Filed by: Callon Petroleum Company  Pursuant to Rule 425 under the  Securities Act of 1933  and deemed filed pursuant to 14a‐12  under the Securities Exchange Act of 1934  Subject Company: Carrizo Oil & Gas, Inc.  Commission File No.: 000‐29187‐87      On November 18, 2019, Callon Petroleum Company (“Callon”) posted the following investor presentation:     


 
CALLON ACQUISITION OF CARRIZO: AMENDED MERGER AGREEMENT November 2019


 
IMPORTANT DISCLOSURES No Offer or Solicitation Communications herein do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Communication herein do not constitute a notice of redemption with respect to or an offer to purchase or sell (or the solicitation of an offer to purchase or sell) any preferred stock of Carrizo Oil & Gas, Inc. Additional Information and Where to Find It In connection with the proposed transaction, Callon Petroleum Company ("Callon") has filed, and the Securities and Exchange Commission (the "SEC") has declared effective, a registration statement on Form S- 4 (the "Registration Statement"), which contains a joint proxy statement of Callon and Carrizo that also constitutes a prospectus of Callon. This communication is not a substitute for the joint proxy statement/prospectus or the Registration Statement or for any other document that Callon or Carrizo may file with the SEC and/or send to Callon's shareholders and/or Carrizo's shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF CALLON AND CARRIZO ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY CALLON AND CARRIZO WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLON, CARRIZO AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the Registration Statement and joint proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Callon and Carrizo with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Callon will be available free of charge from Callon's website at www.callon.com under the "Investors" tab or by contacting Callon's Investor Relations Department at (281) 589-5200 or [email protected]. Copies of documents filed with the SEC by Carrizo will be available free of charge from Carrizo's website at www.carrizo.com under the "Investor Relations" tab or by contacting Carrizo's Investor Relations Department at (713) 328-1055 or [email protected]. Participants in the Proxy Solicitation Callon, Carrizo and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Callon's shareholders and Carrizo's shareholders in connection with the proposed transaction. Information regarding the executive officers and directors of Callon is included in its definitive proxy statement for its 2019 annual meeting filed with the SEC on March 27, 2019. Information regarding the executive officers and directors of Carrizo is included in its definitive proxy statement for its 2019 annual meeting filed with the SEC on April 2, 2019. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above. Cautionary Statement Regarding Forward-Looking Information Certain statements in this communication concerning the proposed transaction, including any statements regarding the expected timetable for completing the proposed Carrizo transaction, the results, effects, benefits and synergies of the proposed transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Callon's or Carrizo's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, failure to obtain the required votes of Callon's shareholders or Carrizo's shareholders to approve the transaction and related matters; whether any redemption of Carrizo's preferred stock will be necessary or will occur prior to the closing of the transaction; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Callon and Carrizo; the effects of the business combination of Callon and Carrizo, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity prices; and the risks of oil and gas activities. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters. 2


 
IMPORTANT DISCLOSURES (CONTINUED) Additional factors that could cause results to differ materially from those described above can be found in Callon's Annual Report on Form 10-K for the year ended December 31, 2018 and in its subsequent Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, the quarter ended June 30, 2019, and the quarter ended September 30, 2019 each of which is on file with the SEC and available from Callon's website at www.callon.com under the "Investors" tab, and in other documents Callon files with the SEC, and in Carrizo's Annual Report on Form 10-K for the year ended December 31, 2018 and in its subsequent Quarterly Reports on Form 10-Q for the quarter ended March 31, 2019, the quarter ended June 30, 2019, and the quarter ended September 30, 2019 each of which is on file with the SEC and available from Carrizo's website at www.carrizo.com under the "Investor Relations" tab, and in other documents Carrizo files with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Callon nor Carrizo assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Supplemental Non-GAAP Financial Measures This presentation includes non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDAX, Net Debt to LQA Adjusted EBITDA, Free Cash Flow and other measures identified as non-GAAP. Reconciliations are available in the Appendix. EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We define EBITDA as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization, asset retirement obligation accretion expense, (gains) losses on derivative instruments excluding net settled derivative instruments, impairment of oil and natural gas properties, non-cash equity based compensation and other operating expenses. Management also uses adjusted EBITDAX, which reflects adjusted EBITDA plus exploration and abandonment expense. Management believes EBITDA is useful because it allows it to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We exclude the items listed above from net income in arriving at EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of EBITDA. Our presentation of EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Net Debt to Last Quarter Annualized (“LQA”) Adjusted EBITDA is a non-GAAP measure. The Company defines Net Debt to LQA Adjusted EBITDA as the sum of total long-term debt less unrestricted cash and cash equivalents (as determined under U.S. GAAP), divided by the Company’s current quarter annualized Adjusted EBITDA inclusive of pro-forma results from its disposition completed in the current period. The Company presents these metrics to help evaluate its capital structure, financial leverage, and forward-looking cash profile. The Company believes that that these metrics are widely used by industry professionals, research and credit analysts, and lending and rating agencies in the evaluation of total leverage. Free Cash Flow is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements to assess our liquidity. We define free cash flow as net cash provided by operating activities before changes in working capital less capital expenditures (inclusive of operational capital expenditures, seismic, leasehold and other expenditures, as well as capitalized general and administrative expense and capitalized interest expense). Management believes that free cash flow provides useful information in assessing the impact of our ability to generate cash flow in excess of capital requirements and to return cash to shareholders. Free cash flow should not be considered an alternative to net cash provided by operating activities or any other GAAP measures. We have not provided a reconciliation of projected free cash flow to projected net cash provided by operating activities and capital expenditures used in net cash provided by investing activities, the most comparable financial measures calculated in accordance with GAAP. We are unable to project net cash provided by operating activities for any future period because such metric includes the impact of changes in operating assets and liabilities related to the timing of cash receipts and disbursements that may not relate to the period in which the operating activities occurred. We are unable to project these timing differences with any reasonable degree of accuracy without unreasonable efforts such as predicting the timing of our and our customers' payments, with accuracy to a specific day, months in advance. 3


