Fair Value Measurements

The Company measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the following levels of the fair value hierarchy:



Level 1		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2		Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3		Measurement based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable for objective sources (i.e., supported by little or no market activity).

Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values, stated below, considers the market for the Company’s financial assets and liabilities, the associated credit risk and other factors. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The Company has assets and liabilities classified in each level of the hierarchy as of December 31, 2013 or 2012, as described below.

Level 1 Fair Value Measurements

Restricted deposits. The fair value of restricted deposits invested in mutual funds or municipal bonds is based on quoted market prices. For restricted deposits held in savings accounts, carrying value approximates fair value. Restricted deposits are included in other assets in the accompanying consolidated balance sheets.

Investments. The fair value of investments, consisting of assets attributable to the Company’s non-qualified deferred compensation plan, is based on quoted market prices. Investments are included in other assets in the accompanying consolidated balance sheets.

Level 2 Fair Value Measurements

Derivative contracts. The fair values of the Company’s oil and natural gas fixed price swaps, oil and natural gas collars and interest rate swap are based upon inputs that are either readily available in the public market, such as oil and natural gas futures prices, volatility factors, interest rates and discount rates, or can be corroborated from active markets. Fair value is determined through the use of a discounted cash flow model or option pricing model using the applicable inputs, discussed above. The Company applies a weighted average credit default risk rating factor for its counterparties or gives effect to its credit default risk rating, as applicable, in determining the fair value of these derivative contracts. Credit default risk ratings are based on current published credit default swap rates.

Level 3 Fair Value Measurements

Derivative contracts. The fair value of the Company’s oil basis swaps outstanding at December 31, 2012 was based upon quotes obtained from counterparties to the derivative contracts. These values were reviewed internally for reasonableness through the use of a discounted cash flow model using non-exchange traded regional pricing information. Additionally, the Company applied a weighted average credit default risk rating factor for its counterparties or gave effect to its credit risk, as applicable, in determining the fair value of these derivative contracts. The significant unobservable input used in the fair value measurement of the Company’s oil basis swaps is the estimate of future oil basis differentials. Significant increases (decreases) in oil basis differentials could result in a significantly higher (lower) fair value measurement. The significant unobservable inputs and the range and weighted average of these inputs used in the fair value measurements of the Company’s oil basis swaps at December 31, 2012 are included in the table below. All of the outstanding oil basis swaps at December 31, 2012 contractually matured during 2013.



Unobservable Input	Range			Weighted Average	Fair Value
	(Price per Bbl)				(In thousands)
Oil basis differential forward curve	$10.00	–	$21.98	$14.74	$	(512	)

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis by the fair value hierarchy (in thousands):

December 31, 2013



	Fair Value Measurements						Netting(1)			Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3		Netting(1)			Assets/Liabilities at Fair Value
Assets
Restricted deposits	$	27,955	$	—	$	—	$	—		$	27,955
Commodity derivative contracts	—		50,274		—		(23,369		)	26,905
Investments	13,708		—		—		—			13,708
	$	41,663	$	50,274	$	—	$	(23,369	)	$	68,568
Liabilities
Commodity derivative contracts	$	—	$	78,200	$	—	$	(23,369	)	$	54,831
	$	—	$	78,200	$	—	$	(23,369	)	$	54,831

December 31, 2012



	Fair Value Measurements						Netting(1)			Assets/Liabilities at Fair Value
	Level 1		Level 2		Level 3		Netting(1)			Assets/Liabilities at Fair Value
Assets
Restricted deposits	$	27,947	$	—	$	—	$	—		$	27,947
Commodity derivative contracts	—		130,220		183		(35,764		)	94,639
Investments	10,348		—		—		—			10,348
	$	38,295	$	130,220	$	183	$	(35,764	)	$	132,934
Liabilities
Commodity derivative contracts	$	—	$	107,321	$	695	$	(35,764	)	$	72,252
Interest rate swap	—		2,395		—		—			2,395
	$	—	$	109,716	$	695	$	(35,764	)	$	74,647

____________________

(1)Represents the impact of netting assets and liabilities with counterparties with which the right of offset exists.

