Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.50M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 428K
Liquidation or Succession
3: EX-10.12 Material Contract HTML 72K
5: EX-21.1 Subsidiaries List HTML 28K
6: EX-23.1 Consent of Experts or Counsel HTML 29K
7: EX-23.2 Consent of Experts or Counsel HTML 33K
11: EX-99.1 Miscellaneous Exhibit HTML 59K
12: EX-99.2 Miscellaneous Exhibit HTML 43K
4: EX-12.1 Statement re: Computation of Ratios HTML 51K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
10: EX-32 Certification -- §906 - SOA'02 HTML 32K
19: R1 Document and Entity Information HTML 59K
20: R2 Consolidated Balance Sheets HTML 123K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
22: R4 Consolidated Statements of Operations HTML 107K
23: R5 Consolidated Statements of Comprehensive Income HTML 41K
(Loss)
24: R6 Consolidated Statements of Cash Flows HTML 113K
25: R7 Consolidated Statements of Stockholders? Equity HTML 69K
26: R8 Organization HTML 32K
27: R9 Summary of Significant Accounting Policies HTML 151K
28: R10 Supplemental Disclosures of Cash Flow Information HTML 51K
29: R11 Divestitures HTML 58K
30: R12 Long-Term Debt HTML 121K
31: R13 Asset Retirement Obligations HTML 56K
32: R14 Fair Value Measurements HTML 114K
33: R15 Derivative Instruments HTML 110K
34: R16 Income Taxes HTML 129K
35: R17 Stockholders' Equity HTML 75K
36: R18 Equity Incentive Compensation Plans and Other HTML 253K
Employee Benefits
37: R19 Significant Customers and Other Concentrations HTML 41K
38: R20 Commitments and Contingencies HTML 55K
39: R21 Guarantor Subsidiaries HTML 393K
40: R22 Summary of Significant Accounting Policies HTML 150K
(Policies)
41: R23 Summary of Significant Accounting Policies HTML 123K
(Tables)
42: R24 Supplemental Disclosures of Cash Flow Information HTML 50K
(Tables)
43: R25 Divestitures (Tables) HTML 40K
44: R26 Long-Term Debt (Tables) HTML 85K
45: R27 Asset Retirement Obligations (Tables) HTML 55K
46: R28 Fair Value Measurements (Tables) HTML 100K
47: R29 Derivative Instruments (Tables) HTML 97K
48: R30 Income Taxes (Tables) HTML 121K
49: R31 Stockholders' Equity (Tables) HTML 60K
50: R32 Equity Incentive Compensation Plans and Other HTML 235K
Employee Benefits (Tables)
51: R33 Commitments and Contingencies (Tables) HTML 53K
52: R34 Guarantor Subsidiaries (Tables) HTML 394K
53: R35 Summary of Significant Accounting Policies - HTML 48K
Additional Information (Detail)
54: R36 Summary of Significant Accounting Policies - HTML 44K
Summary of Accounts Receivable (Detail)
55: R37 Summary of Significant Accounting Policies - Net HTML 54K
Capitalized Costs and Associated Accumulated
Depreciation, Depletion & Amortization and Non
Cash Impairments (Detail)
56: R38 Summary of Significant Accounting Policies - HTML 45K
Non-Cash Impairment Charges, Included within
Impairment, Dry Hole Costs and Abandonment Expense
in Consolidated Statements of Operations (Detail)
57: R39 Summary of Significant Accounting Policies - HTML 49K
Accounts Payable and Accrued Liabilities (Detail)
58: R40 Summary of Significant Accounting Policies - HTML 50K
Calculation of Basic and Diluted Earnings (Loss)
Per Share (Detail)
59: R41 Supplemental Disclosures of Cash Flow Information HTML 45K
- Supplemental Cash Flow Information (Detail)
60: R42 Divestitures - Additional Information (Detail) HTML 94K
61: R43 Long-Term Debt - Outstanding Debt (Detail) HTML 73K
62: R44 Long-Term Debt - Additional Information (Detail) HTML 137K
63: R45 Long-Term Debt - Cash and Non-Cash Portion of HTML 46K
Interest Expense Related to Long Term Debt
(Detail)
64: R46 Asset Retirement Obligations - Schedule of Asset HTML 52K
Retirement Obligations (Detail)
65: R47 Fair Value Measurements - Balance Sheet Grouping HTML 67K
(Detail)
66: R48 Fair Value Measurements - Nonrecurring (Details) HTML 67K
67: R49 Fair Value Measurements - Additional Information HTML 52K
(Detail)
68: R50 Derivative Instruments - Fair Value Amounts of HTML 64K
