Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Diamondback Energy, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Diamondback Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2025 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the 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, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Estimation of proved reserves as it relates to the calculation and recognition of depletion expense and the valuation of acquired reserves in connection with the acquisition of Endeavor’s oil and natural gas properties and proved reserves in connection with the Viper Tumbleweed Acquisitions of mineral and royalty interests
As described further in Note 2 to the consolidated financial statements, the Company accounts for its oil and natural gas properties using the full cost method of accounting, which requires management to make estimates of proved reserve volumes and future revenues to record depletion expense. Additionally, as described in Notes 4 and 5 to the consolidated financial statements, the Company acquired significant oil and natural gas properties and mineral and royalty interests during the year through the Endeavor and Viper Tumbleweed Acquisitions, respectively. To estimate the volume of reserves and future revenues, management makes significant estimates and assumptions, including forecasting the timing and volumetric amounts of production and corresponding decline rate of producing properties associated with the Company’s development plan. In addition, the estimation of reserves is impacted by management’s judgments and estimates regarding the financial performance of wells to determine if wells are expected, with reasonable certainty, to be economical under the appropriate pricing assumptions. For acquired reserves, management utilizes an estimated fair value pricing model in determining the corresponding value of reserves. We identified the estimation of reserves attributable to oil and natural gas properties,
including acquired proved and unproved reserves in the Endeavor Acquisition and acquired proved reserves in the Viper Tumbleweed Acquisitions, due to its impact on depletion expense and acquisition accounting, as a critical audit matter.
The principal consideration for our determination that the estimation of reserves is a critical audit matter is that changes in certain inputs and assumptions, which require a high degree of subjectivity, necessary to estimate the volume and future revenues of the Company’s reserves, could have a significant impact on the measurement of depletion expense and the fair value of acquired oil and natural gas properties including mineral and royalty interests. In turn, auditing those inputs and assumptions required subjective and complex auditor judgment.
Our audit procedures related to the estimation of reserves included the following, among others.
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We tested the design and operating effectiveness of key controls relating to management’s estimation of reserves for the purpose of calculating depletion expense and management’s estimation of the fair value of the acquired oil and natural gas properties in the Endeavor and Viper Tumbleweed Acquisitions.
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We evaluated the level of knowledge, skill, and ability of the Company’s reservoir engineering specialists and independent petroleum engineering specialists, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate the Company’s reserve volumes, and read the report of the Company’s independent petroleum engineering specialists.
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Identified inputs and assumptions that were significant to the period end determination of proved reserve volumes and tested management’s process of determining the significant inputs and assumptions, as follows:
◦Compared the estimated pricing and pricing differentials used in the reserve report to realized prices related to revenue transactions recorded in the current year for the pricing differentials;
◦Assessed the reasonableness of forecasted capital expenditures by comparing drilling forecasts applied in the reserve report to recent drilling costs;
◦Vouched, on a sample basis, the working and net revenue interests used in the reserve report to underlying land and division order records;
◦Assessed forecasted production estimates by (i) comparing prior year forecasted production amounts to current year actual results and (ii) comparing forecasted production amounts in the current year reserve report to the actual historical production amounts in the current year, in total and for a sample of individual wells;
◦Obtained evidence supporting the amount of development of proved undeveloped properties reflected in the reserve report and compared future development plans to historical conversion rates to evaluate the likelihood of development related to the proved undeveloped properties; and
◦Applied analytical procedures on inputs to the reserve report by comparing to historical actual results and to the prior year reserve report.
- Identified inputs and assumptions that were significant to the estimated fair value of the acquired oil and natural gas properties in the Endeavor and Viper Tumbleweed Acquisitions and tested management’s process of determining the significant inputs and assumptions, as follows:
◦Evaluated the appropriateness of fair value pricing, including pricing differentials, used in the fair value reserve reports by comparing the pricing forecast to published product pricing as of the acquisition closing dates and pricing differentials to actual historical realized pricing of the acquired properties;
◦Evaluated the level of knowledge, skill and ability of specialists utilized by the Company to assist in the preparation of the estimates of fair value of oil and natural gas properties acquired;
◦Utilized a valuation specialist to evaluate the reasonableness of the Company’s valuation methodology of the Endeavor Acquisition, including testing key inputs and assumptions by understanding and assessing the process used to develop the estimate or through development of an independent expectation;
◦Evaluated the appropriateness of the discount rate used in the Tumbleweed Acquisitions fair value reserve reports of proved reserves by comparing to Viper’s actual weighted average cost of capital;
◦Evaluated the appropriateness of the future operating cost and capital expenditure assumptions used in the Endeavor Acquisition fair value reserve report by comparing forecasted amounts to historical operating costs and to recent drilling costs;
◦Compared, on a sample basis, the working interest, as applicable, and net revenue interests used in the fair value reserve reports to the purchase and sale agreements or historical reserve reports;
◦Tested the accuracy of forecasted production estimates in the fair value reserve reports by comparing forecasted production amounts to the actual historical production amounts and to the forecasted production in the year-end reserve report for a sample of individual wells;
◦Applied analytical procedures on the fair value reserve reports’ forecasted production by comparing to the prior year reserve reports’ forecasted production and to the year-end reserve reports’ forecasted production of the acquired proved properties; and
◦Compared the unproved acreage value allocated to other recent acquisitions in the same or similar locations.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2009.
Oklahoma City, Oklahoma
February 26, 2025
Diamondback Energy, Inc. and Subsidiaries
Consolidated Balance Sheets
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions, except par value and share amounts) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents ($27 million and $26 million related to Viper) | $ | 161 | $ | 582 | |||||||
| Restricted cash | 3 | 3 | |||||||||
| Accounts receivable: | |||||||||||
| Joint interest and other, net | 198 | 192 | |||||||||
| Oil and natural gas sales, net ($149 million and $109 million related to Viper) | 1,387 | 654 | |||||||||
| Inventories | 116 | 63 | |||||||||
| Derivative instruments | 168 | 17 | |||||||||
| Prepaid expenses and other current assets | 77 | 110 | |||||||||
| Total current assets | 2,110 | 1,621 | |||||||||
| Property and equipment: | |||||||||||
| Oil and natural gas properties, full cost method of accounting ($22,666 million and $8,659 million excluded from amortization at December 31, 2024 and December 31, 2023, respectively) ($5,713 million and $4,629 million related to Viper and $2,180 million and $1,769 million excluded from amortization related to Viper) | 82,240 | 42,430 | |||||||||
| Other property, equipment and land | 1,440 | 673 | |||||||||
| Accumulated depletion, depreciation, amortization and impairment ($1,081 million and $866 million related to Viper) | (19,208) | (16,429) | |||||||||
| Property and equipment, net | 64,472 | 26,674 | |||||||||
| Funds held in escrow | 1 | — | |||||||||
| Equity method investments | 375 | 529 | |||||||||
| Derivative instruments | 2 | 1 | |||||||||
| Deferred income taxes, net ($185 million and $57 million related to Viper) | 173 | 45 | |||||||||
| Other assets | 159 | 131 | |||||||||
| Total assets | $ | 67,292 | $ | 29,001 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable - trade | $ | 253 | $ | 261 | |||||||
| Accrued capital expenditures | 690 | 493 | |||||||||
| Current maturities of debt | 900 | — | |||||||||
| Other accrued liabilities | 1,020 | 475 | |||||||||
| Revenues and royalties payable | 1,491 | 764 | |||||||||
| Derivative instruments | 43 | 86 | |||||||||
| Income taxes payable | 414 | 29 | |||||||||
| Total current liabilities | 4,811 | 2,108 | |||||||||
| Long-term debt ($1,083 million and $1,083 million related to Viper) | 12,075 | 6,641 | |||||||||
| Derivative instruments | 106 | 122 | |||||||||
| Asset retirement obligations | 573 | 239 | |||||||||
| Deferred income taxes | 9,826 | 2,449 | |||||||||
| Other long-term liabilities | 39 | 12 | |||||||||
| Total liabilities | 27,430 | 11,571 | |||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, $0.01 par value; 800,000,000 shares authorized; 290,984,373 and 178,723,871 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | 3 | 2 | |||||||||
| Additional paid-in capital | 33,501 | 14,142 | |||||||||
| Retained earnings (accumulated deficit) | 4,238 | 2,489 | |||||||||
| Accumulated other comprehensive income (loss) | (6) | (8) | |||||||||
| Total Diamondback Energy, Inc. stockholders’ equity | 37,736 | 16,625 | |||||||||
| Non-controlling interest | 2,126 | 805 | |||||||||
| Total equity | 39,862 | 17,430 | |||||||||
| Total liabilities and stockholders' equity | $ | 67,292 | $ | 29,001 |
See accompanying notes to consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions, except per share amounts, shares in thousands) | |||||||||||||||||
| Revenues: | |||||||||||||||||
| Oil sales | $ | 9,067 | $ | 7,279 | $ | 7,660 | |||||||||||
| Natural gas sales | 89 | 262 | 858 | ||||||||||||||
| Natural gas liquid sales | 944 | 687 | 1,048 | ||||||||||||||
| Sales of purchased oil | 923 | 111 | — | ||||||||||||||
| Other operating income | 43 | 73 | 77 | ||||||||||||||
| Total revenues | 11,066 | 8,412 | 9,643 | ||||||||||||||
| Costs and expenses: | |||||||||||||||||
| Lease operating expenses | 1,286 | 872 | 652 | ||||||||||||||
| Production and ad valorem taxes | 638 | 525 | 611 | ||||||||||||||
| Gathering, processing and transportation | 356 | 287 | 258 | ||||||||||||||
| Purchased oil expense | 921 | 111 | — | ||||||||||||||
| Depreciation, depletion, amortization and accretion | 2,850 | 1,746 | 1,344 | ||||||||||||||
| General and administrative expenses | 213 | 150 | 144 | ||||||||||||||
| Merger and integration expenses | 303 | 11 | 14 | ||||||||||||||
| Other operating expenses | 103 | 140 | 112 | ||||||||||||||
| Total costs and expenses | 6,670 | 3,842 | 3,135 | ||||||||||||||
| Income (loss) from operations | 4,396 | 4,570 | 6,508 | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense, net | (135) | (159) | (154) | ||||||||||||||
| Other income (expense), net | 80 | 52 | (10) | ||||||||||||||
| Gain (loss) on derivative instruments, net | 137 | (259) | (586) | ||||||||||||||
| Gain (loss) on extinguishment of debt | 2 | (4) | (99) | ||||||||||||||
| Income (loss) from equity investments, net | 21 | 48 | 77 | ||||||||||||||
| Total other income (expense), net | 105 | (322) | (772) | ||||||||||||||
| Income (loss) before income taxes | 4,501 | 4,248 | 5,736 | ||||||||||||||
| Provision for (benefit from) income taxes | 800 | 912 | 1,174 | ||||||||||||||
| Net income (loss) | 3,701 | 3,336 | 4,562 | ||||||||||||||
| Net income (loss) attributable to non-controlling interest | 363 | 193 | 176 | ||||||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 3,338 | $ | 3,143 | $ | 4,386 | |||||||||||
| Earnings (loss) per common share: | |||||||||||||||||
| Basic | $ | 15.53 | $ | 17.34 | $ | 24.61 | |||||||||||
| Diluted | $ | 15.53 | $ | 17.34 | $ | 24.61 | |||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic | 213,545 | 179,999 | 176,539 | ||||||||||||||
| Diluted | 213,545 | 179,999 | 176,539 | ||||||||||||||
| Comprehensive income (loss): | |||||||||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 3,338 | $ | 3,143 | $ | 4,386 | |||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Pension and postretirement benefit plans | 2 | (1) | (7) | ||||||||||||||