The table below sets forth a reconciliation of the Company’s commodity derivative contracts measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2011, 2012 and 2013 (in thousands):



	Commodity Derivative Contracts			Interest Rate Swaps
	Commodity Derivative Contracts			Interest Rate Swaps			Total
Balance of Level 3 at December 31, 2010	$	(205,860	)	$	(16,694	)	$	(222,554	)
Gain (loss) on derivative contracts	44,075			(3,168		)	40,907
Cash paid on settlements	50,713			9,414			60,127
Transfers(1)	106,820			10,448			117,268
Balance of Level 3 at December 31, 2011	$	(4,252	)	$	—		$	(4,252	)
Loss on derivative contracts	(5,460		)	—			(5,460		)
Purchases	5,697			—			5,697
Cash paid on settlements	3,503			—			3,503
Balance of Level 3 at December 31, 2012	$	(512	)	$	—		$	(512	)
Loss on derivative contracts	(133		)	—			(133		)
Cash paid on settlements	645			—			645
Balance of Level 3 at December 31, 2013	$	—		$	—		$	—

____________________

(1)

Fair values related to the Company’s oil and natural gas fixed price swaps, natural gas collars and interest rate swap were transferred from Level 3 to Level 2 in the fourth quarter of 2011 due to enhancements to the Company’s internal valuation process, including the use of observable inputs to assess the fair value. During the years ended December 31, 2013 and 2012, the Company did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements.

The Company recognizes transfers between fair value hierarchy levels as of the end of the reporting period in which the event or change in circumstances causing the transfer occurred.

Losses due to changes in fair value of the Company’s Level 3 commodity derivative contracts outstanding at December 31, 2012 were $0.5 million for the year ended December 31, 2012. These amounts have been included in loss (gain) on derivative contracts in the accompanying consolidated statements of operations. There were no outstanding Level 3 commodity derivative contracts at December 31, 2013.

See Note 13 for further discussion of the Company’s derivative contracts.

Fair Value of Financial Instruments

The Company measures the fair value of its senior notes using pricing for the Company’s senior notes that is readily available in the public market. The Company classifies these inputs as Level 2 in the fair value hierarchy. The estimated fair values and carrying values of the Company’s senior notes at December 31, 2013 and 2012 were as follows (in thousands):



	December 31, 2013				December 31, 2012
	Fair Value		Carrying Value		Fair Value		Carrying Value
9.875% Senior Notes due 2016(1)	$	—	$	—	$	392,913	$	356,657
8.0% Senior Notes due 2018	—		—		790,313		750,000
8.75% Senior Notes due 2020(2)	486,000		444,736		490,500		444,127
7.5% Senior Notes due 2021(3)	1,230,813		1,178,922		1,257,250		1,179,328
8.125% Senior Notes due 2022	795,000		750,000		823,125		750,000
7.5% Senior Notes due 2023(4)	837,375		821,249		882,750		820,971

____________________


(1)	Carrying value is net of $8,843 discount at December 31, 2012.


(2)	Carrying value is net of $5,264 and $5,873 discount at December 31, 2013 and 2012, respectively.


(3)	Carrying value includes a premium, applicable to notes issued in August 2012, of $3,922 and $4,328 at December 31, 2013 and 2012, respectively.


(4)	Carrying value is net of $3,751 and $4,029 discount at December 31, 2013 and 2012, respectively.

See Note 12 for discussion of the Company’s long-term debt, including the purchase, redemption and issuance of senior notes in 2012 and 2013.

Fair Value of Non-Financial Assets and Liabilities

See Note 3 for information regarding the Company’s valuation of its acquisitions and Note 8 for discussion of the Company’s impairment valuation.