 
AMENDED AGREEMENT CREATES VALUE FOR BOTH SHAREHOLDERS THE BOARDS OF DIRECTORS OF BOTH CALLON AND CARRIZO HAVE UNANIMOUSLY SUPPORTED THE INDUSTRIAL AND FINANCIAL MERITS OF THE REVISED TRANSACTION ▪ Low premium, all-stock consideration of 1.75 shares of Callon “Since announcing the transaction, we have had common stock for each share of Carrizo extensive and valued dialogue with our shareholders, who have expressed support for the industrial logic and strategic merits of this transaction. In recognition of ▪ Amended exchange ratio results in ~29 million fewer shares issued evolving investor expectations for a successful combination in the current environment, we have agreed ▪ 7% premium based on undisturbed share prices prior to the first to revised terms with Carrizo that enable value-creation announcement on July 12 opportunities for both shareholder bases.” ▪ Increases Callon shareholder ownership of the pro forma company to 58% - Joe Gatto, ▪ Additional revisions President and CEO of Callon ▪ Lowered authorized share request by 30% ▪ Amended Callon severance plan to exclude executive officers resulting in removal of advisory vote on compensation “We continue to be very excited to join forces with Callon ▪ Reduced Carrizo break-up fee to $20 million (<1% of EV) and believe, in light of today's market environment, the revised terms offer compelling near and long-term value ▪ Increased Callon fee for “naked no vote” by $2.5 million for Carrizo shareholders. We believe that a combination with Callon creates the most value for our shareholders. ▪ Timing and next steps Under the revised terms of the merger, Carrizo shareholders will have meaningful participation in the ▪ Callon and Carrizo shareholder votes to be held on upside of a strong company that reflects current investor December 20th priorities, and benefits from the enhanced operational efficiencies needed to be a low-cost producer in today's dynamic pricing environment.” ▪ Closing expected shortly after shareholder votes - S.P. “Chip” Johnson, IV, President and CEO of Carrizo 4


 
CREATING A STRONGER COMBINED COMPANY INCREASED SCALE PERMIAN - DELAWARE 2x Core Delaware Basin Footprint >17 Years Permian Inventory >107 Mboed Production (3Q19) >$1.2B Q3 2019 Annualized Adj. EBITDA (1) FINANCIAL STRENGTH Incremental Free Cash Flow in 2020 (2) 2020E Capital Allocation: ~$100MM ~50% <2.0x Target Leverage by Year-End 2020 EAGLE FORD PERMIAN - MIDLAND $ / Barrel Corporate 2020 Free Cash Flow ~$50 Breakeven, Down from $55 Standalone VALUE CREATION >10% Production CAGR through 2021 Annual Synergies by 2021 (70% by >$100MM 2020) 2020E Capital Allocation: 2020E Capital Allocation: ~25% ~25% Cash Return on Capital Invested by >15% 2020 ~200,000 Net Acres and Over 100,000 Boepd 1. Adjusted EBITDA is a non-GAAP financial measure; please refer to the Important Disclosures for a definition on Adjusted EBITDA as calculated by Callon and the Appendix for reconciliation. 2. Free cash flow calculated as cash flow from operations less capex, capitalized G&A, capitalized interest, contingency payments. Includes $72.5mm of G&A and operational synergies in 2020. Assumes pricing $55/bbl oil and $2.75/mmbtu gas with strip differentials. 5


 
SELF-FUNDED, HIGH-MARGIN OIL GROWTH COMPANY MORE ATTRACTIVE COMBINED ASSET BASE WITH FREE CASH FLOW TO DEVELOP DEEP PERMIAN INVENTORY ▪ Accelerated value realization from deep drilling inventory in the Permian ▪ Significant scale improves operating flexibility in the Permian ▪ Long-term growth driver; increases high-return, oil-weighted drilling inventory ▪ Southern Delaware position increased 2x allowing for capital efficiencies, shared infrastructure and enhanced data capture ▪ Complementary high-margin, free cash flow generating asset with best-in-class acreage in the Eagle Ford ▪ Mature, low operational risk basin with predictable and repeatable well results ▪ Asset in “maintenance mode” generates significant free cash flow ▪ Significant existing production and low base decline accelerates sustainable free cash flow generation and complements the more capital-intensive Permian development ▪ Geographically advantaged pricing and abundant infrastructure drive strong margins ▪ Balanced asset portfolio allows for flexible and efficient capital allocation ▪ Increases flexibility to manage cash conversion cycles and capital intensity profiles ▪ Enhances short term and long-term returns while generating corporate-level free cash flow ▪ Low cost of supply on an “all-in” corporate basis (1) 1. Low cost of supply defined as low cost to find, develop and extract oil and gas resource, including corporate expense burdens (e.g. G&A and interest expense). 6


 
BETTER POSITIONED FOR THE CHANGING INDUSTRY LANDSCAPE CALLON IS GAINING SIZE AND SCALE TO ENHANCE OPERATING EFFICIENCIES AND IMPROVE FREE CASH FLOW PRO FORMA CALLON SELECTED OBSERVATIONS POSITIONING ▪ Increases size and scale to better position Callon to meet capital needs of large ENHANCES LARGE scale development SCALE DEVELOPMENT ▪ Allows for substantial improvements in capital efficiencies: ▪ Lower well costs from running two frac crews on a full-time basis MODEL ▪ Larger pad developments improve operational uptime via continuous utilization and less production taken offline for completions BETTER POSITIONS ▪ Lower free cash flow breakeven from ~$55/bbl to ~$50/bbl in 2020 and less than FOR A LOWER $50/bbl in 2021 COMMODITY PRICE ▪ No near-term debt maturities provide opportunities for cost of capital improvement ENVIRONMENT SUSTAINABLE FREE ▪ Incremental free cash flow of ~$100 million in 2020 (1) CASH FLOW PROFILE ▪ Significant free cash flow growth in 2021 (1) ▪ Increases proved reserves, production, free cash flow, and EBITDA to enhance STRENGTHENS credit profile and ratings agency outlook FINANCIAL FLEXIBILITY ▪ Targets an additional $300 million - $400 million of proceeds from asset sales by YE 2020 ▪ Increases Callon’s Cash Return on Capital Invested (2) from 14% to 18% in 2020E IMPROVES RETURN ON ▪ Deleveraging free cash flow profile accelerates the path to a return of capital to CAPITAL shareholders 1. Free cash flow calculated as cash flow from operations less capex, capitalized G&A, capitalized interest, contingency payments. Includes $72.5mm of G&A and operational synergies in 2020. Assumes pricing $55/bbl oil and $2.75/mmbtu gas with strip differentials. 2. Cash Return on Capital Invested (“CROCI”) is defined as (GAAP cash flow from operations before changes in working capital + after-tax interest expense) / (average total debt + average stockholders’ equity). 7


