form11-k.htm
 
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C.  20549
   
   
   
   
 
FORM 11-K
   
 
ANNUAL REPORT PURSUANT TO SECTION 15(D)
 
OF THE SECURITIES EXCHANGE ACT OF 1934
   
 (Mark One)
   
[ x ]
Annual report pursuant to Section 15(d) of the Securities
 
Exchange Act of 1934
   
 
For the fiscal year ended December 31, 2009.
   
OR
  
   
[   ]
Transition report pursuant to Section 15(d) of the Securities
 
Exchange Act of l934
   
 
For the transition period from ______ to ________________
   
 
Commission File Number 001-14039
   
A.
Full title of plan and the address of the plan, if different from that
 
of the issuer named below:
   
 
CALLON PETROLEUM COMPANY
 
EMPLOYEE SAVINGS & PROTECTION PLAN
   
B.
Name of the issuer of the securities held pursuant to the plan and the
 
address of its executive office:
   
 
CALLON PETROLEUM COMPANY
 
200 NORTH CANAL STREET
 
NATCHEZ, MISSISSIPPI  39120




 
 
 

The Callon Petroleum Company Employee Savings and Protection Plan (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").  Attached hereto are the financial statements of the Plan for the fiscal year ended December 31, 2009 prepared in accordance with the financial reporting requirements of ERISA.

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND
PROTECTION PLAN
Employer I.D. Number 94-0744280
Plan Number 002

December 31, 2009 and 2008 and
Year Ended December 31, 2009

 
 
 






CONTENTS


   
Report of Independent Registered Public Accounting Firm
1
   
   
Financial Statements
  
   
  Statements of Net Assets Available for Benefits
2
   
  Statement of Changes in Net Assets Available for Benefits
3
   
  Notes to Financial Statements
4 – 11
   
Supplementary Information
  
   
  Schedule of Assets (Held at End of Year)
12 – 14
   

Note:  Supplemental schedules required by the Employee Retirement Income Security Act of 1974 not included herein are deemed not applicable to Callon Petroleum Company Employee Savings and Protection Plan.







 
 
 

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM


To Participants and Plan Administrators
  of the Callon Petroleum Company
  Employee Savings and Protection Plan

We have audited the accompanying statements of net assets available for benefits of the Callon Petroleum Company Employee Savings and Protection Plan (the "Plan") as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) as of December 31, 2009 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule is the responsibility of the Plan's management.  The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.



Ridgeland, Mississippi
June 28, 2010

 
1
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008



 
   
2009
    
2008
  
ASSETS
            
Investments
            
  Participant directed
            
    Pooled separate accounts
   $ 15,590,994     $ 13,411,580  
    Participant loans
     629,310       826,099  
    Employer securities
     1,161,534       500,553  
      Total investments
     17,381,838       14,738,232  
                 
Employer contributions receivable
     50,445       83,549  
Participant contributions receivable
     -       33,055  
      Total receivables
     50,445       116,604  
                 
      Total assets
   $ 17,432,283     $ 14,854,836  
                 
Net assets available for benefits
   $ 17,432,283     $ 14,854,836  



















See accompanying notes.

 
2
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Statement of Changes in Net Assets
Available for Benefits
Year Ended December 31, 2009


Additions to net assets attributed to
      
  Investment income
      
    Net appreciation in fair value of investments
   $ 1,097,677  
    Interest
     39,410  
    Dividends
     283,928  
      Total investment income
     1,421,015  
         
  Contributions
        
    Employer – cash
     506,871  
    Employer – noncash
     195,061  
    Employee
     681,581  
      Total contributions
     1,383,513  
      Total additions
     2,804,528  
         
Deductions from net assets attributed to
        
  Benefits paid to participants
     225,636  
  Administrative and other expenses
     1,445  
      Total deductions
     227,081  
      Net increase
     2,577,447  
         
Net assets available for Plan benefits
        
  Beginning of year
     14,854,836  
         
  End of year
   $ 17,432,283  














See accompanying notes.
 
