 2014. The fair values of the Company’s fixed rate 7.625% Senior Notes and 7.0% Senior Notes totaled $847.2 million as of December 31, 2013. The fair values of the Company's fixed rate Senior Notes are based on active market quotes, which represent Level 1 inputs.

Level 2 Fair Value Measurements – The fair value of crude oil, natural gas and NGL forwards and options are estimated using a combined income and market valuation methodology with a mid-market pricing convention based upon forward commodity price and volatility curves. The curves are obtained from independent pricing services reflecting broker market quotes. The Company did not make any adjustments to the obtained curves. The pricing services publish observable market information from multiple brokers and exchanges. No proprietary models are used by the pricing services for the inputs. The Company utilized the counterparties’ valuations to assess the reasonableness of the Company’s valuations.

There is no active, public market for the Company’s Amended Credit Facility, Convertible Notes or Lease Financing Obligation. The Amended Credit Facility balance of $180.0 million and $115.0 million as of March 31, 2014 and December 31, 2013, respectively, approximates its fair value due to its floating rate structure. The Convertible Notes fair value of $25.5 million and $25.1 million as of March 31, 2014 and December 31, 2013, respectively, are measured based on market-based parameters of the various components of the Convertible Notes and over the counter trades. The Lease Financing Obligation fair values of $40.3 million and $41.7 million as of March 31, 2014 and December 31, 2013, respectively, are measured based on market-based parameters of comparable term secured financing instruments. The fair value measurements for the Amended Credit Facility, Convertible Notes and Lease Financing Obligation represent Level 2 inputs.

Level 3 Fair Value Measurements – As of March 31, 2014 and December 31, 2013, the Company did not have assets or liabilities that were measured on a recurring basis classified under a Level 3 fair value hierarchy.

16

8. Derivative Instruments

The Company uses financial derivative instruments as part of its price risk management program to achieve a more predictable cash flow from its production revenues by reducing its exposure to commodity price fluctuations. The Company has entered into financial commodity swap contracts related to the sale of a portion of the Company’s production. The Company does not enter into derivative instruments for speculative or trading purposes.

In addition to financial contracts, the Company may at times be party to various physical commodity contracts for the sale of oil, natural gas and NGLs that have varying terms and pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sale exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, natural gas and NGL production revenues at the time of settlement.

All derivative instruments, other than those that meet the normal purchase and normal sale exception, as mentioned above, are recorded at fair value and included on the Unaudited Consolidated Balance Sheets as assets or liabilities. The following table summarizes the location, as well as the gross and net fair value amounts of all derivative instruments presented on the Unaudited Consolidated Balance Sheets as of the dates indicated.

	As of March 31, 2014
Balance Sheet	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets Presented in the Balance Sheet
	(in thousands)
Derivative assets	$	6,107		$	(6,107	)	(1)	$	—
Deferred financing costs and other noncurrent assets	2,449			(1,224		)	(1)	1,225			(2)
Total derivative assets	$	8,556		$	(7,331	)		$	1,225
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Liabilities Presented in the Balance Sheet
	(in thousands)
Derivative liabilities	$	(26,495	)	$	6,107		(3)	$	(20,388	)
Derivatives and other noncurrent liabilities	(1,459		)	1,224			(3)	(235		)	(4)
Total derivative liabilities	$	(27,954	)	$	7,331			$	(20,623	)
	As of December 31, 2013
Balance Sheet	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets Presented in the Balance Sheet
	(in thousands)
Derivative assets	$	8,259		$	(8,086	)	(1)	$	173
Deferred financing costs and other noncurrent assets	3,224			(685		)	(1)	2,539			(2)
Total derivative assets	$	11,483		$	(8,771	)		$	2,712
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Liabilities Presented in the Balance Sheet
	(in thousands)
Derivative liabilities	$	(14,074	)	$	8,086		(3)	$	(5,988	)
Derivatives and other noncurrent liabilities	(697		)	685			(3)	(12		)	(4)
Total derivative liabilities	$	(14,771	)	$	8,771			$	(6,000	)

(1) Amounts are netted against derivative asset balances with the same counterparty, and therefore are presented as a net asset on the Unaudited Consolidated Balance Sheets.

(2) As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $18.3 million and $19.2 million of deferred financing costs and other noncurrent assets, respectively.

(3) Amounts are netted against derivative liability balances with the same counterparty, and therefore are presented as a net liability on the Unaudited Consolidated Balance Sheets.

17

(4) As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $3.1 million and $3.5 million of other noncurrent liabilities, respectively.

The following table summarizes the cash flow hedge gains, net of tax, and their locations on the Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Operations as of the periods indicated:

	Derivatives Qualifying as Cash Flow Hedges	Three Months Ended March 31,
		2014		2013
		(in thousands)
Amount of Gain Reclassified from AOCI into Income (net of tax) (1) (2)	Commodity Hedges	$	97	$	1,292

(1) Gains reclassified from accumulated other comprehensive income ("AOCI") into income are included in the oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Presented net of income tax expense of $0.1 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively.

As of March 31, 2014, the Company had financial instruments in place to hedge the following volumes for the periods indicated:

	April – December 2014	For the year 2015	For the  year 2016
Oil (Bbls)	2,769,400	2,524,000	91,000
Natural Gas (MMbtu)	18,485,000	7,300,000	—
Natural Gas Liquids (Bbls)	241,071	—	—

The table below summarizes the commodity derivative gains and losses the Company recognized related to its oil, gas and NGL derivative instruments for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Commodity derivative gain settlements on derivatives designated as cash flow hedges (1)	$	156		$	2,067
Total commodity derivative loss (2)	(25,155		)	(29,851		)

(1) Included in oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Included in commodity derivative loss in the Unaudited Consolidated Statements of Operations.

The Company’s derivative financial instruments are generally executed with major financial or commodities trading institutions that expose the Company to market and credit risks and may, at times, be concentrated with certain counterparties or groups of counterparties. The Company had hedges in place with nine different counterparties as of March 31, 2014. Although notional amounts are used to express the volume of these contracts, the amounts potentially subject to credit risk, in the event of non-performance by the counterparties, are substantially smaller. The creditworthiness of counterparties is subject to continual review by management, and the Company believes all of these institutions currently are acceptable credit risks. Full performance is anticipated, and the Company has no past due receivables from any of its counterparties.

It is the Company’s policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. The Company’s derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. (“ISDA”) Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the properties securing the Amended Credit Facility. The Company has set-off provisions in its derivative contracts with lenders under its Amended Credit Facility which, in the event of a counterparty default, allow the Company to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed the Company under derivative contracts. Where the counterparty is not a lender under the Company’s Amended Credit Facility, it may not be able to set-off amounts owed by the Company under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility. The Company does not have any derivative balances that are offset by cash collateral.

18

9. Income Taxes

Income tax benefit for the three months ended March 31, 2014 and 2013 differs from the amounts that would be provided by applying the U.S. federal income tax rate to income before income taxes principally due to the effect of state income taxes, stock-based compensation and other operating expenses not deductible for income tax purposes. The effective tax rate of 44.6% for the three months ended March 31, 2014 is primarily due to an increase in unfavorable permanent adjustments to taxable income relative to projected pre-tax income.

10. Equity Incentive Compensation Plans and Other Employee Benefits

The Company maintains various stock-based compensation plans and other employee benefits as discussed below. Stock-based compensation is measured at the grant date based on the value of the awards, and the fair value is recognized on a straight-line basis over the requisite service period (usually the vesting period).

The following table presents the non-cash stock-based compensation related to equity awards for the periods indicated:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Common stock options	$	629	$	2,490
Nonvested equity common stock	1,671		2,400
Nonvested equity common stock units	249		400
Nonvested performance-based equity	818		168
Total	$	3,367	$	5,458

Unrecognized compensation cost as of March 31, 2014 was $27.2 million related to grants of nonvested stock options and nonvested equity shares of common stock that are expected to be recognized over a weighted-average period of 2.9 years.

Nonvested Equity Shares. The following table presents the equity awards granted pursuant to the Company’s various stock compensation plans:

	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested equity common stock	466,314	$	22.47	540,380	$	17.26
Nonvested equity common stock units	732	$	25.60	8,395	$	20.27
Nonvested performance-based equity shares	248,575	$	19.61	274,979	$	16.57
Total shares granted	715,621			823,754

Performance Share Programs

2014 Program. In February 2014, the Compensation Committee approved a new performance share program (the “2014 Program”) pursuant to the 2012 Equity Incentive Plan. The performance-based awards contingently vest in May 2017, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2016, consist of the Company’s total shareholder return (“TSR”) ranking relative to a defined peer group’s individual TSRs (“Relative TSR”) (weighted at 60%) and the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group’s percentage calculation (“DCF per Debt Adjusted Share”) (weighted at 40%). The Relative TSR and DCF per Debt Adjusted Share goals will vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of shares will be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no shares will vest. In any event, the total number of shares of common stock that could vest will not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that have not vested will be forfeited. A total of 248,575 shares were granted under this program during the three months ended March 31, 2014. All compensation expense related to the TSR metric will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. All compensation expense related to the discretionary cash flow metric will be based upon the number of shares

19

expected to vest at the end of the three year period. The Company recorded $0.1 million of non-cash stock-based compensation expense related to these awards for the three months ended March 31, 2014.

11. Commitments and Contingencies

Lease Financing Obligation. The Company has a Lease Financing Obligation with Bank of America Leasing & Capital, LLC as the lead bank as discussed in Note 5. The aggregate undiscounted minimum future lease payments, including both principal and interest components, are presented below:

	As of March 31, 2014
	(in thousands)
2014	$	4,485
2015	5,979
2016	5,979
2017	5,979
2018	5,979
Thereafter	18,781
Total	$	47,182

Transportation Demand and Firm Processing Charges. The Company has entered into contracts that provide firm transportation capacity on pipeline systems and firm processing charges. The remaining terms on these contracts range from two to seven years and require the Company to pay transportation demand and processing charges regardless of the amount of pipeline capacity utilized by the Company. All transportation costs, including demand charges and processing charges, are included in gathering, transportation and processing expense in the Unaudited Consolidated Statements of Operations. The Company paid $7.7 million and $8.8 million of transportation demand charges for the three months ended March 31, 2014 and March 31, 2013, respectively. The Company did not pay firm processing charges for the three months ended March 31, 2014 and paid $0.7 million of firm processing charges for the three months ended March 31, 2013.

The amounts in the table below represent the Company’s gross future minimum transportation demand and firm processing charges. However, the Company will record in its financial statements only the Company’s proportionate share based on the Company’s working interest and net revenue interest, which will vary from property to property. From time to time, we may sell certain portions of firm capacity on various pipelines, as business or operations conditions warrant, to mitigate our exposure on unused transportation capacity.

	As of March 31, 2014
	(in thousands)
2014	$	27,320
2015	36,717
2016	35,466
2017	33,085
2018	33,521
Thereafter	63,813
Total	$	229,922

Lease and Other Commitments. The Company has one take-or-pay purchase agreement for supply of carbon dioxide (“CO2”), which has a total financial commitment of $1.7 million. The CO2 is for use in fracture stimulation operations. Under this contract, the Company is obligated to purchase a minimum monthly volume at a set price. If the Company takes delivery of less than the minimum required amount, the Company is responsible for full payment (deficiency payment) in December 2015.

The Company leases office space, vehicles and certain equipment under non-cancelable operating leases. Office lease expense was $0.4 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively. Additionally, the Company has entered into various long-term agreements for telecommunication services. Future minimum annual payments under lease and other agreements are as follows:

20

	As of March 31, 2014
	(in thousands)
2014	$	3,510
2015 (1)	9,943
2016	2,702
2017	2,535
2018	2,528
Thereafter	633
Total	$	21,851

(1) Includes a drilling carry in the amount of $8.5 million from a purchase, sale and exploration agreement related to acreage in the Powder River Basin. As of March 31, 2014, the Company has satisfied $1.6 million of this carry. The Company will owe the remaining carry balance if not satisfied by October 1, 2015.

Litigation. The Company is subject to litigation, claims and governmental and regulatory proceedings arising in the course of ordinary business. It is the opinion of the Company’s management that current claims and litigation involving the Company are not likely to have a material adverse effect on its Unaudited Consolidated Balance Sheet, Cash Flows or Statements of Operations.

12. Guarantor Subsidiaries

In addition to the Amended Credit Facility, the 7.625% Senior Notes, 7.0% Senior Notes and Convertible Notes, which are registered securities, are jointly and severally guaranteed on a full and unconditional basis by the Company’s 100% owned subsidiaries (“Guarantor Subsidiaries”). Presented below are the Company’s unaudited condensed consolidating balance sheets, statements of operations, statements of other comprehensive income (loss) and statements of cash flows, as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended.

The following unaudited condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Unaudited Consolidated Financial Statements. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate the Company and the Guarantor Subsidiaries are reflected in the intercompany eliminations column.

Condensed Consolidating Balance Sheets

	As of March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Assets:
Current assets	$	158,005		$	362		$	—	$	158,367
Property and equipment, net	2,167,454			114,653			—		2,282,107
Intercompany receivable (payable)	152,350			(152,350		)	—		—
Investment in subsidiaries	(42,853		)	—			42,853		—
Noncurrent assets	19,501			—			—		19,501
Total assets	$	2,454,457		$	(37,335	)	$	42,853	$	2,459,975
Liabilities and Stockholders’ Equity:
Current liabilities	$	227,532		$	1,232		$	—	$	228,764
Long-term debt	1,042,889			—			—		1,042,889
Deferred income taxes	148,894			2,187			—		151,081
Other noncurrent liabilities	40,217			2,099			—		42,316
Stockholders’ equity	994,925			(42,853		)	42,853		994,925
Total liabilities and stockholders’ equity	$	2,454,457		$	(37,335	)	$	42,853	$	2,459,975

21

	As of December 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Assets:
Current assets	$	154,794		$	2,453		$	—	$	157,247
Property and equipment, net	2,088,591			113,905			—		2,202,496
Intercompany receivable (payable)	155,909			(155,909		)	—		—
Investment in subsidiaries	(44,976		)	—			44,976		—
Noncurrent assets	21,770			—			—		21,770
Total assets	$	2,376,088		$	(39,551	)	$	44,976	$	2,381,513
Liabilities and Stockholders’ Equity:
Current liabilities	$	192,093		$	626		$	—	$	192,719
Long-term debt	979,082			—			—		979,082
Deferred income taxes	159,139			2,187			—		161,326
Other noncurrent liabilities	40,056			2,612			—		42,668
Stockholders’ equity	1,005,718			(44,976		)	44,976		1,005,718
Total liabilities and stockholders’ equity	$	2,376,088		$	(39,551	)	$	44,976	$	2,381,513

Condensed Consolidating Statements of Operations

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations			Consolidated
	(in thousands)
Operating and other revenues	$	121,283		$	6,405		$	—		$	127,688
Operating expenses	(88,782		)	(4,282		)	—			(93,064		)
General and administrative	(15,407		)	—			—			(15,407		)
Interest income and other income (expense)	(42,211		)	—			—			(42,211		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(25,117		)	2,123			—			(22,994		)
Benefit from income taxes	10,245			—			—			10,245
Equity in earnings (loss) of subsidiaries	2,123			—			(2,123		)	—
Net income (loss)	$	(12,749	)	$	2,123		$	(2,123	)	$	(12,749	)

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations			Consolidated
	(in thousands)
Operating and other revenues	$	130,140		$	8,137		$	—		$	138,277
Operating expenses	(112,072		)	(3,847		)	—			(115,919		)
General and administrative	(20,582		)	—			—			(20,582		)
Interest and other income (expense)	(54,354		)	—			—			(54,354		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(56,868		)	4,290			—			(52,578		)
Benefit from income taxes	19,427			—			—			19,427
Equity in earnings (loss) of subsidiaries	4,290			—			(4,290		)	—
Net income (loss)	$	(33,151	)	$	4,290		$	(4,290	)	$	(33,151	)

Condensed Consolidating Statements of Comprehensive Income (Loss)

22

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries		Intercompany Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(12,749	)	$	2,123	$	(2,123	)	$	(12,749	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(97		)	—		—			(97		)
Other comprehensive loss	(97		)	—		—			(97		)
Comprehensive income (loss)	$	(12,846	)	$	2,123	$	(2,123	)	$	(12,846	)

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries		Intercompany Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(33,151	)	$	4,290	$	(4,290	)	$	(33,151	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(1,292		)	—		—			(1,292		)
Other comprehensive loss	(1,292		)	—		—			(1,292		)
Comprehensive income (loss)	$	(34,443	)	$	4,290	$	(4,290	)	$	(34,443	)

Condensed Consolidating Statements of Cash Flows

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities	$	68,304		$	6,890		$	—	$	75,194
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(125,284		)	(3,654		)	—		(128,938		)
Additions to furniture, fixtures and other	(274		)	—			—		(274		)
Proceeds from sale of properties and other investing activities	(388		)	—			—		(388		)
Cash flows from financing activities:
Proceeds from debt	65,000			—			—		65,000
Principal and redemption premium payments on debt	(1,137		)	—			—		(1,137		)
Intercompany transfers	3,236			(3,236		)	—		—
Other financing activities	(1,820		)	—			—		(1,820		)
Change in cash and cash equivalents	7,637			—			—		7,637
Beginning cash and cash equivalents	54,545			50			—		54,595
Ending cash and cash equivalents	$	62,182		$	50		$	—	$	62,232

23

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities	$	61,740		$	5,186		$	—	$	66,926
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(104,268		)	(11,056		)	—		(115,324		)
Additions to furniture, fixtures and other	(445		)	—			—		(445		)
Proceeds from sale of properties and other investing activities	6,424			—			—		6,424
Cash flows from financing activities:
Proceeds from debt	25,000			—			—		25,000
Principal and redemption premium payments on debt	(2,241		)	—			—		(2,241		)
Intercompany transfers	(5,870		)	5,870			—		—
Other financing activities	(1,263		)	—			—		(1,263		)
Change in cash and cash equivalents	(20,923		)	—			—		(20,923		)
Beginning cash and cash equivalents	79,395			50			—		79,445
Ending cash and cash equivalents	$	58,472		$	50		$	—	$	58,522

24

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements as to our future plans, estimates, beliefs and expected performance. Forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the following risks and uncertainties:

• volatility of market prices received for oil, natural gas and natural gas liquids (“NGLs”);

• costs and availability of third party facilities for gathering, processing, refining and transportation;

• ability to receive drilling and other permits, regulatory approvals and required surface access and rights of way;

• higher than expected costs and expenses including production, drilling and well equipment costs;

• economic and competitive conditions;

• reductions in the borrowing base under our amended revolving bank credit facility (the “Amended Credit Facility”);

• declines in the values of our oil and natural gas properties resulting in impairments;

• changes in estimates of proved reserves;

• compliance with environmental and other regulations;

• derivative and hedging activities;

• potential failure to achieve expected production from existing and future exploration or development projects or acquisitions;

• occurrence of property divestitures or acquisitions;

• legislative or regulatory changes including initiatives related to drilling and completion techniques such as hydraulic fracturing;

• future processing volumes and pipeline throughput;

• the potential for production decline rates from our wells to be greater than we expect;

• ability to replace natural production declines with acquisitions, new drilling or recompletion activities;

• exploration risks such as drilling unsuccessful wells;

• capital expenditures and other contractual obligations;

• debt and equity market conditions;

• liabilities resulting from litigation concerning alleged damages related to environmental issues, pollution, contamination, personal injury, royalties, marketing, title to properties, validity of leases, or other matters that may not be covered by an effective indemnity or insurance;

• changes in tax rates; and

• other uncertainties, as well as those factors discussed below and in our Annual Report on Form 10-K for the year ended December 31, 2013 under the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections and in Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, all of which are difficult to predict.

In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. Readers should not place undue reliance on these forward-looking statements, which reflect management’s views only as of the date hereof. Other than as required under the securities laws, we do not undertake any obligation to publicly correct or update any forward-looking statements whether as a result of changes in internal estimates or expectations, new information, subsequent events or circumstances or otherwise.

Overview

Bill Barrett Corporation together with our wholly-owned subsidiaries (“the Company”, “we”, “our” or “us”) develops oil, natural gas and NGLs in the Rocky Mountain region of the United States. We seek to build stockholder value through profitable growth in cash flow, reserves and production through the development of our oil, natural gas and NGL assets. We seek high quality development projects with the potential to provide long-term drilling inventories that generate high returns. Due to the decline in natural gas prices resulting from the increased supply over the past few years, we have shifted our focus to finding, acquiring and developing oil resources. Therefore, we will have less gas production due to suspended gas drilling, along with the sale of certain gas producing properties. Substantially all of our revenues are generated through the sale of oil and natural gas production and NGLs recovery at market prices.

We were formed in January 2002 and are incorporated in the State of Delaware. In December 2004, we completed our initial public offering. Since inception, we have built our portfolio of properties primarily through acquisitions where we seek to add value through our geologic and operational expertise. Our acquisitions have included key assets in the Piceance

25

(Colorado), Uinta (Utah), Denver-Julesburg (Colorado and Wyoming) and Powder River (Wyoming) Basins in the Rocky Mountain region (the “Rockies”). We also may sell properties when the opportunity arises or when business conditions warrant, as demonstrated by the sale of our Wind River Basin and Powder River Basin properties and a portion of our Piceance Basin properties in December 2012 and the sale of our West Tavaputs properties in the Uinta Basin (the "West Tavaputs Divestiture") in December 2013.

We are committed to developing and producing oil, natural gas and NGLs in a responsible and safe manner. We work diligently with environmental, wildlife and community organizations to ensure that our exploration and development activities are designed with all stakeholders in mind.

We operate in one industry segment, which is the development and production of crude oil, natural gas and NGLs, and all of our operations are conducted in the Rocky Mountain region of the United States. Consequently, we currently report a single reportable segment.