 
IMPROVED FCF OUTLOOK (BEFORE “CAPITAL OPTIMIZATION”) ▪ Over 350% increase in FCF generation relative to ▪ Since July proxy presentation, Callon reduced aggregate capex by 15% Callon stand-alone (with an associated reduction in production) in reaction to reduced ▪ Sustainable FCF throughout outlook period commodity prices to maximize FCF despite commodity price backwardation ▪ Callon intends to apply same philosophy to optimized, integrated ▪ Does not include integrated capital allocation program optimization As a result, pro forma capex profile will be below the sum of stand-alone programs COMBINED 2020E – 2023E FCF ($ MM) (1)(2) 2020E – 2023E OPERATIONAL CAPEX OUTLOOK $1,104 Oil production growth Oil production growth CAGR lowered 3% CAGR increased 2% $350 $754 $2,709 $2,522 $ $ MM $2,481 ($ MM) ($ Aggregate Capex Aggregate $2,300 $183 $113 CRZO Stand- CPE Stand- Combined with With Asset Sales CPE Stand-Alone CRZO Stand-Alone Alone Alone Synergies July Proxy November Proxy WTI Assumptions 2020E 2021E 2022E 2023E July $58.07 $55.59 $54.45 $54.20 November $55.39 $52.54 $51.58 $51.46 % Change -5% -5% -5% -5% Source: Company disclosure, CPE/CRZO joint proxy statement/prospectus filed November 18, 2019 and management projections. Strip pricing as of November 8, 2019. 1. Combined program excludes preferred dividends after assumed redemption and includes synergies of $72.5mm in 2020 and $115mm thereafter, 2. Mid-point of expected monetization range of $300 to $400 million. 8


 
FOCUSED ON PROTECTING CASH FLOW ▪ Callon has consistently employed a strategic and methodical hedging strategy to protect cash flow ▪ Oil volumes have provided the bulk of revenue for both companies over the past two years (~90% over the past 7 quarters) ▪ Diversification in point of sale allows for projected uplift in average price per barrel (~60% of pro forma production is either Brent, Gulf Coast, or International based pricing) Oil production accounted for 93% of the combined 2020 oil volumes (2) are currently ~60% hedged at 3Q19 revenue between CPE and CRZO (1) a weighted average floor of more than $55 WTI (2) 3Q19 CPE Oil Revenue 3Q19 CRZO Oil Revenue 3Q19 CPE Gas/NGL Revenue 3Q19 CRZO Gas/NGL Revenue 2020 Bopd Unhedged 2020 Bopd Hedged 1. 3Q19 oil production and revenue figures per respective company earnings releases. 2. 2020 oil volumes reference the amended S-4 filed on November 18th and can be found under the section titled “Certain Callon Unaudited Prospective Financial and Operating Information”. 9


 
SHAREHOLDERS BENEFIT FROM ACHIEVABLE SYNERGIES NPV OF $2 PER CALLON SHARE REPRESENTS ~50% OF CALLON’S CURRENT SHARE PRICE 10 YR TOTAL (OPERATIONAL AND ANNUAL RUN RATE OPERATIONAL SYNERGIES (2021+) ($MM) CAPITAL) NPV OF SYNERGIES ($MM) Corporate Cash Delaware Drilling Improved Permian Uptime Optimized capital allocation G&A Reductions and Completion ▪ 2020 target of 1% increase in Operational synergies Corporate G&A savings $850 $2.00 ▪ ~50% of Carrizo Cost Savings Permian field production 2019E all-in cash ▪ 5 - 8% reduction in uptime (1) G&A Delaware drilling and ▪ Large projects minimize Optimized Capital completion / ft impact on adjacent producing Allocation $200 $0.47 wells ▪ Expanded large scale ▪ Larger cash flow development with base allows for simultaneous $20 $100-$130 near-term activity operations improves acceleration production cycle times and well costs ▪ Blended portfolio of $45-$65 shorter cycle projects generates cash flow funding $400 $0.94 longer cycle projects driving NAV ▪ High-graded, long- term, multi-zone co- $35-$45 development program of two robust asset bases ▪ Optimized, $250 $0.59 integrated development schedule enhances efficiency Corporate G&A savings Delaware D&C cost savings Improved Permian production Annual run rate synergies $ / Callon share uptime Total synergies 2020 Expected Synergies ~$35mm ~$25mm - $30mm ~$10mm ~$70-$75mm ~$650MM NPV ~$850MM NPV Note: Synergies based on 7/11/2019 NYMEX strip pricing through 2023 with prices held flat thereafter and Wall Street consensus pricing through 2021 with prices held flat thereafter; synergies do not change materially at current strip. 1. Includes capitalized G&A, historically ~20% of all-in cash G&A. 10


