10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(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.

EXPLANATORY NOTE

The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014, originally filed with the Securities and Exchange Commission on May 2, 2014, is to correct a typographical error in Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I, Item 1 of the Form 10-Q.

No other changes have been made to the Form 10-Q. This amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q that may have been affected by subsequent events.

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.]

Exhibit Number	Description of Exhibits
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.]
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

* Exhibit was previously filed as an exhibit to the Form 10-Q.

3

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 21, 2014	By:	/s/ R. Scot Woodall
			R. Scot Woodall
			Chief Executive Officer and President
			(Principal Executive Officer)
Date:	May 21, 2014	By:	/s/ Robert W. Howard
			Robert W. Howard
			Chief Financial Officer
			(Principal Financial Officer)

4

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	[2]	$ 25,344,000	[2]	$ 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	[2]	0	[2]		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	[2]	25,344,000	[2]		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 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.

[3] 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.

[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.

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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

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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.

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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

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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.

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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

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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.

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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

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

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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

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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)

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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

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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)

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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