Three Months Ended March 31, 2014 Compared with Three Months Ended March 31, 2013

	Three Months Ended March 31,				Increase (Decrease)
	2014		2013		Amount			Percent
	($ in thousands, except per unit data)
Operating Results:
Operating and Other Revenues
Oil, gas and NGL production	$	127,169	$	134,405	$	(7,236	)	(5	)%
Other	519		3,872		(3,353		)	(87	)%
Operating Expenses
Lease operating expense	16,164		18,746		(2,582		)	(14	)%
Gathering, transportation and processing expense	11,704		15,588		(3,884		)	(25	)%
Production tax expense	7,624		5,951		1,673			28	%
Exploration expense	303		95		208			219	%
Impairment, dry hole costs and abandonment expense	1,761		7,101		(5,340		)	(75	)%
Depreciation, depletion and amortization	55,508		68,438		(12,930		)	(19	)%
General and administrative expense (1)	11,819		15,148		(3,329		)	(22	)%
Non-cash stock-based compensation expense (1)	3,588		5,434		(1,846		)	(34	)%
Total operating expenses	$	108,471	$	136,501	$	(28,030	)	(21	)%
Production Data:
Oil (MBbls)	922		794		128			16	%
Natural gas (MMcf)	6,420		14,664		(8,244		)	(56	)%
NGLs (MBbls)	442		582		(140		)	(24	)%
Combined volumes (MBoe)	2,434		3,820		(1,386		)	(36	)%
Daily combined volumes (Boe/d)	27,044		42,444		(15,400		)	(36	)%
Average Realized Prices (2):
Oil (per Bbl)	$	78.78	$	81.74	$	(2.96	)	(4	)%
Natural gas (per Mcf)	4.79		4.10		0.69			17	%
NGLs (per Bbl)	33.00		25.01		7.99			32	%
Combined (per Boe)	48.47		36.55		11.92			33	%
Average Costs (per Boe):
Lease operating expense	$	6.64	$	4.91	$	1.73		35	%
Gathering, transportation and processing expense	4.81		4.08		0.73			18	%
Production tax expense	3.13		1.56		1.57			101	%
Depreciation, depletion and amortization	22.81		17.92		4.89			27	%
General and administrative expense (3)	4.86		3.97		0.89			22	%

26

(1) Non-cash stock-based compensation expense is presented herein as a separate line item but is combined with general and administrative expense for a total of $15.4 million and $20.6 million for the three months ended March 31, 2014 and 2013, respectively, in the Unaudited Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of the non-cash component of general and administrative expense is useful because the cash portion provides a better understanding of our required cash for general and administrative expenses. We also believe that this disclosure allows for a more accurate comparison to our peers, which may have higher or lower expenses associated with stock-based grants.

(2) Average realized prices shown in the table are net of the effects of all settled commodity hedging transactions related to current period production. This presentation is a non-GAAP measure as it only represents the cash settled portion of our total commodity derivative loss in the Unaudited Consolidated Statements of Operations. Management believes the presentation of average prices including the effects of settled commodity derivative gains and losses is useful because the cash settlement portion provides a better understanding of the Company's average prices received for production volumes. We also believe that this disclosure allows for a more accurate comparison to our peers.

(3) Excludes non-cash stock-based compensation expense as described in Note 1 above. This presentation is a non-GAAP measure. Average costs per Boe for general and administrative expense, including non-cash stock-based compensation expense, as presented in the Unaudited Consolidated Statements of Operations, were $6.33 and $5.39 for the three months ended March 31, 2014 and 2013, respectively.

Production Revenues and Volumes. Production revenues decreased to $127.2 million for the three months ended March 31, 2014 from $134.4 million for the three months ended March 31, 2013. The decrease in production revenues was primarily due to a 36%decrease in production volumes, offset by an increase in average prices. The decrease in production volumes reduced production revenues by approximately $72.4 million, while the increase in average prices increased production revenues by approximately $65.2 million.

We discontinued hedge accounting as of January 1, 2012. All accumulated gains or losses related to the discontinued cash flow hedges were recorded in AOCI as of January 1, 2012 and will remain in AOCI until the underlying transaction occurs. As the underlying transaction occurs, these gains or losses are reclassified from AOCI into oil, gas and NGL production revenues. The amount reclassified to oil, gas and NGL production revenues was a gain of $0.2 million and $2.0 million for the three months ended March 31, 2014 and 2013, respectively.

Total production volumes of 2.4 MMBoe for the three months ended March 31, 2014decreased from 3.8 MMBoe for the three months ended March 31, 2013. The decrease relates to the West Tavaputs Divestiture, severe winter weather, downtime and lower NGL yields at our primary NGL processor in the Piceance Basin and unexpected drilling delays associated with remediation of offset wellbores in the DJ Basin that is required by the Colorado Oil and Gas Conservation Commission regulations. These decreases were partially offset by a 16% overall increase in oil production with increases in the DJ Basin and Powder Deep Oil Program for the three months ended March 31, 2014. Additional information concerning production is in the following table:

	Three Months Ended March 31, 2014					Three Months Ended March 31, 2013				% Increase (Decrease)
	Oil	NGL	Natural Gas		Total	Oil	NGL	Natural Gas	Total	Oil	NGL		Natural Gas	Total
	(MBbls)	(MBbls)	(MMcf)		(MBoe)	(MBbls)	(MBbls)	(MMcf)	(MBoe)	(MBbls)	(MBbls)		(MMcf)	(MBoe)
Piceance Basin	61	318	5,022		1,216	93	527	7,032	1,792	(34)%	(40	)%	(29)%	(32)%
Uinta Oil Program	402	30	522		519	477	27	726	625	(16)%	11	%	(28)%	(17)%
DJ Basin	357	92	780		579	156	28	360	244	129%	229	%	117%	137%
Powder Deep Oil Program	99	2	114		120	49	—	48	57	102%	*nm		138%	111%
Other (1)	3	—	(18	)	—	19	—	6,498	1,102	(84)%	*nm		(100)%	(100)%
Total	922	442	6,420		2,434	794	582	14,664	3,820	16%	(24	)%	(56)%	(36)%

* Not meaningful.

(1) Other includes Uinta - West Tavaputs natural gas volumes of 6,455 MMcf and oil production of 15 MBbls for 2013.

Hedging Activities. During the three months ended March 31, 2014, approximately 88% of our oil volumes, 91% of our natural gas volumes and 18% of our NGL related volumes were subject to financial hedges, which resulted in decreases in oil revenues of $3.5 million, natural gas revenues of $5.0 million and NGL revenues of $0.5 million after settlements for all

27

commodity derivatives. Of the $9.0 million loss on settlements for the three months ended March 31, 2014, a $0.2 million gain was included in oil, gas and NGL production revenues and a $9.2 million loss was included in commodity derivative loss in the Unaudited Consolidated Statements of Operations. During the three months ended March 31, 2013, approximately 81% of our oil volumes, 92% of our natural gas volumes, and 14% of our NGL related volumes were subject to financial hedges, which resulted in increases in oil revenues of $2.4 million, natural gas revenues of $5.7 million and NGL revenues of $0.4 million after settlements for all commodity derivatives. Of the $8.5 million gain on settlements for the three months ended March 31, 2013, $2.0 million was included in oil, gas and NGL production revenues and $6.5 million was included in commodity derivative loss in the Unaudited Consolidated Statements of Operations. We may not always be able to generate increases in revenues based on hedge settlements due to the volatility of prices for oil, natural gas and NGLs and current market conditions.

Other Operating Revenues. Other operating revenues decreased to $0.5 million for the three months ended March 31, 2014 from $3.9 million for the three months ended March 31, 2013. Other operating revenues for the three months ended March 31, 2014 primarily consisted of $0.5 million of income from gathering and compression fees received from third parties. Other operating revenues for the three months ended March 31, 2013 consisted of $3.5 million in net gains realized from the sale of properties and $0.4 million of income from gathering and compression fees received from third parties.

Lease Operating Expense ("LOE"). LOE increased to $6.64 per Boe for the three months ended March 31, 2014 from $4.91 per Boe for the three months ended March 31, 2013. LOE on a per Boe basis is inherently higher for our oil producing properties such as those in our Uinta and DJ Basin development areas. In addition, the sale of natural gas properties with lower LOE per Boe in the West Tavaputs Divestiture also contributed to a higher LOE per Boe unit cost for the three months ended March 31, 2014.

Gathering, Transportation and Processing Expense ("GTP"). GTP expense increased to $4.81 per Boe for the three months ended March 31, 2014 from $4.08 per Boe for the three months ended March 31, 2013. GTP expense for the three months ended March 31, 2014 increased on a per Boe basis primarily due to retaining certain transportation contracts that were related to West Tavaputs natural gas production but were not part of the West Tavaputs Divestiture. Transportation costs were incurred for these contracts during the three months ended March 31, 2014 with no associated production volumes. We continue to be subject to long-term firm transportation contracts for a portion of our natural gas production from the Piceance Basin. From time to time, we may sell certain portions of firm capacity on various pipelines, as business or operations conditions warrant, to mitigate our exposure on unused transportation capacity.

Production Tax Expense. Total production taxes increased to $7.6 million for the three months ended March 31, 2014 from $6.0 million for the three months ended March 31, 2013. Production taxes are primarily based on the wellhead values of production, which exclude gains and losses associated with hedging activities. Production taxes as a percentage of oil, natural gas and NGL sales before hedging adjustments were 6.0% and 4.5% for the three months ended March 31, 2014 and 2013, respectively.

Production tax rates vary across the different areas in which we operate. As the proportion of our production changes from area to area, our average production tax rate will vary depending on the quantities produced from each area and the production tax rates in effect for those areas. The increase in the overall production tax rate is consistent with our production increase in areas with higher production tax rates.

Exploration Expense. Exploration expense increased to $0.3 million for the three months ended March 31, 2014 from $0.1 million for the three months ended March 31, 2013. Exploration expense for the three months ended March 31, 2014 consisted of $0.2 million for geological and geophysical seismic programs and $0.1 million for delay rentals across all basins. Exploration expense for the three months ended March 31, 2013 consisted of $0.1 million of geological and geophysical seismic programs and delay rentals across all basins.

Impairment, Dry Hole Costs and Abandonment Expense. Our impairment, dry hole costs and abandonment expense decreased to $1.8 million for the three months ended March 31, 2014 from $7.1 million for the three months ended March 31, 2013. For the three months ended March 31, 2014, impairment expense was $1.0 million, abandonment expense was $0.7 million and dry hole costs were $0.1 million. The $1.0 million of impairment expense for the three months March 31, 2014 related to West Tavaputs Divestiture based upon a true up of previously estimated fair value relative to carrying value. These properties were sold in December 2013. For the three months ended March 31, 2013, abandonment expense was $6.2 million and dry hole costs were $0.9 million.

Depreciation, Depletion and Amortization ("DD&A"). DD&A decreased to $55.5 million for the three months ended March 31, 2014 compared with $68.4 million for the three months ended March 31, 2013. The decrease of $12.9 million was a result of the 36%decrease in production for the three months ended March 31, 2014 compared with the three months ended

28

March 31, 2013, offset by an increase in the DD&A rate. The decrease in production accounted for a $24.8 million decrease in DD&A expense, while the overall increase in the DD&A rate accounted for $11.9 million of additional DD&A expense.

Under successful efforts accounting, depletion expense is calculated on a field-by-field basis based on geologic and reservoir delineation using the unit-of-production method. The capital expenditures for proved properties for each field compared to the proved reserves corresponding to each producing field determine a depletion rate for current production. For the three months ended March 31, 2014, the relationship of capital expenditures, proved reserves and production from certain producing fields yielded a depletion rate of $22.81 per Boe compared with $17.92 per Boe for the three months ended March 31, 2013. The increase in the DD&A rate during the three months ended March 31, 2014 compared with the three months ended March 31, 2013 was due to an increase in oil projects, which have higher capital costs per Boe compared to our natural gas projects. Future depletion rates will be adjusted to reflect capital expenditures, proved reserve changes and well performance.

General and Administrative Expense. General and administrative expense, excluding non-cash stock-based compensation, decreased to $11.8 million for the three months ended March 31, 2014 from $15.1 million for the three months ended March 31, 2013. The decrease of $3.3 million was primarily the result of a 14% decrease in the number of employees as of March 31, 2014 compared to March 31, 2013. General and administrative expense, excluding non-cash stock-based compensation, is a non-GAAP measure. See Note 1 to the table on page 26 for a reconciliation and explanation. On a per Boe basis, general and administrative expense, excluding non-cash stock-based compensation, increased to $4.86 per Boe for the three months ended March 31, 2014 from $3.97 per Boe for the three months ended March 31, 2013, largely due to the 36%decrease in production as the result of the West Tavaputs Divestiture.

Non-cash charges for stock-based compensation for the three months ended March 31, 2014 and the three months ended March 31, 2013 were $3.6 million and $5.4 million, respectively. Non-cash stock-based compensation expense for each of the three months ended March 31, 2014 and 2013 related primarily to vesting of our stock option awards and nonvested shares of common stock issued to employees.

The components of non-cash stock-based compensation for the three months ended March 31, 2014 and 2013 are shown in the following table:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Stock options and nonvested equity shares of common stock	$	3,300	$	4,937
Shares issued for 401(k) plan	269		327
Shares issued for directors’ fees	19		170
Total	$	3,588	$	5,434

Interest Expense. Interest expense decreased to $17.4 million for the three months ended March 31, 2014 from $24.5 million for the three months ended March 31, 2013. The decrease for the three months ended March 31, 2014 was primarily due to a lower weighted average interest rate as a result of the redemption of the 9.875% Senior Notes on July 15, 2013, and lower weighted average outstanding borrowings. Our weighted average interest rate for the three months ended March 31, 2014 was 6.9% compared to 8.4% for the three months ended March 31, 2013, and our weighted average outstanding borrowings for the three months ended March 31, 2014 were $1.0 billion compared with $1.2 billion for the three months ended March 31, 2013.

Commodity Derivative Gain (Loss).Commodity derivative loss changed to a loss of $25.2 million for the three months ended March 31, 2014 compared with a loss of $29.9 million for the three months ended March 31, 2013. Gains and losses on commodity derivatives will fluctuate from period to period based on changes in commodity futures pricing.

The table below summarizes our commodity derivative gains and losses that were recognized in the periods presented:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Realized gain (loss) on derivatives not designated as cash flow hedges (1)	$	(9,200	)	$	6,453
Unrealized loss on derivatives not designated as cash flow hedges (1)	(15,955		)	(36,304		)
Total commodity derivative loss	$	(25,155	)	$	(29,851	)

29

(1) Realized and unrealized gains and losses on commodity derivatives are presented herein as separate line items but are combined for a total commodity derivative loss in the Unaudited Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of the realized and unrealized commodity derivative gains and losses is useful because the realized cash settlement portion provides a better understanding of our hedge position. We also believe that this disclosure allows for a more accurate comparison to our peers.

Income Tax Benefit. Income tax benefit totaled $10.2 million for the three months ended March 31, 2014 compared to an income tax benefit of $19.4 million for the three months ended March 31, 2013, resulting in effective tax rates of 44.6% and 36.9%, respectively. For both the 2014 and 2013 periods, our effective tax rate differs from the federal statutory rate primarily as a result of recording stock-based compensation expense and other operating expenses that are not deductible for income tax purposes as well as the effect of state income taxes. The increase in the effective tax rate is mainly a result of the relationship of these items to book income.

Capital Resources and Liquidity

Our primary sources of liquidity since our formation in January 2002 have been net cash provided by operating activities, sales and other issuances of equity and debt securities, notes and senior notes, bank credit facilities, proceeds from sale-leasebacks, joint exploration agreements and sales of interests in properties. Our primary use of capital has been for the development, exploration and acquisition of oil and natural gas properties. As we pursue profitable reserves and production growth, we continually monitor the capital resources, including issuance of equity and debt securities, available to us to meet our future financial obligations, planned capital expenditure activities and liquidity. Our future success in growing proved reserves and production will be highly dependent on capital resources available to us and our success in finding or acquiring additional reserves. We believe that we have significant liquidity available to us from cash flows from operations and under our Amended Credit Facility for our planned uses of capital.

At March 31, 2014, we had cash and cash equivalents of $62.2 million and a $180.0 million balance outstanding under our Amended Credit Facility. Our borrowing base is dependent on our proved reserves and hedge position and was, as of March 31, 2014, $625.0 million. Our borrowing capacity was further reduced by $26.0 million to $419.0 million as of March 31, 2014 due to an outstanding irrevocable letter of credit related to a firm transportation agreement.

Cash Flow from Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2014 and 2013 was $75.2 million and $66.9 million, respectively. The increase in net cash provided by operating activities was due to an increase in the changes in operating assets and liabilities, a decrease in cash operating expenses, offset by a decrease in production revenues.

Commodity Hedging Activities

Our operating cash flow is sensitive to many variables, the most significant of which is the volatility of prices for oil, natural gas and NGLs. Prices for these commodities are determined primarily by prevailing market conditions. National and worldwide economic activity and political stability, weather, infrastructure capacity to reach markets, supply levels and other variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict.

To mitigate some of the potential negative impact on cash flow caused by changes in oil, natural gas and NGL prices, we have entered into financial commodity swap contracts to receive fixed prices for a portion of our production revenues. At March 31, 2014, we had in place crude oil swaps covering portions of our 2014, 2015 and 2016 production, natural gas swaps covering portions of our 2014 and 2015 production and NGL swaps covering portions of our 2014 production.

In addition to financial contracts, we may at times enter into various physical commodity contracts for the sale of oil and natural gas that cover varying periods of time and have varying pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sales exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, gas and NGL production revenues at the time of settlement.

All derivative instruments, other than those that meet the normal purchase and normal sales exception as mentioned above, are recorded at fair market value and are included in the Unaudited Consolidated Balance Sheets as assets or liabilities. All fair values are adjusted for non-performance risk. All changes in the derivative’s fair value are recorded in earnings. These mark-to-market adjustments produce a degree of earnings volatility but have no cash flow impact relative to changes in market prices. Our cash flow is only impacted when the associated derivative instrument contract is settled by making a payment to or receiving a payment from the counterparty.

30

At March 31, 2014, the estimated fair value of all of our commodity derivative instruments was a net liability of $19.4 million, comprised of noncurrent assets and current and noncurrent liabilities. We will reclassify the appropriate cash flow hedge amounts from AOCI, related to hedges designated as cash flow hedges prior to January 1, 2012, to gains and losses included in oil, gas and NGL production revenues as the hedged production quantities are produced.

The table below summarizes the realized and unrealized gains and losses that we recognized related to our oil, natural gas and NGL derivative instruments for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Commodity derivative settlements on derivatives designated as cash flow hedges (1)	$	156		$	2,067
Realized gains (losses) on derivatives not designated as cash flow hedges (2)(3)	$	(9,200	)	$	6,453
Unrealized losses on derivatives not designated as cash flow hedges (2)(3)	(15,955		)	(36,304		)
Total commodity derivative loss	$	(25,155	)	$	(29,851	)

(1) Included in oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Included in commodity derivative loss in the Unaudited Consolidated Statements of Operations.

(3) Realized and unrealized gains and losses on commodity derivatives are presented herein as separate line items but are combined for a total commodity derivative loss in the Unaudited Consolidated Statements of Operations. This separate presentation is a non-GAAP measure. Management believes the separate presentation of the realized and unrealized commodity derivative gains and losses is useful because the realized cash settlement portion provides a better understanding of our hedge position. We also believe that this disclosure allows for a more accurate comparison to our peers.

The following table summarizes all of our hedges in place as of March 31, 2014:

Contract	Total Hedged Volumes	Quantity Type	Weighted Average Fixed Price		Index Price (1)	Fair Market Value (in thousands)
Swap Contracts:
2014
Oil	2,769,400	Bbls	$	94.03	WTI	$	(9,845	)
Natural gas	18,485,000	MMBtu	$	3.97	NWPL	(7,873		)
Natural gas liquids (2)	241,071	Bbls	$	54.93	Mt. Belvieu	335
2015
Oil	2,524,000	Bbls	$	89.15	WTI	(2,580		)
Natural gas	7,300,000	MMBtu	$	4.13	NWPL	369
2016
Oil	91,000	Bbls	$	87.69	WTI	196
Total						$	(19,398	)

31

The following table includes all hedges entered into subsequent to March 31, 2014 through April 18, 2014:

Contract	Total Hedged Volumes	Quantity Type	Weighted Average Fixed Price		Index Price (1)
Swap Contracts:
2014
Natural gas liquids (2)	38,096	Bbls	$	89.73	Mt. Belvieu
2015
Oil	1,004,500	Bbls	$	90.36	WTI
2016
Oil	366,000	Bbls	$	86.95	WTI

(1) NWPL refers to Northwest Pipeline Corporation price as quoted in Platt’s Inside FERC on the first business day of each month. Mt. Belvieu refers to the average daily price as quoted by Oil Price Information Service (“OPIS”) for Mont Belvieu spot gas liquid prices. WTI refers to West Texas Intermediate price as quoted on the New York Mercantile Exchange (“NYMEX”).

(2) Weighted average fixed price includes propane, normal butane, isobutane and natural gasoline hedges.

By removing the price volatility from a portion of our oil, natural gas and NGL related revenue, we have mitigated, but not eliminated, the potential effects of changing prices on our operating cash flow for those periods. While mitigating negative effects of falling commodity prices, these derivative contracts also limit the benefits we would receive from increases in commodity prices.

It is our policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. Our derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. (“ISDA”) Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. We are not required to provide any credit support to our counterparties other than cross collateralization with the properties securing the Amended Credit Facility. We have set-off provisions in our derivative contracts with lenders under our Amended Credit Facility which, in the event of a counterparty default, allow us to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed us under derivative contracts. Where the counterparty is not a lender under the Amended Credit Facility, we may not be able to set-off amounts owed by us under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility.

Capital Expenditures

Our capital expenditures are summarized in the following tables for the periods indicated:

	Three Months Ended March 31,
Basin/Area	2014		2013
	(in millions)
Piceance	$	0.1	$	2.4
Uinta Oil Program	29.7		64.6
DJ	95.0		19.5
Powder Deep Oil Program	9.1		29.7
Other	0.6		2.1
Total	$	134.5	$	118.3

32

	Three Months Ended March 31,
	2014		2013
	(in millions)
Acquisitions of proved and unproved properties and other real estate	$	3.7	$	4.2
Drilling, development, exploration and exploitation of oil and natural gas properties (1)	130.1		113.6
Geologic and geophysical costs	0.3		0.1
Furniture, fixtures and equipment	0.4		0.4
Total	$	134.5	$	118.3

(1) Includes related gathering and facilities costs.

Our current estimated capital expenditure budget in 2014 is $500.0 million to $550.0 million, with all drilling activities targeting oil. The budget includes facilities costs and excludes material acquisitions. We may adjust capital expenditures throughout the year as business conditions and operating results warrant. We believe that we have sufficient available liquidity through 2015 with available cash under the Amended Credit Facility and cash flow from operations to fund our budgeted capital expenditures. Future cash flows are subject to a number of variables, including our level of oil, natural gas and NGL production, commodity prices and operating costs. There can be no assurance that operations and other capital resources will provide sufficient amounts of cash flow to maintain planned levels of capital expenditures.

The amount, timing and allocation of capital expenditures is generally discretionary and within our control. If oil, natural gas and NGL prices decline to levels below our acceptable levels or costs increase to levels above our acceptable levels, we could choose to defer a portion of our budgeted capital expenditures until later periods to achieve the desired balance between sources and uses of liquidity generally by prioritizing capital projects to first focus on those that we believe will have the highest expected financial returns and ability to generate near-term cash flow. We routinely monitor and adjust our capital expenditures, including acquisitions and divestitures, in response to changes in prices and other economic and market conditions, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, success or lack of success in drilling activities, contractual obligations, internally generated cash flow and other factors both within and outside of our control.