 
SCALED PROGRAM DRIVES TWO DISTINCT SOURCES OF SYNERGIES SIMOPS IMPROVE COST EFFICIENCY MEGA-PAD STRATEGY IMPROVES PERMIAN UPTIME ▪ Multiple rigs / frac crews focused on a single project in a ▪ During completion of new wells, nearby wells are shut-in distinct location ▪ Deferred production during shut-in ▪ More efficient utilization of drilling and completion crews; lowers ▪ Additional time and cost (dewatering) required to restore capital cost per well production ▪ Enables sharingTBU of fixed Visual costs, on leverages D&C infrastructure and location prep ▪ More wells per project results in less shut-ins, dewatering, Reduction from larger and greater production ▪ Callon completedpads its first– any Delaware osprey SIMOPS 6-well mega- pad (Rag Run) in July 2019 Data? MEGA-PAD STRATEGY REDUCES/ELIMINATES SHUT-INS ▪ Callon has demonstrated success in mega-pad development in Midland COST SAVINGS FROM SIMOPS MEGA-PAD DEVELOPMENT Baseline SIMOPS Multi-Well Pad Mega-Pad ProjectMega -1Pad (DSU 1 A) ProjectMega 2-Pad (DSU 2 B) ProjectMega -3Pad (DSU 3 C) (Wally World) (Rag Run) No Volumes Shut-In for Offset Completions Total Cost Per Well Capital Required ~$24 mm ~$60 mm PRODUCTION DEFERRED DURING COMPLETIONS Wells Completed 2 6 Lower cost / well despite longer Cost / Well ~$12 mm ~$10 mm laterals Drilling and Completion Costs Drilling $ / FT $556 $445 18% lower D&C cost / FT Pad 1 (DSU A) Pad 2 (DSU A) Pad 3 (DSU A) Pad 1 (DSU B) Pad 2 (DSU B) Completion $ / FT $682 $575 Pad 3 (DSU B) Pad 1 (DSU C) Pad 2 (DSU C) Pad 3 (DSU C) (synergy targets D&C $ / FT $1,238 $1,020 based on 5-8%) Year 1 Annualized % Shut-In: > 1% Year 2+ Annualized % Shut-In: >2 % 11


 
STRUCTURAL BENEFITS FROM SCALE DELAWARE D&C SYNERGIES (1) PERMIAN UPTIME SYNERGIES (2) $1.3 4% $1.2 $25 - $30 MM $10 MM $1.2 2020E 3.0% 2020E 3% $1.1 2.6% $1.1 2% 1.8% $45 - $65 MM $20 MM $1.0 $1.0 Run Rate Run Rate 1% D&C ($MM/ 1,000 Lateral Ft) Lateral 1,000 ($MM/ D&C $0.9 Frac Interference Impact % Production % Impact Interference Frac 0% CPE 2019E 2020E PF Synergy CPE Recent CPE 2019E CPE 2020E 2020E PF Synergy Assumption SIMOPS Project Assumption 3Q DELAWARE DRILLING AND COMPLETION REDUCTIONS 3Q MIDLAND DRILLING AND COMPLETION REDUCTIONS $1.6 $1.3 $1.4 $1.1 $1.2 $1.2 $0.9 $1.2 $0.9 $0.8 $1.0 D&C ($MM /1,000 Lateral Ft) Lateral /1,000 ($MM D&C $0.6 D&C ($MM /1,000 Lateral Ft) Lateral /1,000 ($MM D&C $0.8 $0.5 CPE 2018 CPE 2019 CPE Recent Offset Operator CPE: 2018 CPE: 2019 CPE: Recent Offset Operator SIMOPS Project Average Large Project Average 1. Based on targeted lateral length vs. perforated lateral length. 2. 2019E pro forma Ranger sale. 12


 
MEANINGFUL SCHEDULING BENEFITS FROM INTEGRATED PROGRAM PRO FORMA SCHEDULING EFFICIENCIES ENHANCED SCHEDULING INTEGRATION ▪ Combined entity cash flow base supports capital program with Illustrative 2019 Stand-Alone Schedules (5 Crews) ample capacity for simultaneous operations development of mega-pad projects across multiple basins Q1 Q2 Q3 Q4 ▪ Enhanced scheduling minimizes rig and crew inefficiencies Crew 1 through blend of short (Eagle Ford), intermediate (Midland crews Basin) and longer (Delaware Basin) cycle projects Callon Crew 2 ▪ Pro forma schedule reduces frac holidays from ~1 full crew year in 2019 to a single quarter in 2020 Crew 1 ▪ Integrated 2020 pro forma schedule reduces POP-to-POP time Crew 2 by ~50% despite a substantial increase in average project size crews Carrizo Crew 3 CONTINUOUS FRAC CREW UTILIZATION EFFICIENCY 8 Illustrative 2020E Integrated Schedules (4 Crews) Q1 Q2 Q3 Q4 6 Crew 1 4 Crew 2 Stages perday Stages Crew 3 2 Pro forma crewsforma Pro Crew 4 0 DEDICATED CREW DEDICATED CREW (1Q18 AVERAGE) (1Q19 AVERAGE) MIDLAND CALLON DELAWARE CARRIZO DELAWARE EAGLE FORD 13


 
ENHANCES CREDIT TRAJECTORY HIGHLIGHTS PRO FORMA CORPORATE FCF BREAKEVEN ($/BBL WTI) ▪ Significantly improves flexibility and critical mass added through increased reserves, production and EBITDA ▪ Upgraded by Moody’s to B1 with stable outlook and placed on ~ $60 CreditWatch Positive by S&P (current corporate credit rating of ~ $50 B) < $50 ▪ Near-term FCF visibility to reduce absolute leverage ▪ Targeting an additional $300 MM - $400 MM of proceeds from asset sales by year-end 2020 ▪ Including CPE redemption in 3Q19, planned reduction of ~$275 MM of high cost preferred stock in 2019 (~$25 MM in annual dividend reductions) ▪ Active hedging program and pricing point diversification 2019E 2020 Target 2021 Target NO NEAR-TERM MATURITIES OFFER OPPORTUNITIES TO FURTHER IMPROVE COST OF CAPITAL (1) $750 2H19 Refinancing Redemption Opportunity $500 Improved Flexibility for Leverage Reduction 1 ~ $300 MM of cumulative 2020-2021 FCF (2) 2 Asset sales targeted by YE20 $250 9.18% 6.25% 6.13% 8.25% 6.38% $0 2019 2020 2021 2022 2023 2024 2025 2026 Rate CRZO Preferred CPEO Preferred 1. Schedule represents pro forma senior debt maturity profile ($MM). 2019 rate based on weighted average rate of CPE and CRZO preferred securities. 2. Free cash flow calculation inclusive of interest expense, capitalized G&A, and contingency payments. Assumes pricing $55/bbl oil and $2.75/mmbtu gas with strip differentials. 14