Derivative Instruments (Detail)
69: R51 Derivative Instruments - Financial Instruments for HTML 40K
Hedging Volume (Detail)
70: R52 Income Taxes - Additional Information (Detail) HTML 56K
71: R53 Income Taxes - Expense for Income Taxes (Detail) HTML 45K
72: R54 Income Taxes - Reconciliation of Actual Income Tax HTML 59K
Expense (Detail)
73: R55 Income Taxes - Components of Deferred Tax Assets HTML 84K
and Deferred Tax Liabilities (Detail)
74: R56 Stockholders' Equity - Additional Information HTML 73K
(Detail)
75: R57 Stockholders' Equity - Schedule of Stockholders HTML 67K
Equity (Detail)
76: R58 Equity Incentive Compensation Plans and Other HTML 165K
Employee Benefits - Additional Information
(Detail)
77: R59 Equity Incentive Compensation Plans and Other HTML 44K
Employee Benefits - Non-Cash Stock-Based
Compensation Cost Related to Equity Awards
(Detail)
78: R60 Equity Incentive Compensation Plans and Other HTML 60K
Employee Benefits - Summary of Share-Based Option
Activity (Detail)
79: R61 Equity Incentive Compensation Plans and Other HTML 56K
Employee Benefits - Summary of Nonvested Equity
Shares of Common Stock (Detail)
80: R62 Equity Incentive Compensation Plans and Other HTML 56K
Employee Benefits - Summary of Nonvested Equity
Shares of Common Stock Issued for Payment of
Director Fees (Detail)
81: R63 Equity Incentive Compensation Plans and Other HTML 47K
Employee Benefits - Summary of Nonvested
Performance-based Cash Units (Details)
82: R64 Equity Incentive Compensation Plans and Other HTML 65K
Employee Benefits - Summary of Nonvested
Performance-Based Equity Shares of Common Stock
(Detail)
83: R65 Equity Incentive Compensation Plans and Other HTML 44K
Employee Benefits - Deferred Compensation
Liability (Detail)
84: R66 Equity Incentive Compensation Plans and Other HTML 38K
Employee Benefits - Deferred Compensation
Investment Assets (Detail)
85: R67 Significant Customers and Other Concentrations - HTML 36K
Additional Information (Detail)
86: R68 Commitments and Contingencies - Additional HTML 39K
Information (Detail)
87: R69 Commitments and Contingencies - Schedule of HTML 39K
Aggregate Undiscounted Minimum Future Lease
Payments (Detail)
88: R70 Commitments and Contingencies - Gross Future HTML 40K
Minimum Transportation Demand and Firm Processing
Charges (Detail)
89: R71 Commitments and Contingencies - Future Minimum HTML 46K
Annual Payments under Drilling, Lease and Other
Agreements (Detail)
90: R72 Guarantor Subsidiaries - Additional Information HTML 39K
(Detail)
91: R73 Guarantor Subsidiaries - Schedule of Condensed HTML 98K
Consolidating Balance Sheets (Detail)
92: R74 Guarantor Subsidiaries - Schedule of Condensed HTML 73K
Consolidating Statements of Operations (Detail)
93: R75 Guarantor Subsidiaries - Schedule of Condensed HTML 50K
Consolidating Statements of Comprehensive Income
(Loss) (Detail)
94: R76 Guarantor Subsidiaries - Schedule of Condensed HTML 99K
Consolidating Statements of Cash Flows (Detail)
96: XML IDEA XML File -- Filing Summary XML 171K
95: EXCEL IDEA Workbook of Financial Reports XLSX 117K
13: EX-101.INS XBRL Instance -- bbg-20171231 XML 4.06M
15: EX-101.CAL XBRL Calculations -- bbg-20171231_cal XML 349K
16: EX-101.DEF XBRL Definitions -- bbg-20171231_def XML 885K
17: EX-101.LAB XBRL Labels -- bbg-20171231_lab XML 2.12M
18: EX-101.PRE XBRL Presentations -- bbg-20171231_pre XML 1.37M
14: EX-101.SCH XBRL Schema -- bbg-20171231 XSD 283K
97: ZIP XBRL Zipped Folder -- 0001172139-18-000043-xbrl Zip 341K
This Clawback Policy (this “Policy”) has been adopted by the Compensation Committee of the Board of Directors (the “Committee”) of Bill Barrett Corporation (the “Company”) effective as of November 6, 2014 (the “Effective Date”). The purpose of this Policy is to provide the Committee with the ability to recover “Incentive Compensation” (as defined below) upon the occurrence of certain
events, defined as “Triggering Events”; specifically:
•