Financing Activities

Amended Credit Facility

Our Amended Credit Facility has a maturity date of October 31, 2016, and current commitments and borrowing base of $625.0 million. As of March 31, 2014, we had $180.0 million outstanding under the Amended Credit Facility. As credit support for future payment under a contractual obligation, a $26.0 million letter of credit was issued under the Amended Credit Facility, which reduced the borrowing capacity of the Amended Credit Facility as of March 31, 2014 to $419.0 million.

Interest rates are LIBOR plus applicable margins of 1.5% to 2.5% or ABR plus 0.5% to 1.5% and the commitment fee is between 0.375% to 0.5% based on borrowing base utilization. The average annual interest rates incurred on the Amended Credit Facility was 1.6% and 1.7% for the three months ended March 31, 2014 and 2013, respectively.

The borrowing base is required to be re-determined twice per year. On May 1, 2014 the borrowing base was reaffirmed at $625.0 million based on year-end 2013 reserves and our hedge position. Future semi-annual borrowing bases under our credit facility will be computed based on proved oil, natural gas and NGL reserves, hedge positions and estimated future cash flows from those reserves, as well as any other outstanding debt of the Company.

The Amended Credit Facility is secured by oil and natural gas properties representing at least 80% of the value of our proved reserves and the pledge of all of the stock of our subsidiaries. The Amended Credit Facility contains certain financial covenants. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance.

5% Convertible Senior Notes Due 2028

On March 12, 2008, we issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012, $147.2 million of the outstanding principal amount, or approximately 85% of the outstanding Convertible Notes, were put to us and were redeemed by us at par. We settled the notes in cash. After the redemption, $25.3 million aggregate principal amount of the Convertible Notes was outstanding. The Convertible Notes mature on March 15, 2028, unless earlier converted, redeemed

33

or purchased by us. The Convertible Notes are senior unsecured obligations and rank equal in right of payment to all of our existing and future senior unsecured indebtedness, are senior in right of payment to all of our future subordinated indebtedness, and are effectively subordinated to all of our secured indebtedness with respect to the collateral securing such indebtedness. The Convertible Notes are structurally subordinated to all present and future secured and unsecured debt and other obligations of our subsidiaries. The Convertible Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee our indebtedness under the Amended Credit Facility, the 7.625% Senior Notes and the 7.0% Senior Notes.

The Convertible Notes bear interest at a rate of 5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. Holders of the remaining Convertible Notes may require us to purchase all or a portion of their Convertible Notes for cash on each of March 20, 2015, March 20, 2018 and March 20, 2023 at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the applicable purchase date. We have the right with at least 30 days’ notice to call the Convertible Notes.

7.625% Senior Notes Due 2019

On September 27, 2011, we issued $400.0 million in principal amount of 7.625% Senior Notes due 2019 at par. The 7.625% Senior Notes mature on October 1, 2019. Interest is payable in arrears semi-annually on April 1 and October 1 beginning April 1, 2012. The 7.625% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our other existing and future senior unsecured indebtedness, including the Convertible Notes and 7.0% Senior Notes. The 7.625% Senior Notes are redeemable on October 1, 2015 at our option at a redemption price of 103.813% of the principal amount of the notes. The 7.625% Senior Notes are fully and unconditionally guaranteed by our subsidiaries that guarantee our indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.0% Senior Notes. The 7.625% Senior Notes include certain covenants that limit our ability to incur additional indebtedness, make restricted payments, create liens or sell assets and that prohibit us from paying dividends. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance.

7.0% Senior Notes Due 2022

On March 12, 2012, we issued $400.0 million in aggregate principal amount of 7.0% Senior Notes due 2022 at par. The 7.0% Senior Notes mature on October 15, 2022. Interest is payable in arrears semi-annually on April 15 and October 15 of each year beginning October 15, 2012. The 7.0% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of our other existing and future senior unsecured indebtedness, including the Convertible Notes and 7.625% Senior Notes. The 7.0% Senior Notes are redeemable at our option on October 15, 2017 at a redemption price of 103.5% of the principal amount of the notes. The 7.0% Senior Notes are fully and unconditionally guaranteed by our subsidiaries that guarantee the Amended Credit Facility, the Convertible Notes and the 7.625% Senior Notes. The 7.0% Senior Notes include certain covenants that limit our ability to incur additional indebtedness, make restricted payments, create liens or sell assets and that prohibit us from paying dividends. We are currently in compliance with all financial covenants and have complied with all financial covenants since issuance.

Lease Financing Obligation Due 2020

In July, 2012, we entered into a lease financing arrangement with Bank of America Leasing & Capital, LLC as the lead bank (the “Lease Financing Obligation”) whereby we received $100.8 million through the sale and subsequent leaseback of existing compressors and related facilities owned by us. The Lease Financing Obligation expires on August 10, 2020, and we have the option to purchase the equipment at the end of the lease term for the then current fair market value. The Lease Financing Obligation also contains an early buyout option where we may purchase the equipment for $36.6 million on February 10, 2019. The lease payments related to the equipment are recognized as principal and interest expense based on a weighted average implicit interest rate of 3.3%. As part of the West Tavaputs Divestiture, the purchaser assumed approximately 51% of the lease financing obligation, including the early buyout option related to West Tavaputs.

Our outstanding debt is summarized below:

34

		As of March 31, 2014						As of December 31, 2013
	Maturity Date	Principal		Unamortized Discount		Carrying Amount		Principal		Unamortized Discount		Carrying Amount
		(in thousands)
Amended Credit Facility (1)	October 31, 2016	$	180,000	$	—	$	180,000	$	115,000	$	—	$	115,000
Convertible Notes (2)	March 15, 2028 (3)	25,344		—		25,344		25,344		—		25,344
7.625% Senior Notes (4)	October 1, 2019	400,000		—		400,000		400,000		—		400,000
7.0% Senior Notes (5)	October 15, 2022	400,000		—		400,000		400,000		—		400,000
Lease Financing Obligation (6)	August 10, 2020	42,192		—		42,192		43,329		—		43,329
Total Debt		$	1,047,536	$	—	$	1,047,536	$	983,673	$	—	$	983,673
Less: Current Portion of Long-Term Debt		4,647		—		4,647		4,591		—		4,591
Total Long-Term Debt		$	1,042,889	$	—	$	1,042,889	$	979,082	$	—	$	979,082

(1) The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure.

(2) The aggregate estimated fair value of the Convertible Notes was approximately $25.5 million and $25.1 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(3) We have the right at any time with at least 30 days’ notice to call the Convertible Notes, and the holders have the right to require us to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

(4) The aggregate estimated fair value of the 7.625% Senior Notes was approximately $433.0 million and $430.2 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(5) The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(6) The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million and $41.7 million as of March 31, 2014 and December 31, 2013, respectively. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

Credit Ratings. Our credit risk is evaluated by two independent rating agencies based on publicly available information and information obtained during our ongoing discussions with the rating agencies. Moody’s Investor Services and Standard & Poor’s Rating Services currently rate our 7.625% Senior Notes and 7.0% Senior Notes and have assigned a credit rating. We do not have any provisions that are linked to our credit ratings, nor do we have any credit rating triggers that would accelerate the maturity of amounts due under our Amended Credit Facility, Convertible Notes, 7.625% Senior Notes or the 7.0% Senior Notes. However, our ability to raise funds and the costs of any financing activities will be affected by our credit rating at the time any such financing activities are conducted.

Contractual Obligations. A summary of our contractual obligations as of and subsequent to March 31, 2014 is provided in the following table:

	Payments Due By Year
	Year 1		Year 2		Year 3		Year 4		Year 5		Thereafter		Total
	(in thousands)
Notes payable (1)	$	553	$	553	$	180,553	$	553	$	44	$	—	$	182,256
7.625% Senior Notes (2)	30,500		30,500		30,500		30,500		30,500		415,250		567,750
7.0% Senior Notes (3)	28,000		28,000		28,000		28,000		28,000		499,167		639,167
Convertible Notes (4)	26,889		—		—		—		—		—		26,889
Lease Financing Obligation (5)	5,979		5,979		5,979		5,979		23,266		—		47,182
Purchase commitments (6)(7)	—		1,695		—		—		—		—		1,695
Drilling rig commitments (7)(8)	3,846		—		—		—		—		—		3,846
Office and office equipment leases and other (9)(10)	4,360		9,799		2,624		2,536		2,532		—		21,851
Firm transportation and processing agreements (7)(11)	36,523		36,454		34,955		33,159		33,204		55,627		229,922
Asset retirement obligations (12)	5,296		328		522		300		333		37,528		44,307
Derivative liability (13)(14)	20,388		283		—		—		—		—		20,671
Total	$	162,334	$	113,591	$	283,133	$	101,027	$	117,879	$	1,007,572	$	1,785,536

35

(1) Included in notes payable is the outstanding principal amount under our Amended Credit Facility due October 31, 2016. This table does not include future commitment fees, interest expense or other fees on our Amended Credit Facility because the Amended Credit Facility is a floating rate instrument, and we cannot determine with accuracy the timing of future loan advances, repayments or future interest rates to be charged. Also included in notes payable is a $26.0 million letter of credit that accrues interest at 2.0% and 0.125% per annum for participation fees and fronting fees, respectively. The expected term for the letter of credit is April 30, 2018.

(2) On September 27, 2011, we issued $400.0 million aggregate principal amount of 7.625% Senior Notes. We are obligated to make annual interest payments through maturity in 2019 equal to $30.5 million.

(3) On March 25, 2012, we issued $400.0 million aggregate principal amount of 7.0% Senior Notes. We are obligated to make annual interest payments through maturity in 2022 equal to $28.0 million.

(4) On March 12, 2008, we issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012 approximately 85% of the outstanding Convertible Notes, representing $147.2 million of the then outstanding principal amount, were put to us. We settled the notes in cash and recognized a gain on extinguishment of $1.6 million after completing a fair value analysis of the consideration transferred to holders of the Convertible Notes. After the redemption in March 2012, $25.3 million principal amount of the Convertible Notes is currently outstanding. We are obligated to make semi-annual interest payments on the Convertible Notes until either we call the remaining Convertible Notes or the holders put the Convertible Notes to us, which is expected to occur by 2015.

(5) The Lease Financing Obligation is calculated based on the aggregate undiscounted minimum future lease payments, which include both an interest and principal component.

(6) We have one take-or-pay carbon dioxide purchasing agreement that expires in December 2015. The agreement imposes a minimum volume commitment to purchase CO2 at a contracted price. The contract provides CO2 used in fracture stimulation operations. If we do not take delivery of the minimum volume required, we are obligated to pay for the deficiency. As of March 31, 2014, $1.7 million of the future commitment is due by December 31, 2015.

(7) The values in the table represent the gross amounts that we are financially committed to pay. However, we will record in our financial statements our proportionate share based on our working interest and net revenue interest, which will vary from property to property.

(8) We currently have two drilling rigs under contract. Both contracts expire in 2014. The contracts may be terminated prior to the expiration date but we would be required to pay a penalty computed at $3.8 million as of March 31, 2014. All other rigs currently performing work for us are on a well-by-well basis and, therefore, can be released without penalty given a 60 day notice. The latter types of drilling obligations have not been included in the table above.

(9) The lease for our principal office in Denver extends through March 2019.

(10) We have entered into a purchase, sale and exploration agreement which includes a drilling carry in the amount of $8.5 million related to acreage in the Powder River Basin. As of March 31, 2014, we have satisfied $1.6 million of this agreement. If we do not satisfy the carry amount by October 1, 2015, the remaining balance must be remitted.

(11) We have entered into contracts that provide firm processing rights and firm transportation capacity on pipeline systems. The remaining terms on these contracts range from two to seven years and require us to pay transportation demand and processing charges regardless of the amount of gas we deliver to the processing facility or pipeline. From time to time, we may sell certain portions of firm capacity on various pipelines, as business or operations conditions warrant, to mitigate our exposure on unused transportation capacity.

(12) Neither the ultimate settlement amounts nor the timing of our asset retirement obligations can be precisely determined in advance. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013 for a more detailed discussion of the nature of the accounting estimates involved in estimating asset retirement obligations.

(13) Derivative liability represents the net fair value for oil, gas and NGL commodity derivatives presented as liabilities in our Unaudited Consolidated Balance Sheets as of March 31, 2014. The ultimate settlement amounts of our derivative liabilities are unknown because they are subject to continuing market fluctuations. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013 and in “Commodity Hedging Activities” above in this Quarterly Report on Form 10-Q for a more detailed discussion of the nature of the accounting estimates involved in valuing derivative instruments.

(14) Derivative liability balances in the Unaudited Consolidated Balance Sheets are presented as a net liability for each counterparty. The amount in the table above excludes the year three asset balance of $48.0 thousand netted with the liability on the Unaudited Consolidated Balance Sheets.

Trends and Uncertainties

We refer you to the corresponding section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013 for a discussion of trends and uncertainties that may affect our financial condition or liquidity.

Critical Accounting Policies and Estimates

36

We refer you to the corresponding section in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2013 and the notes to the Unaudited Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for a description of critical accounting policies and estimates. 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in oil, natural gas and NGL prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for purposes other than speculative trading.

Commodity Price Risk

Our primary market risk exposure is in the prices we receive for our production. Commodity pricing is primarily driven by the prevailing worldwide price for crude oil and spot regional market prices applicable to our U.S. oil and natural gas production. Pricing for oil, natural gas and NGLs has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for future production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price. Based on our average daily production and our derivative contracts in place for the three months ended March 31, 2014, our annual revenues would have decreased by approximately $0.1 million for each $1.00 per barrel decrease in crude oil prices, $0.1 million for each $0.10 decrease per MMBtu in natural gas prices and $0.3 million for each $1.00 per barrel decrease in NGL prices.

We routinely enter into commodity hedges relating to a portion of our projected production revenue through various financial transactions that hedge future prices received. These transactions may include financial price swaps whereby we will receive a fixed price and pay a variable market price to the contract counterparty. These commodity hedging activities are intended to support oil, natural gas and NGL prices at targeted levels that provide an acceptable rate of return and to manage our exposure to oil, natural gas and NGL price fluctuations.

As of April 18, 2014, we have financial derivative instruments related to oil, natural gas and NGL volumes in place for the following periods indicated. Further detail of these hedges is summarized in the table presented under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Capital Resources and Liquidity— Commodity Hedging Activities.”

	April – December 2014	For the year 2015	For the year 2016
Oil (Bbls)	2,769,000	3,528,500	457,000
Natural Gas (MMbtu)	18,485,000	7,300,000	—
Natural Gas Liquids (Bbls)	279,167	—	—

Interest Rate Risks

At March 31, 2014, we had $180.0 million outstanding under our Amended Credit Facility, which bears interest at floating rates. The average annual interest rate incurred on this debt for the three months ended March 31, 2014 was 1.6%. A 1.0% increase in each of the average LIBOR rate and federal funds rate for the three months ended March 31, 2014 would have resulted in an estimated $0.3 million increase in interest expense assuming a similar average debt level to the three months ended March 31, 2014. The average annual interest rate incurred on this debt for the three months ended March 31, 2013 was 1.7%.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. As of March 31, 2014, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of March 31, 2014.

Changes in Internal Controls. There has been no change in our internal control over financial reporting during the first fiscal quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

37

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.

We are not a party to any material pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business. While the ultimate outcome and impact of any proceeding cannot be predicted with certainty, our management believes that the resolution of any proceeding will not have a material effect on our financial condition or results of operations.

Item 1A. Risk Factors.

As of the date of this filing, there have been no material changes or updates to the risk factors previously disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2013. An investment in our securities involves various risks. When considering an investment in our Company, you should carefully consider all of the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2013 and subsequent reports filed with the SEC. These risks and uncertainties are not the only ones facing us, and there may be additional matters that we are unaware of or that we currently consider immaterial. All of these could adversely affect our business, financial condition, results of operations and cash flows and, thus, the value of an investment in our Company.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Securities

There were no sales of unregistered equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

The following table contains information about our acquisitions of equity securities during the three months ended March 31, 2014:

Period	Total Number of Shares (1)	Weighted Average Price Paid Per Share		Total Number of  Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number  (or Approximate  Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1 – 31, 2014	70	$	26.34	—	—
February 1 – 28, 2014	78,564	24.58		—	—
March 1 – 31, 2014	507	24.31		—	—
Total	79,141	$	24.58	—	—

(1) Represents shares delivered by employees to satisfy the exercise price of stock options and tax withholding obligations in connection with the exercise of stock options and shares withheld from employees to satisfy tax withholding obligations in connection with the vesting of restricted shares of common stock issued pursuant to our employee incentive plans.

Item 3.    Defaults upon Senior Securities.

Not applicable.

Item 4.    Mine Safety Disclosures.

Not applicable.

Item 5.    Other Information.

Not applicable.

38

Item 6.   Exhibits.

Exhibit Number	Description of Exhibits
2	Purchase and Sale Agreement dated October 22, 2013 between Bill Barrett Corporation and Enervest Energy Institutional Fund XIII-A, Enervest Energy Institutional Fund XIII-WIB, L.P., and Enervest Energy Institutional Fund XIII-WIC, L.P. [Incorporated by reference to Exhibit 2 of our Current Report on Form 8-K filed with the Commission on October 25, 2013.]
2.1	Amendment to Purchase and Sale Agreement, dated December 10, 2013, among Bill Barrett Corporation, Enervest Energy Institutional Fund XIII-A, L.P., Enervest Energy Institutional Fund XIII-WIB, L.P. and Enervest Energy Institutional Fund XIII-WIC, L.P. [Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the Commission on December 11, 2013.]
3.1	Restated Certificate of Incorporation of Bill Barrett Corporation. [Incorporated by reference to Appendix A to our Definitive Proxy Statement filed with the Commission on April 4, 2012.]
3.2	Bylaws of Bill Barrett Corporation. [Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed with the Commission on May 15, 2012.]
4.1(a)	Specimen Certificate of Common Stock. [Incorporated by reference to Exhibit 4.1 of Amendment No. 1 to our Registration Statement on Form 8-A filed with the Commission on December 20, 2004.]
4.1(b)	Indenture, dated March 12, 2008, between Bill Barrett Corporation and Deutsche Bank Trust Company Americas, as Trustee. [Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Commission on March 12, 2008.]
4.1(c)	Indenture, dated July 8, 2009, between Bill Barrett Corporation and Deutsche Bank Trust Company Americas, as Trustee. [Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Commission on July 8, 2009.]
4.2(a)	Registration Rights Agreement, dated March 28, 2002, among Bill Barrett Corporation and the investors named therein. [Incorporated by reference to Exhibit 4.2 of Amendment No. 2 to our Registration Statement on Form S-1 (Registration No. 333-114554) filed with the Commission on August 31, 2004.]
4.2(b)	First Supplemental Indenture, dated March 12, 2008, by and between Bill Barrett Corporation and Deutsche Bank Trust Company Americas, as Trustee (including form of 5% Convertible Senior Notes due 2028). [Incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed with the Commission on March 12, 2008.]
4.3(a)	Stockholders’ Agreement, dated March 28, 2002 and as amended to date, among Bill Barrett Corporation and the investors named therein. [Incorporated by reference to Exhibit 4.3 to Amendment No. 2 to our Registration Statement on Form S-1 (Registration No. 333-114554) filed with the Commission on August 31, 2004.]
4.3(b)	Third Supplemental Indenture, dated September 27, 2011, by Bill Barrett Corporation, Bill Barrett CBM Corporation, Bill Barrett CBM LLC, Circle B Land Company LLC, GB Acquisition Corporation, Elk Production, LLC, Aurora Gathering, LLC and Deutsche Bank Trust Company Americas, as Trustee (including form of 7.625% Senior Notes due 2019). [Incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed with the Commission on September 27, 2011.]
4.3(c)	Fourth Supplemental Indenture for the Company’s 7% Senior Notes due 2022, dated March 12, 2012, among the Company, the Subsidiary Guarantors and the Trustee. [Incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed with the Commission on March 12, 2012.]

39

Exhibit Number	Description of Exhibits
4.4	Form of Rights Agreement concerning Shareholder Rights Plan, which includes, as Exhibit A thereto, the Certificate of Designations of Series A Junior Participating Preferred Stock of Bill Barrett Corporation, and, as Exhibit B thereto, the Form of Right Certificate. [Incorporated by reference to Exhibit 4.4 to Amendment No. 1 to our Registration Statement on Form 8-A filed with the Commission on December 20, 2004.]
4.5	Form of Certificate of Designations of Series A Junior Participating Preferred Stock of Bill Barrett Corporation. [Incorporated by reference to Exhibit 4.4 (Exhibit A) to Amendment No. 1 to our Registration Statement on Form 8-A filed with the Commission on December 20, 2004.]
4.6	Form of Right Certificate. [Incorporated by reference to Exhibit 4.4 (Exhibit A) to Amendment No. 1 to our Registration Statement on Form 8-A filed with the Commission on December 20, 2004.]
4.7	Amendment No. 1 to Rights Agreement, dated as of March 18, 2013, between Bill Barrett Corporation and Computershare Shareowner Services LLC. [Incorporated by reference to Exhibit 4.5 to Amendment No. 2 to our Registration Statement on Form 8-A filed with the Commission on March 18, 2013.]
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1*	Section 1350 Certification of Chief Executive Officer.
32.2*	Section 1350 Certification of Chief Financial Officer.
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

* Furnished herewith.

40

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.

		BILL BARRETT CORPORATION
Date:	May 1, 2014	By:	/s/ R. Scot Woodall
			R. Scot Woodall
			Chief Executive Officer and President
			(Principal Executive Officer)
Date:	May 1, 2014	By:	/s/ Robert W. Howard
			Robert W. Howard
			Chief Financial Officer
			(Principal Financial Officer)

41

EX-31.1

Exhibit 31.1

CERTIFICATION

I, R. Scot Woodall, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bill Barrett Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

/s/ R. Scot Woodall

R. Scot Woodall

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Robert W. Howard, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bill Barrett Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

/s/ Robert W. Howard

Robert W. Howard

Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

BILL BARRETT CORPORATION

SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this quarterly report on Form 10-Q of Bill Barrett Corporation for the fiscal quarter ended March 31, 2014, I, R. Scot Woodall, Chief Executive Officer, President, Director and Chief Operating Officer of Bill Barrett Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. This Form 10-Q for the fiscal quarter ended March 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this Form 10-Q for the fiscal quarter ended March 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of Bill Barrett Corporation for the periods presented therein.

Date: May 1, 2014

/s/ R. Scot Woodall

R. Scot Woodall

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

BILL BARRETT CORPORATION

SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

In connection with this quarterly report on Form 10-Q of Bill Barrett Corporation for the fiscal quarter ended March 31, 2014, I, Robert W. Howard, Chief Financial Officer, Treasurer and Principal Financial Officer of Bill Barrett Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. This Form 10-Q for the fiscal quarter ended March 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this Form 10-Q for the fiscal quarter ended March 31, 2014 fairly presents, in all material respects, the financial condition and results of operations of Bill Barrett Corporation for the periods presented therein.