3
 


CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 1.  Description of the Plan

The following description of the Callon Petroleum Company Employee Savings and Protection Plan (the "Plan") provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General

Employees of Callon Petroleum Company (the "Company") become eligible to participate in the Plan on the first eligibility date of their employment and attainment of age twenty-one.  Eligibility dates are the first day of each month.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

Contributions

Participating employees may make salary deferrals up to the maximum allowable by the Internal Revenue Service and may purchase life insurance.  For the year ended December 31, 2009, the Company contributed a 2.5 percent non-matching contribution in cash and a 2.5 percent non-matching contribution in the form of the Company's common stock for each employee's eligible compensation.  The Company also made a matching contribution at the rate of .625 percent in cash of every 1 percent that was deferred by the participant, limited to a maximum matching contribution by the Company of 5 percent in cash.

Participant Accounts

Each participant's account is credited with the participant's contribution, the Company's matching contribution and earnings thereon and an allocation of the Company's non-matching contribution and Plan earnings.  Allocations are based on participant compensation or account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Investment Options

Participants direct contributions, including employer cash matching contributions, into any of the investment options offered by ING, the Plan custodian.  Participants may change their investment options at any time.

Vesting

Participants are immediately vested in their voluntary contributions plus actual earnings thereon and in the Company's contributions and earnings thereon.



 
4
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 1.  Continued

Participant Loans

Loans are available to participants at a minimum amount of $1,000 and bearing interest at 4.75 percent.  Participants have up to 5 years to repay the loan unless it is for a principal residence, in which case the repayment period is 30 years.  Participants may repay the loan by having the amount withheld from their check each pay period or by submitting the amount to the Company monthly.  Each loan is collateralized by the borrowing participant's vested account balance; however, additional collateral may also be required.  For the years ended December 31, 2009 and 2008, the Plan allowed participants to borrow up to seven loans at a time, which consist of five regular loans and two residential loans.  The maximum of any new loans, when added to the outstanding balance of all other loans from the Plan, is limited to the lesser of (a) $50,000 reduced by the excess, if any, of the participant's highest outstanding balance of loans from the Plan during the one-year period ending on the day before the date of the new loan over the participant's current outstanding balance of loans as of the date of the new loan or (b) one-half of the participant's vested interest in the Plan.

Payment of Benefits

Upon termination of service, a participant may elect to (a) receive a lump sum equal to the value of the participant's vested interest in his or her account or (b) receive installments over a period not to exceed the employee's and beneficiary's assumed life expectancy.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.


Note 2.  Summary of Significant Accounting Principles

Basis of Presentation

The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

 
5
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 2.  Continued

Investment Valuation and Income Recognition

All Plan investments as of December 31, 2009 and 2008 are held by ING, the Plan custodian.  Investments are reported at fair value.  Participant loans are valued at their outstanding principal balances, which approximates fair value.  Fair value is 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.  See note 8 for discussion of fair value measurements.

Investment security transactions are accounted for on the date the securities are purchased or sold (trade date).  Interest income is recorded as it is earned.  Dividends are recorded on the ex-dividend date.  Realized and unrealized gains and losses on the Plan's investments bought and sold as well as held during the year are included in net appreciation or depreciation in the fair value of investments at year-end in the statement of changes in net assets available for benefits.

Payment of Benefits

Benefits are recorded when paid.

Administrative Expenses

The Company absorbs substantially all administrative expenses of the Plan.  The Company paid approximately $25,000 for administrative expenses for 2009.

Impact of Recently Issued Accounting Standards

The Financial Accounting Standards Board ("FASB") approved the FASB Accounting Standards Codification (the "ASC") as the single source of authoritative nongovernmental U.S. GAAP as of July 1, 2009.  The ASC is effective for interim and annual periods ending after September 15, 2009.  The ASC reorganizes the many U.S. GAAP pronouncements into approximately 90 accounting topics, with all topics using a consistent structure.  The ASC does not change or alter existing GAAP and did have any impact on the Plan's financial statements, except to update the references to authoritative standards.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, codified in ASC Topic 740.  This standard clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes a recognition threshold and measurement attribute for tax positions taken or expected to be taken on a tax return including the entity's status as a tax-exempt entity.  Additionally, ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Plan adopted this standard effective January 1, 2009.  The Plan had no significant uncertain tax positions at the date of adoption or at December 31, 2009.

