20161231 - Form 11-K

































Callon Petroleum

Company Employee

Savings and Protection Plan

Employer I.D. Number 94-0744280

Plan Number:  002



Financial Statements

Years Ended December 31, 2016 and 2015






 

Table of Contents









 



Page(s)

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



 

Supplementary Information

 



 

   Schedule of Assets (Held at End of Year)

10



 

Signature

12



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.



 


 

Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Participants and Plan Administrator

Callon Petroleum Company Employee Savings and Protection Plan



We have audited the accompanying statements of net assets available for benefits of Callon Petroleum Company Employee Savings and Protection Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plans 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) (PCAOB). Those standards require that we plan and perform the audit 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, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.



The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016 has been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plans management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.





/s/ HORNE LLP

Ridgeland, Mississippi

June 19, 2017



 

1


 

Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Statements of Net Assets Available for Benefits

December 31, 2016 and 2015







 

 

 

 

 

 



 

 

 

 

 

 



 

 

2016

 

 

2015

ASSETS

 

 

 

 

 

 

Investments

 

 

 

 

 

 

  Participant directed

 

 

 

 

 

 

     Mutual funds, at fair value

 

$

13,799,947 

 

$

     Pooled separate accounts, at fair value

 

 

 

 

12,238,508 

     Guaranteed investment contract, at contract value

 

 

6,938,915 

 

 

8,950,891 

     Company stock unit fund, at fair value

 

 

6,508,897 

 

 

4,146,429 

        Total investments

 

 

27,247,759 

 

 

25,335,828 

Receivables

 

 

 

 

 

 

  Notes receivable from participants

 

 

294,198 

 

 

387,157 

  Employer contribution receivable

 

 

57,440 

 

 

55,002 

        Total receivables

 

 

351,638 

 

 

442,159 

Net assets available for benefits

 

$

27,599,397 

 

$

25,777,987 



See accompanying notes.



2


 

Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Statement of Changes in Net Assets

Available for Benefits

Year Ended December 31, 2016 







 

 

 



 

 

 



 

 

2016

Additions to net assets attributed to

 

 

 

  Investment income

 

 

 

     Net appreciation in fair value of investments

 

$

3,980,048 

     Dividends

 

 

798,219 

        Total investment income

 

 

4,778,267 



 

 

 

  Interest income on notes receivable from participants

 

 

14,412 



 

 

 

  Contributions

 

 

 

     Employer – cash

 

 

751,410 

     Employer – stock

 

 

297,240 

     Employee – rollovers

 

 

68,043 

     Employee

 

 

948,819 

        Total contributions

 

 

2,065,512 

        Total additions

 

 

6,858,191 



 

 

 

Deductions from net assets attributed to

 

 

 

  Benefits paid to participants

 

 

4,994,864 

  Deemed distributions

 

 

38,293 

  Administrative expenses

 

 

3,624 

     Total deductions

 

 

5,036,781 

     Net increase

 

 

1,821,410 



 

 

 

Net assets available for Plan benefits

 

 

 

  Beginning of year

 

 

25,777,987 

  End of year

 

$

27,599,397 



See accompanying notes.



 

3


 

Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Year Ended December 31, 2016

 



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 Plans provisions.



General



Employees of Callon Petroleum Company (the Company) become eligible to participate in the Plan on the first day of the month following six months of service 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).



Voya Financial Partners, LLC (“Voya”) served as the Plan custodian as of December 31, 2015. Effective December 1, 2016, the responsibilities of the Plan custodian were transferred to Fidelity Management Trust Company, (“Fidelity”).



Contributions



Employee contributions/deferrals. Each participant may make voluntary before-tax or Roth contributions of 1% to 99% of his or her qualified yearly earnings as defined by the Plan, subject to Internal Revenue Code (IRC) limitations for the current year. Employees at least 50 years of age are permitted to contribute additional amounts, or catch-up contributions, of his or her qualified yearly earnings up to a prescribed maximum in addition to the voluntary before-tax, Roth, and after-tax maximums.