Date: May 1, 2014

/s/ Robert W. Howard

Robert W. Howard

Chief Financial Officer and Treasurer

(Principal Financial Officer)

XML

Long-Term Debt - Outstanding Debt (Detail) (USD $)			3 Months Ended				3 Months Ended					3 Months Ended						3 Months Ended						3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Amended Credit Facility		Dec. 31, 2013 Amended Credit Facility		Mar. 31, 2014 Convertible Notes		Dec. 31, 2013 Convertible Notes		Mar. 31, 2013 Convertible Notes	Mar. 31, 2014 7.625% Senior Notes		Dec. 31, 2013 7.625% Senior Notes		Mar. 31, 2013 7.625% Senior Notes	Sep. 27, 2011 7.625% Senior Notes	Mar. 31, 2014 7.0% Senior Notes		Dec. 31, 2013 7.0% Senior Notes		Mar. 31, 2013 7.0% Senior Notes	Mar. 12, 2012 7.0% Senior Notes	Mar. 31, 2014 Lease Financing Obligation		Dec. 31, 2013 Lease Financing Obligation		Mar. 31, 2014 Long-term Debt	Dec. 31, 2013 Long-term Debt	Mar. 31, 2014 Current Portion of Long-Term Debt	Dec. 31, 2013 Current Portion of Long-Term Debt
Debt Instrument [Line Items]
Maturity Date			Oct. 31, 2016	[1]			Mar. 15, 2028	[2],[3]				Oct. 01, 2019	[4]					Oct. 15, 2022	[5]					Aug. 10, 2020	[5]
Principal amount of debt instrument	$ 1,042,889,000	$ 979,082,000	$ 180,000,000	[1]	$ 115,000,000	[1]	$ 25,344,000	[3]	$ 25,344,000	[3]	$ 25,300,000	$ 400,000,000	[4]	$ 400,000,000	[4]		$ 400,000,000.0	$ 400,000,000	[5]	$ 400,000,000	[5]		$ 400,000,000.0	$ 42,192,000	[5]	$ 43,329,000	[5]	$ 1,047,536,000	$ 983,673,000	$ 4,647,000	$ 4,591,000
Discount	0	0	0	[1]	0	[1]	0	[3]	0	[3]		0	[4]	0	[4]			0	[5]	0	[5]			0	[5]	0	[5]	0	0	0	0
Amount	1,042,889,000	979,082,000	180,000,000	[1]	115,000,000	[1]	25,344,000	[3]	25,344,000	[3]		400,000,000	[4]	400,000,000	[4]			400,000,000	[5]	400,000,000	[5]			42,192,000	[5]	43,329,000	[5]	1,047,536,000	983,673,000	4,647,000	4,591,000
Aggregate fair value of convertible notes							25,500,000		25,100,000
Debt, stated interest rate							5.00%				5.00%	7.625%		7.625%		7.625%		7.00%		7.00%		7.00%
Debt, fair value	$ 855,000,000	$ 847,200,000	$ 180,000,000		$ 115,000,000		$ 25,500,000		$ 25,100,000			$ 433,000,000		$ 430,200,000				$ 422,000,000		$ 417,000,000				$ 40,300,000		$ 41,700,000

[1] The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure.

[2] The aggregate estimated fair value of the 7.625% Senior Notes was approximately $433.0 million and $430.2 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

[3] The Company has the right at any time, with at least 30 days’ notice, to call the Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

[4] The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

[5] The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million as of March 31, 2014, and $41.7 million as of December 31, 2013. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

XML

Commitments and Contingencies - Schedule of Aggregate Undiscounted Minimum Future Lease Payments (Detail) (Lease Financing Obligation, USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Lease Financing Obligation
Future Minimum Lease Payments Under Capital Leases And Operating Leases For Continuing Operations [Line Items]
2014	$ 4,485
2015	5,979
2016	5,979
2017	5,979
2018	5,979
Thereafter	18,781
Total	$ 47,182

XML

Derivative Instruments - Realized and Unrealized Gains and Losses on Commodity Derivative Instruments (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Commodity derivative settlements on derivatives designated as cash flow hedges	$ 127,688		$ 138,277
Oil and Natural Gas Derivative Instruments
Derivative Instruments, Gain (Loss) [Line Items]
Commodity derivative settlements on derivatives designated as cash flow hedges	156	[1]	2,067	[1]
Total commodity derivative loss	$ (25,155)	[2]	$ (29,851)	[2]

[1] Included in oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

[2] Included in commodity derivative loss in the Unaudited Consolidated Statements of Operations.

XML

Commitments and Contingencies - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2014 Agreement	Mar. 31, 2013
Contingencies And Commitments [Line Items]
Transportation Demand Charges	$ 7,700,000	$ 8,800,000
Firm processing charges	0	700,000
Number of take-or-pay purchase agreements for supply of carbon dioxide	1
Total financial commitment on take-or-pay purchase agreements for supply of carbon dioxide	1,700,000
Office lease expense	$ 400,000	$ 500,000
Minimum
Contingencies And Commitments [Line Items]
Contract term, years	2 years
Maximum
Contingencies And Commitments [Line Items]
Contract term, years	7 years

XML

Derivative Instruments - Cash Flow Hedge Gain and Losses (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Commodity Derivatives		Mar. 31, 2013 Commodity Derivatives
Derivative Instruments, Gain (Loss) [Line Items]
Derivatives Qualifying as Cash Flow Hedges			Commodity Hedges
Amount of Gain (Loss) Reclassified from AOCI into Income (net of tax)			$ 97	[1],[2]	$ 1,292	[1],[2]
Effect of derivative financial instruments, taxes	$ 59	$ 2,802	$ 100		$ 800

[1] Presented net of income tax expense of $0.1 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively.

[2] Gains reclassified from accumulated other comprehensive income ("AOCI") into income are included in the oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

XML

Summary of Significant Accounting Policies - Net Capitalized Costs and Associated Accumulated Depreciation, Depletion & Amortization and Non Cash Impairments (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Proved properties	$ 486,080	$ 485,427
Wells and related equipment and facilities	2,293,630	2,192,754
Support equipment and facilities	177,824	177,224
Materials and supplies	10,051	8,518
Total proved oil and gas properties	2,967,585	2,863,923
Unproved properties	240,455	239,925
Wells and facilities in progress	83,539	56,674
Total unproved oil and gas properties, excluded from amortization	323,994	296,599
Accumulated depreciation, depletion, amortization and impairment	(1,027,108)	(976,339)
Total oil and gas properties, net	$ 2,264,471	$ 2,184,183

XML

Commitments and Contingencies - Future Minimum Annual Payments under Drilling, Lease and Other Agreements (Detail) (Office & Equipment Leases, USD $)	Mar. 31, 2014		Dec. 31, 2013 Powder River Basin [Member] Property Subject to Operating Lease [Member]
Operating Leased Assets [Line Items]
2014	$ 3,510,000
2015	9,943,000	[1]	8,500,000
2016	2,702,000
2017	2,535,000
2018	2,528,000
Thereafter	633,000
Total	21,851,000
Operating Leases, Carry Agreement, Amount Satisfied			$ 1,600,000

[1] Includes a drilling carry in the amount of $8.5 million from a purchase, sale and exploration agreement related to acreage in the Powder River Basin. As of March 31, 2014, the Company has satisfied $1.6 million of this carry. The Company will owe the remaining carry balance if not satisfied by October 1, 2015.

XML

Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Asset Retirement Obligations

A reconciliation of the Company’s asset retirement obligations for the three months ended March 31, 2014 is as follows (in thousands):

As of December 31, 2013	$	43,005
Liabilities incurred	842
Liabilities settled	(352		)
Disposition of properties	—
Accretion expense	812
Revisions to estimate	—
As of March 31, 2014	$	44,307
Less: Current asset retirement obligations	5,296
Long-term asset retirement obligations	$	39,011

XML

Income Taxes Income Taxes (Details)	3 Months Ended
	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Effective tax rate	44.60%

XML

Asset Retirement Obligations - Schedule of Asset Retirement Obligations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
As of December 31, 2013	$ 43,005
Liabilities incurred	842
Liabilities settled	(352)
Disposition of properties	0
Accretion expense	812
Revisions to estimate	0
As of March 31, 2014	44,307
Less: Current asset retirement obligations	5,296
Long-term asset retirement obligations	$ 39,011

XML

Supplemental Disclosures of Cash Flow Information - Supplemental Cash Flow Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Supplemental Cash Flow Information [Abstract]
Cash paid for interest, net of amount capitalized	$ 2,164	$ 14,506
Cash paid for income taxes	0	1,861
Supplemental disclosures of non-cash investing and financing activities:
Current liabilities	80,356	51,942
Net increase in asset retirement obligations	842	1,321
Retirement of treasury stock	$ (1,946)	$ (1,263)

XML

Equity Incentive Compensation Plans and Other Employee Benefits - Additional Information (Detail) (USD $)	3 Months Ended		1 Months Ended	3 Months Ended	1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Feb. 28, 2014 2014 Performance Program	Mar. 31, 2014 2014 Performance Program	Feb. 28, 2014 2014 Performance Program Maximum	Mar. 31, 2012 2014 Performance Program Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost	$ 27,200,000
Weighted-average period (years)	2 years 10 months 24 days
Weighted Percentage Of Stockholders Return Related To Performance Goals			60.00%
Performance Goals Percentage for Change In Discretionary Cash Flow Per Debt Adjusted Share Relative To Defined Peer Groups Percentage			40.00%
Performance Goals Percentage Weight For Change in Proved Natural Gas And Oil Reserves Per Debt Adjusted Share			25.00%
Percentage of total grant that will vest for metrics met at target level					100.00%
Percentage of total grant that will vest for metrics met at stretch level					200.00%	200.00%
Performance shares set as side at the end of plan	248,575
Non-cash stock based compensation	$ 3,367,000	$ 5,458,000		$ 100,000

XML

Guarantor Subsidiaries - Schedule of Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	$ (12,749)	$ (33,151)	$ (192,733)
Effect of derivative financial instruments	(97)	(1,292)	(4,663)
Other comprehensive income (loss)	(97)	(1,292)
Comprehensive Loss	(12,846)	(34,443)
Parent Issuer
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(12,749)	(33,151)
Effect of derivative financial instruments	(97)	(1,292)
Other comprehensive income (loss)	(97)	(1,292)
Comprehensive Loss	(12,846)	(34,443)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	2,123	4,290
Effect of derivative financial instruments	0	0
Other comprehensive income (loss)	0	0
Comprehensive Loss	2,123	4,290
Intercompany Eliminations
Condensed Financial Statements, Captions [Line Items]
Net income (loss)	(2,123)	(4,290)
Effect of derivative financial instruments	0	0
Other comprehensive income (loss)	0	0
Comprehensive Loss	$ (2,123)	$ (4,290)

XML

Derivative Instruments - Financial Instruments for Hedging Volume (Detail)	Mar. 31, 2014 MMBTU bbl
April – December 2014
Derivative Instruments, Gain (Loss) [Line Items]
Oil (Bbls)	2,769,400
Natural Gas (MMbtu)	18,485,000
Natural Gas Liquids (Bbls)	241,071
For the year 2015
Derivative Instruments, Gain (Loss) [Line Items]
Oil (Bbls)	2,524,000
Natural Gas (MMbtu)	7,300,000
Natural Gas Liquids (Bbls)	0
For the year 2016
Derivative Instruments, Gain (Loss) [Line Items]
Oil (Bbls)	91,000
Natural Gas (MMbtu)	0
Natural Gas Liquids (Bbls)	0

XML

Organization

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Bill Barrett Corporation, a Delaware corporation, together with its wholly-owned subsidiaries (collectively, the “Company”) is an independent oil and gas company engaged in the exploration, development and production of crude oil, natural gas and natural gas liquids (“NGLs”). Since its inception in January 2002, the Company has conducted its activities principally in the Rocky Mountain region of the United States.

XML

Guarantor Subsidiaries - Schedule of Condensed Consolidating Statements of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Cash flows from operating activities	$ 75,194	$ 66,926
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(128,938)	(115,324)
Additions to furniture, fixtures and other	(274)	(445)
Proceeds from sale of properties and other investing activities	(388)	6,424
Cash flows from financing activities:
Proceeds from debt	65,000	25,000
Principal payments on debt	(1,137)	(2,241)
Intercompany transfers	0	0
Other financing activities	(1,820)	(1,263)
Increase (Decrease) in Cash and Cash Equivalents	7,637	(20,923)
Beginning Cash and Cash Equivalents	54,595	79,445
Ending Cash and Cash Equivalents	62,232	58,522
Parent Issuer
Condensed Financial Statements, Captions [Line Items]
Cash flows from operating activities	68,304	61,740
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(125,284)	(104,268)
Additions to furniture, fixtures and other	(274)	(445)
Proceeds from sale of properties and other investing activities	(388)	6,424
Cash flows from financing activities:
Proceeds from debt	65,000	25,000
Principal payments on debt	(1,137)	(2,241)
Intercompany transfers	3,236	(5,870)
Other financing activities	(1,820)	(1,263)
Increase (Decrease) in Cash and Cash Equivalents	7,637	(20,923)
Beginning Cash and Cash Equivalents	54,545	79,395
Ending Cash and Cash Equivalents	62,182	58,472
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Cash flows from operating activities	6,890	5,186
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(3,654)	(11,056)
Additions to furniture, fixtures and other	0	0
Proceeds from sale of properties and other investing activities	0	0
Cash flows from financing activities:
Proceeds from debt	0	0
Principal payments on debt	0	0
Intercompany transfers	(3,236)	5,870
Other financing activities	0	0
Increase (Decrease) in Cash and Cash Equivalents	0	0
Beginning Cash and Cash Equivalents	50	50
Ending Cash and Cash Equivalents	50	50
Intercompany Eliminations
Condensed Financial Statements, Captions [Line Items]
Cash flows from operating activities	0	0
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	0	0
Additions to furniture, fixtures and other	0	0
Proceeds from sale of properties and other investing activities	0	0
Cash flows from financing activities:
Proceeds from debt	0	0
Principal payments on debt	0	0
Intercompany transfers	0	0
Other financing activities	0	0
Increase (Decrease) in Cash and Cash Equivalents	0	0
Beginning Cash and Cash Equivalents	0	0
Ending Cash and Cash Equivalents	$ 0	$ 0

XML

Fair Value Measurements - Fair Value, Balance Sheet Grouping (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Assets
Deferred Compensation Plan	$ 651	$ 941
Cash Equivalents - Money Market Funds	62,232	54,595	58,522	79,445
Cash Equivalents - Money Market Funds
Assets
Cash Equivalents - Money Market Funds	53	53
Commodity Derivatives
Assets
Commodity Derivatives	8,556	11,483
Liabilities
Commodity Derivatives	27,954	14,771
Level 1
Assets
Deferred Compensation Plan	651	941
Level 1 | Cash Equivalents - Money Market Funds
Assets
Cash Equivalents - Money Market Funds	53	53
Level 1 | Commodity Derivatives
Assets
Commodity Derivatives	0	0
Liabilities
Commodity Derivatives	0	0
Level 2
Assets
Deferred Compensation Plan	0	0
Level 2 | Cash Equivalents - Money Market Funds
Assets
Cash Equivalents - Money Market Funds	0	0
Level 2 | Commodity Derivatives
Assets
Commodity Derivatives	8,556	11,483
Liabilities
Commodity Derivatives	27,954	14,771
Level 3
Assets
Deferred Compensation Plan	0	0
Level 3 | Cash Equivalents - Money Market Funds
Assets
Cash Equivalents - Money Market Funds	0	0
Level 3 | Commodity Derivatives
Assets
Commodity Derivatives	0	0
Liabilities
Commodity Derivatives	$ 0	$ 0

XML

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Aggregate Undiscounted Minimum Future Lease Payments

The Company has a Lease Financing Obligation with Bank of America Leasing & Capital, LLC as the lead bank as discussed in Note 5. The aggregate undiscounted minimum future lease payments, including both principal and interest components, are presented below:

	As of March 31, 2014
	(in thousands)
2014	$	4,485
2015	5,979
2016	5,979
2017	5,979
2018	5,979
Thereafter	18,781
Total	$	47,182

Gross Future Minimum Transportation Demand and Firm Processing Charges

The amounts in the table below represent the Company’s gross future minimum transportation demand and firm processing charges. However, the Company will record in its financial statements only the Company’s proportionate share based on the Company’s working interest and net revenue interest, which will vary from property to property. From time to time, we may sell certain portions of firm capacity on various pipelines, as business or operations conditions warrant, to mitigate our exposure on unused transportation capacity.

	As of March 31, 2014
	(in thousands)
2014	$	27,320
2015	36,717
2016	35,466
2017	33,085
2018	33,521
Thereafter	63,813
Total	$	229,922

Future Minimum Annual Payments Under Drilling, Lease and Other Agreements

Future minimum annual payments under lease and other agreements are as follows:

	As of March 31, 2014
	(in thousands)
2014	$	3,510
2015 (1)	9,943
2016	2,702
2017	2,535
2018	2,528
Thereafter	633
Total	$	21,851

(1) Includes a drilling carry in the amount of $8.5 million from a purchase, sale and exploration agreement related to acreage in the Powder River Basin. As of March 31, 2014, the Company has satisfied $1.6 million of this carry. The Company will owe the remaining carry balance if not satisfied by October 1, 2015.

XML

Equity Incentive Compensation Plans and Other Employee Benefits (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Non-Cash Stock-Based Compensation Cost Related to Equity Awards

The following table presents the non-cash stock-based compensation related to equity awards for the periods indicated:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Common stock options	$	629	$	2,490
Nonvested equity common stock	1,671		2,400
Nonvested equity common stock units	249		400
Nonvested performance-based equity	818		168
Total	$	3,367	$	5,458

Stock Options and Nonvested Equity Shares, Equity Awards Granted

The following table presents the equity awards granted pursuant to the Company’s various stock compensation plans:

	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested equity common stock	466,314	$	22.47	540,380	$	17.26
Nonvested equity common stock units	732	$	25.60	8,395	$	20.27
Nonvested performance-based equity shares	248,575	$	19.61	274,979	$	16.57
Total shares granted	715,621			823,754

XML

Commitments and Contingencies - Gross Future Minimum Transportation Demand and Firm Processing Charges (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
2014	$ 27,320
2015	36,717
2016	35,466
2017	33,085
2018	33,521
Thereafter	63,813
Total	$ 229,922

XML

Fair Value Measurements - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013
Fair Value Measurements [Line Items]
Debt, fair value	$ 855.0	$ 847.2
7.625% Senior Notes
Fair Value Measurements [Line Items]
Debt, stated interest rate	7.625%	7.625%	7.625%
Debt, fair value	433.0	430.2
7.0% Senior Notes
Fair Value Measurements [Line Items]
Debt, stated interest rate	7.00%	7.00%	7.00%
Debt, fair value	422.0	417.0
Amended Credit Facility
Fair Value Measurements [Line Items]
Debt, fair value	180.0	115.0
Convertible Notes
Fair Value Measurements [Line Items]
Debt, stated interest rate	5.00%		5.00%
Debt, fair value	25.5	25.1
Lease Financing Obligation
Fair Value Measurements [Line Items]
Debt, fair value	$ 40.3	$ 41.7

XML

Guarantor Subsidiaries (Tables)

3 Months Ended

Mar. 31, 2014

Text Block [Abstract]

Schedule of Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

	As of March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Assets:
Current assets	$	158,005		$	362		$	—	$	158,367
Property and equipment, net	2,167,454			114,653			—		2,282,107
Intercompany receivable (payable)	152,350			(152,350		)	—		—
Investment in subsidiaries	(42,853		)	—			42,853		—
Noncurrent assets	19,501			—			—		19,501
Total assets	$	2,454,457		$	(37,335	)	$	42,853	$	2,459,975
Liabilities and Stockholders’ Equity:
Current liabilities	$	227,532		$	1,232		$	—	$	228,764
Long-term debt	1,042,889			—			—		1,042,889
Deferred income taxes	148,894			2,187			—		151,081
Other noncurrent liabilities	40,217			2,099			—		42,316
Stockholders’ equity	994,925			(42,853		)	42,853		994,925
Total liabilities and stockholders’ equity	$	2,454,457		$	(37,335	)	$	42,853	$	2,459,975

	As of December 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Assets:
Current assets	$	154,794		$	2,453		$	—	$	157,247
Property and equipment, net	2,088,591			113,905			—		2,202,496
Intercompany receivable (payable)	155,909			(155,909		)	—		—
Investment in subsidiaries	(44,976		)	—			44,976		—
Noncurrent assets	21,770			—			—		21,770
Total assets	$	2,376,088		$	(39,551	)	$	44,976	$	2,381,513
Liabilities and Stockholders’ Equity:
Current liabilities	$	192,093		$	626		$	—	$	192,719
Long-term debt	979,082			—			—		979,082
Deferred income taxes	159,139			2,187			—		161,326
Other noncurrent liabilities	40,056			2,612			—		42,668
Stockholders’ equity	1,005,718			(44,976		)	44,976		1,005,718
Total liabilities and stockholders’ equity	$	2,376,088		$	(39,551	)	$	44,976	$	2,381,513

Schedule of Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations			Consolidated
	(in thousands)
Operating and other revenues	$	121,283		$	6,405		$	—		$	127,688
Operating expenses	(88,782		)	(4,282		)	—			(93,064		)
General and administrative	(15,407		)	—			—			(15,407		)
Interest income and other income (expense)	(42,211		)	—			—			(42,211		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(25,117		)	2,123			—			(22,994		)
Benefit from income taxes	10,245			—			—			10,245
Equity in earnings (loss) of subsidiaries	2,123			—			(2,123		)	—
Net income (loss)	$	(12,749	)	$	2,123		$	(2,123	)	$	(12,749	)

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations			Consolidated
	(in thousands)
Operating and other revenues	$	130,140		$	8,137		$	—		$	138,277
Operating expenses	(112,072		)	(3,847		)	—			(115,919		)
General and administrative	(20,582		)	—			—			(20,582		)
Interest and other income (expense)	(54,354		)	—			—			(54,354		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(56,868		)	4,290			—			(52,578		)
Benefit from income taxes	19,427			—			—			19,427
Equity in earnings (loss) of subsidiaries	4,290			—			(4,290		)	—
Net income (loss)	$	(33,151	)	$	4,290		$	(4,290	)	$	(33,151	)

Schedule of Condensed Consolidating Statements of Comprehensive Income

Condensed Consolidating Statements of Comprehensive Income (Loss)

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries		Intercompany Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(12,749	)	$	2,123	$	(2,123	)	$	(12,749	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(97		)	—		—			(97		)
Other comprehensive loss	(97		)	—		—			(97		)
Comprehensive income (loss)	$	(12,846	)	$	2,123	$	(2,123	)	$	(12,846	)

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries		Intercompany Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(33,151	)	$	4,290	$	(4,290	)	$	(33,151	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(1,292		)	—		—			(1,292		)
Other comprehensive loss	(1,292		)	—		—			(1,292		)
Comprehensive income (loss)	$	(34,443	)	$	4,290	$	(4,290	)	$	(34,443	)