| Comprehensive income (loss) attributable to Diamondback Energy, Inc | $ | 3,340 | $ | 3,142 | $ | 4,379 |
See accompanying notes to consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
| Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Total | |||||||||||||||||||||||||||||||||||||||
| ($ in millions, shares in thousands) | |||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 177,551 | $ | 2 | $ | 14,084 | $ | (1,998) | $ | — | $ | 1,157 | $ | 13,245 | ||||||||||||||||||||||||||||
| Unit-based compensation | — | — | — | — | — | 8 | 8 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (15) | — | (1) | (16) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 4 | — | 68 | — | — | — | 68 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (11) | — | (16) | — | — | (3) | (19) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (8,694) | — | (1,098) | — | — | — | (1,098) | ||||||||||||||||||||||||||||||||||
| Repurchased units under buyback programs | — | — | — | — | — | (153) | (153) | ||||||||||||||||||||||||||||||||||
| Common stock issued for acquisitions | 10,273 | — | 1,220 | — | — | (344) | 876 | ||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interest | — | — | — | — | — | (217) | (217) | ||||||||||||||||||||||||||||||||||
| Dividend paid | — | — | — | (1,572) | — | — | (1,572) | ||||||||||||||||||||||||||||||||||
| Exercise of stock options and vesting of restricted stock units | 718 | — | 1 | — | — | — | 1 | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | (46) | — | — | 58 | 12 | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | (7) | — | (7) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 4,386 | — | 176 | 4,562 | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | 179,841 | 2 | 14,213 | 801 | (7) | 681 | 15,690 | ||||||||||||||||||||||||||||||||||
| Viper common stock issued for acquisition | — | — | — | — | — | 255 | 255 | ||||||||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (11) | — | — | (11) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | 394 | — | 79 | — | — | — | 79 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (146) | — | (20) | — | — | — | (20) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (6,238) | — | (840) | — | — | — | (840) | ||||||||||||||||||||||||||||||||||
| Repurchased shares/units under Viper's buyback programs | — | — | — | — | — | (95) | (95) | ||||||||||||||||||||||||||||||||||
| Common stock issued for acquisition | 4,330 | — | 633 | — | — | — | 633 | ||||||||||||||||||||||||||||||||||
| Dividends/distributions to non-controlling interest | — | — | — | — | — | (129) | (129) | ||||||||||||||||||||||||||||||||||
| Dividend paid | — | — | — | (1,444) | — | — | (1,444) | ||||||||||||||||||||||||||||||||||
| Exercise of stock options and issuance of restricted stock units and awards | 543 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | 77 | — | — | (101) | (24) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | (1) | — | (1) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 3,143 | — | 193 | 3,336 | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 178,724 | 2 | 14,142 | 2,489 | (8) | 805 | 17,430 | ||||||||||||||||||||||||||||||||||
| Viper equity-based compensation | — | — | — | — | — | 4 | 4 | ||||||||||||||||||||||||||||||||||
| Distribution equivalent rights payments | — | — | — | (11) | — | — | (11) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | 91 | — | — | — | 91 | ||||||||||||||||||||||||||||||||||
| Cash paid for tax withholding on vested equity awards | (203) | — | (39) | — | — | — | (39) | ||||||||||||||||||||||||||||||||||
| Repurchased shares under buyback program | (5,526) | — | (959) | — | — | — | (959) | ||||||||||||||||||||||||||||||||||
| Common shares issued for acquisition | 117,267 | 1 | 20,109 | — | — | — | 20,110 | ||||||||||||||||||||||||||||||||||
| Viper LLC's units issued for acquisition | — | — | — | — | — | 468 | 468 | ||||||||||||||||||||||||||||||||||
| Proceeds from partial sale of investment in Viper Energy, Inc. | — | — | 219 | — | — | 197 | 416 | ||||||||||||||||||||||||||||||||||
| Net proceeds from Viper's issuance of common stock | — | — | — | — | — | 476 | 476 | ||||||||||||||||||||||||||||||||||
| Dividends to non-controlling interest | — | — | — | — | — | (227) | (227) | ||||||||||||||||||||||||||||||||||
| Dividends paid | — | — | — | (1,578) | — | — | (1,578) | ||||||||||||||||||||||||||||||||||
| Issuance of shares upon vesting of equity awards | 722 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Change in ownership of consolidated subsidiaries, net | — | — | (62) | — | — | 40 | (22) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | 3,338 | — | 363 | 3,701 | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 290,984 | $ | 3 | $ | 33,501 | $ | 4,238 | $ | (6) | $ | 2,126 | $ | 39,862 |
See accompanying notes to consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 3,701 | $ | 3,336 | $ | 4,562 | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||
| Provision for (benefit from) deferred income taxes | 15 | 378 | 720 | ||||||||||||||
| Depreciation, depletion, amortization and accretion | 2,850 | 1,746 | 1,344 | ||||||||||||||
| (Gain) loss on extinguishment of debt | (2) | 4 | 99 | ||||||||||||||
| (Gain) loss on derivative instruments, net | (137) | 259 | 586 | ||||||||||||||
| Cash received (paid) on settlement of derivative instruments | (51) | (110) | (850) | ||||||||||||||
| (Income) loss from equity investment, net | (21) | (48) | (77) | ||||||||||||||
| Equity-based compensation expense | 65 | 54 | 55 | ||||||||||||||
| Other | 89 | 5 | 85 | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (42) | (71) | (47) | ||||||||||||||
| Income tax receivable | 9 | 283 | (283) | ||||||||||||||
| Prepaid expenses and other current assets | 54 | (89) | 21 | ||||||||||||||
| Accounts payable and accrued liabilities | (376) | 57 | (47) | ||||||||||||||
| Income taxes payable | 87 | (5) | 17 | ||||||||||||||
| Revenues and royalties payable | 168 | 123 | 156 | ||||||||||||||
| Other | 4 | (2) | (16) | ||||||||||||||
| Net cash provided by (used in) operating activities | 6,413 | 5,920 | 6,325 | ||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Drilling, completions, infrastructure and midstream additions to oil and natural gas properties | (2,867) | (2,701) | (1,938) | ||||||||||||||
| Property acquisitions | (8,920) | (2,013) | (1,675) | ||||||||||||||
| Proceeds from sale of assets | 467 | 1,407 | 327 | ||||||||||||||
| Other | 99 | (16) | (44) | ||||||||||||||
| Net cash provided by (used in) investing activities | (11,221) | (3,323) | (3,330) | ||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds under term loan agreement | 1,000 | — | — | ||||||||||||||
| Repayments under term loan agreement | (100) | — | — | ||||||||||||||
| Proceeds from borrowings under credit facilities | 3,375 | 4,779 | 5,204 | ||||||||||||||
| Repayments under credit facilities | (3,377) | (4,668) | (5,551) | ||||||||||||||
| Proceeds from senior notes | 5,500 | 400 | 2,500 | ||||||||||||||
| Repayment of senior notes | (25) | (134) | (2,410) | ||||||||||||||
| Proceeds from (repayments to) joint venture | — | — | (74) | ||||||||||||||
| Premium on extinguishment of debt | — | — | (63) | ||||||||||||||
| Repurchased shares under buyback program | (959) | (840) | (1,098) | ||||||||||||||
| Repurchased shares/units under Viper's buyback program | — | (95) | (153) | ||||||||||||||
| Proceeds from partial sale of investment in Viper Energy, Inc. | 451 | — | — | ||||||||||||||
| Net proceeds from Viper's issuance of common stock | 476 | — | — | ||||||||||||||
| Dividends paid to stockholders | (1,578) | (1,444) | (1,572) | ||||||||||||||
| Dividends/distributions to non-controlling interest | (227) | (129) | (217) | ||||||||||||||
| Other | (149) | (45) | (69) | ||||||||||||||
| Net cash provided by (used in) financing activities | 4,387 | (2,176) | (3,503) | ||||||||||||||
| Net increase (decrease) in cash and cash equivalents | (421) | 421 | (508) | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 585 | 164 | 672 | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 164 | $ | 585 | $ | 164 | |||||||||||
See accompanying notes to consolidated financial statements.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Organization and Description of the Business
Diamondback Energy, Inc., together with its subsidiaries (collectively referred to as “Diamondback” or the “Company” unless the context otherwise requires), is an independent oil and natural gas company currently focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas.
As of December 31, 2024, the wholly owned subsidiaries of Diamondback include Diamondback E&P LLC (“Diamondback E&P”), a Delaware limited liability company, Rattler Midstream GP LLC, a Delaware limited liability company (“Rattler’s GP”), Rattler Midstream LP, a Delaware limited partnership (“Rattler”), QEP Resources, Inc. (“QEP”), a Delaware corporation and Eclipse Merger Sub II, LLC, a Delaware limited liability company.
Rattler Merger
On August 24, 2022 (the “Effective Date”), the Company completed a merger with Rattler pursuant to which the Company acquired all of the approximately 38.51 million publicly held outstanding common units of Rattler in exchange for approximately 4.35 million shares of the Company’s common stock (the “Rattler Merger”). Rattler continued as the surviving entity. Following the Rattler Merger, the Company owns all of Rattler’s outstanding common units and Class B units, and Rattler’s GP remains the general partner of Rattler. Following the closing of the Rattler Merger, Rattler’s common units were delisted from Nasdaq and Rattler filed a certification on Form 15 with the SEC requesting the deregistration of its common units and suspension of Rattler’s reporting obligations under the Exchange Act.
The Rattler Merger was accounted for as a non-cash equity transaction resulting in increases to common stock of $44 thousand, additional paid-in-capital of $344 million, merger and integration expense of $11 million and a decrease in noncontrolling interests in consolidated subsidiaries of $344 million. For periods prior to the Effective Date, the results of operations attributable to the non-controlling interest in Rattler are presented within equity and net income and are shown separately from the equity and net income attributable to the Company.
Viper Conversion to Corporate Structure
On November 13, 2023, the Company’s publicly traded subsidiary, Viper Energy Partners LP, completed its conversion from a Delaware limited partnership into a Delaware corporation, Viper Energy, Inc. (“Viper”) (the “Viper Conversion”). At the time of the Viper Conversion, each of the Company’s common units representing limited partnership interest in Viper Energy Partners, LP was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class A common stock of Viper, and each of the Company’s Class B units representing a limited partnership interest in Viper Energy Partners, LP was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class B common stock of Viper. At the time of the Viper Conversion, Viper was a “controlled company” under the Nasdaq rules because the Company owned more than 50% of the voting power of Viper’s common stock.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its subsidiaries after all significant intercompany balances and transactions have been eliminated upon consolidation.
Viper is consolidated in the Company’s financial statements. On October 31, 2023, pursuant to a common unit purchase and sale agreement entered into on September 4, 2023, Viper issued approximately 7.22 million of its common units, which were converted to shares of Viper Class A common stock at the time of the Viper Conversion, to the Company at a price of $27.72 per unit for total consideration to Viper of approximately $200 million. On March 5, 2024, the Company exercised certain of its demand rights, pursuant to a registration rights agreement initially entered into on June 23, 2014, as amended and restated on May 9, 2018 and November 10, 2023, and on March 8, 2024, completed a public offering of approximately 13.23 million of Viper’s Class A common stock at a price of $35.00 per share for proceeds, net of underwriters’ discount, of approximately $451 million. After this offering, the Company owned less than 50% of Viper’s combined outstanding Class A common stock and Class B common stock, resulting in Viper no longer being a controlled
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
company under the Nasdaq rules. Following the completion of the Viper 2024 Equity Offering (as defined and discussed in Note 10—Stockholders' Equity and Earnings (Loss) Per Share) the Company’s ownership of Viper’s voting securities was further reduced to approximately 45%. However, the Company determined, in each case, that it still controls the activities of Viper in accordance with the guidance for variable interest entities in Accounting Standards Codification (“ASC”) Topic 810— “Consolidation” and therefore continues to consolidate Viper in the Company’s financial statements at December 31, 2024. See further discussion of the Company’s determination that Viper is a variable interest entity (“VIE”) in Note 2—Summary of Significant Accounting Policies.