Employer non-matching and matching contributions.  For the year ended December 31, 2016, the Company contributed, in relation to each participating employees eligible compensation, a 2.5%  non-matching contribution in cash and a 2.5% non-matching contribution in the form of the Companys stock unit fund. The Company also made a matching contribution at the rate of 0.625%  in cash for every 1%  that the participant deferred, limited to a maximum matching contribution by the Company of 5%  in cash.



Rollover contributions



At the discretion of the Plan administrator, a participant in the Plan who is currently employed may be permitted to deposit into the Plan distributions received from other plans and certain IRAs. Such a deposit is called a rollover. This rollover is accounted for in a rollover account, and is 100% vested by the depositing participant. The participant may withdraw amounts in the rollover account only when an otherwise allowable distribution is permitted under the Plan.



Participant accounts



Each participants account is credited with the participants salary deferral, the Companys matching and non-matching contributions, and an allocation of the Plan earnings thereon. 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 participants vested account balance.



Investment options



Contributions are directed by participants, including employer cash matching and non-matching contributions, into any of the investment options offered.  Participants may change their investment options at any time.



Vesting



Participants are immediately vested in all contributions to the Plan made on their behalf including their voluntary contributions plus actual earnings thereon and in the Companys contributions and earnings thereon.

4


 

Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Year Ended December 31, 2016

 



Notes receivable from participants



Notes receivable from participants (loans) are available to participants at a minimum amount of $1,000.  Loans bear interest at a fixed rate, which is comprised of the U.S. Prime Interest Rate plus a 1% adjustment factor. At December 31, 2016, the U.S. Prime Interest Rate was 3.75%. Participants have up to five years to repay the loan unless it is for a principal residence, in which case the repayment period is up to 10 years. Participants may repay the loan by having an amount withheld from their compensation each pay period. Each loan is collateralized by the borrowing participants vested account balance; however, additional collateral may also be required at the discretion of the Plan administrator. The Plan allows participants to have up to three loans consisting of three regular loans or two regular loans and one residential loan. The maximum amount of any new loans, when added to the outstanding balance of existing loans from the Plan, is limited to the lesser of (a) $50,000 reduced by the excess, if any, of the participants highest outstanding balance of loans from the Plan during the preceding twelve month period or (b) one-half of the participants vested interest in qualifying investments within the Plan.



Payment of benefits 



Benefits in the form of distributions are paid from the vested portion of a participants balance (1) upon termination, (2) normal retirement, (3) disability, (4) death of the participant, or (5) under certain, limited circumstances, in-service withdrawals, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate and heavy financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the Internal Revenue Service (IRS) and all requirements must be met before requesting a hardship withdrawal. Upon termination of service, a participant may elect to (a) receive a lump sum equal to the value of the participants vested interest in his or her account (b) receive installments over a period not to exceed the participants or beneficiarys assumed life expectancy or (c) receive a partial withdrawal.



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 Policies



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 (“GAAP”). Certain prior year amounts may have been reclassified to conform to current year presentation.



Use of estimates



The preparation of financial statements in conformity with GAAP 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.



Investment valuation and  income recognition



All Plan investments were held by Fidelity, the Plan custodian, as of December 31, 2016 and Voya, the former Plan custodian, as of December 31, 2015. Investments are reported at fair value (except for the fully benefit responsive investment contract, which is reported at contract 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.



5


 

Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Year Ended December 31, 2016

 

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 Plans investments bought and sold as well as held during the year are included in net appreciation in fair value of investments in the statement of changes in net assets available for benefits.



Notes receivable from participants



Loans are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2016. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.



Payment of benefits



Benefits are recorded when paid.



Administrative expenses



Certain expenses for maintaining the Plan are paid directly by the Company and are excluded from these financial statements. Fees related to the administration of notes receivable and payment of benefits are charged directly to the participants account and are included in administrative expenses. The participants incurred expense of $3,624 for fees related to the administration of notes receivable from participants and payment of benefits.