 
SCALE AND FCF ENHANCEMENT IS CREDIT POSITIVE POSITIVE COMMENTARY FROM CREDIT AGENCIES CURRENT NET DEBT / LQA EBITDA (1)(2) “The CreditWatch positive placement reflects our expectation that the acquisition of Carrizo will materially improve the scale, scope, and diversity of 2.4X 2.5X Callon's business. It also reflects our belief that the company's credit measures B Median will remain adequate and begin to improve in 2020 as it integrates the 2.3X acquisition… The CreditWatch placement reflects that we would likely raise < 2.0X our issuer credit rating on Callon by one notch to 'B+' following the close of BB Median the Carrizo acquisition.” 1.6X - S&P, July 16, 2019 “Callon announced a transaction to acquire Carrizo Oil & Gas Inc (B1 stable) in an all-stock transaction that the company expects to close in 2019. This acquisition will be credit positive for Callon.” - Moody’s, October 24, 2019 CRZO Stand- CPE Stand-Alone CPE Pro Forma Alone 2020 Target YE 2018 PROVED RESERVES (MMBoe) (3) 2020E ADJUSTED EBITDA ($MM) (4) 540 BB Median 1,383 BB Median 520 1,527 211 B Median 593 B Median 250 705 CPE Stand-Alone CPE Pro Forma CPE Stand-Alone CPE Pro Forma Source: CPE/CRZO joint proxy statement/prospectus filed November 18, 2019 Note: BB-rated E&Ps include MUR, PE, SM, WLL, WPX. BB-rated excludes AR, RRC, SWN and CNX. B-rated E&Ps include BRY, CDEV, CHK, CRK, GPOR, HPR, JAG, LPI, MGY, MTDR, OAS, QEP, TALO, XOG. Strip pricing as of November 8, 2019. 1. 3Q Net Debt to LQA Adjusted EBITDA is a non-GAAP measure and is calculated as the sum of total long-term debt less unrestricted cash and cash equivalents (as determined under U.S. GAAP), divided by the Company’s current quarter annualized Adjusted EBITDA inclusive of pro-forma results from its disposition completed in the current period. 2. CPE Pro Forma 2020 Target includes effect of preferred stock redemptions in 2019 and associated dividend savings beginning in 2020. 15 3. CPE Stand-alone pro forma for Ranger asset sale. 4. CPE Pro Forma EBITDA calculated as CPE standalone plus CRZO stand-alone plus midpoint of 2020 synergy guidance ($72.5mm). Adjusted EBITDA is a non-GAAP financial measure; please refer to the Important Disclosures for a definition on Adjusted EBITDA as calculated by Callon and the Appendix for reconciliation.


 
PRO FORMA MAPS TO HIGHER IMPLIED CREDIT RATING PRO FORMA MOODY’S CREDIT RATING MAPPING FOR SIZE Improved Selected Callon Current Indicative Moody’s Credit Rating: B1 Credit Rating? Credit Factors Indicative Credit Rating Baa Ba B 15x 10x 6x 2.5x Interest 2022E+ 2021E 2020E 2020E Coverage Pro Forma Pro Forma Pro Forma ✓ Callon Callon Callon Callon 550 140 55 20 Average Daily 2022E+ 2021E 2020E 2020E Production Pro Forma Pro Forma Pro Forma ✓ (Mboepd) Callon Callon Callon Callon Baa Ba B 2021E 2020E Pro Forma Callon Current Callon E&P (Moody’s Criteria) (Moody’s Criteria) Business Profile • Sizeable hydrocarbon base • Small resource base ✓ • High operational control • Meaningful operational • Strong execution on short and control long cycle projects • Geographic concentration • Geographic diversification Investment Grade Non-Investment Grade Source: Bloomberg, Moody’s, CPE/CRZO joint proxy statement/prospectus filed November 18, 2019. Note: Based on strip pricing as of November 8, 2019 16


 
TRANSACTION ADVANCES STRATEGIC FINANCIAL OBJECTIVES Achieved by a Callon’s Stated Strategic Financial Objectives Merger with Carrizo? INCREASE CASH ▪ Ongoing compensation alignment with shareholder interests RETURN ON ▪ Retain best-in-class margins INVESTED (1) CAPITAL ▪ Reduce capital intensity of business ✓ ▪ Consistent, measured growth moderates PDP declines GENERATE FREE ▪ 2019 trajectory improves with capital efficiency CASH FLOW ▪ Generate FCF in 2020 with sustainable future outlook ✓ ▪ Target leverage < 2.0x REDUCE ▪ Non-core monetizations to improve credit profile LEVERAGE ▪ Capital discipline and improved capital efficiency ✓ ▪ Sustainable co-development of organic inventory LONG TERM ▪ Balance NPV and ROR for optimal full cycle returns FOCUS ▪ Marketing diversification mitigates pricing concentration risk ✓ and adds upside 1. Cash Return on Capital Invested (“CROCI”) is defined as (GAAP cash flow from operations before changes in working capital + after-tax interest expense) / (average total debt + average stockholders’ equity). 17


