SEC Info - Bill Barrett Corp - ‘10-K’ for 12/31/16

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Bill Barrett Corp – ‘10-K’ for 12/31/16 – ‘EX-99.1’

On: Thursday, 3/2/17, at 5:13pm ET · For: 12/31/16 · Accession #: 1172139-17-41 · File #: 1-32367

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/02/17  Bill Barrett Corp                 10-K       12/31/16   98:14M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.54M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     67K 
 4: EX-21.1     Subsidiaries List                                   HTML     28K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     30K 
 6: EX-23.2     Consent of Experts or Counsel                       HTML     33K 
10: EX-99.1     Miscellaneous Exhibit                               HTML     54K 
 3: EX-12.1     Statement re: Computation of Ratios                 HTML     50K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     33K 
17: R1          Document and Entity Information                     HTML     59K 
18: R2          Consolidated Balance Sheets                         HTML    121K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     44K 
20: R4          Consolidated Statements of Operations               HTML    106K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     45K 
                (Loss)                                                           
22: R6          Consolidated Statements of Cash Flows               HTML    118K 
23: R7          Consolidated Statements of Stockholders’ Equity     HTML     70K 
24: R8          Consolidated Statements of Stockholders' Equity     HTML     32K 
                (Parenthetical)                                                  
25: R9          Organization                                        HTML     33K 
26: R10         Summary of Significant Accounting Policies          HTML    153K 
27: R11         Supplemental Disclosures of Cash Flow Information   HTML     56K 
28: R12         Divestitures                                        HTML     56K 
29: R13         Long-Term Debt                                      HTML    112K 
30: R14         Asset Retirement Obligations                        HTML     57K 
31: R15         Fair Value Measurements                             HTML     87K 
32: R16         Derivative Instruments                              HTML    119K 
33: R17         Income Taxes                                        HTML    122K 
34: R18         Stockholders' Equity                                HTML     74K 
35: R19         Equity Incentive Compensation Plans and Other       HTML    239K 
                Employee Benefits                                                
36: R20         Significant Customers and Other Concentrations      HTML     41K 
37: R21         Commitments and Contingencies                       HTML     56K 
38: R22         Guarantor Subsidiaries                              HTML    379K 
39: R23         Summary of Significant Accounting Policies          HTML    154K 
                (Policies)                                                       
40: R24         Summary of Significant Accounting Policies          HTML    124K 
                (Tables)                                                         
41: R25         Supplemental Disclosures of Cash Flow Information   HTML     55K 
                (Tables)                                                         
42: R26         Divestitures (Tables)                               HTML     42K 
43: R27         Long-Term Debt (Tables)                             HTML     83K 
44: R28         Asset Retirement Obligations (Tables)               HTML     56K 
45: R29         Fair Value Measurements (Tables)                    HTML     73K 
46: R30         Derivative Instruments (Tables)                     HTML    111K 
47: R31         Income Taxes (Tables)                               HTML    117K 
48: R32         Stockholders' Equity (Tables)                       HTML     62K 
49: R33         Equity Incentive Compensation Plans and Other       HTML    220K 
                Employee Benefits (Tables)                                       
50: R34         Commitments and Contingencies (Tables)              HTML     55K 
51: R35         Guarantor Subsidiaries (Tables)                     HTML    381K 
52: R36         Summary of Significant Accounting Policies -        HTML     57K 
                Additional Information (Detail)                                  
53: R37         Summary of Significant Accounting Policies -        HTML     44K 
                Summary of Accounts Receivable (Detail)                          
54: R38         Summary of Significant Accounting Policies - Net    HTML     54K 
                Capitalized Costs and Associated Accumulated                     
                Depreciation, Depletion & Amortization and Non                   
                Cash Impairments (Detail)                                        
55: R39         Summary of Significant Accounting Policies -        HTML     51K 
                Non-Cash Impairment Charges, Included within                     
                Impairment, Dry Hole Costs and Abandonment Expense               
                in Consolidated Statements of Operations (Detail)                
56: R40         Summary of Significant Accounting Policies -        HTML     46K 
                Accounts Payable and Accrued Liabilities (Detail)                
57: R41         Summary of Significant Accounting Policies -        HTML     51K 
                Calculation of Basic and Diluted Earnings (Loss)                 
                Per Share (Detail)                                               
58: R42         Supplemental Disclosures of Cash Flow Information   HTML     49K 
                - Supplemental Cash Flow Information (Detail)                    
59: R43         Divestitures - Additional Information (Detail)      HTML     90K 
60: R44         Long-Term Debt - Outstanding Debt (Detail)          HTML     69K 
61: R45         Long-Term Debt - Additional Information (Detail)    HTML    116K 
62: R46         Long-Term Debt - Cash and Non-Cash Portion of       HTML     49K 
                Interest Expense Related to Long Term Debt                       
                (Detail)                                                         
63: R47         Asset Retirement Obligations - Schedule of Asset    HTML     52K 
                Retirement Obligations (Detail)                                  
64: R48         Fair Value Measurements - Balance Sheet Grouping    HTML     78K 
                (Detail)                                                         
65: R49         Fair Value Measurements - Additional Information    HTML     55K 