Recently adopted accounting pronouncements



In June 2015, the FASB issued accounting standards update No. 2015-10, Technical Corrections and Improvements (“ASU 2015-10”). The standard will affect a wide variety of topics in the FASB Accounting Standards Codification (the “Codification”) and is intended to make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. As of January 1, 2016, the Plan adopted this ASU, which did not have a material impact on its financial statements.



In July 2015, the Financial Accounting Standards Board (“FASB”) issued accounting standards update No. 2015-12,  Plan AccountingDefined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965):  (i.) Fully Benefit-Responsive Investment Contracts, (ii.) Plan Investment Disclosures, and (iii.) Measurement Date Practical Expedient (“ASU 2015-12”). The standard is intended to reduce complexity in employee benefit plan accounting. As of January 1, 2016, the Plan adopted this ASU, which did not have a material impact on its financial statements.



 



Note 3.  Company Stock Unit Fund



The value of a unit of the Company stock unit fund reflected the market value of shares of Callon Petroleum Company’s common stock (“Company Stock”), which is valued at the closing price reported on the active market on which Company Stock is traded, and cash held by the fund in a stock purchase account (“SPA”). As of December 31, 2016,  the Company stock unit fund was made up of 423,407 shares of Company Stock and $1,131 in the SPA. As of December 31, 2015, the Company stock unit fund reflected  a combination of the market value of shares of Company Stock and short-term investments, consisting of 487,540 shares of Company Stock and $80,334 in short-term investments. 



 




 

Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Year Ended December 31, 2016

Note 4.  Tax Status of Plan



The trust established under the Plan to hold the Plans assets is qualified pursuant to the appropriate section of the IRC, and accordingly, the trusts net investment income is exempt from income taxes. The Plan has obtained a favorable tax determination letter from the IRS dated September 1, 2014. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.



The Plan had no uncertain tax positions at December 31, 2016 or 2015. 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 2012 remain open to examination by the federal and state taxing jurisdictions to which the Plan is subject.



Note 5.  Related Party Transactions



The investments in mutual funds and the guaranteed investment contract are managed by Fidelity.  Fidelity is the custodian of the Plan assets and therefore, transactions in these investments, as well as investments in employer securities and notes receivable from participants, qualify as exempt party-in-interest transactions.



Fees for certain administrative services are paid by the Plan. No fees were paid to Fidelity for the period of December 1, 2016 through December 31, 2016 and $3,624 in fees were paid to Voya for the period of January 1, 2016 through November 30, 2016.



 

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 Plans Form 5500 is reported on the cash basis of accounting. Therefore, reconciliations are 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,



 

2016

 

2015

Net assets available for benefits per the financial statements

 

$

27,599,397 

 

$

25,777,987 

  Employer contribution receivable

 

 

(57,440)

 

 

(55,002)

Net assets available for benefits per the Form 5500

 

$

27,541,957 

 

$

25,722,985 



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



 

 

 

 

 

 



 

 

 

 

Year Ended



 

 

 

 

December 31, 2016

Net increase in net assets available for benefits per the financial statements

 

 

 

 

$

1,821,410 

  Less:  Current year employer contribution receivable

 

 

 

 

 

(57,440)

  Plus:  Prior year employer contribution receivable

 

 

 

 

 

55,002 

Net increase in net assets available for benefits per the Form 5500

 

 

 

 

$

1,818,972 











 



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Table of Contents

CALLON PETROLEUM COMPANY

EMPLOYEE SAVINGS AND PROTECTION PLAN

Year Ended December 31, 2016

Note 8.  Fair Value Measurements



The fair value hierarchy outlined in the relevant accounting guidance gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable, and these valuations have the lowest priority.



The following is a description of the valuation methodologies used for assets measured at fair value on a recurring basis. There have been no changes in the methodologies used at December 31, 2016 and 2015.



Pooled separate accounts  (PSA):  PSAs are made up of a wide variety of underlying investments such as equities, preferred stock, bonds, real estate and mutual funds. The accumulated unit value (AUV) of a PSA is based on the market value of its underlying investments but the PSA AUV is not a publicly quoted price in an active market. Therefore, the AUV is used as a practical expedient to estimate fair value (Level 2).