Schedule of Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities	$	68,304		$	6,890		$	—	$	75,194
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(125,284		)	(3,654		)	—		(128,938		)
Additions to furniture, fixtures and other	(274		)	—			—		(274		)
Proceeds from sale of properties and other investing activities	(388		)	—			—		(388		)
Cash flows from financing activities:
Proceeds from debt	65,000			—			—		65,000
Principal and redemption premium payments on debt	(1,137		)	—			—		(1,137		)
Intercompany transfers	3,236			(3,236		)	—		—
Other financing activities	(1,820		)	—			—		(1,820		)
Change in cash and cash equivalents	7,637			—			—		7,637
Beginning cash and cash equivalents	54,545			50			—		54,595
Ending cash and cash equivalents	$	62,182		$	50		$	—	$	62,232

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities	$	61,740		$	5,186		$	—	$	66,926
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(104,268		)	(11,056		)	—		(115,324		)
Additions to furniture, fixtures and other	(445		)	—			—		(445		)
Proceeds from sale of properties and other investing activities	6,424			—			—		6,424
Cash flows from financing activities:
Proceeds from debt	25,000			—			—		25,000
Principal and redemption premium payments on debt	(2,241		)	—			—		(2,241		)
Intercompany transfers	(5,870		)	5,870			—		—
Other financing activities	(1,263		)	—			—		(1,263		)
Change in cash and cash equivalents	(20,923		)	—			—		(20,923		)
Beginning cash and cash equivalents	79,395			50			—		79,445
Ending cash and cash equivalents	$	58,472		$	50		$	—	$	58,522

XML

Summary of Significant Accounting Policies - Additional Information (Detail) (5% Convertible Senior Notes Due 2028)	Mar. 31, 2014
5% Convertible Senior Notes Due 2028
Summary Of Significant Accounting Policies [Line Items]
Debt, stated interest rate	5.00%
Debt maturity date	2028

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Statement of Stockholders' Equity [Abstract]
Effect of derivative financial instruments, taxes	$ 59	$ 2,802

XML

Summary of Significant Accounting Policies - Summary of Accounts Receivable (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ (21)	$ (21)
Accounts receivable	92,049	97,586
Accrued Oil, Gas, and NGL Sales
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable gross	60,015	67,583
Due from Joint Interest Owners
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable gross	28,601	23,507
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable gross	$ 3,454	$ 6,517

XML

Long-Term Debt Long-Term Debt - Additional Information (Detail) (USD $)	3 Months Ended			3 Months Ended				1 Months Ended			3 Months Ended					0 Months Ended	3 Months Ended					3 Months Ended						1 Months Ended	3 Months Ended							3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 Amended Credit Facility		Dec. 31, 2013 Amended Credit Facility		Mar. 20, 2012 5% Convertible Senior Notes	Mar. 31, 2014 5% Convertible Senior Notes	Mar. 12, 2008 5% Convertible Senior Notes	Mar. 31, 2014 Convertible Notes		Dec. 31, 2013 Convertible Notes		Mar. 31, 2013 Convertible Notes	Sep. 27, 2011 7.625% Senior Notes	Mar. 31, 2014 7.625% Senior Notes		Dec. 31, 2013 7.625% Senior Notes		Mar. 31, 2013 7.625% Senior Notes	Mar. 31, 2014 7.0% Senior Notes		Dec. 31, 2013 7.0% Senior Notes		Mar. 31, 2013 7.0% Senior Notes	Mar. 12, 2012 7.0% Senior Notes	Jul. 23, 2012 Lease Financing Obligation	Mar. 31, 2014 Lease Financing Obligation		Dec. 31, 2013 Lease Financing Obligation		Mar. 31, 2014 9.875% Senior Notes	Dec. 31, 2013 9.875% Senior Notes	Mar. 31, 2013 9.875% Senior Notes	Mar. 31, 2014 Minimum	Mar. 31, 2014 Maximum
Debt Instrument [Line Items]
Debt instrument, maturity date				Oct. 31, 2016	[1]						Mar. 15, 2028	[2],[3]					Oct. 01, 2019	[4]				Oct. 15, 2022	[5]						Aug. 10, 2020	[5]
Line of credit facility, maximum borrowing capacity	$ 625,000,000
Revolving credit facility, interest rate above London Interbank Offered Rate																																				1.50%	2.50%
Revolving credit facility interest rate percent above LIBOR alternate interest rate																																				0.50%	1.50%
Commitment fee percentage																																				0.375%	0.50%
Average annual interest rates incurred on Amended Credit Facility	1.60%	1.70%
Line of credit facility, maximum amount outstanding during period				180,000,000
Letters of credit issued amount				26,000,000.0
Line of credit facility, reduced borrowing capacity	419,000,000
Principal amount	1,042,889,000		979,082,000	180,000,000	[1]	115,000,000	[1]			172,500,000.0	25,344,000	[3]	25,344,000	[3]	25,300,000	400,000,000.0	400,000,000	[4]	400,000,000	[4]		400,000,000	[5]	400,000,000	[5]		400,000,000.0		42,192,000	[5]	43,329,000	[5]
Face Amount of Outstanding Convertible Notes Repaid								147,200,000
Percentage of notes put to company								85.00%
Debt, stated interest rate									5.00%		5.00%				5.00%		7.625%		7.625%		7.625%	7.00%		7.00%		7.00%							9.875%	9.875%	9.875%
Sale and subsequent lease back																												100,800,000	42,200,000
Par value of senior notes																103.813%						103.50%
Debt instrument conversion price rate of redemption											100.00%
Minimum days notice to call Convertible Notes											30 days
Purchase of equipment																													$ 36,600,000
Weighted average implicit rate based on interest expense																													3.30%
Percent of Financing Obligation held-for-sale	51.00%

[1] The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure.

[2] The aggregate estimated fair value of the 7.625% Senior Notes was approximately $433.0 million and $430.2 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

[3] The Company has the right at any time, with at least 30 days’ notice, to call the Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

[4] The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

[5] The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million as of March 31, 2014, and $41.7 million as of December 31, 2013. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

XML

Equity Incentive Compensation Plans and Other Employee Benefits - Stock Options and Nonvested Equity Shares, Equity Awards Granted (Detail) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Nonvested equity shares, Number of Shares	466,314	540,380
Nonvested equity common stock units, Number of Shares	732	8,395
Nonvested performance-based equity shares, Number of Shares	248,575	274,979
Total shares granted	715,621	823,754
Nonvested equity shares	$ 22.47	$ 17.26
Nonvested equity common stock units, Weighted Average Grant Date Fair Value	$ 25.60	$ 20.27
Nonvested performance-based equity shares, Weighted Average Grant Date Fair Value	$ 19.61	$ 16.57

XML

CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 62,232	$ 54,595
Accounts receivable, net of allowance for doubtful accounts	92,049	97,586
Derivative assets	0	173
Prepayments and other current assets	4,086	4,893
Total current assets	158,367	157,247
Property and equipment - at cost, successful efforts method for oil and gas properties:
Proved oil and gas properties	2,967,585	2,863,923
Unproved oil and gas properties, excluded from amortization	323,994	296,599
Furniture, equipment and other	42,083	41,726
Property, plant and equipment, gross	3,333,662	3,202,248
Accumulated depreciation, depletion, amortization and impairment	(1,051,555)	(999,752)
Total property and equipment, net	2,282,107	2,202,496
Deferred financing costs and other noncurrent assets	19,501	21,770
Total	2,459,975	2,381,513
Current liabilities:
Accounts payable and accrued liabilities	129,128	115,928
Amounts payable to oil and gas property owners	36,493	26,778
Production taxes payable	37,967	39,235
Derivative liabilities	20,388	5,988
Deferred income taxes	141	199
Current portion of long-term debt	4,647	4,591
Total current liabilities	228,764	192,719
Long-term debt	1,042,889	979,082
Asset retirement obligations	39,011	39,200
Deferred income taxes	151,081	161,326
Derivatives and other noncurrent liabilities	3,305	3,468
Stockholders’ equity:
Common stock, $0.001 par value; authorized 150,000,000 shares; 49,713,361 and 49,152,448 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively, with 1,735,984 and 1,340,060 shares subject to restrictions, respectively	48	48
Additional paid-in capital	906,314	904,261
Retained earnings	87,991	100,740
Treasury stock, at cost: zero shares at March 31, 2014 and December 31, 2013, respectively	0	0
Accumulated other comprehensive income	572	669
Total stockholders’ equity	994,925	1,005,718
Total liabilities and stockholders' equity	$ 2,459,975	$ 2,381,513

XML

Derivative Instruments - Fair Value Amounts of Derivative Instruments (Detail) (USD $)	Mar. 31, 2014		Dec. 31, 2013
Derivatives, Fair Value [Line Items]
Gross Amounts of Recognized Assets	$ 8,556,000		$ 11,483,000
Gross Amounts Offset in the Balance Sheet	(7,331,000)		(8,771,000)
Net Amounts of Assets Presented in the Balance Sheet	1,225,000		2,712,000
Gross Amounts of Recognized Liabilities	(27,954,000)		(14,771,000)
Gross Amounts Offset in the Balance Sheet	7,331,000		8,771,000
Net Amounts of Liabilities Presented in the Balance Sheet	(20,623,000)		(6,000,000)
Balance included in other noncurrent liabilities excluding deferred financing costs and other noncurrent assets	18,300,000		19,200,000
Derivative assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Recognized Assets	6,107,000		8,259,000
Gross Amounts Offset in the Balance Sheet	(6,107,000)	[1]	(8,086,000)	[1]
Net Amounts of Assets Presented in the Balance Sheet	0		173,000
Deferred financing costs and other noncurrent assets
Derivatives, Fair Value [Line Items]
Gross Amounts of Recognized Assets	2,449,000		3,224,000
Gross Amounts Offset in the Balance Sheet	(1,224,000)	[1]	(685,000)	[1]
Net Amounts of Assets Presented in the Balance Sheet	1,225,000	[2]	2,539,000	[2]
Derivative liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Recognized Liabilities	(26,495,000)		(14,074,000)
Gross Amounts Offset in the Balance Sheet	6,107,000	[3]	8,086,000	[3]
Net Amounts of Liabilities Presented in the Balance Sheet	(20,388,000)		(5,988,000)
Derivative Financial Instruments, Liabilities
Derivatives, Fair Value [Line Items]
Balance included in other noncurrent liabilities excluding hedge instruments	3,100,000		3,500,000
Derivatives and other noncurrent liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Recognized Liabilities	(1,459,000)		(697,000)
Gross Amounts Offset in the Balance Sheet	1,224,000	[3]	685,000	[3]
Net Amounts of Liabilities Presented in the Balance Sheet	$ (235,000)		$ (12,000)	[4]

[1] Amounts are netted against derivative asset balances with the same counterparty, and therefore are presented as a net asset on the Unaudited Consolidated Balance Sheets.

[2] As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $18.3 million and $19.2 million of deferred financing costs and other noncurrent assets, respectively.

[3] Amounts are netted against derivative liability balances with the same counterparty, and therefore are presented as a net liability on the Unaudited Consolidated Balance Sheets.

[4] As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $3.1 million and $3.5 million of other noncurrent liabilities, respectively.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating Activities:
Net Loss	$ (12,749)	$ (33,151)
Adjustments to reconcile to net cash provided by operations:
Depreciation, depletion and amortization	55,508	68,438
Deferred income tax benefit	(10,245)	(19,427)
Impairment, dry hole costs and abandonment expense	1,761	7,101
Total commodity derivative loss	25,155	29,851
Stock compensation and other non-cash charges	(9,200)	6,453
Stock compensation and other non-cash charges	3,692	6,070
Amortization of debt discounts and deferred financing costs	1,067	1,732
Gain on sale of properties	0	(3,519)
Change in operating assets and liabilities:
Accounts receivable	5,530	19,235
Prepayments and other assets	408	818
Accounts payable, accrued and other liabilities	6,134	(14,089)
Amounts payable to oil and gas property owners	9,401	2,406
Production taxes payable	(1,268)	(4,992)
Net cash provided by operating activities	75,194	66,926
Investing Activities:
Additions to oil and gas properties, including acquisitions	(128,938)	(115,324)
Additions of furniture, equipment and other	(274)	(445)
Proceeds from sale of properties and other investing activities	(388)	6,424
Net cash used in investing activities	(129,600)	(109,345)
Financing Activities:
Proceeds from debt	65,000	25,000
Principal payments on debt	(1,137)	(2,241)
Proceeds from stock option exercises	126	0
Deferred financing costs and other	(1,946)	(1,263)
Net cash provided by financing activities	62,043	21,496
Increase (Decrease) in Cash and Cash Equivalents	7,637	(20,923)
Beginning Cash and Cash Equivalents	54,595	79,445
Ending Cash and Cash Equivalents	$ 62,232	$ 58,522

XML

Guarantor Subsidiaries - Schedule of Condensed Consolidating Balance Sheets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Assets:
Current assets	$ 158,367	$ 157,247
Property and equipment, net	2,282,107	2,202,496
Intercompany receivable (payable)	0	0
Investment in subsidiaries	0	0
Noncurrent assets	19,501	21,770
Total	2,459,975	2,381,513
Liabilities and Stockholders’ Equity:
Current liabilities	228,764	192,719
Long-term debt	1,042,889	979,082
Deferred income taxes	151,081	161,326
Other noncurrent liabilities	42,316	42,668
Stockholders' equity	994,925	1,005,718	1,182,775
Total liabilities and stockholders' equity	2,459,975	2,381,513
Parent Issuer
Assets:
Current assets	158,005	154,794
Property and equipment, net	2,167,454	2,088,591
Intercompany receivable (payable)	152,350	155,909
Investment in subsidiaries	(42,853)	(44,976)
Noncurrent assets	19,501	21,770
Total	2,454,457	2,376,088
Liabilities and Stockholders’ Equity:
Current liabilities	227,532	192,093
Long-term debt	1,042,889	979,082
Deferred income taxes	148,894	159,139
Other noncurrent liabilities	40,217	40,056
Stockholders' equity	994,925	1,005,718
Total liabilities and stockholders' equity	2,454,457	2,376,088
Guarantor Subsidiaries
Assets:
Current assets	362	2,453
Property and equipment, net	114,653	113,905
Intercompany receivable (payable)	(152,350)	(155,909)
Investment in subsidiaries	0	0
Noncurrent assets	0	0
Total	(37,335)	(39,551)
Liabilities and Stockholders’ Equity:
Current liabilities	1,232	626
Long-term debt	0	0
Deferred income taxes	2,187	2,187
Other noncurrent liabilities	2,099	2,612
Stockholders' equity	(42,853)	(44,976)
Total liabilities and stockholders' equity	(37,335)	(39,551)
Intercompany Eliminations
Assets:
Current assets	0	0
Property and equipment, net	0	0
Intercompany receivable (payable)	0	0
Investment in subsidiaries	42,853	44,976
Noncurrent assets	0	0
Total	42,853	44,976
Liabilities and Stockholders’ Equity:
Current liabilities	0	0
Long-term debt	0	0
Deferred income taxes	0	0
Other noncurrent liabilities	0	0
Stockholders' equity	42,853	44,976
Total liabilities and stockholders' equity	$ 42,853	$ 44,976

XML

Summary of Significant Accounting Policies - Accounts Payable and Accrued Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounting Policies [Abstract]
Accrued drilling, completion and facility costs	$ 73,646	$ 54,750
Accrued lease operating, gathering, transportation and processing expenses	13,839	17,317
Accrued general and administrative expenses	6,249	14,605
Trade payables and other	35,394	29,256
Total accounts payable and accrued liabilities	$ 129,128	$ 115,928

XML

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Summary of Accounts Receivable

Accounts receivable is comprised of the following:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Accrued oil, gas and NGL sales	$	60,015		$	67,583
Due from joint interest owners	28,601			23,507
Other	3,454			6,517
Allowance for doubtful accounts	(21		)	(21		)
Total accounts receivable	$	92,049		$	97,586

Net Capitalized Costs and Associated Accumulated DD&A and Non Cash Impairments

The following table sets forth the net capitalized costs and associated accumulated DD&A and non-cash impairments relating to the Company’s oil, natural gas and NGL producing activities:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Proved properties	$	486,080		$	485,427
Wells and related equipment and facilities	2,293,630			2,192,754
Support equipment and facilities	177,824			177,224
Materials and supplies	10,051			8,518
Total proved oil and gas properties	$	2,967,585		$	2,863,923
Unproved properties	240,455			239,925
Wells and facilities in progress	83,539			56,674
Total unproved oil and gas properties, excluded from amortization	$	323,994		$	296,599
Accumulated depreciation, depletion, amortization and impairment	(1,027,108		)	(976,339		)
Total oil and gas properties, net	$	2,264,471		$	2,184,183

Non-Cash Impairment Charges, Included within Impairment, Dry Hole Costs and Abandonment Expense in Consolidated Statements of Operations

The Company recognized non-cash impairment charges, which were included within impairment, dry hole costs and abandonment expense in the Unaudited Consolidated Statements of Operations, as follows:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Non-cash impairment of proved oil and gas properties (1)	$	1,038	$	—
Non-cash impairment of unproved oil and gas properties	—		—
Dry hole costs	106		851
Abandonment expense	617		6,250
Total non-cash impairment, dry hole costs and abandonment expense	$	1,761	$	7,101

(1) Non-cash impairment of proved oil and gas properties for the three months ended March 31, 2014 related to the Company's West Tavaputs properties based upon a true up of previously estimated fair value relative to carrying value. These assets were sold in December 2013. See Note 4.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are comprised of the following:

	As of March 31, 2014		As of December 31, 2013
	(in thousands)
Accrued drilling, completion and facility costs	$	73,646	$	54,750
Accrued lease operating, gathering, transportation and processing expenses	13,839		17,317
Accrued general and administrative expenses	6,249		14,605
Trade payables and other	35,394		29,256
Total accounts payable and accrued liabilities	$	129,128	$	115,928

Calculation of Basic and Diluted Earnings Per Share

The following table sets forth the calculation of basic and diluted loss per share:

	Three Months Ended March 31,
	2014			2013
	(in thousands, except per share amounts)
Net loss	$	(12,749	)	$	(33,151	)
Basic weighted-average common shares outstanding in period	47,890			47,353
Add dilutive effects of stock options and nonvested equity shares of common stock	—			—
Diluted weighted-average common shares outstanding in period	47,890			47,353
Basic net loss per common share	$	(0.27	)	$	(0.70	)
Diluted net loss per common share	$	(0.27	)	$	(0.70	)

XML

Summary of Significant Accounting Policies - Calculation of Basic and Diluted Earnings (Loss) Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Accounting Policies [Abstract]
Net Loss	$ (12,749)	$ (33,151)	$ (192,733)
Basic weighted-average common shares outstanding in period	47,890,224	47,352,900
Add dilutive effects of stock options and nonvested equity shares of common stock	0	0
Diluted weighted-average common shares outstanding in period	47,890,224	47,352,900
Net Loss Per Common Share, Basic (in dollars per share)	$ (0.27)	$ (0.70)
Net Loss Per Common Share, Diluted (in dollars per share)	$ (0.27)	$ (0.70)

XML

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Outstanding Debt

The Company’s outstanding debt is summarized below:

		As of March 31, 2014						As of December 31, 2013
	Maturity Date	Principal		Unamortized Discount		Carrying Amount		Principal		Unamortized Discount		Carrying Amount
		(in thousands)
Amended Credit Facility (1)	October 31, 2016	$	180,000	$	—	$	180,000	$	115,000	$	—	$	115,000
Convertible Notes (2)	March 15, 2028 (3)	25,344		—		25,344		25,344		—		25,344
7.625% Senior Notes (4)	October 1, 2019	400,000		—		400,000		400,000		—		400,000
7.0% Senior Notes (5)	October 15, 2022	400,000		—		400,000		400,000		—		400,000
Lease Financing Obligation (6)	August 10, 2020	42,192		—		42,192		43,329		—		43,329
Total Debt		$	1,047,536	$	—	$	1,047,536	$	983,673	$	—	$	983,673
Less: Current Portion of Long-Term Debt		4,647		—		4,647		4,591		—		4,591
Total Long-Term Debt		$	1,042,889	$	—	$	1,042,889	$	979,082	$	—	$	979,082

(1) The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure.

(2) The aggregate estimated fair value of the Convertible Notes was approximately $25.5 million and $25.1 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(3) The Company has the right at any time, with at least 30 days’ notice, to call the Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

(4) The aggregate estimated fair value of the 7.625% Senior Notes was approximately $433.0 million and $430.2 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(5) The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(6) The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million as of March 31, 2014, and $41.7 million as of December 31, 2013. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

Cash and Non-Cash Portion of Interest Expense Related to Long Term Debt

The following table summarizes, for the periods indicated, the cash or accrued portion of interest expense related to the Amended Credit Facility, the 9.875% Senior Notes that were redeemed in full on July 15, 2013, Convertible Notes, 7.625% Senior Notes, 7.0% Senior Notes and the Lease Financing Obligation along with the non-cash portion resulting from the amortization of the debt discount and transaction costs through interest expense:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Amended Credit Facility (1)
Cash interest	$	1,078	$	864
Non-cash interest	$	586	$	585
9.875% Senior Notes (2)
Cash interest	$	—	$	6,172
Non-cash interest	$	—	$	679
Convertible Notes (3)
Cash interest	$	310	$	313
Non-cash interest	$	1	$	2
7.625% Senior Notes (4)
Cash interest	$	7,625	$	7,625
Non-cash interest	$	272	$	263
7.0% Senior Notes (5)
Cash interest	$	7,000	$	7,000
Non-cash interest	$	203	$	195
Lease Financing Obligation (6)
Cash interest	$	262	$	787
Non-cash interest	$	4	$	8

(1) Cash interest includes amounts related to interest and commitment fees paid on the Amended Credit Facility and participation and fronting fees paid on the letter of credit.

(2) The stated interest rate for the 9.875% Senior Notes was 9.875% per annum with an effective interest rate of 11.2% per annum. The Company redeemed the 9.875% Senior Notes in full on July 15, 2013.

(3) The stated interest rate for the Convertible Notes is 5% per annum. The effective interest rate of the Convertible Notes includes amortization of the debt discount, which represented the fair value of the equity conversion feature at the time of issue. The stated interest rate of 5% on the Convertible Notes will be the effective interest rate of the $25.3 million remaining principal balance, as the related debt discount was fully amortized as of March 31, 2012.

(4) The stated interest rate for the 7.625% Senior Notes is 7.625% per annum with an effective interest rate of 8.0% per annum.

(5) The stated interest rate for the 7.0% Senior Notes is 7.0% per annum with an effective interest rate of 7.2% per annum.

(6) The effective interest rate for the Lease Financing Obligation is 3.3% per annum. The decrease in cash interest from $0.8 million as of March 31, 2013 to $0.3 million as of March 31, 2014 is due to the West Tavaputs Divestiture. The purchaser assumed approximately 51% of the Lease Financing Obligation, including the buyout option related to West Tavaputs, leaving the Company with a balance of $42.2 million as of March 31, 2014.