As of December 31, 2024, the Company owned approximately 45% of Viper’s combined outstanding Class A common stock and Class B common stock. The results of operations attributable to the non-controlling interest in Viper are presented within equity and net income and are shown separately from the equity and net income attributable to the Company.
As of December 31, 2024, the Company is managed as one operating and reportable segment, the upstream segment, which is engaged in the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas and includes the activities of Viper as well as the Company’s remaining midstream operations. Prior to the Rattler Merger, both the upstream operations segment and the midstream operations segment were considered reportable segments. Following the Rattler Merger, the midstream operations segment no longer met the quantitative threshold for a reportable segment, but was considered an operating segment. Beginning in the fourth quarter of 2024, the Company’s Chief Operating Decision Maker (“CODM”) no longer receives separate financial information for Rattler due to its insignificance to the Company after further midstream asset divestitures, and Rattler is no longer considered to be an operating segment. As of December 31, 2024, the Company determined only the upstream segment met the quantitative requirements of a reportable segment and an operating segment.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had an immaterial effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
Certain amounts included in or affecting the Company’s consolidated financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the consolidated financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results could differ from those estimates.
Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry, given the challenges resulting from volatility in oil and natural gas prices. For instance, the war in Ukraine, the Israel-Hamas war and other conflicts in the Middle East, global supply chain disruptions, recent measures to combat persistent inflation and instability in the financial sector have contributed to recent economic and pricing volatility. The financial results of companies in the oil and natural gas industry have been impacted materially as a result of these events and changing market conditions. Such circumstances generally increase the uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.
The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include estimates of proved oil and natural gas reserves and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas properties, fair value estimates of derivative instruments, the fair value determination of assets acquired and liabilities assumed, and estimates of income taxes, including deferred tax valuation allowances.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with a maturity of three months or less and money market funds to be cash equivalents. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.
Accounts Receivable
Accounts receivable consist of receivables from joint interest owners on properties the Company operates and from sales of oil and natural gas production delivered to purchasers. The purchasers remit payment for production directly to the Company. Most payments for production are received within three months after the production date.
Accounts receivable are stated at amounts due from joint interest owners or purchasers, net of an allowance for expected losses as estimated by the Company when collection is doubtful. For receivables from joint interest owners, the Company typically has the ability to withhold future revenue disbursements to recover any non-payment of joint interest billings. Accounts receivable from joint interest owners or purchasers outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance for each type of receivable utilizing the loss-rate method, which considers a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company writes off specific accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses. At December 31, 2024 and 2023, the Company’s allowances for credit losses related to joint interest receivables and credit losses related to sales of oil and natural gas production were not material.
Derivative Instruments
The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. For commodity derivative instruments and interest rate swaps which have not been designated as hedges for accounting purposes, the Company marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations. To the extent that contracts with the same counterparty are allowed to be netted upon payment subject to a master netting arrangement, these amounts are reported on a net basis on the consolidated balance sheets. From the second quarter of 2021 through the second quarter of 2022, the Company had certain interest rate swaps designated as fair value hedges under the “shortcut” method of accounting. As such, gains and losses due to changes in the fair value of the interest rate swaps during those periods completely offset changes in the fair value of the hedged portion of the underlying debt. In the second quarter of 2022, the Company elected to fully dedesignate these interest rate swaps and hedge accounting was discontinued. For additional information regarding the Company’s derivative instruments, see Note 13—Derivatives.
Oil and Natural Gas Properties
The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition, exploration and development costs, including certain internal costs, are capitalized and amortized on a composite unit of production method based on proved oil, natural gas liquids and natural gas reserves. Internal costs capitalized to the full cost pool represent management’s estimate of costs incurred directly related to exploration and development activities such as geological and other internal costs associated with overseeing the exploration and development activities. Costs, including related employee costs, associated with production and operation of the properties are charged to expense as incurred. All other internal costs not directly associated with exploration and development activities are charged to expense as they are incurred. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas and natural liquids. Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs plus estimated future development costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $12.60, $10.21 and $8.87 for the years ended December 31, 2024, 2023 and 2022, respectively. Depletion
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
expense for oil and natural gas properties was $2.8 billion, $1.7 billion and $1.3 billion for the years ended December 31, 2024, 2023 and 2022, respectively.
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas properties net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (a) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions, and excluding the estimated abandonment costs for properties with asset retirement obligations recorded on the balance sheet, (b) the cost of properties not being amortized, if any, and (c) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. For additional information on proved oil and natural gas properties, see Note 6—Property and Equipment.
Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property on at least an annual basis for possible impairment. The Company assesses properties on a group basis, as a majority of properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.
Other Property, Equipment and Land
Other property, equipment and land is recorded at cost. The Company expenses maintenance and repairs in the period incurred. Upon retirements or disposition of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheet with the resulting gains or losses, if any, reflected in operations. Depreciation of other property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three years to 30 years.
Equity Method Investments
The Company accounts for its corporate joint ventures and equity investments under the equity method of accounting in accordance with Financial Accounting Standards Board ASC Topic 323 “Investments — Equity Method and Joint Ventures.” The Company applies the equity method of accounting to investments of less than 50% in an investee over which the Company has the ability to exercise significant influence but does not have control, and investments of greater than 50% in an investee over which the Company does not exercise significant influence or have control. Under the equity method of accounting, the Company’s share of the investee’s earnings or loss is recognized in the statement of operations. As of December 31, 2024, the Company’s proportionate share of the income or loss from equity method investments is recognized on a one or two-month lag for its equity method investments.
Judgment regarding the level of influence over each equity method investment includes considering key factors such as, but not limited to, ownership interest, representation on the board of directors, participation in policy-making decisions, material intercompany transactions and extent of ownership by an investor in relation to the concentration of other shareholdings. Additionally, an investment in a limited liability company that maintains a specific ownership account for each investor shall be viewed as similar to an investment in a limited partnership for purposes of determining whether a non-controlling investment shall be accounted for using the equity method or as an investment over which we do not have the ability to exercise significant influence.
The Company reviews its investments to determine if a loss in value which is other than a temporary decline has occurred. If such a loss has occurred, the Company recognizes an impairment provision. There were no significant impairments of the Company’s equity investments for the years ended December 31, 2024, 2023 and 2022. See Note 8—Equity Method Investments and Related Party Transactions for further details.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Asset Retirement Obligations
The Company measures the future cost to retire its tangible long-lived assets and recognizes such cost as a liability for legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction or normal operation of a long-lived asset.
Asset retirement obligations represent the future abandonment costs of tangible assets, namely wells. The fair value of a liability for an asset’s retirement obligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made, and the corresponding cost is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount or if there is a change in the estimated liability, the difference is recorded in oil and natural gas properties.
The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with the future plugging and abandonment of wells and related facilities. For additional information regarding the Company’s asset retirement obligations, see Note 7—Asset Retirement Obligations.
Impairment of Long-Lived Assets
Other property and equipment used in operations and midstream assets are reviewed whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable from its estimated future undiscounted cash flows. An impairment loss is the difference between the carrying amount and fair value of the asset. The Company had no significant impairment losses for the years ended December 31, 2024, 2023 and 2022.
Capitalized Interest
The Company capitalizes interest on expenditures made in connection with exploration and development projects that are not subject to current amortization. Interest is capitalized only for the period that activities are in progress to bring these unevaluated properties to their intended use. Capitalized interest cannot exceed gross interest expense. See Note 9—Debt for further details.
Inventories
Inventories are stated at the lower of cost or net realizable value and primarily consist of tubular goods and equipment at December 31, 2024 and 2023. The Company’s tubular goods and equipment are primarily comprised of oil and natural gas drilling or repair items such as tubing, casing and pumping units.
Debt Issuance Costs
Long-term debt includes capitalized costs related to the senior notes, net of accumulated amortization. The costs associated with the senior notes are netted against the senior notes balances and are amortized over the term of the senior notes using the effective interest method. See Note 9—Debt for further details. The costs associated with the Company’s credit facilities are included in other assets on the consolidated balance sheet and are amortized over the term of the facility.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Other Accrued Liabilities
The Company’s accrued liabilities are financial instruments for which the carrying value approximates fair value.
Other accrued liabilities consist of the following at December 31, 2024, and 2023:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Derivative liability payable | $ | 16 | $ | 13 | |||||||
| Lease operating expenses payable | 354 | 160 | |||||||||
| Ad valorem taxes payable | 242 | 129 | |||||||||
| Accrued compensation | 79 | 38 | |||||||||
| Interest payable | 145 | 73 | |||||||||
| Midstream operating expenses payable | 20 | 8 | |||||||||
| Other | 164 | 54 | |||||||||
| Total other accrued liabilities | $ | 1,020 | $ | 475 |
Revenue and Royalties Payable
For certain oil and natural gas properties, where the Company serves as operator, the Company receives production proceeds from the purchaser and further distributes such amounts to other revenue and royalty owners. Production proceeds that the Company has not yet distributed to other revenue and royalty owners are reflected as revenue and royalties payable in the accompanying consolidated balance sheets. The Company recognizes revenue for only its net revenue interest in oil and natural gas properties.
Non-controlling Interests
Non-controlling interests in the accompanying consolidated financial statements represent the public’s ownership interest in Viper as well as Rattler prior to the Rattler Merger, and are presented as a component of equity. When the Company’s relative ownership interests change, adjustments to non-controlling interest and additional paid-in-capital, tax effected, occur. Because these changes in the ownership interests do not result in a change of control, the transactions are accounted for as equity transactions under ASC Topic 810, “Consolidation,” which requires that any differences between the carrying value of the Company’s basis in Viper (and Rattler prior to the Rattler Merger) and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 10—Stockholders' Equity and Earnings (Loss) Per Share for a discussion of changes in the Company’s ownership interest in consolidated subsidiaries during the years ended December 31, 2024, 2023 and 2022.
Revenue Recognition
Revenue from Contracts with Customers
Sales of oil, natural gas and natural gas liquids are recognized at the point control of the product is transferred to the customer. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index, with certain adjustments to account for various factors depending on the points of sale. As a result, the price of the oil, natural gas and natural gas liquids fluctuates to remain competitive with other available oil, natural gas and natural gas liquids supplies.
Oil sales
The Company’s oil sales contracts are generally structured where it delivers oil to the purchaser at a contractually agreed-upon delivery point at which the purchaser takes custody, title and risk of loss of the product. The Company recognizes revenue when control transfers to the purchaser at the delivery point based on the price received from the purchaser. Oil revenues are recorded net of any third-party transportation fees and other applicable differentials in the Company’s consolidated statements of operations.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Natural gas and natural gas liquids sales
Under the Company’s natural gas processing contracts, it delivers natural gas to a midstream processing entity at the wellhead, battery facilities or the inlet of the midstream processing entity’s system. Generally, the midstream processing entity gathers and processes the natural gas and remits proceeds to the Company for the resulting sales of natural gas liquids and residue gas. In these scenarios, the Company evaluates whether it is the principal or the agent in the transaction. For those contracts where the Company has concluded it is the principal and the ultimate third party is its customer, the Company recognizes revenue on a gross basis, with transportation, gathering, processing, treating and compression fees presented as an expense in its consolidated statements of operations. Under contracts where the Company has concluded that it is the agent, the Company recognizes revenue on a net basis, with transportation, gathering, processing, treating and compression fees as a reduction to revenues in the consolidated statements of operations.