 
6
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 2.  Continued

Accordingly, the adoption did not have a material effect on the Plan's financial position or changes in net assets.  If interest and penalties are incurred related to uncertain tax positions, such amounts are recognized in income tax expense.  Tax periods for all fiscal years after 2006 remain open to examination by the federal and state taxing jurisdictions to which the Plan is subject.


Note 3.  Investments

The following table presents the fair value of the Plan's investments that represent 5 percent or more of the Plan's net assets at December 31, 2009 or 2008.

   
2009
    
2008
  
Pooled separate accounts
            
   ING Fixed Account
   $ 8,494,622     $ 7,851,218  
Employer securities
                
   Callon Petroleum Company Stock
   $ 1,161,534     $ 500,553  
                 
Participant loans
   $ 629,310     $ 826,099  

The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated $1,097,677 during the year ended December 31, 2009 as follows:

Pooled separate accounts
   $ 1,497,291  
         
Employer securities
        
   Callon Petroleum Company stock
     (399,614 )
         
   Net appreciation in fair value of investments
   $ 1,097,677  


Note 4.  Tax Status of Plan

The trust established under the Plan to hold the Plan's assets is qualified pursuant to the appropriate section of the Internal Revenue Code, and accordingly, the trust's net investment income is exempt from income taxes.  The Plan has obtained a favorable tax determination letter from the Internal Revenue Service.  Although the Plan has been amended since receiving the determination letter, the Plan's administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.


 
7
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 5.  Related Party Transactions

The investments in pooled separate accounts are managed by ING.  ING is the custodian of the Plan assets as defined by the Plan and, therefore, transactions in these investments, as well as investments in employer securities and participant loans, qualify as exempt party-in-interest transactions.  Fees paid by the Plan to ING for certain administrative services totaled $1,445 for the year ended December 31, 2009.


Note 6.  Risks and Uncertainties

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.


Note 7.  Reconciliation of Financial Statements to Form 5500

The financial information included in the Plan's Form 5500 is reported on the cash basis of accounting.  Therefore, the following reconciliation is included to reconcile the net assets available for benefits and the net increase in net assets available for benefits per the financial statements to the Form 5500.

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

   
December 31,
  
   
2009
    
2008
  
Net assets available for benefits per the financial statements
   $ 17,432,283     $ 14,854,836  
                 
Employer contribution receivable
     (50,445 )     (83,549 )
Participant contribution receivable
     -       (33,055 )
                 
Net assets available for benefits per the Form 5500
   $ 17,381,838     $ 14,738,232  


 
8
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 7.  Continued

The following is a reconciliation of net increase in net assets available for benefits per the financial statements to the Form 5500:

   
Year Ended
  
   
December 31,
  
   
2009
  
Net increase in net assets available for benefits per the financial statements
   $ 2,577,447  
Less current year contribution receivable
     (50,445 )
Plus prior year contribution receivables
     116,604  
Net increase in net assets available for benefits per the Form 5500
   $ 2,643,606  


Note 8.  Fair Value Measurements

FASB ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), establishes a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques 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).  The three levels of the fair value hierarchy under ASC 820 are described as follows:
 
 
·
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
 
 
·
Level 2 Inputs to the valuation methodology include:  quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means.  If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
 
 
·
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.



 
9
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 8.  Continued

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2009 and 2008.

Pooled Separate Accounts: Valued at the accumulated unit value ("AUV") of shares held by the Plan at year-end.

Employer Securities: The common stocks are valued at the closing price reported on the active market on which the individual securities are traded.