                (Detail)                                                         
66: R50         Derivative Instruments - Fair Value Amounts of      HTML     65K 
                Derivative Instruments (Detail)                                  
67: R51         Derivative Instruments - Cash Flow Hedge Gain and   HTML     48K 
                Losses (Detail)                                                  
68: R52         Derivative Instruments - Financial Instruments for  HTML     40K 
                Hedging Volume (Detail)                                          
69: R53         Derivative Instruments - Realized and Unrealized    HTML     37K 
                Gains and Losses on Commodity Derivative                         
                Instruments (Detail)                                             
70: R54         Derivative Instruments - Additional Information     HTML     33K 
                (Detail)                                                         
71: R55         Income Taxes - Additional Information (Detail)      HTML     48K 
72: R56         Income Taxes - Expense for Income Taxes (Detail)    HTML     49K 
73: R57         Income Taxes - Reconciliation of Actual Income Tax  HTML     57K 
                Expense (Detail)                                                 
74: R58         Income Taxes - Components of Deferred Tax Assets    HTML     82K 
                and Deferred Tax Liabilities (Detail)                            
75: R59         Stockholders' Equity - Additional Information       HTML     70K 
                (Detail)                                                         
76: R60         Stockholders' Equity - Schedule of Stockholders     HTML     63K 
                Equity (Detail)                                                  
77: R61         Equity Incentive Compensation Plans and Other       HTML    155K 
                Employee Benefits - Additional Information                       
                (Detail)                                                         
78: R62         Equity Incentive Compensation Plans and Other       HTML     44K 
                Employee Benefits - Non-Cash Stock-Based                         
                Compensation Cost Related to Equity Awards                       
                (Detail)                                                         
79: R63         Equity Incentive Compensation Plans and Other       HTML     61K 
                Employee Benefits - Summary of Share-Based Option                
                Activity (Detail)                                                
80: R64         Equity Incentive Compensation Plans and Other       HTML     56K 
                Employee Benefits - Summary of Nonvested Equity                  
                Shares of Common Stock (Detail)                                  
81: R65         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)                                           
82: R66         Equity Incentive Compensation Plans and Other       HTML     47K 
                Employee Benefits - Summary of Nonvested                         
                Performance-based Cash Units (Details)                           
83: R67         Equity Incentive Compensation Plans and Other       HTML     57K 
                Employee Benefits - Summary of Nonvested                         
                Performance-Based Equity Shares of Common Stock                  
                (Detail)                                                         
84: R68         Equity Incentive Compensation Plans and Other       HTML     45K 
                Employee Benefits - Deferred Compensation                        
                Liability (Detail)                                               
85: R69         Equity Incentive Compensation Plans and Other       HTML     39K 
                Employee Benefits - Deferred Compensation                        
                Investment Assets (Detail)                                       
86: R70         Significant Customers and Other Concentrations -    HTML     37K 
                Additional Information (Detail)                                  
87: R71         Commitments and Contingencies - Additional          HTML     38K 
                Information (Detail)                                             
88: R72         Commitments and Contingencies - Schedule of         HTML     42K 
                Aggregate Undiscounted Minimum Future Lease                      
                Payments (Detail)                                                
89: R73         Commitments and Contingencies - Gross Future        HTML     42K 
                Minimum Transportation Demand and Firm Processing                
                Charges (Detail)                                                 
90: R74         Commitments and Contingencies - Future Minimum      HTML     44K 
                Annual Payments under Drilling, Lease and Other                  
                Agreements (Detail)                                              
91: R75         Guarantor Subsidiaries - Additional Information     HTML     38K 
                (Detail)                                                         
92: R76         Guarantor Subsidiaries - Schedule of Condensed      HTML     85K 
                Consolidating Balance Sheets (Detail)                            
93: R77         Guarantor Subsidiaries - Schedule of Condensed      HTML     67K 
                Consolidating Statements of Operations (Detail)                  
94: R78         Guarantor Subsidiaries - Schedule of Condensed      HTML     55K 
                Consolidating Statements of Comprehensive Income                 
                (Loss) (Detail)                                                  
95: R79         Guarantor Subsidiaries - Schedule of Condensed      HTML     99K 
                Consolidating Statements of Cash Flows (Detail)                  
97: XML         IDEA XML File -- Filing Summary                      XML    176K 
96: EXCEL       IDEA Workbook of Financial Reports                  XLSX    116K 
11: EX-101.INS  XBRL Instance -- bbg-20161231                        XML   3.87M 
13: EX-101.CAL  XBRL Calculations -- bbg-20161231_cal                XML    347K 
14: EX-101.DEF  XBRL Definitions -- bbg-20161231_def                 XML    806K 
15: EX-101.LAB  XBRL Labels -- bbg-20161231_lab                      XML   2.02M 
16: EX-101.PRE  XBRL Presentations -- bbg-20161231_pre               XML   1.30M 
12: EX-101.SCH  XBRL Schema -- bbg-20161231                          XSD    267K 
98: ZIP         XBRL Zipped Folder -- 0001172139-17-000041-xbrl      Zip    327K