In certain natural gas processing agreements, the Company may elect to take its residue gas and/or natural gas liquids in-kind at the tailgate of the midstream entity’s processing plant and subsequently market the product. Through the marketing process, the Company delivers product to the ultimate third-party purchaser at a contractually agreed-upon delivery point and receives a specified index price from the purchaser. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the delivery point based on the index price received from the purchaser. The gathering, processing, treating and compression fees attributable to the gas processing contract, as well as any transportation fees incurred to deliver the product to the purchaser, are presented as gathering, processing and transportation expense in the consolidated statements of operations.
Sales of purchased oil and purchased oil expense
The Company enters into pipeline capacity commitments in order to secure available transportation capacity from the Company's areas of production for its commodities. Beginning in the third quarter of 2023, the Company has also entered into purchase transactions with third parties and separate sale transactions with third parties to satisfy certain of its unused oil pipeline capacity commitments. Revenues and expenses from these transactions are generally presented on a gross basis in the captions “Sales of purchased oil” and “Purchased oil expense” in the accompanying consolidated statements of operations as the Company acts as a principal in the transaction by assuming both the risks and rewards of ownership, including credit risk, of the oil volumes purchased and the responsibility to deliver the oil volumes sold.
Transaction price allocated to remaining performance obligations
The Company’s upstream product sales contracts do not originate until production occurs and, therefore, are not considered to exist beyond each days’ production. Therefore, there are no remaining performance obligations under any of its product sales contracts.
Under the Company’s revenue agreements, each delivery generally represents a separate performance obligation; therefore, future volumes delivered are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.
Contract balances
Under the Company’s product sales contracts, it has the right to invoice its customers once the performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s product sales contracts do not give rise to contract assets or liabilities.
Prior-period performance obligations
The Company records revenue in the month production is delivered to the purchaser. However, purchaser and settlement statements for natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. The Company records the differences between its estimates and the actual amounts received for product sales in the month that payment is received from the purchaser. The Company has existing internal controls for its revenue estimation process and related accruals, and any identified differences between its revenue estimates and actual revenue received historically have not been significant. For the years ended December 31, 2024, 2023 and 2022 revenue recognized in the reporting period related to performance obligations satisfied in
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
prior reporting periods was not material. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the revenue related to expected sales volumes and prices for those properties are estimated and recorded.
See Note 3—Revenue from Contracts with Customers for additional discussion of the Company’s revenues.
Accounting for Equity-Based Compensation
The Company has granted various types of stock-based awards including stock options and restricted stock units. Viper and Rattler, prior to the Rattler Merger, have granted various unit-based awards including unit options and phantom units to employees, officers and directors who perform services for the respective entities. These plans and related accounting policies for material awards are defined and described more fully in Note 11—Equity-Based Compensation. Equity compensation awards are measured at fair value on the date of grant and are expensed over the required service period. Forfeitures for these awards are recognized as they occur.
Environmental Compliance and Remediation
Environmental compliance and remediation costs, including ongoing maintenance and monitoring, are expensed as incurred. Liabilities are accrued when environmental assessments and remediation are probable, and the costs can be reasonably estimated.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.
The Company records uncertain tax positions based on a two-step process: (i) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. For additional information regarding income taxes, see Note 12—Income Taxes.
Accumulated Other Comprehensive Income (Loss)
The following table provides changes in the components of accumulated other comprehensive income, net of related income tax effects related to insignificant pension and postretirement benefit plans the Company acquired from Energen Corporation (“Energen”) and QEP (in millions):
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Balance at beginning of the period | $ | (8) | $ | (7) | $ | — | |||||||||||
| Net actuarial gain (loss) on pension and postretirement benefit plans | 2 | (1) | (9) | ||||||||||||||
| Income tax benefit (expense) | — | — | 2 | ||||||||||||||
| Balance at end of the period | $ | (6) | $ | (8) | $ | (7) |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Variable Interest Entity
Viper is a publicly traded corporation formed by the Company in 2014 to provide an attractive return to its stockholders (the largest of which is Diamondback) by focusing on business results, maximizing dividends through organic growth and pursuing accretive growth opportunities through acquisitions of mineral, royalty, overriding royalty, net profits and similar interests from the Company and from third parties. Viper has no employees and the Company provides management, operating and administrative services to Viper under a services and secondment agreement, including the services of the executive officers and other employees.
In connection with the reduction of the Company’s ownership percentage in Viper to below 50% in March 2024, the Company re-evaluated whether Viper should continue to be consolidated in the Company’s financial statements. Through December 31, 2024, Viper has continued to meet the definition of a VIE under ASC Topic 810, “Consolidation,” and the Company continued to be the primary beneficiary of the VIE through its ability, via existing contractual agreements, to direct the activities that most significantly affect the economic performance of Viper. The Company also has the obligation to absorb losses and the right to receive benefits that could be significant to Viper. As such, the Company will continue to consolidate the activity of Viper.
Viper maintains its own capital structure that is separate from the Company. The Company is not under any obligation to provide additional financial support or investment to Viper. Viper’s assets cannot be used by the Company for general corporate purposes, and the creditors of Viper’s liabilities do not have recourse to the Company’s assets. The assets and liabilities of Viper are included in the Company’s consolidated balance sheets and disclosed parenthetically, if material.
Recent Accounting Pronouncements
Recently Adopted Pronouncements
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842) – Common Control Arrangements.” This update (i) requires all lessees that are a party to a lease between entities under common control in which there are leasehold improvements to record amortization over the useful life of the leasehold improvements to the common control group, regardless of the lease term, and (ii) requires leasehold improvements to be accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. The Company adopted this update effective January 1, 2024 by electing to apply the guidance in ASU 2023-01 prospectively to all new leasehold improvements recognized on or after January 1, 2024. The adoption of this update did not have a material impact on the Company’s financial position, results of operations or liquidity.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted this amendment effective in the fourth quarter and applied retrospectively to all prior periods presented in the financial statements. Adoption of the update did not impact the Company’s financial position, results of operations or liquidity.
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses,” which requires additional disclosure about specified categories of expenses included in relevant expense captions presented on the income statement. The amendments are effective for annual periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.
The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from Contracts with Customers
The following tables present the Company’s revenue from contracts with customers:
| Year Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Oil sales | $ | 9,067 | $ | 7,279 | $ | 7,660 | |||||||||||||||||
| Natural gas sales | 89 | 262 | 858 | ||||||||||||||||||||
| Natural gas liquid sales | 944 | 687 | 1,048 | ||||||||||||||||||||
| Total oil, natural gas and natural gas liquid revenues | 10,100 | 8,228 | 9,566 | ||||||||||||||||||||
| Sales of purchased oil | 923 | 111 | — | ||||||||||||||||||||
| Other service revenues | 29 | 62 | 69 | ||||||||||||||||||||
| Total revenue from contracts with customers | $ | 11,052 | $ | 8,401 | $ | 9,635 |
The following tables present the Company’s revenue from oil, natural gas, and natural gas liquids disaggregated by basin:
| Year Ended December 31, 2024 | |||||||||||||||||||||||
| Midland Basin | Delaware Basin | Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Oil sales | $ | 7,711 | $ | 1,347 | $ | 9 | $ | 9,067 | |||||||||||||||
| Natural gas sales | 65 | 23 | 1 | 89 | |||||||||||||||||||
| Natural gas liquid sales | 779 | 165 | — | 944 | |||||||||||||||||||
| Total | $ | 8,555 | $ | 1,535 | $ | 10 | $ | 10,100 |
| Year Ended December 31, 2023 | |||||||||||||||||||||||
| Midland Basin | Delaware Basin | Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Oil sales | $ | 5,746 | $ | 1,527 | $ | 6 | $ | 7,279 | |||||||||||||||
| Natural gas sales | 176 | 85 | 1 | 262 | |||||||||||||||||||
| Natural gas liquid sales | 500 | 187 | — | 687 | |||||||||||||||||||
| Total | $ | 6,422 | $ | 1,799 | $ | 7 | $ | 8,228 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
| Year Ended December 31, 2022 | |||||||||||||||||||||||
| Midland Basin | Delaware Basin | Other | Total | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Oil sales | $ | 5,541 | $ | 2,107 | $ | 12 | $ | 7,660 | |||||||||||||||
| Natural gas sales | 563 | 292 | 3 | 858 | |||||||||||||||||||
| Natural gas liquid sales | 719 | 327 | 2 | 1,048 | |||||||||||||||||||
| Total | $ | 6,823 | $ | 2,726 | $ | 17 | $ | 9,566 |
Customers
The Company is subject to risk resulting from the concentration of its crude oil and natural gas sales and receivables with several significant purchasers. For the year ended December 31, 2024, four purchasers each accounted for more than 10% of our revenue: Vitol Inc. (“Vitol”) (17%), Enterprise Crude Oil LLC (“Enterprise”) (15%), Shell Trading (USA) Company (“Shell”) (13%) and DK Trading & Supply LLC (“DK”) (11%). For the year ended December 31, 2023, four purchasers each accounted for more than 10% of the Company’s revenue: Vitol (22%), DK (18%), Shell (14%) and Enterprise (13%). For the year ended December 31, 2022, two purchasers each accounted for more than 10% of the Company’s revenue: Vitol (23%) and Shell (20%). The Company does not require collateral and does not believe the loss of any single purchaser would materially impact its operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.
4. ACQUISITIONS AND DIVESTITURES
2024 Activity
Diamondback Acquisitions and Divestiture
Endeavor Acquisition
For details on the Endeavor Acquisition, see Note 5—Endeavor Energy Resources, LP Acquisition.
TRP Energy, LLC Asset Exchange
On December 20, 2024, the Company completed a transaction with TRP Energy, LLC (“TRP”), in which the Company exchanged certain assets including approximately 47,034 gross (35,673 net) acres located in the Delaware Basin and $325 million in cash, subject to customary post-closing adjustments, for certain of TRP’s assets consisting of approximately 21,582 gross (15,421 net) acres located in the Midland Basin with 55 operated locations (the “TRP Exchange”). The TRP Exchange is expected to expand our operating footprint and enhance our inventory of near-term drilling locations, and was valued at approximately $1.4 billion. The Company funded the cash portion of the exchange with cash on hand and borrowings under its revolving credit facility.
The following table presents the acquisition consideration transferred in the TRP Exchange (in millions):
| Consideration: | |||||
| Oil and natural gas properties | $ | 989 | |||
| Midstream assets | 53 | ||||
| Suspense liabilities relieved | (16) | ||||
| Cash consideration | 325 | ||||
| Total consideration | $ | 1,351 |
Acquisition Date Fair Value of Consideration Transferred
The acquisition date fair value of oil and natural gas properties transferred was determined using an income approach utilizing the discounted cash flow method, which takes into account production forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
estimated weighted-average cost of capital for industry market participants. These inputs are not observable in the market and are considered level 3 inputs within the fair value hierarchy. The oil and natural gas properties transferred did not significantly impact the Company’s capitalized costs or proved reserves as of December 31, 2024.