Participant Loans: Valued at amortized cost, which approximates fair value.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31, 2009:

Assets at fair value as of December 31, 2009:

   
Level 1
    
Level 2
    
Level 3
  
  Pooled separate accounts
        
 
    
 
  
    Fixed account
   $ -     $ 8,494,622     $ -  
    Money market
     -       124,130       -  
    Bonds
     -       487,720       -  
    Asset allocation
     -       1,694,618       -  
    Balanced
     -       512,542       -  
    Large-cap value
     -       917,732       -  
    Large-cap growth
     -       1,307,557       -  
    Small/Mid/Specialty
     -       1,273,281       -  
    Global/International
     -       778,792       -  
  Participant loans
     -       -       629,310  
  Employer securities
     -       1,161,534       -  
                         
      Total assets at fair value
   $ -     $ 16,752,528     $ 629,310  



 
10
 

CALLON PETROLEUM COMPANY
EMPLOYEE SAVINGS AND PROTECTION PLAN
Year Ended December 31, 2009


NOTES TO FINANCIAL STATEMENTS
 
Note 8.  Continued

The following table sets forth a summary of changes in the fair value of the Plan's level 3 assets for the year ended December 31, 2009.

   
Participant
  
   
Loans
  
Balance, beginning of year
   $ 826,099  
Purchases, sales, issuances and settlements, net
     (196,789 )
Balance, end of year
   $ 629,310  

Assets at fair value as of December 31, 2008:

   
Level 1
    
Level 2
    
Level 3
  
  Pooled separate accounts
              
 
  
    Fixed account
   $ -     $ 7,851,218     $ -  
    Money market
     -       127,594       -  
    Bonds
     -       240,094       -  
    Asset allocation
     -       1,354,233       -  
    Balanced
     -       424,318       -  
    Large-cap value
     -       654,361       -  
    Large-cap growth
     -       1,089,505       -  
    Small/Mid/Specialty
     -       1,087,828       -  
    Global/International
     -       582,429       -  
  Participant loans
     -       -       826,099  
  Employer securities
     -       500,553       -  
                         
      Total assets at fair value
   $ -     $ 13,912,133     $ 826,099  

The following table sets forth a summary of changes in the fair value of the Plan's level 3 assets for the year ended December 31, 2008.

   
Participant
  
   
Loans
  
Balance, beginning of year
   $ 932,753  
Purchases, sales, issuances and settlements, net
     (106,654 )
Balance, end of year
   $ 826,099  

 
11
 

CALLON PETROLEUM COMPANY
  
EMPLOYEE SAVINGS AND PROTECTION PLAN
  
Employer Identification Number 94-0744280
  
Plan Number: 002
  
Schedule H, line 4(i)
  
Schedule of Assets (Held at End of Year)
  
December 31, 2009
  
             
             
   
(c) Description of Investment,
        
 
(b) Identity of Issue,
Including Maturity Date,
        
 
 Borrower, Lessor
Rate of Interest, Collateral,
    
(e) Current
  
(a)
 or Similar Party
Par or Maturity Value
(d) Cost
  
Value
  
 
Pooled accounts
          
 
  *ING
Fixed Account
     $ 8,494,622  
               
 
  *ING
VP Money Market Portfolio
          
   
  10,208.765 shares
       124,130  
               
 
  *ING
GNMA Income Fund
          
   
 1,907.277 shares
       27,375  
               
 
  *ING
PIMCO Total Return Portfolio
          
   
  9,296.061 shares
       140,825  
               
 
  Pioneer
High Yield Fund
          
   
  18,760.189 shares
       319,520  
               
 
  *ING
Van Kampen Equity & Income Fund
          
   
  11,061.471 shares
       145,406  
               
 
  *ING
VP Strategic Allocation Moderate
          
   
  3,019.007 shares
       32,634  
               
 
  *ING
VP Strategic Allocation Conservative
          
   
  7,022.696 shares
       83,625  
               
 
  Oppenheimer
Capital Income Fund
          
   
  34,489.224 shares
       367,136  
               
 
  Alliance Bernstein
VPS Growth and Income Portfolio
          
   
  43,664.435 shares
       446,571  
               
 
  *ING
Van Kampen Comstock Portfolio
          
   
  18,376.228 shares
       220,318  
               
 
  *ING
VP Index Plus Large-Cap Portfolio
          
   
  31,414.365 shares
       250,843  

 
12
 


   
(c) Description of Investment,
        
 
(b) Identity of Issue,
Including Maturity Date,
        
 
 Borrower, Lessor
Rate of Interest, Collateral,
    
(e) Current
  
(a)
 or Similar Party
Par or Maturity Value
(d) Cost
  
Value
  
             
 