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income
Balance at Dec. 31, 2012	$ 1,182,775	$ 47	$ 883,923	$ 293,473	$ 0	$ 5,332
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options, restricted stock activity and shares exchanged for exercise and tax withholding	4,607	1	6,384	0	(1,778)	0
APIC pool for excess tax benefits related to share-based compensation	(1,259)	0	(1,259)	0	0	0
Stock-based compensation	16,991	0	16,991	0	0	0
Retirement of treasury stock	0	0	(1,778)	0	1,778	0
Net income (loss)	(192,733)	0	0	(192,733)	0	0
Effect of derivative financial instruments, net of taxes	(4,663)	0	0	0	0	(4,663)
Balance at Dec. 31, 2013	1,005,718	48	904,261	100,740	0	669
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options, restricted stock activity and shares exchanged for exercise and tax withholding	(1,820)	0	126	0	(1,946)	0
Stock-based compensation	3,873	0	3,873	0	0	0
Retirement of treasury stock	0	0	(1,946)	0	1,946	0
Net income (loss)	(12,749)	0	0	(12,749)	0	0
Effect of derivative financial instruments, net of taxes	(97)	0	0	0	0	(97)
Balance at Mar. 31, 2014	$ 994,925	$ 48	$ 906,314	$ 87,991	$ 0	$ 572

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	49,713,361	49,152,448
Common stock, shares outstanding	49,713,361	49,152,448
Common stock, shares subject to restrictions	1,735,984	1,340,060
Treasury stock, shares	0	0

XML

Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income tax benefit for the three months ended March 31, 2014 and 2013 differs from the amounts that would be provided by applying the U.S. federal income tax rate to income before income taxes principally due to the effect of state income taxes, stock-based compensation and other operating expenses not deductible for income tax purposes. The effective tax rate of 44.6% for the three months ended March 31, 2014 is primarily due to an increase in unfavorable permanent adjustments to taxable income relative to projected pre-tax income.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 18, 2014
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	BBG
Entity Registrant Name	BILL BARRETT CORPORATION
Entity Central Index Key	0001172139
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		49,697,526

XML

Equity Incentive Compensation Plans and Other Employee Benefits

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Compensation Plans and Other Employee Benefits

Equity Incentive Compensation Plans and Other Employee Benefits

The Company maintains various stock-based compensation plans and other employee benefits as discussed below. Stock-based compensation is measured at the grant date based on the value of the awards, and the fair value is recognized on a straight-line basis over the requisite service period (usually the vesting period).

The following table presents the non-cash stock-based compensation related to equity awards for the periods indicated:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Common stock options	$	629	$	2,490
Nonvested equity common stock	1,671		2,400
Nonvested equity common stock units	249		400
Nonvested performance-based equity	818		168
Total	$	3,367	$	5,458

Unrecognized compensation cost as of March 31, 2014 was $27.2 million related to grants of nonvested stock options and nonvested equity shares of common stock that are expected to be recognized over a weighted-average period of 2.9 years.

Nonvested Equity Shares. The following table presents the equity awards granted pursuant to the Company’s various stock compensation plans:

	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested equity common stock	466,314	$	22.47	540,380	$	17.26
Nonvested equity common stock units	732	$	25.60	8,395	$	20.27
Nonvested performance-based equity shares	248,575	$	19.61	274,979	$	16.57
Total shares granted	715,621			823,754

Performance Share Programs

2014 Program. In February 2014, the Compensation Committee approved a new performance share program (the “2014 Program”) pursuant to the 2012 Equity Incentive Plan. The performance-based awards contingently vest in May 2017, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2016, consist of the Company’s total shareholder return (“TSR”) ranking relative to a defined peer group’s individual TSRs (“Relative TSR”) (weighted at 60%) and the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group’s percentage calculation (“DCF per Debt Adjusted Share”) (weighted at 40%). The Relative TSR and DCF per Debt Adjusted Share goals will vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of shares will be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no shares will vest. In any event, the total number of shares of common stock that could vest will not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that have not vested will be forfeited. A total of 248,575 shares were granted under this program during the three months ended March 31, 2014. All compensation expense related to the TSR metric will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. All compensation expense related to the discretionary cash flow metric will be based upon the number of shares expected to vest at the end of the three year period. The Company recorded $0.1 million of non-cash stock-based compensation expense related to these awards for the three months ended March 31, 2014.

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Operating and Other Revenues:
Oil, gas and NGL production	$ 127,169	$ 134,405
Other	519	3,872
Total operating and other revenues	127,688	138,277
Operating Expenses:
Lease operating expense	16,164	18,746
Gathering, transportation and processing expense	11,704	15,588
Production tax expense	7,624	5,951
Exploration expense	303	95
Impairment, dry hole costs and abandonment expense	1,761	7,101
Depreciation, depletion and amortization	55,508	68,438
General and administrative expense	15,407	20,582
Total operating expenses	108,471	136,501
Operating Income	19,217	1,776
Other Income and Expense:
Interest and other income	375	39
Interest expense	(17,431)	(24,542)
Commodity derivative loss	(25,155)	(29,851)
Total other income and expense	(42,211)	(54,354)
Loss before Income Taxes	(22,994)	(52,578)
Benefit from Income Taxes	(10,245)	(19,427)
Net Loss	$ (12,749)	$ (33,151)
Net Loss Per Common Share, Basic (in dollars per share)	$ (0.27)	$ (0.70)
Net Loss Per Common Share, Diluted (in dollars per share)	$ (0.27)	$ (0.70)
Weighted Average Common Shares Outstanding, Basic	47,890,224	47,352,900
Weighted Average Common Shares Outstanding, Diluted	47,890,224	47,352,900

XML

Divestitures

3 Months Ended

Mar. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

Divestitures

On December 10, 2013, the Company completed the sale of its West Tavaputs natural gas assets in the Uinta Basin (the "West Tavaputs Divestiture"). The Company received $308.7 million in cash proceeds, after closing adjustments. The divestiture proceeds are subject to various purchase price adjustments incurred in the normal course of business and will be finalized during 2014. The Company recognized an impairment loss of $1.0 million during the three months ended March 31, 2014 related to these assets based upon a true up of previously estimated fair value relative to carrying value. The initial impairment loss of $209.5 million was recognized during the year ended December 31, 2013.

XML

Supplemental Disclosures of Cash Flow Information

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosures of Cash Flow Information

Supplemental Disclosures of Cash Flow Information

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Cash paid for interest, net of amount capitalized	$	2,164		$	14,506
Cash paid for income taxes	—			1,861
Supplemental disclosures of non-cash investing and financing activities:
Current liabilities	80,356			51,942
Net increase in asset retirement obligations	842			1,321
Retirement of treasury stock	(1,946		)	(1,263		)

XML

Supplemental Disclosures of Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Cash paid for interest, net of amount capitalized	$	2,164		$	14,506
Cash paid for income taxes	—			1,861
Supplemental disclosures of non-cash investing and financing activities:
Current liabilities	80,356			51,942
Net increase in asset retirement obligations	842			1,321
Retirement of treasury stock	(1,946		)	(1,263		)

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Lease Financing Obligation. The Company has a Lease Financing Obligation with Bank of America Leasing & Capital, LLC as the lead bank as discussed in Note 5. The aggregate undiscounted minimum future lease payments, including both principal and interest components, are presented below:

	As of March 31, 2014
	(in thousands)
2014	$	4,485
2015	5,979
2016	5,979
2017	5,979
2018	5,979
Thereafter	18,781
Total	$	47,182

Transportation Demand and Firm Processing Charges. The Company has entered into contracts that provide firm transportation capacity on pipeline systems and firm processing charges. The remaining terms on these contracts range from two to seven years and require the Company to pay transportation demand and processing charges regardless of the amount of pipeline capacity utilized by the Company. All transportation costs, including demand charges and processing charges, are included in gathering, transportation and processing expense in the Unaudited Consolidated Statements of Operations. The Company paid $7.7 million and $8.8 million of transportation demand charges for the three months ended March 31, 2014 and March 31, 2013, respectively. The Company did not pay firm processing charges for the three months ended March 31, 2014 and paid $0.7 million of firm processing charges for the three months ended March 31, 2013.

The amounts in the table below represent the Company’s gross future minimum transportation demand and firm processing charges. However, the Company will record in its financial statements only the Company’s proportionate share based on the Company’s working interest and net revenue interest, which will vary from property to property. From time to time, we may sell certain portions of firm capacity on various pipelines, as business or operations conditions warrant, to mitigate our exposure on unused transportation capacity.

	As of March 31, 2014
	(in thousands)
2014	$	27,320
2015	36,717
2016	35,466
2017	33,085
2018	33,521
Thereafter	63,813
Total	$	229,922

Lease and Other Commitments. The Company has one take-or-pay purchase agreement for supply of carbon dioxide (“CO2”), which has a total financial commitment of $1.7 million. The CO2 is for use in fracture stimulation operations. Under this contract, the Company is obligated to purchase a minimum monthly volume at a set price. If the Company takes delivery of less than the minimum required amount, the Company is responsible for full payment (deficiency payment) in December 2015.

The Company leases office space, vehicles and certain equipment under non-cancelable operating leases. Office lease expense was $0.4 million and $0.5 million for the three months ended March 31, 2014 and 2013, respectively. Additionally, the Company has entered into various long-term agreements for telecommunication services. Future minimum annual payments under lease and other agreements are as follows:

	As of March 31, 2014
	(in thousands)
2014	$	3,510
2015 (1)	9,943
2016	2,702
2017	2,535
2018	2,528
Thereafter	633
Total	$	21,851

(1) Includes a drilling carry in the amount of $8.5 million from a purchase, sale and exploration agreement related to acreage in the Powder River Basin. As of March 31, 2014, the Company has satisfied $1.6 million of this carry. The Company will owe the remaining carry balance if not satisfied by October 1, 2015.

Litigation. The Company is subject to litigation, claims and governmental and regulatory proceedings arising in the course of ordinary business. It is the opinion of the Company’s management that current claims and litigation involving the Company are not likely to have a material adverse effect on its Unaudited Consolidated Balance Sheet, Cash Flows or Statements of Operations.

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and Liabilities Measured on a Recurring Basis

The Company’s financial instruments, including cash and cash equivalents, accounts and notes receivable and accounts payable are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The recorded value of the Amended Credit Facility, as discussed in Note 5, approximates its fair value due to its floating rate structure based on the LIBOR spread and the Company's borrowing base utilization.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes a mid-market pricing convention (the mid-point price between bid and ask prices) for valuation as a practical expedient for assigning fair value. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. These inputs can be readily observable, market corroborated or generally unobservable. The Company primarily applies the market and income approaches for recurring fair value measurements and utilizes the best available information. Given the Company’s historical market transactions, its markets and instruments are fairly liquid. Therefore, the Company has been able to classify fair value balances based on the observability of those inputs. A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed securities and U.S. government treasury securities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over-the-counter forwards and options.

Level 3 – Pricing inputs include significant inputs that are generally less observable than objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. At each balance sheet date, the Company performs an analysis of all applicable instruments and includes in Level 3 all of those whose fair value is based on significant unobservable inputs.

The following tables set forth by level within the fair value hierarchy the Company’s financial assets and financial liabilities that were measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

	As of March 31, 2014
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Deferred Compensation Plan	$	651	$	—	$	—	$	651
Cash Equivalents - Money Market Funds	53		—		—		53
Commodity Derivatives	—		8,556		—		8,556
Liabilities
Commodity Derivatives	$	—	$	27,954	$	—	$	27,954

	As of December 31, 2013
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Deferred Compensation Plan	$	941	$	—	$	—	$	941
Cash Equivalents - Money Market Funds	53		—		—		53
Commodity Derivatives	—		11,483		—		11,483
Liabilities
Commodity Derivatives	$	—	$	14,771	$	—	$	14,771

All fair values reflected in the table above and on the Unaudited Consolidated Balance Sheets have been adjusted for non-performance risk. For applicable financial assets carried at fair value, the credit standing of the counterparties is analyzed and factored into the fair value measurement of those assets. In addition, the fair value measurement of a liability has been adjusted to reflect the nonperformance risk of the Company. The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the table above.

Level 1 Fair Value Measurements – The Company maintains a non-qualified deferred compensation plan (as discussed in more detail in Note 10) which allows certain management employees to defer receipt of a portion of their compensation. The Company maintains assets for the deferred compensation plan in a rabbi trust. The assets of the rabbi trust are invested in publicly traded mutual funds and are recorded in other current and other long-term assets on the Unaudited Consolidated Balance Sheets. The Company also has highly liquid short term investments in money market funds. The deferred compensation plan financial assets are reported at fair value based on active market quotes, which represent Level 1 inputs. The money market fund investments are recorded at carrying value, which approximates fair value, which represent Level 1 inputs. The fair values of the Company’s fixed rate 7.625% Senior Notes and 7.0% Senior Notes totaled $855.0 million as of March 31, 2014. The fair values of the Company’s fixed rate 7.625% Senior Notes and 7.0% Senior Notes totaled $847.2 million as of December 31, 2013. The fair values of the Company's fixed rate Senior Notes are based on active market quotes, which represent Level 1 inputs.

Level 2 Fair Value Measurements – The fair value of crude oil, natural gas and NGL forwards and options are estimated using a combined income and market valuation methodology with a mid-market pricing convention based upon forward commodity price and volatility curves. The curves are obtained from independent pricing services reflecting broker market quotes. The Company did not make any adjustments to the obtained curves. The pricing services publish observable market information from multiple brokers and exchanges. No proprietary models are used by the pricing services for the inputs. The Company utilized the counterparties’ valuations to assess the reasonableness of the Company’s valuations.

There is no active, public market for the Company’s Amended Credit Facility, Convertible Notes or Lease Financing Obligation. The Amended Credit Facility balance of $180.0 million and $115.0 million as of March 31, 2014 and December 31, 2013, respectively, approximates its fair value due to its floating rate structure. The Convertible Notes fair value of $25.5 million and $25.1 million as of March 31, 2014 and December 31, 2013, respectively, are measured based on market-based parameters of the various components of the Convertible Notes and over the counter trades. The Lease Financing Obligation fair values of $40.3 million and $41.7 million as of March 31, 2014 and December 31, 2013, respectively, are measured based on market-based parameters of comparable term secured financing instruments. The fair value measurements for the Amended Credit Facility, Convertible Notes and Lease Financing Obligation represent Level 2 inputs.

Level 3 Fair Value Measurements – As of March 31, 2014 and December 31, 2013, the Company did not have assets or liabilities that were measured on a recurring basis classified under a Level 3 fair value hierarchy.

XML

Guarantor Subsidiaries - Schedule of Condensed Consolidating Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Operating and other revenues	$ 127,688	$ 138,277
Operating expenses	(93,064)	(115,919)
General and administrative	(15,407)	(20,582)
Interest and other income (expense)	(42,211)	(54,354)
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries	(22,994)	(52,578)
Provision for (Benefit from) Income Taxes	10,245	19,427
Equity in earnings (loss) of subsidiaries	0	0
Net Loss	(12,749)	(33,151)	(192,733)
Parent Issuer
Condensed Financial Statements, Captions [Line Items]
Operating and other revenues	121,283	130,140
Operating expenses	(88,782)	(112,072)
General and administrative	(15,407)	(20,582)
Interest and other income (expense)	(42,211)	(54,354)
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries	(25,117)	(56,868)
Provision for (Benefit from) Income Taxes	10,245	19,427
Equity in earnings (loss) of subsidiaries	2,123	4,290
Net Loss	(12,749)	(33,151)
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Operating and other revenues	6,405	8,137
Operating expenses	(4,282)	(3,847)
General and administrative	0	0
Interest and other income (expense)	0	0
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries	2,123	4,290
Provision for (Benefit from) Income Taxes	0	0
Equity in earnings (loss) of subsidiaries	0	0
Net Loss	2,123	4,290
Intercompany Eliminations
Condensed Financial Statements, Captions [Line Items]
Operating and other revenues	0	0
Operating expenses	0	0
General and administrative	0	0
Interest and other income (expense)	0	0
Income (loss) before income taxes and equity in earnings (loss) of subsidiaries	0	0
Provision for (Benefit from) Income Taxes	0	0
Equity in earnings (loss) of subsidiaries	(2,123)	(4,290)
Net Loss	$ (2,123)	$ (4,290)

XML

Long-Term Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

The Company’s outstanding debt is summarized below:

		As of March 31, 2014						As of December 31, 2013
	Maturity Date	Principal		Unamortized Discount		Carrying Amount		Principal		Unamortized Discount		Carrying Amount
		(in thousands)
Amended Credit Facility (1)	October 31, 2016	$	180,000	$	—	$	180,000	$	115,000	$	—	$	115,000
Convertible Notes (2)	March 15, 2028 (3)	25,344		—		25,344		25,344		—		25,344
7.625% Senior Notes (4)	October 1, 2019	400,000		—		400,000		400,000		—		400,000
7.0% Senior Notes (5)	October 15, 2022	400,000		—		400,000		400,000		—		400,000
Lease Financing Obligation (6)	August 10, 2020	42,192		—		42,192		43,329		—		43,329
Total Debt		$	1,047,536	$	—	$	1,047,536	$	983,673	$	—	$	983,673
Less: Current Portion of Long-Term Debt		4,647		—		4,647		4,591		—		4,591
Total Long-Term Debt		$	1,042,889	$	—	$	1,042,889	$	979,082	$	—	$	979,082

(1) The recorded value of the Amended Credit Facility approximates its fair value due to its floating rate structure.

(2) The aggregate estimated fair value of the Convertible Notes was approximately $25.5 million and $25.1 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(3) The Company has the right at any time, with at least 30 days’ notice, to call the Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

(4) The aggregate estimated fair value of the 7.625% Senior Notes was approximately $433.0 million and $430.2 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(5) The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

(6) The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million as of March 31, 2014, and $41.7 million as of December 31, 2013. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

Amended Credit Facility

The Company’s Amended Credit Facility has a maturity date of October 31, 2016 and current commitments and borrowing base of $625.0 million. As of March 31, 2014, the Company had $180.0 million outstanding under the Amended Credit Facility. As credit support for future payment under a contractual obligation, a $26.0 million letter of credit has been issued under the Amended Credit Facility, which reduced the borrowing capacity of the Amended Credit Facility as of March 31, 2014 to $419.0 million.

Interest rates are LIBOR plus applicable margins of 1.5% to 2.5% or ABR plus 0.5% to 1.5% and the commitment fee is between 0.375% to 0.5% based on borrowing base utilization. The average annual interest rates incurred on the Amended Credit Facility were 1.6% and 1.7% for the three months ended March 31, 2014 and 2013, respectively.

The borrowing base is required to be re-determined twice per year. On May 1, 2014, the borrowing base was reaffirmed at $625.0 million based on year-end 2013 reserves and our hedge position. Future semi-annual borrowing bases will be computed based on proved oil, natural gas and NGL reserves, hedge positions and estimated future cash flows from those reserves, as well as any other outstanding debt of the Company.

The Amended Credit Facility contains certain financial covenants. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.

5% Convertible Senior Notes Due 2028

On March 12, 2008, the Company issued $172.5 million aggregate principal amount of Convertible Notes. On March 20, 2012, $147.2 million of the outstanding principal amount, or approximately 85% of the outstanding Convertible Notes, were put to the Company and redeemed by the Company at par. The Company settled the notes in cash. After the redemption, $25.3 million aggregate principal amount of the Convertible Notes was outstanding. The Convertible Notes mature on March 15, 2028, unless earlier converted, redeemed or purchased by the Company. The Convertible Notes are senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured indebtedness, are senior in right of payment to all of the Company’s future subordinated indebtedness, and are effectively subordinated to all of the Company’s secured indebtedness with respect to the collateral securing such indebtedness. The Convertible Notes are structurally subordinated to all present and future secured and unsecured debt and other obligations of the Company’s subsidiaries. The Convertible Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company’s indebtedness under the Amended Credit Facility, the 7.625% Senior Notes and the 7.0% Senior Notes.

The Convertible Notes bear interest at a rate of 5% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. Holders of the remaining Convertible Notes may require the Company to purchase all or a portion of their Convertible Notes for cash on each of March 20, 2015, March 20, 2018 and March 20, 2023 at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to but excluding the applicable purchase date. The Company has the right with at least 30 days’ notice to call the Convertible Notes.

7.625% Senior Notes Due 2019

On September 27, 2011, the Company issued $400.0 million in principal amount of 7.625% Senior Notes due 2019 at par. The 7.625% Senior Notes mature on October 1, 2019. Interest is payable in arrears semi-annually on April 1 and October 1 beginning April 1, 2012. The 7.625% Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with all of the Company’s other existing and future senior unsecured indebtedness, including the Company’s Convertible Notes and 7.0% Senior Notes. The 7.625% Senior Notes are redeemable at the Company’s option on October 1, 2015 at a redemption price of 103.813% of the principal amount of the notes. The 7.625% Senior Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company’s indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.0% Senior Notes. The 7.625% Senior Notes include certain covenants that limit the Company’s ability to incur additional indebtedness, make restricted payments, create liens or sell assets and that prohibit the Company from paying dividends. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.

7.0% Senior Notes Due 2022

On March 12, 2012, the Company issued $400.0 million in aggregate principal amount of 7.0% Senior Notes due 2022 at par. The 7.0% Senior Notes mature on October 15, 2022. Interest is payable in arrears semi-annually on April 15 and October 15 of each year. The 7.0% Senior Notes are senior unsecured obligations and rank equal in right of payment with all of the Company’s other existing and future senior unsecured indebtedness, including the Company’s Convertible Notes and 7.625% Senior Notes. The 7.0% Senior Notes are redeemable at the Company's option on October 15, 2017 at a redemption price of 103.5% of the principal amount of the notes. The 7.0% Senior Notes are fully and unconditionally guaranteed by the subsidiaries that guarantee the Company’s indebtedness under the Amended Credit Facility, the Convertible Notes and the 7.625% Senior Notes. The 7.0% Senior Notes include certain covenants that limit the Company’s ability to incur additional indebtedness, make restricted payments, create liens or sell assets and that prohibit the Company from paying dividends. The Company is currently in compliance with all financial covenants and has complied with all financial covenants since issuance.

Lease Financing Obligation Due 2020

On July 23, 2012, the Company entered into the Lease Financing Obligation, whereby the Company received $100.8 million through the sale and subsequent leaseback of existing compressors and related facilities owned by the Company. The Lease Financing Obligation expires on August 10, 2020, and the Company has the option to purchase the equipment at the end of the lease term for the then current fair market value. The Lease Financing Obligation also contains an early buyout option where the Company may purchase the equipment for $36.6 million on February 10, 2019. The lease payments related to the equipment are recognized as principal and interest expense based on a weighted average implicit interest rate of 3.3%. See Note 11 for discussion of aggregate minimum future lease payments. As part of the West Tavaputs Divestiture, the purchaser assumed approximately 51% of the Lease Financing Obligation, including the early buyout option related to West Tavaputs.