‘EX-99.1’ — Miscellaneous Exhibit

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

January 16, 2017

Reserves Committee of Bill Barrett Corporation

c/o Bill Barrett Corporation

1099 18^th Street, Suite 2300

Denver, Colorado 80202

Ladies and Gentlemen:

In accordance with your request, we have audited the estimates prepared by Bill Barrett Corporation (Bill Barrett), as of December 31, 2016 of the proved reserves and future revenue to the Bill Barrett interest in certain oil and gas properties located in Colorado, New Mexico, Utah and Wyoming. It is our understanding that the proved reserves estimated herein constitute all of the proved reserves owned by Bill Barrett. We have examined the estimates with respect to reserves quantities, reserves categorization, future producing rates, future net revenue, and the present value of such future net revenue, using the definitions set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Rule 4-10(a). The estimates of reserves and future revenue have been prepared in accordance with the definitions and regulations of the SEC and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities-Oil and Gas. We completed our audit on or about the date of this letter. This report has been prepared for Bill Barrett for the purpose of fulfilling a requirement of Bill Barrett's revolving credit facility. This report has also been prepared for Bill Barrett's use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

The following table sets forth Bill Barrett's estimates of the net reserves and future net revenue, as of December 31, 2016, for the audited properties:



	Net Reserves			Future Net Revenue (M$)
	Oil	NGL	Gas		Present Worth
Category	(MBBL)	(MBBL)	(MMCF)	Total	at 10%

Proved Developed Producing	16,519.2	6,648.7	45,971.0	387,694.3	259,732.3
Proved Developed Non-Producing	5,229.1	68.9	1,539.4	77,599.3	17,325.7
Proved Undeveloped	9,262.1	4,424.3	28,692.7	155,366.8	52,251.7

Total Proved	31,010.5	11,141.9	76,203.1	620,660.3	329,309.8

Totals may not add because of rounding.

The oil volumes shown include crude oil and condensate. Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

When compared on a lease-by-lease basis, some of the estimates of Bill Barrett are greater and some are less than the estimates of Netherland, Sewell & Associates, Inc. (NSAI). However, in our opinion the estimates shown herein of Bill Barrett's reserves and future revenue are reasonable when aggregated at the proved level and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). Additionally, these estimates are within the recommended 10 percent tolerance threshold set forth in the SPE Standards. We are satisfied with the methods and procedures used by Bill Barrett in preparing the December 31, 2016, estimates of reserves and future revenue, and we saw nothing of an unusual nature that would cause us to take exception with the estimates, in the aggregate, as prepared by Bill Barrett.