The acquisition date fair value of midstream assets transferred was determined based on the cost approach, which utilized asset listings and cost records with consideration for the age, condition, utilization and economic support of the assets.
Allocation of Consideration Transferred
The TRP Exchange has been accounted for under the acquisition method of accounting for business combinations in accordance with ASC Topic 805, “Business Combinations.” The following table represents the allocation of the total consideration transferred in the TRP Exchange to the identifiable assets acquired and the liabilities assumed based on the fair values at the acquisition date. Although the allocation of consideration transferred is substantially complete as of the date of this filing, title to properties exchanged remain subject to change as the details of the transaction are finalized subsequent to closing. As such, there may be further adjustments to the fair value of certain assets acquired and liabilities assumed. The allocation of consideration transferred will be finalized within twelve months of the closing date of the transaction.
The following table sets forth the Company’s purchase price allocation (in millions):
| Total consideration | $ | 1,351 | |||
| Fair value of liabilities assumed: | |||||
| Suspense liabilities | (3) | ||||
| Fair value of assets acquired: | |||||
| Oil and natural gas properties | 1,354 | ||||
| Net assets acquired and liabilities assumed | $ | 1,351 |
Oil and natural gas properties acquired were valued using an income approach utilizing the discounted cash flow method, which takes into account production forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an estimated weighted-average cost of capital for industry market participants. These inputs are not observable in the market and are considered level 3 inputs within the fair value hierarchy.
With the completion of the TRP Exchange, the Company acquired proved properties of $853 million and unproved properties of $501 million.
The results of operations attributable to the TRP Exchange since the acquisition date have been included in the consolidated statements of operations and were insignificant for the year ended December 31, 2024.
WTG Midstream Transaction
The Company owns a 25% non-operating equity investment in Remuda Midstream Holdings LLC, (the “WTG joint venture”). On July 15, 2024, the WTG joint venture sold its subsidiary, WTG Midstream LLC (the “WTG Midstream Transaction”), for which the Company received as its portion of the consideration 10.1 million common units issued by Energy Transfer LP (NYSE: ET) and $190 million in cash, subject to customary post-closing adjustments. The common unit consideration was also subject to preferred distributions to incentive members of the WTG joint venture which reduced the proceeds attributable to the Company. At the closing of the WTG Midstream Transaction, the value attributable to the Company of the 10.1 million common units was approximately $135 million, of which approximately $81 million was received by the Company and $54 million remains in an escrow account pursuant to an escrow agreement entered into by the WTG joint venture in connection with the initial transaction. The total value of distributions received by the Company through December 31, 2024 of $271 million (excluding amounts held in escrow) exceeded the carrying value of the Company’s investment balance in the WTG joint venture, resulting in a gain of approximately $74 million, which is included
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
in the caption “Other income (expense), net” in the consolidated statement of operations for the year ended December 31, 2024.
Viper Acquisitions
Viper Tumbleweed Acquisitions
In September and October of 2024, Viper completed a series of related acquisitions including the Viper TWR Acquisition, the Viper Q Acquisition and the Viper M Acquisition, collectively the (“Viper Tumbleweed Acquisitions”) as defined and discussed below.
On October 1, 2024, Viper acquired all of the issued and outstanding equity interests in TWR IV, LLC and TWR IV SellCo, LLC from Tumbleweed Royalty IV, LLC (“TWR IV”) and TWR IV SellCo Parent, LLC (the “Viper TWR Acquisition”), pursuant to a definitive purchase and sale agreement for consideration consisting of approximately (i) $464 million in cash, including transaction costs and certain customary post-closing adjustments, (ii) 10.09 million Viper LLC units to TWR IV, (iii) an option for TWR IV to acquire up to 10.09 million shares of Viper’s Class B Common Stock (the “TWR Class B Option”), and (iv) contingent cash consideration of up to $41 million, payable in January of 2026, based on the average price of WTI sweet crude oil prompt month futures contracts for the calendar year 2025 (the “WTI 2025 Average”).
TWR IV can exchange some or all of the Viper LLC units received for an equal number of shares of Viper’s Class A common stock upon expiration of the six month lockup period. The mineral and royalty interests acquired in the Viper TWR Acquisition represent approximately 3,067 net royalty acres located primarily in the Permian Basin. Viper funded the cash consideration through a combination of cash on hand, borrowings under the Viper LLC credit agreement and proceeds from the Viper 2024 Equity Offering (as defined and discussed in Note 10—Stockholders' Equity and Earnings (Loss) Per Share).
On September 3, 2024, Viper acquired all of the issued and outstanding equity interests in Tumbleweed-Q Royalties, LLC (the “Viper Q Acquisition”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $114 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of up to $5 million, payable in January of 2026, based on the WTI 2025 Average.
Additionally, on September 3, 2024, Viper acquired all of the issued and outstanding equity interests in MC TWR Royalties, LP and MC TWR Intermediate, LLC (the “Viper M Acquisition” and together with the Viper Q Acquisition, the “Viper Q & M Acquisitions”), pursuant to a definitive purchase and sale agreement for consideration consisting of (i) approximately $76 million in cash, including transaction costs and certain customary post-closing adjustments, and (ii) contingent cash consideration of up to $4 million, payable in January of 2026, based on the WTI 2025 Average. The mineral and royalty interests acquired in the Viper Q & M Acquisitions, represent approximately 406 and 267 net royalty acres located primarily in the Permian Basin, respectively. Viper funded the cash consideration for the Viper Q & M Acquisitions through a combination of cash on hand and borrowings under the Viper LLC credit agreement.
See Note 14—Fair Value Measurements for further discussion of the fair value of the Viper Tumbleweed Acquisitions contingent consideration liabilities (collectively, the “2026 WTI Contingent Liability”).
2023 Activity
Diamondback Acquisition and Divestitures
Lario Acquisition
On January 31, 2023, the Company closed on its acquisition of all leasehold interests and related assets of Lario Permian, LLC, a wholly owned subsidiary of Lario Oil and Gas Company, and certain associated sellers (collectively “Lario”). The acquisition included approximately 25,000 gross (16,000 net) acres in the Midland Basin and certain related oil and gas assets (the “Lario Acquisition”), in exchange for consideration of 4.33 million shares of the Company’s common stock and $814 million in cash, including customary post-closing adjustments. Approximately $113 million of the cash consideration was deposited in an indemnity holdback escrow account at closing and was distributed upon satisfactory settlement of any potential title defects on the acquired properties during the first quarter of 2024. The cash consideration for
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
the Lario Acquisition was funded through a combination of cash on hand, a portion of the net proceeds from the Company’s offering of 6.250% Senior Notes due 2053 and borrowings under the Company’s revolving credit facility.
The following table presents the acquisition consideration paid in the Lario Acquisition (in millions, except per share data, shares in thousands):
| Consideration: | |||||
| Shares of Diamondback common stock issued at closing | 4,330 | ||||
| Closing price per share of Diamondback common stock on the closing date | $ | 146.12 | |||
| Fair value of Diamondback common stock issued | $ | 633 | |||
| Cash consideration | 814 | ||||
| Total consideration (including fair value of Diamondback common stock issued) | $ | 1,447 |
Purchase Price Allocation
The Lario Acquisition has been accounted for as a business combination using the acquisition method. The following table represents the allocation of the total purchase price paid in the Lario Acquisition to the identifiable assets acquired and the liabilities assumed based on the fair values at the acquisition date. The purchase price allocation was completed in December 2023.
The following table sets forth the Company’s purchase price allocation (in millions):
| Total consideration | $ | 1,447 | |||
| Fair value of liabilities assumed: | |||||
| Other long-term liabilities | 37 | ||||
| Fair value of assets acquired: | |||||
| Oil and natural gas properties | 1,460 | ||||
| Inventories | 2 | ||||
| Other property, equipment and land | 22 | ||||
| Amount attributable to assets acquired | 1,484 | ||||
| Net assets acquired and liabilities assumed | $ | 1,447 |
Oil and natural gas properties were valued using an income approach utilizing the discounted cash flow method, which takes into account production forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an estimated weighted-average cost of capital for industry market participants. The fair value of acquired midstream assets, vehicles and a field office were based on the cost approach, which utilized asset listings and cost records with consideration for the reported age, condition, utilization and economic support of the assets and were included in the Company’s consolidated balance sheets under the caption “Other property, equipment and land.” The majority of the measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and are therefore considered Level 3 inputs in the fair value hierarchy.
With the completion of the Lario Acquisition, the Company acquired proved properties of $924 million and unproved properties of $536 million. The results of operations attributable to the Lario Acquisition since the acquisition date have been included in the consolidated statements of operations and include $488 million of total revenue and $200 million of net income for the year ended December 31, 2023.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Divestiture of Deep Blue Water Assets and Deep Blue Formation
On September 1, 2023, the Company closed on a joint venture agreement with Five Point Energy LLC (“Five Point”) to form Deep Blue Midland Basin LLC (“Deep Blue”). At closing, the Company contributed certain treated water, fresh water and saltwater disposal assets (the “Deep Blue Water Assets”) with a net carrying value of $703 million, including certain post-closing adjustments, and Five Point contributed $251 million in cash to Deep Blue. In exchange for these contributions, Deep Blue issued the Company a one-time cash distribution of approximately $516 million and a 30% equity ownership and voting interest, and issued to Five Point a 70% equity ownership and voting interest. Five Point is not considered a related party of the Company.
Additionally, under a separate agreement with Deep Blue, the Company continued to operate the Deep Blue Water Assets on a short-term basis. Five Point agreed to pay the Company approximately $47 million upon the successful transfer of operations to Deep Blue and the Company recorded approximately $43 million as a contingent consideration receivable on the closing date based on the assessed probability of earning the additional consideration. Upon the successful transfer of operations in June 2024, the Company received the full contingent consideration amount of $47 million.
The Company recorded its 30% equity interest in Deep Blue at fair value based on the cash consideration and contingent consideration contributed by Five Point to Deep Blue in exchange for its 70% equity ownership. The Company’s equity method investment in Deep Blue had an initial fair value of $126 million. The Company’s proportionate share of the income or loss from Deep Blue is recognized on a two-month lag. The Company has recognized an aggregate $13 million loss on the sale of its Deep Blue Water Assets, of which approximately $1 million was recognized during the year ended December 31, 2024. The loss on the sale of Deep Blue Water Assets is included in the caption “Other operating expenses” in the consolidated statement of operations. The majority of measurements utilized to determine the fair value amounts reported above relating to this transaction are based on inputs that are not observable in the market and are therefore considered Level 3 inputs in the fair value hierarchy.
The Company and Five Point currently anticipate collectively contributing $500 million in follow-on capital to fund future growth projects and acquisitions.
As part of the transaction, the Company also entered into a 15-year dedication with Deep Blue for its produced water and supply water within a 12-county area of mutual interest in the Midland Basin. See Note 8—Equity Method Investments and Related Party Transactions for further discussion of transactions with Deep Blue.
OMOG Divestiture
On July 28, 2023, the Company divested its 43% limited liability company interest in OMOG JV LLC (“OMOG”) for $225 million in cash received at closing. This divestiture resulted in a gain on the sale of equity method investments of approximately $35 million, which is included in the caption “Other income (expense), net” on the consolidated statements of operations for the year ended December 31, 2023. The Company used its net proceeds from this transaction for debt reduction and other general corporate purposes.
Non-Core Assets Divestiture
On April 28, 2023, the Company divested non-core assets to an unrelated third-party buyer consisting of approximately 19,000 net acres in Glasscock County, TX for net cash proceeds at closing of $269 million, including customary post-closing adjustments. The Company used its net proceeds from this transaction for debt reduction and other general corporate purposes.