In the event of a restatement of the financial or operating results of the Company, the Company may seek recovery of incentive compensation that would not otherwise have been paid to a “Covered Employee” (as defined below) if the correct performance data had been used to determine the amount payable. The policy is intended to support the Company’s compliance with applicable laws, including incentive-based
compensation recovery requirements set forth in Section 10D of the Securities Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
•
In the event of an act of “Misconduct” (as defined below) by a Covered Employee, the Company may seek recovery of incentive compensation that such Covered Employee was awarded within a specified time period following such Misconduct and cause the forfeiture of such Covered Employee’s outstanding incentive awards.
The
Company’s Board of Directors or the Committee shall have full authority to interpret and enforce the Policy.
For purposes of this policy, “Company” shall include any subsidiary or affiliate of the Company.
Covered Employees
For purposes of this Policy, “Covered Employee” is defined as executive officers and former executive officers of the Company, as determined pursuant to Rule 3b-7 under the Securities Exchange Act of 1934, as amended, and any other employee of the Company
and its subsidiaries designated by the Board or the Committee.
Incentive Compensation
For purposes of this Policy, “Incentive Compensation” means (1) the amount of (or payment or value received with respect to) a Covered Employee’s annual incentive awards under the Company’s Performance Cash Bonus Plan; (2) the stock options, stock appreciation rights, restricted stock or units, and performance-based equity or equity-based awards (or any amount attributable to such awards) to the Covered Employee under the Company’s Equity Incentive Plan or other long-term incentive program;
and (3) any other incentive-based compensation in respect of any Company plan or agreement.
Recovery Due to a Restatement of Financial or Operating Results
If the Committee determines that incentive compensation of a Covered Employee was overpaid, in whole or in part, as a result of a restatement of the reported financial or operating results of the Company due to material non-compliance with financial reporting requirements (unless due to a change in accounting
Exhibit 99.2
policy or applicable law), the Committee will review the
incentive compensation paid, granted, vested or accrued based on the prior inaccurate results.
To the extent practicable, and as permitted by applicable law, the Committee will determine, in its discretion, whether to seek to recover or cancel the excess, if any, of (i) any incentive compensation paid or accrued based on the belief that the Company had met or exceeded performance targets that would not have been met had the data been accurate, over (ii) the incentive compensation that would have been paid or granted to the Covered Employee, or the incentive compensation in which the Covered Employee would have vested, had the actual payment, granting or vesting been calculated based on the accurate data or restated results, as applicable (the “Overpayment”).
The
Committee may make determinations of Overpayment at any time through the end of the third fiscal year following the year for which the inaccurate performance criteria were measured; provided, that if steps have been taken within such period to restate the Company’s financial or operating results, the time period shall be extended until such restatement is completed.
In making the determination referred to in the preceding sentence, the Committee shall take into account such factors as it deems appropriate, including (i) whether the Covered Employee has engaged in misconduct or negligent conduct that caused or contributed to the restatement of the Company’s reported financial or operating results, and (ii) the
amount of the Overpayment.