 
APPENDIX


 
ILLUSTRATIVE FREE CASH FLOW RECONCILIATION CPE STANDALONE 2019 2020E 2021E COMBINED (CPE + CRZO) 2019 2020E 2021E Net daily production 39.5 42.4 44.8 Net daily production 105.0 112.8 126.3 Net daily oil production 30.9 33.7 36.1 Net daily oil production 73.8 78.4 85.5 Adjusted EBITDAX $ 493 $ 593 $ 612 Adjusted EBITDAX $ 1,187 $ 1,310 $ 1,360 Adjusted Operating CF $ 480 $ 589 $ 607 Adjusted Operating CF $ 1,108 $ 1,245 $ 1,295 Capital Expenditures $(504) $(507) $(502) Capital Expenditures $(1,087) $(1,064) $(1,058) Capitalized G&A/Interest and Other $(101) $(87) $(86) Capitalized G&A/Interest and Other $(155) $(146) $(146) Estimated FCF $(126) $(4) $ 19 Preferred Dividend Savings (Net) (1) $0 $10 $10 Est Contingent Payment $ 0 $ 0 $ 0 Combined Estimated FCF $(134) $ 47 $ 102 Estimated FCF, Adj for Cont Pmt $(126) $(4) $ 19 Est Contingent Payments $(40) $(40) $(25) Diluted Share Count (mm) 231 Estimated FCF, Less Cont. Payment $(174) $ 7 $ 77 2020 - 2021 FCF ($/share) $ 0.06 Transaction Costs (2) $(95) Combined FCF Less Trans. Costs $(269) $ 7 $ 77 CRZO STANDALONE 2019 2020E 2021E G&A Synergy Realization (3) $ 0 $ 35 $ 40 Net daily production 65.5 70.4 81.5 Operational Synergy Uplift (4) $ 0 $ 38 $ 75 Net daily oil production 42.9 44.7 49.4 Combined FCF w/ Synergies & Fees $(269) $ 80 $ 192 Adjusted EBITDAX $ 694 $ 717 $ 748 Adjusted Operating CF $ 628 $ 656 $ 688 Diluted Share Count (mm) 400 Capital Expenditures $(583) $(557) $(556) 2020E – 2021E FCF ($/share) w/ Synergies & Fees (5) $0.68 Capitalized G&A/Interest and Other $(54) $(59) $(60) Estimated FCF $(8) $ 41 $ 73 Est Contingent Payment $(40) $(40) $(25) NYMEX Oil and Gas Strip Pricing (as of 08-Nov-2019) Estimated FCF, Adj for Cont Pmt $(48) $1 $ 48 2019E 2020E 2021E Diluted Share Count (mm) 96 Natural Gas ($/Mmbtu) $2.63 $2.57 $2.48 2020 - 2021 FCF ($/share) $0.51 Crude Oil ($/Bbl) $55.14 $55.39 $52.54 IMMEDIATE FCF ACCRETION FOR CPE AND CRZO SHAREHOLDERS, WITH IMPROVING PROFILE OVER TIME Source: Company disclosure, CPE/CRZO joint proxy supplement filed November 18, 2019 and management projections. Note: Calculated based on strip pricing as of November 8, 2019. 1. Calculated assuming ~$18 million per year of preferred dividend is added back to levered FCF and $223.8 million redemption price is taken onto the revolver with a ~4% interest rate for ~$ 8million of incremental interest expense. 2. Assumes closing occurs in 4Q19 and all cash transaction costs are incurred/paid upon closing. 19 3. G&A synergy values represent the mid-point of previously stated annual synergy targets. 4. Operational synergy values represent the mid-point of previously stated annual synergy targets. 5. Deducts cash transaction costs from cumulative 2020 - 2021 FCF for conservatism despite assumption that costs are incurred in 4Q19.


 
CALLON IS A PREMIER OPERATOR OF UPSTREAM ASSETS CALLON HAS DEMONSTRATED ABILITY TO ACHIEVE SIGNIFICANT WELL COST SAVINGS AND PRODUCTIVITY IMPROVEMENT THROUGH LARGER PROJECT DEVELOPMENT HIGHER CUMULATIVE OIL PRODUCTION LOWER COST BEST-IN-CLASS EBITDA MARGINS (6 MONTH CUMULATIVE OIL / 1,000’) (DRILLING & COMPLETION COST / 1,000’) (Q3 2019 EBITDA / BOE) CALLON VS. PERMIAN DELAWARE (1) DELAWARE (1) PURE-PLAY COMPANIES (3) 20,472 $1,400 $1,200 $1,212 $ 34.08 $ 31.10 $ 31.10 15,818 $ 26.75 $ 26.75 $995 26.70 $ 13,739 $ 23.69 $ 19.14 $ 19.14 $ 17.20 $ 17.20 CPE: 2017 CPE: 2018+ Offset Operator Avg. CPE: 2018 CPE: 2019 CPE: Recent Offset Operator CPE A B C D E F Large Project Avg. MIDLAND (2) MIDLAND (2) “Callon’s wells are arguably the best in the Southern Delaware with average cumulative 15,642 $1,100 oil production per foot through 6 months head and shoulders above its peers…While $900 13,217 13,489 acreage quality undoubtedly plays a role in $807 this analysis, we believe Callon’s results $600 also reflect the company’s operational capabilities…We believe these assets in Callon’s hands could also see an improvement in performance.” October 14, 2019 CPE: 2017 CPE: 2018+ Offset Operator Avg. CPE: 2018 CPE: 2019 CPE: Recent Offset Operator Large Project Avg. Source: CapIQ, Enverus, Public Disclosures; market data as of 07-Oct-2019 1. Offset Delaware operators include CPE, CXO, CDEV, CRZO, JAG, PDCE, OXY, NBL. 2. Offset Midland operators include PXD, CPE, SM, XOM, FANG, PE, ECA, QEP. 20 3. Permian Pure-Play E&Ps include companies with greater than $500mm of market capitalization: CDEV, CXO, FANG, JAG, PE, PXD.