The following table summarizes, for the periods indicated, the cash or accrued portion of interest expense related to the Amended Credit Facility, the 9.875% Senior Notes that were redeemed in full on July 15, 2013, Convertible Notes, 7.625% Senior Notes, 7.0% Senior Notes and the Lease Financing Obligation along with the non-cash portion resulting from the amortization of the debt discount and transaction costs through interest expense:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Amended Credit Facility (1)
Cash interest	$	1,078	$	864
Non-cash interest	$	586	$	585
9.875% Senior Notes (2)
Cash interest	$	—	$	6,172
Non-cash interest	$	—	$	679
Convertible Notes (3)
Cash interest	$	310	$	313
Non-cash interest	$	1	$	2
7.625% Senior Notes (4)
Cash interest	$	7,625	$	7,625
Non-cash interest	$	272	$	263
7.0% Senior Notes (5)
Cash interest	$	7,000	$	7,000
Non-cash interest	$	203	$	195
Lease Financing Obligation (6)
Cash interest	$	262	$	787
Non-cash interest	$	4	$	8

(1) Cash interest includes amounts related to interest and commitment fees paid on the Amended Credit Facility and participation and fronting fees paid on the letter of credit.

(2) The stated interest rate for the 9.875% Senior Notes was 9.875% per annum with an effective interest rate of 11.2% per annum. The Company redeemed the 9.875% Senior Notes in full on July 15, 2013.

(3) The stated interest rate for the Convertible Notes is 5% per annum. The effective interest rate of the Convertible Notes includes amortization of the debt discount, which represented the fair value of the equity conversion feature at the time of issue. The stated interest rate of 5% on the Convertible Notes will be the effective interest rate of the $25.3 million remaining principal balance, as the related debt discount was fully amortized as of March 31, 2012.

(4) The stated interest rate for the 7.625% Senior Notes is 7.625% per annum with an effective interest rate of 8.0% per annum.

(5) The stated interest rate for the 7.0% Senior Notes is 7.0% per annum with an effective interest rate of 7.2% per annum.

(6) The effective interest rate for the Lease Financing Obligation is 3.3% per annum. The decrease in cash interest from $0.8 million as of March 31, 2013 to $0.3 million as of March 31, 2014 is due to the West Tavaputs Divestiture. The purchaser assumed approximately 51% of the Lease Financing Obligation, including the buyout option related to West Tavaputs, leaving the Company with a balance of $42.2 million as of March 31, 2014.

XML

Asset Retirement Obligations

3 Months Ended

Mar. 31, 2014

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

A reconciliation of the Company’s asset retirement obligations for the three months ended March 31, 2014 is as follows (in thousands):

As of December 31, 2013	$	43,005
Liabilities incurred	842
Liabilities settled	(352		)
Disposition of properties	—
Accretion expense	812
Revisions to estimate	—
As of March 31, 2014	$	44,307
Less: Current asset retirement obligations	5,296
Long-term asset retirement obligations	$	39,011

XML

Derivative Instruments

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

The Company uses financial derivative instruments as part of its price risk management program to achieve a more predictable cash flow from its production revenues by reducing its exposure to commodity price fluctuations. The Company has entered into financial commodity swap contracts related to the sale of a portion of the Company’s production. The Company does not enter into derivative instruments for speculative or trading purposes.

In addition to financial contracts, the Company may at times be party to various physical commodity contracts for the sale of oil, natural gas and NGLs that have varying terms and pricing provisions. These physical commodity contracts qualify for the normal purchase and normal sale exception and, therefore, are not subject to hedge or mark-to-market accounting. The financial impact of physical commodity contracts is included in oil, natural gas and NGL production revenues at the time of settlement.

All derivative instruments, other than those that meet the normal purchase and normal sale exception, as mentioned above, are recorded at fair value and included on the Unaudited Consolidated Balance Sheets as assets or liabilities. The following table summarizes the location, as well as the gross and net fair value amounts of all derivative instruments presented on the Unaudited Consolidated Balance Sheets as of the dates indicated.

	As of March 31, 2014
Balance Sheet	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets Presented in the Balance Sheet
	(in thousands)
Derivative assets	$	6,107		$	(6,107	)	(1)	$	—
Deferred financing costs and other noncurrent assets	2,449			(1,224		)	(1)	1,225			(2)
Total derivative assets	$	8,556		$	(7,331	)		$	1,225
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Liabilities Presented in the Balance Sheet
	(in thousands)
Derivative liabilities	$	(26,495	)	$	6,107		(3)	$	(20,388	)
Derivatives and other noncurrent liabilities	(1,459		)	1,224			(3)	(235		)	(4)
Total derivative liabilities	$	(27,954	)	$	7,331			$	(20,623	)
	As of December 31, 2013
Balance Sheet	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets Presented in the Balance Sheet
	(in thousands)
Derivative assets	$	8,259		$	(8,086	)	(1)	$	173
Deferred financing costs and other noncurrent assets	3,224			(685		)	(1)	2,539			(2)
Total derivative assets	$	11,483		$	(8,771	)		$	2,712
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Liabilities Presented in the Balance Sheet
	(in thousands)
Derivative liabilities	$	(14,074	)	$	8,086		(3)	$	(5,988	)
Derivatives and other noncurrent liabilities	(697		)	685			(3)	(12		)	(4)
Total derivative liabilities	$	(14,771	)	$	8,771			$	(6,000	)

(1) Amounts are netted against derivative asset balances with the same counterparty, and therefore are presented as a net asset on the Unaudited Consolidated Balance Sheets.

(2) As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $18.3 million and $19.2 million of deferred financing costs and other noncurrent assets, respectively.

(3) Amounts are netted against derivative liability balances with the same counterparty, and therefore are presented as a net liability on the Unaudited Consolidated Balance Sheets.

(4) As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $3.1 million and $3.5 million of other noncurrent liabilities, respectively.

The following table summarizes the cash flow hedge gains, net of tax, and their locations on the Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Operations as of the periods indicated:

	Derivatives Qualifying as Cash Flow Hedges	Three Months Ended March 31,
		2014		2013
		(in thousands)
Amount of Gain Reclassified from AOCI into Income (net of tax) (1) (2)	Commodity Hedges	$	97	$	1,292

(1) Gains reclassified from accumulated other comprehensive income ("AOCI") into income are included in the oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Presented net of income tax expense of $0.1 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively.

As of March 31, 2014, the Company had financial instruments in place to hedge the following volumes for the periods indicated:

	April – December 2014	For the year 2015	For the  year 2016
Oil (Bbls)	2,769,400	2,524,000	91,000
Natural Gas (MMbtu)	18,485,000	7,300,000	—
Natural Gas Liquids (Bbls)	241,071	—	—

The table below summarizes the commodity derivative gains and losses the Company recognized related to its oil, gas and NGL derivative instruments for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Commodity derivative gain settlements on derivatives designated as cash flow hedges (1)	$	156		$	2,067
Total commodity derivative loss (2)	(25,155		)	(29,851		)

(1) Included in oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Included in commodity derivative loss in the Unaudited Consolidated Statements of Operations.

The Company’s derivative financial instruments are generally executed with major financial or commodities trading institutions that expose the Company to market and credit risks and may, at times, be concentrated with certain counterparties or groups of counterparties. The Company had hedges in place with nine different counterparties as of March 31, 2014. Although notional amounts are used to express the volume of these contracts, the amounts potentially subject to credit risk, in the event of non-performance by the counterparties, are substantially smaller. The creditworthiness of counterparties is subject to continual review by management, and the Company believes all of these institutions currently are acceptable credit risks. Full performance is anticipated, and the Company has no past due receivables from any of its counterparties.

It is the Company’s policy to enter into derivative contracts with counterparties that are lenders in the Amended Credit Facility, affiliates of lenders in the Amended Credit Facility or potential lenders in the Amended Credit Facility. The Company’s derivative contracts are documented using an industry standard contract known as a Schedule to the Master Agreement and International Swaps and Derivative Association, Inc. (“ISDA”) Master Agreement or other contracts. Typical terms for these contracts include credit support requirements, cross default provisions, termination events and set-off provisions. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the properties securing the Amended Credit Facility. The Company has set-off provisions in its derivative contracts with lenders under its Amended Credit Facility which, in the event of a counterparty default, allow the Company to set-off amounts owed to the defaulting counterparty under the Amended Credit Facility or other obligations against monies owed the Company under derivative contracts. Where the counterparty is not a lender under the Company’s Amended Credit Facility, it may not be able to set-off amounts owed by the Company under the Amended Credit Facility, even if such counterparty is an affiliate of a lender under such facility. The Company does not have any derivative balances that are offset by cash collateral.

XML

Summary of Significant Accounting Policies - Non-Cash Impairment Charges, Included within Impairment, Dry Hole Costs and Abandonment Expense in Consolidated Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Summary Of Significant Accounting Policies [Line Items]
Dry hole costs	$ 106		$ 851
Abandonment expense	617		6,250
Impairment, dry hole costs and abandonment expense	1,761		7,101
Proved Oil And Gas Properties [Member]
Summary Of Significant Accounting Policies [Line Items]
Non-cash impairment of oil and gas properties	1,038	[1]	0
Unproved Oil And Gas Properties [Member]
Summary Of Significant Accounting Policies [Line Items]
Non-cash impairment of oil and gas properties	$ 0		$ 0

[1] Non-cash impairment of proved oil and gas properties for the three months ended March 31, 2014 related to the Company's West Tavaputs properties based upon a true up of previously estimated fair value relative to carrying value. These assets were sold in December 2013. See Note 4.

XML

Equity Incentive Compensation Plans and Other Employee Benefits - Non-Cash Stock-Based Compensation Cost Related to Equity Awards (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stock Based Compensation [Line Items]
Non-cash stock-based compensation equity awards	$ 3,367	$ 5,458
Common Stock Options
Stock Based Compensation [Line Items]
Non-cash stock-based compensation equity awards	629	2,490
Nonvested Equity Common Stock
Stock Based Compensation [Line Items]
Non-cash stock-based compensation equity awards	1,671	2,400
Nonvested Equity Common Stock Units
Stock Based Compensation [Line Items]
Non-cash stock-based compensation equity awards	249	400
Nonvested Performance-Based Equity
Stock Based Compensation [Line Items]
Non-cash stock-based compensation equity awards	$ 818	$ 168

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation. The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The Company’s Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in the Company’s 2013 Annual Report on Form 10-K.

Use of Estimates

Use of Estimates. In the course of preparing the Company’s financial statements in accordance with GAAP, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenues and expenses and in the disclosure of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established.

Areas requiring the use of assumptions, judgments and estimates relate to the expected cash settlement of the Company’s 5% Convertible Senior Notes due 2028 (“Convertible Notes”) in computing diluted earnings per share, volumes of oil, natural gas and NGL reserves used in calculating depreciation, depletion and amortization (“DD&A”), the amount of expected future cash flows used in determining possible impairments of oil and gas properties and the amount of future capital costs used in these calculations. Assumptions, judgments and estimates also are required in determining asset retirement obligations, the timing of dry hole costs, impairments of undeveloped properties, valuing deferred tax assets and estimating fair values of derivative instruments and stock-based payment awards.

Oil and Gas Properties

Oil and Gas Properties. The Company’s oil, gas and NGL exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities in the Unaudited Consolidated Statements of Cash Flows. If an exploratory well does find proved reserves, the costs remain capitalized and are included within additions to oil and gas properties within cash flows from investing activities in the Unaudited Consolidated Statements of Cash Flows when incurred. The costs of development wells are capitalized whether proved reserves are added or not. Oil and gas lease acquisition costs are also capitalized.

Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. A gain or loss is recognized for all other sales of proved properties and is classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.

Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive or are assigned proved reserves. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage and other relevant matters.

Materials and supplies consist primarily of tubular goods and well equipment to be used in future drilling operations or repair operations and are carried at the lower of cost or market value, on a first-in, first-out basis.

The following table sets forth the net capitalized costs and associated accumulated DD&A and non-cash impairments relating to the Company’s oil, natural gas and NGL producing activities:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Proved properties	$	486,080		$	485,427
Wells and related equipment and facilities	2,293,630			2,192,754
Support equipment and facilities	177,824			177,224
Materials and supplies	10,051			8,518
Total proved oil and gas properties	$	2,967,585		$	2,863,923
Unproved properties	240,455			239,925
Wells and facilities in progress	83,539			56,674
Total unproved oil and gas properties, excluded from amortization	$	323,994		$	296,599
Accumulated depreciation, depletion, amortization and impairment	(1,027,108		)	(976,339		)
Total oil and gas properties, net	$	2,264,471		$	2,184,183

All exploratory wells are evaluated for economic viability within one year of well completion. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well and the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. As of March 31, 2014 and December 31, 2013, there were no exploratory well costs that had been capitalized for a period greater than one year since the completion of drilling.

The Company reviews proved oil and gas properties on a field-by-field basis for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. The Company estimates the expected undiscounted future cash flows of its oil and gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying value of a property exceeds the undiscounted future cash flows, the Company will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors. The Company has no guarantee that the undiscounted future cash flows analysis of its proved property represents the applicable market value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected.

The Company recognized non-cash impairment charges, which were included within impairment, dry hole costs and abandonment expense in the Unaudited Consolidated Statements of Operations, as follows:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Non-cash impairment of proved oil and gas properties (1)	$	1,038	$	—
Non-cash impairment of unproved oil and gas properties	—		—
Dry hole costs	106		851
Abandonment expense	617		6,250
Total non-cash impairment, dry hole costs and abandonment expense	$	1,761	$	7,101

(1) Non-cash impairment of proved oil and gas properties for the three months ended March 31, 2014 related to the Company's West Tavaputs properties based upon a true up of previously estimated fair value relative to carrying value. These assets were sold in December 2013. See Note 4.

The provision for DD&A of oil and gas properties is calculated on a field-by-field basis using the unit-of-production method. Natural gas and NGLs are converted to an oil equivalent, Boe, at the standard rate of six Mcf to one Boe and forty-two gallons to one Boe, respectively. Estimated future dismantlement, restoration and abandonment costs are taken into consideration by this calculation.

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities are comprised of the following:

	As of March 31, 2014		As of December 31, 2013
	(in thousands)
Accrued drilling, completion and facility costs	$	73,646	$	54,750
Accrued lease operating, gathering, transportation and processing expenses	13,839		17,317
Accrued general and administrative expenses	6,249		14,605
Trade payables and other	35,394		29,256
Total accounts payable and accrued liabilities	$	129,128	$	115,928

Environmental Liabilities

Environmental Liabilities. Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Environmental liabilities are accrued when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated.

Revenue Recognition

Revenue Recognition. The Company records revenues from the sales of crude oil, natural gas and NGLs when delivery to the purchaser has occurred. The Company uses the sales method to account for gas and NGL imbalances. Under this method, revenue is recorded on the basis of gas and NGLs actually sold by the Company. In addition, the Company records revenues for its share of gas and NGLs sold by other owners that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company also reduces revenues for other owners’ gas and NGLs sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company’s remaining over- and under- produced gas and NGLs balancing positions are taken into account in determining the Company’s proved oil, gas and NGL reserves. Imbalances at March 31, 2014 and 2013 were not material.

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities. The Company periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil, natural gas and NGL sales by reducing its exposure to price fluctuations. Derivative instruments are recorded at fair market value and are included in the Unaudited Consolidated Balance Sheets as assets or liabilities.

Income Taxes

Income Taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred income taxes also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates.

The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized.

Earnings/Loss Per Share

Earnings/Loss Per Share. Basic net income per common share is calculated by dividing net income attributable to common stock by the weighted average number of common shares outstanding during each period. Diluted net income per common share is calculated by dividing net income attributable to common stock by the weighted average number of common shares outstanding and other dilutive securities. Potentially dilutive securities for the diluted net income per common share calculations consist of nonvested equity shares of common stock, in-the-money outstanding stock options to purchase the Company’s common stock and shares into which the Convertible Notes are convertible.

In satisfaction of its obligation upon conversion of the Convertible Notes, the Company may elect to deliver, at its option, cash, shares of its common stock or a combination of cash and shares of its common stock. As of March 31, 2014, the Company expected to settle the remaining Convertible Notes in cash. Therefore, the treasury stock method was used to measure the potentially dilutive impact of shares associated with that remaining conversion feature. The Company has the right with at least 30 days’ notice to call the Convertible Notes and the holders have the right to require the Company to purchase the notes on March 20, 2015. The Convertible Notes have not been dilutive since their issuance in March 2008 and, therefore, did not impact the diluted net income (loss) per common share calculation for the three months ended March 31, 2014 and 2013. No potential common shares are included in the computation of any diluted per share amount when a net loss exists, as was the case for the three months ended March 31, 2014 and 2013.

The following table sets forth the calculation of basic and diluted loss per share:

	Three Months Ended March 31,
	2014			2013
	(in thousands, except per share amounts)
Net loss	$	(12,749	)	$	(33,151	)
Basic weighted-average common shares outstanding in period	47,890			47,353
Add dilutive effects of stock options and nonvested equity shares of common stock	—			—
Diluted weighted-average common shares outstanding in period	47,890			47,353
Basic net loss per common share	$	(0.27	)	$	(0.70	)
Diluted net loss per common share	$	(0.27	)	$	(0.70	)

New Accounting Pronouncements

New Accounting Pronouncements. In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU 2013-11 is to provide guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard will not have an impact on the Company’s consolidated financial statements.

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value, Balance Sheet Grouping

The following tables set forth by level within the fair value hierarchy the Company’s financial assets and financial liabilities that were measured at fair value on a recurring basis. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels.

	As of March 31, 2014
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Deferred Compensation Plan	$	651	$	—	$	—	$	651
Cash Equivalents - Money Market Funds	53		—		—		53
Commodity Derivatives	—		8,556		—		8,556
Liabilities
Commodity Derivatives	$	—	$	27,954	$	—	$	27,954

	As of December 31, 2013
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Deferred Compensation Plan	$	941	$	—	$	—	$	941
Cash Equivalents - Money Market Funds	53		—		—		53
Commodity Derivatives	—		11,483		—		11,483
Liabilities
Commodity Derivatives	$	—	$	14,771	$	—	$	14,771

XML

Derivative Instruments - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2014 Counterparty
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Number of counterparties for hedges at period end	9

XML

Long-Term Debt - Cash and Non-Cash Portion of Interest Expense Related to Long Term Debt (Detail) (USD $)			3 Months Ended											3 Months Ended													3 Months Ended														3 Months Ended														3 Months Ended								1 Months Ended	3 Months Ended				3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Cash interest [Member]		Mar. 31, 2013 Cash interest [Member]		Mar. 31, 2014 Non-cash interest [Member]		Mar. 31, 2013 Non-cash interest [Member]		Mar. 31, 2014 9.875% Senior Notes	Dec. 31, 2013 9.875% Senior Notes	Mar. 31, 2013 9.875% Senior Notes	Mar. 31, 2014 9.875% Senior Notes Cash interest [Member]		Mar. 31, 2013 9.875% Senior Notes Cash interest [Member]		Mar. 31, 2014 9.875% Senior Notes Non-cash interest [Member]		Mar. 31, 2013 9.875% Senior Notes Non-cash interest [Member]		Mar. 31, 2014 Convertible Notes		Dec. 31, 2013 Convertible Notes		Mar. 31, 2013 Convertible Notes	Mar. 31, 2014 Convertible Notes Cash interest [Member]		Mar. 31, 2013 Convertible Notes Cash interest [Member]		Mar. 31, 2014 Convertible Notes Non-cash interest [Member]		Mar. 31, 2013 Convertible Notes Non-cash interest [Member]		Mar. 31, 2014 7.625% Senior Notes		Dec. 31, 2013 7.625% Senior Notes		Mar. 31, 2013 7.625% Senior Notes	Sep. 27, 2011 7.625% Senior Notes	Mar. 31, 2014 7.625% Senior Notes Cash interest [Member]		Mar. 31, 2013 7.625% Senior Notes Cash interest [Member]		Mar. 31, 2014 7.625% Senior Notes Non-cash interest [Member]		Mar. 31, 2013 7.625% Senior Notes Non-cash interest [Member]		Mar. 31, 2014 7.0% Senior Notes		Dec. 31, 2013 7.0% Senior Notes		Mar. 31, 2013 7.0% Senior Notes	Mar. 12, 2012 7.0% Senior Notes	Mar. 31, 2014 7.0% Senior Notes Cash interest [Member]		Mar. 31, 2013 7.0% Senior Notes Cash interest [Member]		Mar. 31, 2014 7.0% Senior Notes Non-cash interest [Member]		Mar. 31, 2013 7.0% Senior Notes Non-cash interest [Member]		Jul. 23, 2012 Lease Financing Obligation	Mar. 31, 2014 Lease Financing Obligation		Dec. 31, 2013 Lease Financing Obligation		Mar. 31, 2014 Lease Financing Obligation Cash interest [Member]		Mar. 31, 2013 Lease Financing Obligation Cash interest [Member]		Mar. 31, 2014 Lease Financing Obligation Non-cash interest [Member]		Mar. 31, 2013 Lease Financing Obligation Non-cash interest [Member]
Debt Instrument [Line Items]
Amended Credit Facility interest			$ 1,078,000	[1]	$ 864,000	[1]	$ 586,000	[1]	$ 585,000	[1]
Senior Notes interest														0	[2]	6,172,000	[2]	0	[2]	679,000	[2]																				7,625,000	[3]	7,625,000	[3]	272,000	[3]	263,000	[3]							7,000,000	[4]	7,000,000	[4]	203,000	[4]	195,000	[4]
Convertible Notes interest																											310,000	[5]	313,000	[5]	1,000	[5]	2,000	[5]
Financial Obligation interest																																																																				262,000	[6]	787,000	[6]	4,000	[6]	8,000	[6]
Debt, stated interest rate											9.875%	9.875%	9.875%									5.00%				5.00%									7.625%		7.625%		7.625%										7.00%		7.00%		7.00%
Effective interest rate of debt instrument											11.20%																								8.00%														7.20%															3.30%
Principal amount of debt instrument	1,042,889,000	979,082,000																				25,344,000	[7]	25,344,000	[7]	25,300,000									400,000,000	[8]	400,000,000	[8]		400,000,000.0									400,000,000	[9]	400,000,000	[9]		400,000,000.0										42,192,000	[9]	43,329,000	[9]
Percent of Financing Obligation held-for-sale	51.00%
Sale and subsequent lease back																																																															$ 100,800,000	$ 42,200,000

[1] Cash interest includes amounts related to interest and commitment fees paid on the Amended Credit Facility and participation and fronting fees paid on the letter of credit.

[2] The stated interest rate for the 9.875% Senior Notes was 9.875% per annum with an effective interest rate of 11.2% per annum. The Company redeemed the 9.875% Senior Notes in full on July 15, 2013.