Mutual funds: Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price (Level 1).



Company stock unit fundAs of December 31, 2016, the value of a unit of the Company stock unit fund reflects the market value of Company common stock, which is valued at the closing price reported on the active market on which the Company’s common stock are traded, and cash held by the fund in a stock purchase account (“SPA”) on the same date (Level 1).  Trading activity can result in fractional shares that are not recognized by the market. These fractional shares are instead invested as cash in the SPA and utilized to facilitate transaction activity in the Company stock unit fund.



As of December 31, 2015, the value of a unit of the Company stock unit fund reflected the combined value of Company common stock, which was valued at the closing price reported on the active market on which the individual securities were traded, and cash held by the fund on the same date. The cash buffer maintained in the Company stock unit fund, which was determined by Voya Retirement Insurance and Annuity Company, based on a specific formula, typically ranged between 1% and 3% of the total value of the stock fund, and had a target buffer of 2% (Level 2).



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 Plans assets at fair value as of December 31, 2016:



 

 

 

 

 

 

 

 

 



 

 

Level 1

 

 

Level 2

 

 

Level 3

Mutual funds

 

$

13,799,947 

 

$

 

$

Company stock unit fund

 

 

6,508,897 

 

 

 

 

  Total assets, at fair value

 

$

20,308,844 

 

$

 

$



The following table sets forth by level, within the fair value hierarchy, the Plans assets at fair value as of December 31, 2015:



 

 

 

 

 

 

 

 

 



 

 

Level 1

 

 

Level 2

 

 

Level 3

Pooled separate accounts

 

$

 

$

12,238,508 

 

$

Company stock unit fund

 

 

 

 

4,146,429 

 

 

  Total assets, at fair value

 

$

 

$

16,384,937 

 

$















 

Note 9.  Guaranteed Investment Contract (GIC)



As of December 31, 2016, the Plan maintained one GIC related investment option, the Federated Capital Preservation Fund.  The contract underlying this investment option is considered to be fully benefit-responsive in accordance with ASC Topic 962.



Federated Investors Trust Company's determination of credited interest rates reflects a number of factors, including mortality and expense risks, interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains and/or losses realized on the sale of invested assets. A market value adjustment may apply to amounts withdrawn at the request of the contract holder. The underlying contract has no restrictions on the use of Plan assets and there are no valuation reserves recorded to adjust contract amounts.



Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following: (i) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan) (ii) changes to Plans prohibition on competing investment options or deletion of equity wash provisions; or (iii) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan administrator does not believe that the occurrence of any such value event, which would limit the Plans ability to transact at contract value with participants, is probable. The underlying contract has no restrictions on the use of Plan assets and there are no valuation reserves recorded to adjust contract amounts.


 

Table of Contents





 

 

 

 

 

 

 

 

 

 





 

 

 

 

 

 

 

 

 



 

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, 2016



 

 

 

 

 

 

 

 

 

(a)

 

(b)
Identity of Issue, Borrower, Lessor or Similar Party

 

(c)
Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value

 

(d)
Cost

 

 

(e)
Current Value



 

Guaranteed investment contract

 

 

 

 

 

 

 



 

Federated

 

Capital Preservation Fund R6

 

 

 

$

6,938,915 



 

 

 

693,891.469 shares

 

 

 

 

 



 

Mutual funds

 

 

 

 

 

 

 



 

Natixis Funds

 

Loomis Sayles Growth Fund Class Y

 

 

 

 

1,851,101 



 

 

 

154,387.092 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2035 Fund

 

 

 

 

1,516,499 



 

 

 

93,093.8290 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Vanguard

 

500 Index Fund Admiral Class

 

 

 

 

1,359,696 



 

 

 

6,582.2530 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2025 Fund

 

 

 

 

1,012,865 



 

 

 

65,346.1440 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2045 Fund

 

 

 

 

878,847 



 

 

 

56,264.197 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Eaton Vance

 

Atlanta Capital SMID-Cap Fund Class I

 