On March 31, 2023, the Company divested non-core assets consisting of approximately 4,900 net acres in Ward and Winkler counties to unrelated third-party buyers for $72 million in net cash proceeds, including customary post-closing adjustments.
The divestitures of non-core oil and gas assets did not result in a significant alteration of the relationship between the Company’s capitalized costs and proved reserves and, accordingly, the Company recorded the proceeds as a reduction of its full cost pool with no gain or loss recognized on the sales.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Gray Oak Divestiture
On January 9, 2023, the Company divested its 10% non-operating equity investment in Gray Oak Pipeline, LLC (“Gray Oak”) for $172 million in net cash proceeds and recorded a gain on the sale of equity method investments of approximately $53 million, which is included in the caption “Other income (expense), net” on the consolidated statements of operations for the year ended December 31, 2023.
Viper Acquisitions
GRP Acquisition
On November 1, 2023, Viper acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP and affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”), pursuant to a definitive purchase and sale agreement for approximately 9.02 million Viper common units and $747 million in cash, including transaction costs and certain customary post-closing adjustments (the “GRP Acquisition”). The mineral and royalty interests acquired in the GRP Acquisition represent 4,600 net royalty acres in the Permian Basin, plus approximately 2,700 additional net royalty acres in other major basins. The cash consideration for the GRP Acquisition was funded through a combination of cash on hand and held in escrow, borrowings under the Viper LLC credit agreement, proceeds from the Viper 2031 Notes (as defined and discussed in Note 9—Debt) and proceeds from a $200 million common unit issuance to Diamondback.
2022 Activity
Diamondback Acquisitions and Divestiture
FireBird Energy LLC Acquisition
On November 30, 2022, the Company closed on its acquisition of all leasehold interests and related assets of FireBird Energy LLC, which included approximately 75,000 gross (68,000 net) acres in the Midland Basin and certain related oil and gas assets, in exchange for 5.92 million shares of the Company’s common stock and $787 million in cash, including certain customary post-closing adjustments. Approximately $125 million of the cash consideration was deposited in an indemnity holdback escrow account at closing and was distributed upon satisfactory settlement of any potential title defects on the acquired properties. The cash portion of the consideration for the FireBird Acquisition was funded through a combination of cash on hand and borrowings under the Company’s revolving credit facility. As a result of the FireBird Acquisition, the Company added approximately 854 gross producing wells.
The following table presents the acquisition consideration paid in the FireBird Acquisition (in millions, except per share data, shares in thousands):
| Consideration: | |||||
| Shares of Diamondback common stock issued at closing | 5,921 | ||||
| Closing price per share of Diamondback common stock on the closing date | $ | 148.02 | |||
| Fair value of Diamondback common stock issued | $ | 876 | |||
| Cash consideration | 787 | ||||
| Total consideration (including fair value of Diamondback common stock issued) | $ | 1,663 |
Purchase Price Allocation
The FireBird Acquisition has been accounted for as a business combination using the acquisition method. The following table represents the allocation of the total purchase price paid in the FireBird Acquisition to the identifiable assets acquired and the liabilities assumed based on their fair values at the acquisition date. The purchase price allocation was completed in November 2023.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The following table sets forth the Company’s purchase price allocation (in millions):
| Total consideration | $ | 1,663 | |||
| Fair value of liabilities assumed: | |||||
| Other long-term liabilities | 10 | ||||
| Fair value of assets acquired: | |||||
| Oil and natural gas properties | 1,598 | ||||
| Inventories | 3 | ||||
| Other property, equipment and land | 72 | ||||
| Amount attributable to assets acquired | 1,673 | ||||
| Net assets acquired and liabilities assumed | $ | 1,663 |
Oil and natural gas properties were valued using an income approach utilizing the discounted cash flow method, which takes into account production forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an estimated weighted-average cost of capital for industry market participants. The fair value of acquired midstream assets was based on the cost approach, which utilized asset listings and cost records with consideration for the reported age, condition, utilization and economic support of the assets and was included in the Company’s consolidated balance sheets under the caption “Other property, equipment and land.” The majority of the measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and are therefore considered Level 3 inputs.
With the completion of the FireBird Acquisition, the Company acquired proved properties of $648 million and unproved properties of $950 million. The results of operations attributable to the FireBird Acquisition from the acquisition date through December 31, 2022 have been included in the consolidated statement of operations and include $46 million of total revenue and $28 million of net income.
Delaware Basin Acquisition
On January 18, 2022, the Company acquired, from an unrelated third-party seller, approximately 6,200 net acres in the Delaware Basin for $232 million in cash, including customary post-closing adjustments. The acquisition was funded through cash on hand.
Other 2022 Acquisitions
Additionally during the year ended December 31, 2022, the Company acquired, from unrelated third-party sellers, approximately 4,000 net acres and over 200 gross wells in the Permian Basin for an aggregate purchase price of approximately $220 million in cash, including customary closing adjustments. The acquisitions were funded through cash on hand.
Non-Core Assets Divestiture
In October 2022, the Company completed the divestiture of non-core Delaware Basin acreage consisting of approximately 3,272 net acres, with net production of approximately 550 BO/d (800 BOE/d) for $155 million of net proceeds. The Company used the net proceeds from this transaction for debt reduction.
5. ENDEAVOR ENERGY RESOURCES, LP ACQUISITION
On September 10, 2024, the Company completed its acquisition of Endeavor Parent, LLC (“Endeavor”) (the “Endeavor Acquisition”) for consideration consisting of (i) $7.1 billion in cash paid to the Endeavor equityholders, (ii) $238 million for the repayment of Endeavor’s net debt, which included the $219 million net debt position and the associated $19 million make-whole premium paid upon redemption of the senior notes and costs incurred to terminate Endeavor’s revolving credit facility, and (iii) approximately 117.27 million shares of the Company’s common stock. The Endeavor Acquisition included approximately 500,849 gross (361,927 net) acres, which are primarily located in the Permian Basin. Following the
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Endeavor Acquisition, the Company believes its inventory has industry-leading depth and quality that will be converted into cash flow with the industry’s lowest cost structure, creating a differentiated value proposition for Diamondback stockholders.
The cash consideration for the Endeavor Acquisition was funded through a combination of cash on hand, the net proceeds from the Company’s April 2024 Notes offering and borrowings under the Tranche A Loans (as defined and discussed in Note 9—Debt). Immediately following the close of the Endeavor Acquisition, Endeavor equityholders held approximately 39.8% of Diamondback’s common stock. As of December 31, 2024, Endeavor’s equityholders held approximately 36% of the Company’s common stock.
Following the closing of the Endeavor Acquisition, the Company filed with the SEC a shelf registration statement, which became immediately effective upon filing, registering for resale the shares of common stock issued in the Endeavor Acquisition, as required by the terms of the related registration rights agreement.
The following table presents the acquisition consideration paid to Endeavor equityholders in the Endeavor Acquisition (in millions, except per share data, shares in thousands):
| Consideration: | |||||
| Shares of Diamondback common stock issued at closing | 117,267 | ||||
| Closing price per share of Diamondback common stock on the closing date | $ | 171.49 | |||
| Fair value of Diamondback common stock issued | $ | 20,110 | |||
| Base cash amount | $ | 8,000 | |||
| Preliminary closing adjustments | (928) | ||||
| Cash consideration to Endeavor equityholders | 7,072 | ||||
| Cash payment of net debt position and make-whole amount | 238 | ||||
| Total cash consideration | 7,310 | ||||
| Total consideration (including fair value of Diamondback common stock issued) | $ | 27,420 |
Purchase Price Allocation
The Endeavor Acquisition has been accounted for under the acquisition method of accounting for business combinations in accordance with ASC Topic 805, “Business Combinations.” The following table represents the preliminary allocation of the total purchase price for the acquisition of Endeavor to the identifiable assets acquired and the liabilities assumed based on the fair values at the acquisition date. Although the purchase price allocation is substantially complete as of the date of this filing, certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, final tax returns that provide the underlying tax basis of Endeavor’s assets and liabilities. As such, there may be further adjustments to the fair value of certain assets acquired and liabilities assumed, including Endeavor’s deferred tax liability, oil and natural gas properties, which include mineral and royalty interests acquired, and other property and equipment. The Company expects to complete the purchase price allocation during the 12-month period following the acquisition date.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The following table sets forth the Company’s preliminary purchase price allocation (in millions):
| Total consideration | $ | 27,420 | |||
| Fair value of liabilities assumed: | |||||
| Accounts payable - trade | $ | 18 | |||
| Accrued capital expenditures | 173 | ||||
| Other accrued liabilities | 613 | ||||
| Revenues and royalties payable | 567 | ||||
| Derivative instruments | 5 | ||||
| Income taxes payable | 261 | ||||
| Other current liabilities | 21 | ||||
| Asset retirement obligations | 259 | ||||
| Deferred income taxes | 7,211 | ||||
| Other long-term liabilities | 5 | ||||
| Amount attributable to liabilities acquired | $ | 9,133 | |||
| Fair value of assets acquired: | |||||
| Accounts receivable - joint interest and other, net | $ | 69 | |||
| Accounts receivable - oil and natural gas sales, net | 659 | ||||
| Inventories | 77 | ||||
| Derivative instruments | 25 | ||||
| Prepaid expenses and other current assets | 20 | ||||
| Oil and natural gas properties | 34,824 | ||||
| Other property, equipment and land | 849 | ||||
| Other assets | 30 | ||||
| Amount attributable to assets acquired | 36,553 | ||||
| Net assets acquired and liabilities assumed | $ | 27,420 |
The purchase price allocation above is based on the fair values of the assets and liabilities of Endeavor as of the closing date of the Endeavor Acquisition. The majority of the value of assets acquired and liabilities assumed was measured based on inputs that are not observable in the market and are therefore considered Level 3 inputs. The fair value of acquired property and equipment is based on the cost approach, which utilized asset listings and cost records with consideration for the reported age, condition, utilization and economic support of the assets. Oil and natural gas properties were valued using an income approach utilizing the discounted cash flow method, which takes into account production and mineral interest forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs which were then discounted utilizing an estimated weighted-average cost of capital for industry market participants. The value of derivative instruments was based on observable inputs including forward commodity-price curves which are considered Level 2 inputs. Deferred income taxes represent the tax effects of differences in the tax basis and acquisition-date fair values of assets acquired and liabilities assumed. The fair values of asset retirement obligations and inventories were calculated in accordance with the Company’s internal policies as described in Note 2—Summary of Significant Accounting Policies. The fair values of various current assets and liabilities including accounts receivable and accounts payable approximate their carrying values on the closing date of the Endeavor Acquisition because of the short-term nature of the instruments.
With the completion of the Endeavor Acquisition, the Company acquired proved properties of $20.6 billion and unproved properties of $14.2 billion, primarily in the Midland Basin.
The results of operations attributable to the Endeavor Acquisition since the acquisition date have been included in the consolidated statements of operations and include $1.8 billion of total revenue and $459 million of net income for the year ended December 31, 2024.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Pro Forma Financial Information (Unaudited)
The following unaudited summary pro forma financial information for the year ended December 31, 2024, 2023 and 2022 has been prepared to give effect to (i) the Endeavor Acquisition as if it had occurred on January 1, 2023, (ii) the TRP Exchange as if it had occurred on January 1, 2023, (iii) the Lario Acquisition as if it had occurred on January 1, 2022, and (iv) the FireBird Acquisition as if it had occurred on January 1, 2021. The unaudited pro forma financial information does not purport to be indicative of what the combined company’s results of operations would have been if the transaction had occurred on the dates indicated, nor is it indicative of the future financial position or results of operations of the combined company.