[3] The stated interest rate for the 7.625% Senior Notes is 7.625% per annum with an effective interest rate of 8.0% per annum.

[4] The stated interest rate for the 7.0% Senior Notes is 7.0% per annum with an effective interest rate of 7.2% per annum.

[5] The stated interest rate for the Convertible Notes is 5% per annum. The effective interest rate of the Convertible Notes includes amortization of the debt discount, which represented the fair value of the equity conversion feature at the time of issue. The stated interest rate of 5% on the Convertible Notes will be the effective interest rate of the $25.3 million remaining principal balance, as the related debt discount was fully amortized as of March 31, 2012.

[6] The effective interest rate for the Lease Financing Obligation is 3.3% per annum. The decrease in cash interest from $0.8 million as of March 31, 2013 to $0.3 million as of March 31, 2014 is due to the West Tavaputs Divestiture. The purchaser assumed approximately 51% of the Lease Financing Obligation, including the buyout option related to West Tavaputs, leaving the Company with a balance of $42.2 million as of March 31, 2014.

[7] The Company has the right at any time, with at least 30 days’ notice, to call the Convertible Notes, and the holders have the right to require the Company to purchase the notes on each of March 20, 2015, March 20, 2018 and March 20, 2023.

[8] The aggregate estimated fair value of the 7.0% Senior Notes was approximately $422.0 million and $417.0 million as of March 31, 2014 and December 31, 2013, respectively, based on reported market trades of these instruments.

[9] The aggregate estimated fair value of the Lease Financing Obligation was approximately $40.3 million as of March 31, 2014, and $41.7 million as of December 31, 2013. Because there is no active, public market for the Lease Financing Obligation, the aggregate estimated fair value was based on market-based parameters of comparable term secured financing instruments.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Net Loss	$ (12,749)	$ (33,151)	$ (192,733)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(97)	(1,292)	(4,663)
Other comprehensive loss	(97)	(1,292)
Comprehensive Loss	$ (12,846)	$ (34,443)

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation. The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying financial statements include all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly, in all material respects, the Company’s interim results. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. The Company’s Annual Report on Form 10-K includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report on Form 10-Q. Except as disclosed herein, there have been no material changes to the information disclosed in the notes to the consolidated financial statements included in the Company’s 2013 Annual Report on Form 10-K.

Use of Estimates. In the course of preparing the Company’s financial statements in accordance with GAAP, management makes various assumptions, judgments and estimates to determine the reported amount of assets, liabilities, revenues and expenses and in the disclosure of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established.

Areas requiring the use of assumptions, judgments and estimates relate to the expected cash settlement of the Company’s 5% Convertible Senior Notes due 2028 (“Convertible Notes”) in computing diluted earnings per share, volumes of oil, natural gas and NGL reserves used in calculating depreciation, depletion and amortization (“DD&A”), the amount of expected future cash flows used in determining possible impairments of oil and gas properties and the amount of future capital costs used in these calculations. Assumptions, judgments and estimates also are required in determining asset retirement obligations, the timing of dry hole costs, impairments of undeveloped properties, valuing deferred tax assets and estimating fair values of derivative instruments and stock-based payment awards.

Accounts Receivable. Accounts receivable is comprised of the following:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Accrued oil, gas and NGL sales	$	60,015		$	67,583
Due from joint interest owners	28,601			23,507
Other	3,454			6,517
Allowance for doubtful accounts	(21		)	(21		)
Total accounts receivable	$	92,049		$	97,586

Oil and Gas Properties. The Company’s oil, gas and NGL exploration and production activities are accounted for using the successful efforts method. Under this method, all property acquisition costs and costs of exploratory and development wells are capitalized when incurred, pending determination of whether the well has found proved reserves. If an exploratory well does not find proved reserves, the costs of drilling the well are charged to expense and included within cash flows from investing activities in the Unaudited Consolidated Statements of Cash Flows. If an exploratory well does find proved reserves, the costs remain capitalized and are included within additions to oil and gas properties within cash flows from investing activities in the Unaudited Consolidated Statements of Cash Flows when incurred. The costs of development wells are capitalized whether proved reserves are added or not. Oil and gas lease acquisition costs are also capitalized.

Other exploration costs, including certain geological and geophysical expenses and delay rentals for oil and gas leases, are charged to expense as incurred. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. A gain or loss is recognized for all other sales of proved properties and is classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.

Unproved oil and gas property costs are transferred to proved oil and gas properties if the properties are subsequently determined to be productive or are assigned proved reserves. Proceeds from sales of partial interests in unproved leases are accounted for as a recovery of cost without recognizing any gain until all costs are recovered. Unproved oil and gas properties are assessed periodically for impairment based on remaining lease terms, drilling results, reservoir performance, commodity price outlooks, future plans to develop acreage and other relevant matters.

Materials and supplies consist primarily of tubular goods and well equipment to be used in future drilling operations or repair operations and are carried at the lower of cost or market value, on a first-in, first-out basis.

The following table sets forth the net capitalized costs and associated accumulated DD&A and non-cash impairments relating to the Company’s oil, natural gas and NGL producing activities:

	As of March 31, 2014			As of December 31, 2013
	(in thousands)
Proved properties	$	486,080		$	485,427
Wells and related equipment and facilities	2,293,630			2,192,754
Support equipment and facilities	177,824			177,224
Materials and supplies	10,051			8,518
Total proved oil and gas properties	$	2,967,585		$	2,863,923
Unproved properties	240,455			239,925
Wells and facilities in progress	83,539			56,674
Total unproved oil and gas properties, excluded from amortization	$	323,994		$	296,599
Accumulated depreciation, depletion, amortization and impairment	(1,027,108		)	(976,339		)
Total oil and gas properties, net	$	2,264,471		$	2,184,183

All exploratory wells are evaluated for economic viability within one year of well completion. Exploratory wells that discover potentially economic reserves in areas where a major capital expenditure would be required before production could begin, and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized if the well finds a sufficient quantity of reserves to justify its completion as a producing well and the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. As of March 31, 2014 and December 31, 2013, there were no exploratory well costs that had been capitalized for a period greater than one year since the completion of drilling.

The Company reviews proved oil and gas properties on a field-by-field basis for impairment on a quarterly basis or whenever events and circumstances indicate that a decline in the recoverability of their carrying value may have occurred. The Company estimates the expected undiscounted future cash flows of its oil and gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and gas properties to determine if the carrying amount is recoverable. If the carrying value of a property exceeds the undiscounted future cash flows, the Company will impair the carrying value to fair value based on an analysis of quantitative and qualitative factors. The Company has no guarantee that the undiscounted future cash flows analysis of its proved property represents the applicable market value. The factors used to determine fair value include, but are not limited to, recent sales prices of comparable properties, the present value of future cash flows, net of estimated operating and development costs using estimates of reserves, future commodity pricing, future production estimates, anticipated capital expenditures and various discount rates commensurate with the risk and current market conditions associated with realizing the expected cash flows projected.

The Company recognized non-cash impairment charges, which were included within impairment, dry hole costs and abandonment expense in the Unaudited Consolidated Statements of Operations, as follows:

	Three Months Ended March 31,
	2014		2013
	(in thousands)
Non-cash impairment of proved oil and gas properties (1)	$	1,038	$	—
Non-cash impairment of unproved oil and gas properties	—		—
Dry hole costs	106		851
Abandonment expense	617		6,250
Total non-cash impairment, dry hole costs and abandonment expense	$	1,761	$	7,101

(1) Non-cash impairment of proved oil and gas properties for the three months ended March 31, 2014 related to the Company's West Tavaputs properties based upon a true up of previously estimated fair value relative to carrying value. These assets were sold in December 2013. See Note 4.

The provision for DD&A of oil and gas properties is calculated on a field-by-field basis using the unit-of-production method. Natural gas and NGLs are converted to an oil equivalent, Boe, at the standard rate of six Mcf to one Boe and forty-two gallons to one Boe, respectively. Estimated future dismantlement, restoration and abandonment costs are taken into consideration by this calculation.

Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities are comprised of the following:

	As of March 31, 2014		As of December 31, 2013
	(in thousands)
Accrued drilling, completion and facility costs	$	73,646	$	54,750
Accrued lease operating, gathering, transportation and processing expenses	13,839		17,317
Accrued general and administrative expenses	6,249		14,605
Trade payables and other	35,394		29,256
Total accounts payable and accrued liabilities	$	129,128	$	115,928

Environmental Liabilities. Environmental expenditures that relate to an existing condition caused by past operations and that do not contribute to current or future revenue generation are expensed. Environmental liabilities are accrued when environmental assessments and/or clean-ups are probable, and the costs can be reasonably estimated.

Revenue Recognition. The Company records revenues from the sales of crude oil, natural gas and NGLs when delivery to the purchaser has occurred. The Company uses the sales method to account for gas and NGL imbalances. Under this method, revenue is recorded on the basis of gas and NGLs actually sold by the Company. In addition, the Company records revenues for its share of gas and NGLs sold by other owners that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company also reduces revenues for other owners’ gas and NGLs sold by the Company that cannot be volumetrically balanced in the future due to insufficient remaining reserves. The Company’s remaining over- and under- produced gas and NGLs balancing positions are taken into account in determining the Company’s proved oil, gas and NGL reserves. Imbalances at March 31, 2014 and 2013 were not material.

Derivative Instruments and Hedging Activities. The Company periodically uses derivative financial instruments to achieve a more predictable cash flow from its oil, natural gas and NGL sales by reducing its exposure to price fluctuations. Derivative instruments are recorded at fair market value and are included in the Unaudited Consolidated Balance Sheets as assets or liabilities.

Income Taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when assets are recovered or liabilities are settled. Deferred income taxes also include tax credits and net operating losses that are available to offset future income taxes. Deferred income taxes are measured by applying currently enacted tax rates.

The Company accounts for uncertainty in income taxes for tax positions taken or expected to be taken in a tax return. Only tax positions that meet the more-likely-than-not recognition threshold are recognized.

Earnings/Loss Per Share. Basic net income per common share is calculated by dividing net income attributable to common stock by the weighted average number of common shares outstanding during each period. Diluted net income per common share is calculated by dividing net income attributable to common stock by the weighted average number of common shares outstanding and other dilutive securities. Potentially dilutive securities for the diluted net income per common share calculations consist of nonvested equity shares of common stock, in-the-money outstanding stock options to purchase the Company’s common stock and shares into which the Convertible Notes are convertible.

In satisfaction of its obligation upon conversion of the Convertible Notes, the Company may elect to deliver, at its option, cash, shares of its common stock or a combination of cash and shares of its common stock. As of March 31, 2014, the Company expected to settle the remaining Convertible Notes in cash. Therefore, the treasury stock method was used to measure the potentially dilutive impact of shares associated with that remaining conversion feature. The Company has the right with at least 30 days’ notice to call the Convertible Notes and the holders have the right to require the Company to purchase the notes on March 20, 2015. The Convertible Notes have not been dilutive since their issuance in March 2008 and, therefore, did not impact the diluted net income (loss) per common share calculation for the three months ended March 31, 2014 and 2013. No potential common shares are included in the computation of any diluted per share amount when a net loss exists, as was the case for the three months ended March 31, 2014 and 2013.

The following table sets forth the calculation of basic and diluted loss per share:

	Three Months Ended March 31,
	2014			2013
	(in thousands, except per share amounts)
Net loss	$	(12,749	)	$	(33,151	)
Basic weighted-average common shares outstanding in period	47,890			47,353
Add dilutive effects of stock options and nonvested equity shares of common stock	—			—
Diluted weighted-average common shares outstanding in period	47,890			47,353
Basic net loss per common share	$	(0.27	)	$	(0.70	)
Diluted net loss per common share	$	(0.27	)	$	(0.70	)

New Accounting Pronouncements. In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU 2013-11 is to provide guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard will not have an impact on the Company’s consolidated financial statements.

XML

Guarantor Subsidiaries - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 9.875% Senior Notes	Dec. 31, 2013 9.875% Senior Notes	Mar. 31, 2013 9.875% Senior Notes	Mar. 31, 2014 7.625% Senior Notes	Dec. 31, 2013 7.625% Senior Notes	Mar. 31, 2013 7.625% Senior Notes	Mar. 31, 2014 7.0% Senior Notes	Dec. 31, 2013 7.0% Senior Notes	Mar. 31, 2013 7.0% Senior Notes
Guarantor Subsidiaries [Line Items]
Debt, stated interest rate		9.875%	9.875%	9.875%	7.625%	7.625%	7.625%	7.00%	7.00%	7.00%
Percentage of Guarantor Subsidiaries	100.00%

XML

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Amounts of Derivative Instruments

The following table summarizes the location, as well as the gross and net fair value amounts of all derivative instruments presented on the Unaudited Consolidated Balance Sheets as of the dates indicated.

	As of March 31, 2014
Balance Sheet	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets Presented in the Balance Sheet
	(in thousands)
Derivative assets	$	6,107		$	(6,107	)	(1)	$	—
Deferred financing costs and other noncurrent assets	2,449			(1,224		)	(1)	1,225			(2)
Total derivative assets	$	8,556		$	(7,331	)		$	1,225
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Liabilities Presented in the Balance Sheet
	(in thousands)
Derivative liabilities	$	(26,495	)	$	6,107		(3)	$	(20,388	)
Derivatives and other noncurrent liabilities	(1,459		)	1,224			(3)	(235		)	(4)
Total derivative liabilities	$	(27,954	)	$	7,331			$	(20,623	)
	As of December 31, 2013
Balance Sheet	Gross Amounts of Recognized Assets			Gross Amounts Offset in the Balance Sheet				Net Amounts of Assets Presented in the Balance Sheet
	(in thousands)
Derivative assets	$	8,259		$	(8,086	)	(1)	$	173
Deferred financing costs and other noncurrent assets	3,224			(685		)	(1)	2,539			(2)
Total derivative assets	$	11,483		$	(8,771	)		$	2,712
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset in the Balance Sheet				Net Amounts of Liabilities Presented in the Balance Sheet
	(in thousands)
Derivative liabilities	$	(14,074	)	$	8,086		(3)	$	(5,988	)
Derivatives and other noncurrent liabilities	(697		)	685			(3)	(12		)	(4)
Total derivative liabilities	$	(14,771	)	$	8,771			$	(6,000	)

(1) Amounts are netted against derivative asset balances with the same counterparty, and therefore are presented as a net asset on the Unaudited Consolidated Balance Sheets.

(2) As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $18.3 million and $19.2 million of deferred financing costs and other noncurrent assets, respectively.

(3) Amounts are netted against derivative liability balances with the same counterparty, and therefore are presented as a net liability on the Unaudited Consolidated Balance Sheets.

(4) As of March 31, 2014 and December 31, 2013, this line item on the Unaudited Consolidated Balance Sheets includes $3.1 million and $3.5 million of other noncurrent liabilities, respectively.

Cash Flow Hedge Gains and Losses

The following table summarizes the cash flow hedge gains, net of tax, and their locations on the Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Operations as of the periods indicated:

	Derivatives Qualifying as Cash Flow Hedges	Three Months Ended March 31,
		2014		2013
		(in thousands)
Amount of Gain Reclassified from AOCI into Income (net of tax) (1) (2)	Commodity Hedges	$	97	$	1,292

(1) Gains reclassified from accumulated other comprehensive income ("AOCI") into income are included in the oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Presented net of income tax expense of $0.1 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively.

Financial Instruments for Hedging Volumes

As of March 31, 2014, the Company had financial instruments in place to hedge the following volumes for the periods indicated:

	April – December 2014	For the year 2015	For the  year 2016
Oil (Bbls)	2,769,400	2,524,000	91,000
Natural Gas (MMbtu)	18,485,000	7,300,000	—
Natural Gas Liquids (Bbls)	241,071	—	—

Realized and Unrealized Gains and Losses on Commodity Derivative Instruments

The table below summarizes the commodity derivative gains and losses the Company recognized related to its oil, gas and NGL derivative instruments for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Commodity derivative gain settlements on derivatives designated as cash flow hedges (1)	$	156		$	2,067
Total commodity derivative loss (2)	(25,155		)	(29,851		)

(1) Included in oil, gas and NGL production revenues in the Unaudited Consolidated Statements of Operations.

(2) Included in commodity derivative loss in the Unaudited Consolidated Statements of Operations.

XML

Divestitures (Details) (West Tavaputs [Member], USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
West Tavaputs [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of businesses		$ 308.7
Impairment loss recognized	$ 1.0	$ 209.5

XML

Guarantor Subsidiaries

3 Months Ended

Mar. 31, 2014

Text Block [Abstract]

Guarantor Subsidiaries

Guarantor Subsidiaries

In addition to the Amended Credit Facility, the 7.625% Senior Notes, 7.0% Senior Notes and Convertible Notes, which are registered securities, are jointly and severally guaranteed on a full and unconditional basis by the Company’s 100% owned subsidiaries (“Guarantor Subsidiaries”). Presented below are the Company’s unaudited condensed consolidating balance sheets, statements of operations, statements of other comprehensive income (loss) and statements of cash flows, as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended.

The following unaudited condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Unaudited Consolidated Financial Statements. Investments in the subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate the Company and the Guarantor Subsidiaries are reflected in the intercompany eliminations column.

Condensed Consolidating Balance Sheets

	As of March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Assets:
Current assets	$	158,005		$	362		$	—	$	158,367
Property and equipment, net	2,167,454			114,653			—		2,282,107
Intercompany receivable (payable)	152,350			(152,350		)	—		—
Investment in subsidiaries	(42,853		)	—			42,853		—
Noncurrent assets	19,501			—			—		19,501
Total assets	$	2,454,457		$	(37,335	)	$	42,853	$	2,459,975
Liabilities and Stockholders’ Equity:
Current liabilities	$	227,532		$	1,232		$	—	$	228,764
Long-term debt	1,042,889			—			—		1,042,889
Deferred income taxes	148,894			2,187			—		151,081
Other noncurrent liabilities	40,217			2,099			—		42,316
Stockholders’ equity	994,925			(42,853		)	42,853		994,925
Total liabilities and stockholders’ equity	$	2,454,457		$	(37,335	)	$	42,853	$	2,459,975

	As of December 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Assets:
Current assets	$	154,794		$	2,453		$	—	$	157,247
Property and equipment, net	2,088,591			113,905			—		2,202,496
Intercompany receivable (payable)	155,909			(155,909		)	—		—
Investment in subsidiaries	(44,976		)	—			44,976		—
Noncurrent assets	21,770			—			—		21,770
Total assets	$	2,376,088		$	(39,551	)	$	44,976	$	2,381,513
Liabilities and Stockholders’ Equity:
Current liabilities	$	192,093		$	626		$	—	$	192,719
Long-term debt	979,082			—			—		979,082
Deferred income taxes	159,139			2,187			—		161,326
Other noncurrent liabilities	40,056			2,612			—		42,668
Stockholders’ equity	1,005,718			(44,976		)	44,976		1,005,718
Total liabilities and stockholders’ equity	$	2,376,088		$	(39,551	)	$	44,976	$	2,381,513

Condensed Consolidating Statements of Operations

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations			Consolidated
	(in thousands)
Operating and other revenues	$	121,283		$	6,405		$	—		$	127,688
Operating expenses	(88,782		)	(4,282		)	—			(93,064		)
General and administrative	(15,407		)	—			—			(15,407		)
Interest income and other income (expense)	(42,211		)	—			—			(42,211		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(25,117		)	2,123			—			(22,994		)
Benefit from income taxes	10,245			—			—			10,245
Equity in earnings (loss) of subsidiaries	2,123			—			(2,123		)	—
Net income (loss)	$	(12,749	)	$	2,123		$	(2,123	)	$	(12,749	)

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations			Consolidated
	(in thousands)
Operating and other revenues	$	130,140		$	8,137		$	—		$	138,277
Operating expenses	(112,072		)	(3,847		)	—			(115,919		)
General and administrative	(20,582		)	—			—			(20,582		)
Interest and other income (expense)	(54,354		)	—			—			(54,354		)
Income (loss) before income taxes and equity in earnings of subsidiaries	(56,868		)	4,290			—			(52,578		)
Benefit from income taxes	19,427			—			—			19,427
Equity in earnings (loss) of subsidiaries	4,290			—			(4,290		)	—
Net income (loss)	$	(33,151	)	$	4,290		$	(4,290	)	$	(33,151	)

Condensed Consolidating Statements of Comprehensive Income (Loss)

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries		Intercompany Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(12,749	)	$	2,123	$	(2,123	)	$	(12,749	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(97		)	—		—			(97		)
Other comprehensive loss	(97		)	—		—			(97		)
Comprehensive income (loss)	$	(12,846	)	$	2,123	$	(2,123	)	$	(12,846	)

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries		Intercompany Eliminations			Consolidated
	(in thousands)
Net income (loss)	$	(33,151	)	$	4,290	$	(4,290	)	$	(33,151	)
Other Comprehensive Loss, net of tax:
Effect of derivative financial instruments	(1,292		)	—		—			(1,292		)
Other comprehensive loss	(1,292		)	—		—			(1,292		)
Comprehensive income (loss)	$	(34,443	)	$	4,290	$	(4,290	)	$	(34,443	)

Condensed Consolidating Statements of Cash Flows

	Three Months Ended March 31, 2014
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities	$	68,304		$	6,890		$	—	$	75,194
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(125,284		)	(3,654		)	—		(128,938		)
Additions to furniture, fixtures and other	(274		)	—			—		(274		)
Proceeds from sale of properties and other investing activities	(388		)	—			—		(388		)
Cash flows from financing activities:
Proceeds from debt	65,000			—			—		65,000
Principal and redemption premium payments on debt	(1,137		)	—			—		(1,137		)
Intercompany transfers	3,236			(3,236		)	—		—
Other financing activities	(1,820		)	—			—		(1,820		)
Change in cash and cash equivalents	7,637			—			—		7,637
Beginning cash and cash equivalents	54,545			50			—		54,595
Ending cash and cash equivalents	$	62,182		$	50		$	—	$	62,232

	Three Months Ended March 31, 2013
	Parent Issuer			Guarantor Subsidiaries			Intercompany Eliminations		Consolidated
	(in thousands)
Cash flows from operating activities	$	61,740		$	5,186		$	—	$	66,926
Cash flows from investing activities:
Additions to oil and gas properties, including acquisitions	(104,268		)	(11,056		)	—		(115,324		)
Additions to furniture, fixtures and other	(445		)	—			—		(445		)
Proceeds from sale of properties and other investing activities	6,424			—			—		6,424
Cash flows from financing activities:
Proceeds from debt	25,000			—			—		25,000
Principal and redemption premium payments on debt	(2,241		)	—			—		(2,241		)
Intercompany transfers	(5,870		)	5,870			—		—
Other financing activities	(1,263		)	—			—		(1,263		)
Change in cash and cash equivalents	(20,923		)	—			—		(20,923		)
Beginning cash and cash equivalents	79,395			50			—		79,445
Ending cash and cash equivalents	$	58,472		$	50		$	—	$	58,522