 
STRONG INTEGRATION TRACK RECORD CALLON HAS MADE SEVERAL SUCCESSFUL VALUE ENHANCING ACQUISITIONS AND DIVESTED NON-CORE ASSETS PREMIER SOUTHERN DELAWARE OPERATOR (1) IMPROVED PERFORMANCE FROM 2018 WARD ACQUISITION 20,000 15 18,000 Boe 16,000 14 14,000 12,000 13 10,000 8,000 6,000 12 (20:1 Conversion) (20:1 Cumulative Bo Cumulative 4,000 2,000 Average 6 Month Cumulative Month 6 Average 11 0 Adjusted Lateral Month 6 Average 10 Previous Operator Average WCA Well CPE Average WCA Well HISTORIC COST REDUCTIONS AND OPERATED PRODUCTION GROWTH FOLLOWING ACQUISITION INTEGRATION (3) 2/13/17: Ameredev $7.50 6/12/19: Closed Southern 12,000 ( Production Operated ) Acquisition Closed Midland Divestiture Delaware Incremental Net Boe $7.00 8/31/18: Ward County 10,000 Bolt-On Closed $6.50 8,000 $6.00 6,000 $5.50 4,000 Boepd $5.00 2,000 ) $4.50 0 Lease Operating Lease Operating Expense ($/ 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 Net Incremental Delaware Operated Production (Boepd) Lease Operating Expense ($/Boe) 1. Sourced from Drilling Info with wells drilled and completed by operator. Represents P50 distribution of average well performance by each operator for Wolfcamp A wells brought online in the Southern Delaware from 2017-current and have at least 6 months of publicly available production data. 2. Callon wells: 5 / Cimarex wells: 9. 21 3. Net operated Delaware production data based on Callon operated wells, excludes producing wells acquired from Ameredev and Cimarex.


 
LEADING SOUTHERN DELAWARE WELL PERFORMANCE (1) SOUTHERN DELAWARE WCA WELLS ACROSS PEERS WCA RESULTS BY OPERATOR (2017+) (2) 100% 90% 80% 70% 60% 50% 40% 30% 20% CPE Well Count and Production Distribution Plot P(x) Plot Distribution Production and Count Well 10% CRZO 0% Average 6 Month Cumulative Production Boe (20:1 Oil Gas Conversion) 20,000 18,000 16,000 Boe 14,000 12,000 10,000 8,000 (20:1 Conversion)(20:1 6,000 4,000 Average 6 Month Cumulative 6 Month Average 2,000 0 Peer 1 Peer 2 CRZO CPE Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer Peer 10 11 1. Source: All well data sourced from Enverus with wells drilled and completed by operator. 2. P50 represents the average well performance by each operator for Wolfcamp A wells brought online in the Southern Delaware from 2017-current and have at least 6 months of publicly available production data. 22


 
CALLON CORPORATE STRATEGY THE EVOLUTION FROM CORE ASSETS TO A SUSTAINABLE OPERATING BUSINESS MODEL Core Permian Evolving to Full Field Sustainable Growth Footprint Established Development and FCF Generation 2014 - 2018 2019 2020 + ▪ Increased Permian position from ▪ Harvest asset value through ▪ Sustainable double-digit organic ~19,000 to ~85,000 net acres in increasing pad development and growth funded with internally core areas cycle time reductions generated cash flow ▪ Optimize margins and increase ▪ Large pad development, ▪ Ramped activity from 2 to 5 rigs operational flexibility benefiting resource optimization and increased net lateral footage and long-term corporate level drilled ▪ Thoughtful capital allocation to returns minimize outspend while growing at a measured rate to augment ▪ Leading cash margin preservation ▪ Built out robust infrastructure sustainable corporate return through cost management and network (>$200 mm invested) model leveraging of existing infrastructure ▪ Balance longer term reinvestment ▪ Increased credit facility from $250 opportunities with near-term ▪ Select asset rationalization million to $1.1 billion return profile opportunities to enhance returns on capital ▪ Selective activity to “block up” ▪ Expanded Callon skill sets with acreage, extend laterals, and ▪ Accelerate capital efficiency with significant investments in increase working and mineral balanced growth and maturing employee base interests decline profile Note: Slide from Callon February 2019 investor presentation deck. 23


 
HEDGE PORTFOLIO (1) 4Q19 1Q20 2Q20 3Q20 4Q20 FY 2020 FY 2021 WTI NYMEX (Bbls, $/Bbl) Swaps & Swaps with Puts Total Volumes 276,000 546,000 546,000 552,000 552,000 2,196,000 - Total Daily Volumes 3,000 6,000 6,000 6,000 6,000 6,000 - Avg. Sw ap $60.17 $56.06 $56.06 $56.06 $56.06 $56.06 - Avg. Short Put Price - $42.50 $42.50 $42.50 $42.50 $42.50 - Three-way Collars Total Volumes 1,196,000 1,274,000 1,274,000 1,288,000 1,288,000 5,124,000 - Total Daily Volumes 13,000 14,000 14,000 14,000 14,000 14,000 - Avg. Short Call Price $67.46 $65.46 $65.46 $65.46 $65.46 $65.46 - Avg. Long Put Price $56.54 $55.45 $55.45 $55.45 $55.45 $55.45 - Avg. Short Put Price $43.65 $44.66 $44.66 $44.66 $44.66 $44.66 - Avg. Premium Price ($0.09) $0.21 $0.21 $0.21 $0.21 $0.21 - Two-way Collars Total Volumes 276,000 - - - - - - Total Daily Volumes 3,000 - - - - - - Avg. Short Call $60.00 - - - - - - Avg. Put $55.00 - - - - - - Put Options Total Volumes 230,000 - - - - - - Total Daily Volumes 2,500 - - - - - - Avg. Long Put Price $65.00 - - - - - - Avg. Premium Price $6.44 - - - - - - Put Spreads Total Volumes 230,000 - - - - - - Total Daily Volumes 2,500 - - - - - - Avg. Long Put Price $65.00 - - - - - - Avg. Short Put Price $42.50 - - - - - - Avg. Premium Price $4.39 - - - - - - Total Volume Hedged (Bbl) 2,208,000 1,820,000 1,820,000 1,840,000 1,840,000 7,320,000 - Average Ceiling Price ($/Bbl) $65.13 $62.64 $62.64 $62.64 $62.64 $62.64 - Average Floor Price ($/Bbl) $58.56 $55.63 $55.63 $55.63 $55.63 $55.63 - ICE BRENT (Bbls, $/Bbl) Three-way Collars Total Volumes - 150,000 227,500 230,000 230,000 837,500 - Total Daily Volumes - 1,648 2,500 2,500 2,500 2,288 - Avg. Short Call Price - $70.00 $70.00 $70.00 $70.00 $70.00 - Avg. Long Put Price - $58.24 $58.24 $58.24 $58.24 $58.24 - Avg. Short Put Price - $50.00 $50.00 $50.00 $50.00 $50.00 - 1. Hedge contracts as of 11/18/19. 24