The below information reflects pro forma adjustments for the issuance of the Company’s common stock as consideration for the Endeavor Acquisition, the Lario Acquisition and the Firebird Acquisition as well as pro forma adjustments based on available information and certain assumptions that the Company believes are reasonable, including adjustments to depreciation, depletion and amortization based on the full cost method of accounting.
Additionally, pro forma earnings for the year ended December 31, 2024 include historical acquisition-related costs incurred by Endeavor of $415 million, which consist primarily of incentive compensation, investment banking and legal costs. The Company incurred acquisition related costs of $303 million for the year ended December 31, 2024 which consist primarily of $197 million in severance and accelerated incentive compensation payments to former Endeavor employees, $78 million in investment banking and legal costs incurred upon the closing of the Endeavor Acquisition, $14 million related to regulatory reviews under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other individually insignificant items including SEC filing fees and other professional fees. The pro forma results of operations do not include any cost savings or other synergies that may result from the Endeavor Acquisition or any estimated costs that have been or will be incurred by the Company to integrate the acquired assets. The pro forma financial data does not include the results of operations for any other acquisitions made during the periods presented, as they were primarily acreage acquisitions, and their results were not deemed material.
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||
| Revenues | $ | 15,706 | $ | 14,618 | $ | 10,542 | |||||||||||
| Income (loss) from operations | $ | 6,448 | $ | 7,787 | $ | 7,071 | |||||||||||
| Net income (loss) attributable to Diamondback Energy, Inc. | $ | 3,315 | $ | 5,668 | $ | 4,834 | |||||||||||
| Basic earnings (loss) per common share | $ | 11.19 | $ | 18.95 | $ | 25.74 | |||||||||||
| Diluted earnings (loss) per common share | $ | 11.19 | $ | 18.95 | $ | 25.74 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
6. PROPERTY AND EQUIPMENT
Property and equipment includes the following:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Oil and natural gas properties: | |||||||||||
| Subject to depletion | $ | 59,574 | $ | 33,771 | |||||||
| Not subject to depletion | 22,666 | 8,659 | |||||||||
| Gross oil and natural gas properties | 82,240 | 42,430 | |||||||||
| Accumulated depletion | (11,083) | (8,333) | |||||||||
| Accumulated impairment | (7,954) | (7,954) | |||||||||
| Oil and natural gas properties, net | 63,203 | 26,143 | |||||||||
| Other property, equipment and land | 1,440 | 673 | |||||||||
| Accumulated depreciation, amortization, accretion and impairment | (171) | (142) | |||||||||
| Total property and equipment, net | $ | 64,472 | $ | 26,674 | |||||||
| Balance of costs not subject to depletion: | |||||||||||
| Incurred in 2024 | $ | 15,793 | |||||||||
| Incurred in 2023 | 1,205 | ||||||||||
| Incurred in 2022 | 660 | ||||||||||
| Prior | 5,008 | ||||||||||
| Total not subject to depletion | $ | 22,666 |
Capitalized internal costs were approximately $90 million, $66 million and $58 million for the years ended December 31, 2024, 2023 and 2022, respectively. Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. Although the evaluation process has not been completed on our unevaluated properties, the Company currently estimates these costs will be added to the amortization base within fifteen years.
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter which determines a limit, or ceiling, on the book value of proved oil and natural gas properties. No impairment expense was recorded for the years ended December 31, 2024, 2023 and 2022.
In addition to commodity prices, the Company’s production rates, levels of proved reserves, future development costs, transfers of unevaluated properties and other factors will determine its actual ceiling test calculation and impairment analysis in future periods. If the trailing 12-month commodity prices decline as compared to the commodity prices used in prior quarters, the Company may have material write downs in subsequent quarters. Given the rate of change impacting the oil and natural gas industry described above, it is possible that circumstances requiring additional impairment testing will occur in future interim periods, which could result in potentially material impairment charges being recorded.
At December 31, 2024, there were $60 million in exploration and development costs and $473 million in capitalized interest that are not subject to depletion. At December 31, 2023, there were $77 million in exploration and development costs and $337 million in capitalized interest costs that were not subject to depletion.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
7. ASSET RETIREMENT OBLIGATIONS
The following table describes the changes to the Company’s asset retirement obligations liability for the following periods:
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Asset retirement obligations, beginning of period | $ | 245 | $ | 347 | |||||||
| Additional liabilities incurred | 8 | 4 | |||||||||
| Liabilities acquired | 278 | 8 | |||||||||
| Liabilities settled and divested | (37) | (88) | |||||||||
| Accretion expense | 22 | 16 | |||||||||
| Revisions in estimated liabilities(1) | 76 | (42) | |||||||||
| Asset retirement obligations, end of period | 592 | 245 | |||||||||
| Less: current portion(2) | 19 | 6 | |||||||||
| Asset retirement obligations - long-term | $ | 573 | $ | 239 |
(1) Revisions in estimated liabilities for the year ended December 31, 2024 are primarily the result of changes in estimated future plugging and abandonment costs due to increases in current cost estimates and other factors.
(2) The current portion of the asset retirement obligation is included in the caption “Other accrued liabilities” in the Company’s consolidated balance sheets.
The Company’s asset retirement obligations primarily relate to the future plugging and abandonment of wells and related facilities. The Company estimates the future plugging and abandonment costs of wells, the ultimate productive life of the properties, a risk-adjusted discount rate and an inflation factor in order to determine the current present value of this obligation. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligation liability, a corresponding adjustment is made to the oil and natural gas property balance.
8. EQUITY METHOD INVESTMENTS AND RELATED PARTY TRANSACTIONS
The Company considers its equity method investees to be related parties. At December 31, 2024 and 2023, the Company had the following significant equity method investments:
| Ownership Interest | December 31, 2024 | December 31, 2023 | |||||||||||||||
| (In millions) | |||||||||||||||||
| EPIC Crude Holdings, LP(1) | 27.5 | % | $ | 204 | $ | 93 | |||||||||||
| Wink to Webster Pipeline LLC | 4 | % | — | 92 | |||||||||||||
| BANGL LLC | 10 | % | 29 | 29 | |||||||||||||
| WTG joint venture(2) | 25 | % | — | 182 | |||||||||||||
| Deep Blue Midland Basin LLC | 30 | % | 137 | 128 | |||||||||||||
| Other | various | 5 | 5 | ||||||||||||||
| Total | $ | 375 | $ | 529 |
(1) On July 26, 2024, the Company acquired an additional 17.5% ownership interest in EPIC Crude Holdings, LP (“EPIC”), bringing the Company’s aggregate ownership interest to 27.5%.
(2) The WTG joint venture divested its subsidiary during the WTG Midstream Transaction in July 2024 as further discussed in Note 4—Acquisitions and Divestitures.
Income (loss) and distributions from the Company’s equity method investees were not material for the years ended December 31, 2024, 2023 or 2022.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The Company reviews its equity method investments to determine if a loss in value which is other than temporary has occurred when events indicate the carrying value of the investment may not be recoverable. If such a loss has occurred, the Company recognizes an impairment provision. No significant impairments were recorded for the Company’s equity method investments for the years ended December 31, 2024, 2023 or 2022. If economic challenges occur in future periods, it could result in circumstances requiring the Company to record potentially material impairment charges on its equity method investments.
Related Party Transactions—Deep Blue
In addition to the equity method investee activity reported above, the Company had other significant related party transactions with Deep Blue which at December 31, 2024 and 2023, include (i) contingent consideration and other post-close adjustments receivable from Deep Blue, (ii) accrued capital expenditures and other accrued payables related to a commitment to fund certain capital expenditures on projects that were in process at the time of the Deep Blue transaction, and (iii) lease operating expenses and capitalized expenses related to fees paid to Deep Blue under a 15-year dedication for its produced water and supply water within a 12-county area of mutual interest in the Midland Basin.
The following table presents the significant related party balances included in the consolidated balance sheets at December 31, 2024:
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Current assets - Accounts receivable | $ | 5 | $ | 61 | |||||||
| Current liabilities - Accrued capital expenditures | $ | (31) | $ | (21) | |||||||
| Current liabilities - Other accrued liabilities | $ | (22) | $ | (18) | |||||||
During the years ended December 31, 2024 and 2023, the Company also paid Deep Blue approximately $135 million and $35 million, respectively, for water services provided during the completion phase of wells. These costs were capitalized and are included in the caption “Oil and natural gas properties” on the consolidated balance sheet.
The following table presents the significant related party transactions included in the consolidated statements of operations for the year ended December 31, 2024:
| Year Ended December 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Lease operating expenses | $ | 114 | $ | 33 | |||||||||||||||||||
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
9. DEBT
The Company’s debt consisted of the following as of the dates indicated:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| 3.250% Senior Notes due 2026 | $ | 750 | $ | 750 | |||||||
| 5.625% Senior Notes due 2026(1) | 14 | 14 | |||||||||
| 5.200% Senior Notes due 2027 | 850 | — | |||||||||
| 7.125% Medium-term Notes, Series B, due 2028 | 73 | 73 | |||||||||
| 3.500% Senior Notes due 2029 | 915 | 921 | |||||||||
| 5.150% Senior Notes due 2030 | 850 | — | |||||||||
| 3.125% Senior Notes due 2031 | 767 | 789 | |||||||||
| 6.250% Senior Notes due 2033 | 1,100 | 1,100 | |||||||||
| 5.400% Senior Notes due 2034 | 1,300 | — | |||||||||
| 4.400% Senior Notes due 2051 | 650 | 650 | |||||||||
| 4.250% Senior Notes due 2052 | 750 | 750 | |||||||||
| 6.250% Senior Notes due 2053 | 650 | 650 | |||||||||
| 5.750% Senior Notes due 2054 | 1,500 | — | |||||||||
| 5.900% Senior Notes due 2064 | 1,000 | — | |||||||||
| Tranche A Loans | 900 | — | |||||||||
| Unamortized debt issuance costs | (91) | (46) | |||||||||
| Unamortized discount costs | (25) | (23) | |||||||||
| Unamortized premium costs | 3 | 4 | |||||||||
| Unamortized basis adjustment of dedesignated interest rate swap agreements(2) | (72) | (84) | |||||||||
| Viper revolving credit facility | 261 | 263 | |||||||||
| Viper 5.375% Senior Notes due 2027 | 430 | 430 | |||||||||
| Viper 7.375% Senior Notes due 2031 | 400 | 400 | |||||||||
| Total debt, net | 12,975 | 6,641 | |||||||||
| Less: current maturities of debt | 900 | — | |||||||||
| Total long-term debt | $ | 12,075 | $ | 6,641 |
(1) QEP remained the issuer of these senior notes subsequent to becoming a wholly owned subsidiary of the Company.
(2) Represents the unamortized basis adjustment related to two receive-fixed, pay variable interest rate swap agreements which were previously designated as fair value hedges of the Company’s $1.2 billion 3.500% fixed rate senior notes due 2029. These swaps were dedesignated in the second quarter of 2022 as discussed further in Note 13—Derivatives.
Debt maturities as of December 31, 2024, excluding debt issuance costs, premiums and discounts and the unamortized basis adjustment of dedesignated interest rate swap agreements are as follows:
| Year Ending December 31, | |||||
| (In millions) | |||||
| 2025 | $ | 900 | |||
| 2026 | 764 | ||||
| 2027 | 1,280 | ||||
| 2028 | 334 | ||||
| 2029 | 915 | ||||
| Thereafter | 8,967 | ||||
| Total | $ | 13,160 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback E&P, collectively, unless otherwise specified.