 

 

 

775,175 



 

 

 

27,833.939 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Vanguard

 

Total Bond Market Index Fund Admiral Shares

 

 

 

 

717,732 



 

 

 

67,392.623 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

QM U.S. Small-Cap Growth Equity Fund

 

 

 

 

672,118 



 

 

 

23,500.637 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2030 Fund

 

 

 

 

624,891 



 

 

 

27,735.960 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Invesco

 

Diversified Dividend Fund Class Y

 

 

 

 

601,547 



 

 

 

31,135.966 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Columbia

 

Mid Cap Value A

 

 

 

 

532,661 



 

 

 

36,408.835 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

BlackRock

 

Global Dividend Fund

 

 

 

 

480,293 



 

 

 

40,091.194 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

American Funds

 

EuroPacific Growth Fund R6

 

 

 

 

347,968 



 

 

 

7,725.760 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Pioneer Investments

 

Bond Fund Class K

 

 

 

 

347,258 



 

 

 

36,097.534 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2055 Fund

 

 

 

 

346,811 



 

 

 

26,333.437 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Vanguard

 

Mid-Cap Index Fund Admiral Shares

 

 

 

 

311,415 



 

 

 

1,911.224 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 

9


 

Table of Contents



 

T. Rowe Price

 

Retirement 2015 Fund

 

 

 

 

276,190 



 

 

 

19,477.397 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Federated

 

Government Obligations Fund Institutional Shares

 

 

 

 

189,572 



 

 

 

189,101.660 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2050 Fund

 

 

 

 

175,711 



 

 

 

13,372.227 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Vanguard

 

Small-Cap Index Fund Admiral Shares

 

 

 

 

171,114 



 

 

 

2,770.179 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

American Century Investments

 

Real Estate Fund Investor Class

 

 

 

 

144,012 



 

 

 

5,126.817 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

BlackRock

 

High Yield Bond Portfolio Institutional Shares

 

 

 

 

131,402 



 

 

 

17,199.243 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2040 Fund

 

 

 

 

98,049 



 

 

 

4,224.441 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

MFS

 

International New Discovery R6

 

 

 

 

70,107 



 

 

 

2,520.922 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Vanguard

 

Total International Stock Index Admiral

 

 

 

 

67,704 



 

 

 

2,748.823 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Dimensional Fund Advisors

 

U.S. Targeted Value Portfolio Institutional Class

 

 

 

 

64,096 



 

 

 

2,669.571 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

PIMCO

 

Real Return Fund Institutional Class

 

 

 

 

23,786 



 

 

 

2,178.168 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

PIMCO

 

Foreign Bond (USD-Hedged) I

 

 

 

 

7,317 



 

 

 

699.509 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

T. Rowe Price

 

Retirement 2005 Fund

 

 

 

 

4,010 



 

 

 

311.822 shares

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

 

 

Total mutual funds

 

 

 

 

13,799,947 



 

 

 

 

 

 

 

 

 

*

 

Fidelity

 

Company stock unit fund

 

 

 

 

6,508,897 



 

 

 

423,407.073 shares

 

 

 

 

 



 

 

 

Total investments

 

 

 

 

27,247,759 



 

 

 

 

 

 

 

 

 

*

 

Notes receivable from participants

 

4.25% to 4.75% fixed rate interest, maturity of up to 5 years, with residential loans maturing in 10 years

 

 

 

 

294,198 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

$

27,541,957 



 

 

 

 

 

 

 

 

 

*Denotes party-in-interest

 

 

 

 

 

 

 



Note: Cost information is omitted due to transactions being participant or beneficiary directed under an individual account plan.







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Table of Contents

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)





.

 

 

June 19, 2017

 

/s/ Joseph C. Gatto, Jr.



 

Joseph C. Gatto, Jr.



 

President, Chief Executive Officer and



 

Chief Financial Officer









 

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Table of Contents

EXHIBIT INDEX









 

 

Exhibit

 

Description

23.1

 

Consent of HORNE LLP , independent registered public accounting firm



 

 





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