  Fidelity
VIP Growth Portfolio
        
   
  127,342.071 shares
       783,388  
               
 
  Fidelity
VIP II Contrafund
          
   
  34,352.213 shares
       430,553  
               
 
  *ING
T. Rowe Price Growth Equity Portfolio
          
   
  10,162.452 shares
       93,616  
               
 
  Baron
Growth Fund
          
   
  13,150.097 shares
     $ 216,495  
               
 
  Fidelity
Advisor Mid-Cap Fund
          
   
  9,764.490 shares
       106,268  
               
 
  Franklin
Balance Sheet Investment Fund
          
   
  3,188.654 shares
       51,455  
               
 
  Franklin
Small-Mid-Cap Growth Fund
          
   
  21,066.328 shares
       151,662  
               
 
  *ING
American Century Small-Cap Value Portfolio
        
   
  4,003.775 shares
       63,916  
               
 
  *ING
VP Index Plus Small-Cap Portfolio
          
   
  2,951.747 shares
       41,186  
               
 
  Lord Abbett
Mid-Cap Value Fund
          
   
  10,039.453 shares
       136,093  
               
 
  Jennison
Equity Opportunity Fund
          
   
  39,811.987 shares
       506,206  
               
 
  *ING
VP International Value Portfolio
          
   
  33,180.402 shares
       472,796  
               
 
  *ING
Oppenheimer Global Portfolio
          
   
  14,973.515 shares
       219,692  
               
 
  Templeton
Growth Fund
          
   
  6,108.334 shares
       86,304  
               
 
  *ING
Solution 2015 Portfolio
          
   
  41,618.553 shares
       459,117  

 
13
 


   
(c) Description of Investment,
        
 
(b) Identity of Issue,
Including Maturity Date,
        
 
 Borrower, Lessor
Rate of Interest, Collateral,
    
(e) Current
  
(a)
 or Similar Party
Par or Maturity Value
(d) Cost
  
Value
  
             
 
  *ING
Solution 2025 Portfolio
        
   
  61,131.684 shares
       650,399  
               
 
  *ING
Solution 2035 Portfolio
          
   
  21,398.029 shares
       229,045  
               
 
  *ING
Solution 2045 Portfolio
          
   
  525.437 shares
     $ 5,611  
               
 
  *ING
Solution Income Portfolio
          
   
  20,687.037 shares
       234,187  
               
   
Total pooled accounts
       15,590,994  
               
 
  *Participant Loans
4.75 percent interest rate, maturity of up to
          
   
5 years, with residential loans maturing in
          
   
30 years
       629,310  
               
               
 
  *Callon Petroleum Company
Employer securities
          
 
 
774,356.240 shares
       1,161,534  
               
          $ 17,381,838  
               
               
               
 
*  Denotes party-in-interest
            
               
 
(d) Cost information is omitted due to transactions being participant or beneficiary directed
  
 
      under an individual account plan.
          
               
               


 
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SIGNATURES



The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.


CALLON PETROLEUM COMPANY
    
(Registrant)
    
     
     
Date:  June 28, 2010
  
/s/ Fred L. Callon
   
Fred L. Callon
   
President and Chief Executive Officer
   
on behalf of the registrant and as the
   
principal financial officer



 
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EXHIBIT INDEX





Exhibit Index                         Description
----------------                          ---------------------------------------------------------------------
  
   
23.1                                       Consent of HORNE LLP, independent registered public
  
                                                 accounting firm
  

 



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