Recovery Due to Misconduct
If the Committee determines that a Covered Employee who was awarded Incentive Compensation has committed an act constituting Misconduct, the Committee may, in its sole discretion, take remedial action against such Covered Employee, including (i) the recovery of any or all of the Incentive Compensation that such Covered Employee was awarded and paid during the period commencing thirty-six (36) months immediately prior to the date of Misconduct and ending thirty-six (36) months following such Misconduct, and (ii) the cancellation of some or all the Covered Employee’s then outstanding vested but unsettled Incentive Compensation awards and outstanding unvested Incentive Compensation awards.
For
purposes of this policy, Misconduct shall be defined as: (i) conviction of, or plea of nolo contendere to, a felony (excluding motor vehicle violations); (ii) theft or embezzlement, or attempted theft or embezzlement, of money or property or assets of the Company; (iii) illegal use of drugs; (iv) material breach of the Covered Employee’s employment agreement or any employment-related undertakings provided in a writing signed by the Covered Employee prior to or concurrently with his or her employment agreement; (v) gross negligence or willful misconduct in the performance of the Covered Employee’s duties; (vi) breach of any fiduciary duty owed to the Company, including, without limitation, engaging in competitive acts while employed by the
Company; or (vii) the Covered Employee’s willful refusal to perform the assigned duties for which the Covered Employee is qualified as directed by the Covered Employee’s supervising officer or the Board.
Recovery Process
If the Committee determines to seek recovery of a Covered Employee’s Incentive Compensation under this policy, the Company shall have the right to demand that the Covered Employee repay such Incentive Compensation to the Company. In addition, the Committee may seek to recover any shares issued in connection with such Incentive Compensation and to require the Covered Employee to pay to the
Company the proceeds resulting from the sale or other disposition of shares issued upon the exercise of options or the settlement or vesting of equity awards.
Exhibit 99.2
To the extent the Covered Employee does not reimburse the Company for the demanded Incentive Compensation, the Company shall have the right to sue for repayment, and enforce the repayment through the reduction or cancellation of outstanding and future incentive compensation. To the extent any shares have been issued under vested awards or such shares have been sold by the Covered Employee, the
Company shall have the right to cancel any other outstanding stock-based awards with a value equivalent to the Overpayment, as determined by the Committee.
No Additional Payments
In no event shall the Company be required to award Covered Employees an additional payment if the restated or accurate financial results would have resulted in a higher incentive compensation payment.
Administration of Policy
The Committee and the Board have the exclusive power and authority to administer this Policy, including, without limitation, the right and power to interpret the provisions of this Policy and
to make all determinations deemed necessary or advisable for the administration of this Policy, including, without limitation, any determination as to: (a) whether a Triggering Event has occurred; (b) whether Misconduct has occurred; (c) whether any Covered Employee has engaged in an act constituting Misconduct; and (d) what constitutes Incentive Compensation. All such actions, interpretations and determinations that are taken or made by the Committee and the Board in good faith will be final, conclusive and binding.
Committee Determination Final
Any determination by the Committee (or by any officer of the Company to whom enforcement authority has been delegated) with respect to this Policy shall be final, conclusive and binding
on all interested parties.
Amendment and Termination
The Committee may at any time in its sole discretion supplement or amend any provision of this Policy in any respect, terminate this Policy in whole or part, or adopt a new policy relating to recovery of incentive compensation with such terms as the Committee and the Board determine in their sole discretion to be appropriate.
Application of Policy
This Policy applies to all incentive compensation granted, paid or credited by the Company, except to the extent prohibited by applicable law or any other legal obligation of
the Company. Application of the Policy does not preclude the Company from taking any other action to enforce a Covered Employee’s obligations to the Company, including termination of employment or institution of civil or criminal proceedings.
Other Laws
The Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or right of offset against any Covered Employee that is required pursuant to any statutory repayment requirement (regardless of whether implemented at any time prior to or following the adoption of the Policy).
Dates Referenced Herein and Documents Incorporated by Reference