 
HEDGE PORTFOLIO (1) 4Q19 1Q20 2Q20 3Q20 4Q20 FY 2020 FY 2021 MIDLAND-CUSHING DIFFERENTIAL (Bbls/$/Bbl) Swaps Total Volumes 2,176,000 1,092,000 1,092,000 1,196,000 1,196,000 4,576,000 1,095,000 Total Daily Volumes 23,652 12,000 12,000 13,000 13,000 12,503 3,000 Avg. Sw ap Price ($2.50) ($1.73) ($1.73) ($0.89) ($0.89) ($1.29) $1.00 MAGELLAN EAST HOUSTON DIFFERENTIAL (Bbls/$/Bbl) Swaps Total Volumes - 192,000 291,201 440,802 515,202 1,439,205 - Total Daily Volumes - 2,110 3,200 4,791 5,600 3,932 - Avg. Sw ap Price - $2.40 $2.40 $2.40 $2.40 $2.40 - NYMEX HENRY HUB (MMBtu, $/MMBtu) Swaps Total Volumes 155,000 910,000 910,000 920,000 920,000 3,660,000 - Total Daily Volumes 1,685 10,000 10,000 10,000 10,000 10,000 - Avg. Sw ap Price $2.87 $2.48 $2.48 $2.48 $2.48 $2.48 - Three-way Collars Total Volumes - 910,000 910,000 920,000 920,000 3,660,000 - Total Daily Volumes - 10,000 10,000 10,000 10,000 10,000 - Avg. Short Call Price - $2.75 $2.75 $2.75 $2.75 $2.75 - Avg. Long Put Price - $2.50 $2.50 $2.50 $2.50 $2.50 - Avg. Short Put Price - $2.00 $2.00 $2.00 $2.00 $2.00 Two-way Collars Total Volumes 598,000 - - - - - - Total Daily Volumes 6,500 - - - - - - Avg. Short Call Price $3.50 - - - - - - Avg. Put Price $3.13 - - - - - - Total Volume Hedged (MMBtu) 753,000 1,820,000 1,820,000 1,840,000 1,840,000 7,320,000 - Average Ceiling Price ($/MMBtu) $3.37 $2.61 $2.61 $2.61 $2.61 $2.61 - Average Floor Price ($/MMBtu) $3.07 $2.49 $2.49 $2.49 $2.49 $2.49 - WAHA DIFFERENTIAL (MMBtu, $/MMBtu) Swaps Total Volumes 2,116,000 2,093,000 1,183,000 2,116,000 2,116,000 7,508,000 - Total Daily Volumes 23,000 23,000 13,000 23,000 23,000 20,514 - Avg. Sw ap Price ($1.18) ($1.15) ($1.12) ($1.15) ($1.15) ($1.14) - 1. Hedge contracts as of 11/18/19. 25


 
NON-GAAP RECONCILIATION (1) Adjusted EBITDA Reconciliation 3Q18 4Q18 1Q19 2Q19 3Q19 Net income (loss) $ 37,931 $ 156,194 $ (19,543) $ 55,180 $ 55,834 (Gain) loss on derivatives, net of settlements 25,100 (105,512) 66,970 (15,193) (20,798) Non-cash stock-based compensation expense 2,587 770 3,402 904 644 Merger and integration expense - - - - 5,943 Settled share-based awards - - 3,024 - - Other operating expense 1,435 1,333 157 935 (161) Income tax (benefit) expense 1,487 5,647 (5,149) 16,691 17,902 Interest expense 711 735 738 741 739 Depreciation, depletion and amortization 48,977 60,301 60,672 64,374 57,107 Accretion expense 202 248 241 216 128 Adjusted EBITDA $ 118,430 $ 119,716 $ 110,512 $ 123,848 $ 117,338 LQA Net Debt to Adjusted EBITDA 3Q19 Senior secured revolving credit facility $ 200,000 6.125% senior unsecured notes due 2024 600,000 6.375% senior unsecured notes due 2026 400,000 Total principal outstanding 1,200,000 LESS: Unrestricted cash (pro forma) (11,309) Net Debt 1,188,691 Adjusted EBITDA 117,338 LQA Adjusted EBITDA $ 469,352 LQA Net debt to Adjusted EBITDA 2.5 1. See “Important Disclosure” slides for disclosures related to Supplemental Non-GAAP Financial Measures. 26


 
NON-GAAP RECONCILIATION (1) Pro Forma Callon Carrizo Combined COMBINED PRO FORMA LTM ADJUSTED EBITDA 3Q19 3Q19 3Q19 Net income (loss) available to common shareholders $ 47,180 $ 102,958 $ 150,138 Dividends on preferred stock 350 4,474 4,824 Accretion on preferred stock — 869 869 Loss on redemption of preferred stock 8,304 — 8,304 Income tax expense (benefit) 17,902 5,977 23,879 Depreciation, depletion and amortization 57,235 82,195 139,430 Interest expense, net 739 17,721 18,460 (Gain) loss on derivatives, net (21,809) (31,554) (53,363) Cash received (paid) for commodity derivative settlements, net 1,011 (1,779) (768) Non-cash general and administrative, net 644 3,723 4,367 Non-recurring and other expense, net 5,782 2,177 7,959 Adjusted EBITDA $ 117,338 $ 186,761 $ 304,099 LQA Adjusted EBITDA $ 1,216,396 1. See “Important Disclosure” slides for disclosures related to Supplemental Non-GAAP Financial Measures. 27