The estimates shown herein are for proved reserves. Bill Barrett's estimates do not include probable or possible reserves that may exist for these properties, nor do they include any value for undeveloped acreage beyond those tracts for which proved undeveloped reserves have been estimated. Bill Barrett has included estimates of proved undeveloped reserves for certain locations that generate positive future net revenue but have negative present worth

discounted at 10 percent based on the constant prices and costs discussed in subsequent paragraphs of this letter. These locations have been included based on the operators' intent to drill these wells, as evidenced by Bill Barrett's internal budget, reserves estimates, and price forecast. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

Prices used by Bill Barrett are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2016. For oil and NGL volumes, the average West Texas Intermediate spot price of $42.75 per barrel is adjusted for quality, transportation fees, and market differentials. For gas volumes, the average Henry Hub spot price of $2.481 per MMBTU is adjusted for energy content, transportation fees, and market differentials. We have been informed by Bill Barrett that it is not party to any firm transportation contract for these properties. All prices are held constant throughout the lives of the properties. The average adjusted product prices weighted by production over the remaining lives of the properties are $36.52 per barrel of oil, $9.18 per barrel of NGL, and $2.080 per MCF of gas.

Operating costs used by Bill Barrett are based on historical operating expense records. For the nonoperated properties, these costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels. Operating costs for the operated properties are limited to direct lease- and field-level costs and Bill Barrett's estimate of the portion of its headquarters general and administrative overhead expenses necessary to operate the properties. Operating costs have been divided into field-level costs, per-well costs and per-unit-of-production costs. Capital costs used by Bill Barrett are based on authorizations for expenditure and actual costs from recent activity. Capital costs are included as required for workovers, new development wells, production equipment, and facilities. Operating costs and capital costs are not escalated for inflation. Estimates do not include any salvage value for the lease and well equipment or the cost of abandoning the properties.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, estimates of Bill Barrett and NSAI are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans as provided to us by Bill Barrett, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover the reserves, and that projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental regulations and uncertainties of supply and demand, the sales volumes, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing these estimates.

It should be understood that our audit does not constitute a complete reserves study of the audited oil and gas properties. Our audit consisted primarily of substantive testing, wherein we conducted a detailed review of properties making up 100 percent of the present worth for the total proved reserves. In the conduct of our audit, we have not independently verified the accuracy and completeness of information and data furnished by Bill Barrett with respect to ownership interests, oil and gas production, well test data, historical costs of operation and development, product prices, or any agreements relating to current and future operations of the properties and sales of production. However, if in the course of our examination something came to our attention that brought into question the validity or sufficiency of any such information or data, we did not rely on such information or data until we had satisfactorily resolved our questions relating thereto or had independently verified such information or data. Our audit did not include a review of Bill Barrett's overall reserves management processes and practices.

We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, and analogy, that we considered to be appropriate and necessary to establish the conclusions set forth herein. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

Supporting data documenting this audit, along with data provided by Bill Barrett, are on file in our office. The technical persons primarily responsible for conducting this audit meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. Dan Paul Smith, a Licensed Professional Engineer in the State of Texas, has been practicing consulting petroleum engineering at NSAI since 1980 and has over 7 years of prior industry experience. John G. Hattner, a Licensed Professional Geoscientist in the State of Texas, has been practicing consulting petroleum geoscience at NSAI since 1991 and has over 11 years of prior industry experience. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

Sincerely,

NETHERLAND, SEWELL & ASSOCIATES, INC.

Texas Registered Engineering Firm F-2699

/s/ C.H. (Scott) Rees III

By:

C.H. (Scott) Rees III, P.E.

Chairman and Chief Executive Officer

/s/ Dan Paul Smith /s/ John G. Hattner

By: By:

Dan Paul Smith, P.E. 49093 John G. Hattner, P.G. 559

Senior Vice President Senior Vice President

Date Signed: January 16, 2017 Date Signed: January 16, 2017

DPS:AHA

Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/2/17	8-K
	1/16/17
For Period end:	12/31/16	4
		List all Filings

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