Second Amended and Restated Credit Facility
On March 6, 2024, Diamondback E&P, as borrower, and Diamondback Energy, Inc., as parent guarantor, entered into a fourteenth amendment to the existing credit agreement, which upon consummation of the Endeavor Acquisition, (i) increased the maximum credit amount from $1.6 billion to $2.5 billion, which may be further increased to a total maximum commitment of $2.6 billion, (ii) decreased the swingline commitments amount from $100 million to $50 million and (iii) made certain amendments to the representations and warranties, affirmative and negative covenants, and events of default. As of December 31, 2024, the Company had no outstanding borrowings under the credit agreement and $2.5 billion available for future borrowings. The weighted average interest rate on borrowings under the credit agreement was 6.33%, 6.31% and 3.91% for the years ended December 31, 2024, 2023 and 2022, respectively. During the fourth quarter of 2024, the Company exercised an election to extend the maturity date of the credit agreement by one year to June 2, 2029.
Outstanding borrowings under the credit agreement bear interest at a per annum rate elected by Diamondback E&P that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”) or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.0%), in each case plus the applicable margin. After giving effect to the amendment, (i) the applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate, and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level, and (ii) the commitment fee ranges from 0.125% to 0.325% per annum on the average daily unused portion of the commitments, based on the pricing level. The pricing level depends on the Company’s long-term senior unsecured debt ratings.
The credit agreement contains a financial covenant that requires us to maintain a Total Net Debt to Capitalization Ratio (as defined in the credit agreement) of no more than 65%. As of December 31, 2024, the Company was in compliance with all financial maintenance covenants under the revolving credit facility, as then in effect.
Term Loan Agreement
In connection with the Endeavor Acquisition, Diamondback Energy, Inc., as guarantor, entered into a Term Loan Credit Agreement with Diamondback E&P LLC, as borrower, and Citibank, N.A., as administrative agent (the “Term Loan Agreement”) on February 29, 2024.
The Term Loan Agreement provided the Company with the ability to borrow up to $1.5 billion, which was comprised of $1.0 billion of Tranche A Loans (the “Tranche A Loans”) and $500 million of Tranche B Loans on an unsecured basis to fund a portion of the cash consideration for the Endeavor Acquisition, repay certain debt of Endeavor or pay fees, costs and expenses related to the acquisition. The undrawn Tranche B Loans were terminated on August 2, 2024. As of December 31, 2024, the Company had $900 million in outstanding borrowings under the Tranche A Loans. During the year ended December 31, 2024, the weighted average interest rate on borrowings under the Term Loan Agreement was 6.13%.
The initial Tranche A Loans were made in a single borrowing on the date of closing of the Endeavor Acquisition (the “Closing Date”) and any remaining outstanding amounts will mature and be payable in full on the first anniversary of the Closing Date.
Outstanding borrowings under the Term Loan Agreement bear interest at a per annum rate elected by the Company that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”) or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.0%), in each case plus the applicable margin. After giving effect to the amendment, (i) the applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate, and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level, and (ii) the commitment fee is equal to 0.125% per annum on the aggregate principal amount of the commitments. The pricing level depends on the Company’s long-term senior unsecured debt ratings.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Bridge Facility
On February 11, 2024, in connection with the Endeavor Acquisition, Diamondback Energy, Inc., as guarantor, obtained commitments of $8.0 billion to a 364-day senior unsecured term loan facility with Diamondback E&P LLC, as borrower, and Citigroup Global Markets Inc., as administrative agent (the “Bridge Facility”). The Bridge Facility was reduced on a dollar-for-dollar basis by the amount of the Term Loan Agreement to $6.5 billion on February 29, 2024 and was further reduced on a dollar-for-dollar basis by the amount of the April 2024 Notes (as defined below) to $1.0 billion. The undrawn Bridge Facility was terminated on June 4, 2024. The Company recorded additional interest expense of $28 million during the year ended December 31, 2024, respectively, related to the amortization and write-off of debt issuance costs incurred for the Bridge Facility.
2024 Issuance of Notes
On April 18, 2024, Diamondback Energy, Inc., as borrower, and Diamondback E&P LLC, as guarantor, issued an aggregate of $5.5 billion in senior notes, consisting of (i) $850 million aggregate principal amount of 5.200% Senior Notes due April 18, 2027 (the “2027 Notes”), (ii) $850 million aggregate principal amount of 5.150% Senior Notes due January 30, 2030 (the “2030 Notes”), (iii) $1.3 billion aggregate principal amount of 5.400% Senior Notes due April 18, 2034 (the “2034 Notes”), (iv) $1.5 billion aggregate principal amount of 5.750% Senior Notes due April 18, 2054 (the “2054 Notes”), and (v) $1.0 billion aggregate principal amount of 5.900% Senior Notes due April 18, 2064 (the “2064 Notes” and together with the 2027 Notes, the 2030 Notes the 2034 Notes and the 2054 Notes, the “April 2024 Notes”). The April 2024 Notes are included in the Guaranteed Senior Notes for the Company. The Company received net proceeds of $5.5 billion, after underwriters’ discounts and transaction costs. Interest on the 2030 Notes is payable semi-annually on January 30 and July 30 of each year, beginning on July 30, 2024. Interest on each other series of notes will be payable semi-annually on April 18 and October 18 of each year. The Company used the net proceeds to fund a portion of the cash consideration for the Endeavor
2023 Issuance of Notes
On October 19, 2023, Viper completed an offering of $400 million in aggregate principal amount of its 7.375% Senior Notes maturing on November 1, 2031 (the “Viper 2031 Notes”). Viper received net proceeds of approximately $394 million, after deducting the initial purchasers’ discount and transaction costs, from the Viper 2031 Notes. Viper loaned the gross proceeds to Viper LLC, which used the proceeds to partially fund the cash portion of the GRP Acquisition.
Retirement of Notes
In the first quarter of 2024, the Company opportunistically repurchased principal amounts of $22 million of its 3.125% Senior Notes due 2031 and $6 million of its 3.500% Senior Notes due 2029 for total cash consideration, including accrued interest paid of $25 million. These repurchases resulted in an immaterial gain on extinguishment of debt during the year ended December 31, 2024.
In the second quarter of 2023, the Company repurchased principal amounts of $30 million of its 3.250% Senior Notes due 2026 and $100 million of its 3.500% Senior Notes due 2029 for total cash consideration, including accrued interest paid, of $124 million. These repurchases resulted in an immaterial loss on extinguishment of debt during the year ended December 31, 2023.
The Company redeemed the principal amount of its $10 million 5.250% Senior Notes due 2023 at maturity on May 1, 2023.
Guaranteed Senior Notes
The Guaranteed Senior Notes are the Company’s senior unsecured obligations and are fully and unconditionally guaranteed by Diamondback E&P, are senior in right of payment to any of the Company’s future subordinated indebtedness and rank equal in right of payment with all of the Company’s existing and future senior indebtedness.
The Viper Notes are senior unsecured obligations of Viper, initially guaranteed on a senior unsecured basis by Viper LLC, and will pay interest semi-annually. The Company will not guarantee the Viper Notes. In the future, each of Viper’s restricted subsidiaries that either (i) guarantees any of its or a guarantor’s indebtedness, or (ii) is a domestic restricted
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
subsidiary and is an obligor with respect to any indebtedness under any credit facility will be required to guarantee the Viper Notes.
Viper LLC’s Credit Agreement
On November 22, 2024, Viper LLC entered into a thirteenth amendment to its existing credit agreement, which among other things, (i) maintained a maximum credit amount of $2.0 billion, (ii) maintained a borrowing base of $1.3 billion, and (iii) increased the aggregate elected commitment amount from $850 million to $1.3 billion.
As of December 31, 2024, Viper LLC had $261 million of outstanding borrowings and $1.0 billion available for future borrowings under its credit agreement. The weighted average interest rates on borrowings under Viper LLC’s credit agreement were 7.34%, 7.41%, and 4.22% for the years ended December 31, 2024, 2023 and 2022, respectively. Viper LLC’s credit agreement will mature on September 22, 2028.
The outstanding borrowings under Viper LLC’s credit agreement bear interest at a rate elected by Viper LLC that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”), or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 1-month Adjusted Term SOFR plus 1.0%), in each case plus the applicable margin. The applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternative base rate and from 2.00% to 3.00% per annum in the case of Adjusted Term SOFR, in each case depending on the amount of the loans outstanding in relation to the commitment, which is calculated using the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. Viper LLC is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment. The credit agreement is secured by substantially all the assets of Viper and Viper LLC.
The Viper LLC credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.
| Financial Covenant | Required Ratio | ||||
| Ratio of total net debt to EBITDAX, as defined in the Viper LLC credit agreement | Not greater than 4.0 to 1.0 | ||||
| Ratio of current assets to liabilities, as defined in the Viper LLC credit agreement | Not less than 1.0 to 1.0 | ||||
| Ratio of secured debt to EBITDAX, as defined in the Viper LLC credit agreement | Not greater than 2.5 to 1.0 |
As of December 31, 2024, Viper LLC was in compliance with all financial maintenance covenants under the Viper LLC credit agreement.
Interest Expense
The following amounts have been incurred and charged to interest expense for the years ended December 31, 2024, 2023 and 2022:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Interest expense | $ | 624 | $ | 346 | $ | 272 | |||||||||||
| Other fees and expenses | 3 | 2 | 12 | ||||||||||||||
| Less: interest income | 156 | 18 | 6 | ||||||||||||||
| Less: capitalized interest | 336 | 171 | 124 | ||||||||||||||
| Interest expense, net | $ | 135 | $ | 159 | $ | 154 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
10. STOCKHOLDERS’ EQUITY AND EARNINGS (LOSS) PER SHARE
Common Stock Repurchase Program
The Company’s board of directors has approved a common stock repurchase program to acquire up to $6.0 billion of the Company’s outstanding common stock, excluding excise tax. Purchases under the repurchase program may be made from time to time in open market or privately negotiated transactions, and are subject to market conditions, applicable regulatory and legal requirements, contractual obligations and other factors. The repurchase program does not require the Company to acquire any specific number of shares. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors at any time. During the years ended December 31, 2024, 2023 and 2022, the Company repurchased approximately $959 million, $838 million and $1.1 billion of common stock under the respective repurchase programs, respectively, in each case excluding excise tax. As of December 31, 2024, approximately $2.7 billion remained available for future repurchases under the Company’s common stock repurchase program, excluding excise tax.
Viper 2024 Equity Offering
On September 13, 2024, Viper completed an underwritten public offering of approximately 11.5 million shares of its Class A common stock, which included 1.5 million shares issued pursuant to an option to purchase additional shares of Class A common stock granted to the underwriters, at a price to the public of $42.50 per share for total net proceeds to Viper of approximately $476 million, after underwriters’ discounts and transaction costs (the “Viper 2024 Equity Offering”). The net proceeds were used to fund a portion of the cash consideration for the Viper TWR Acquisition.
See Note 17—Subsequent Events for discussion of additional subsequent Viper equity offering.
Change in Ownership of Consolidated Subsidiaries
Non-controlling interests in the accompanying consolidated financial statements represent minority interest ownership in Viper and Rattler through the Effective Date of the Rattler Merger and are presented as a component of equity. When the Company’s relative ownership interests in Viper and Rattler, through the Effective Date of the Rattler Merger, change, adjustments to non-controlling interest and additional paid-in-capital, tax effected, will occur.
The following table summarizes changes in the ownership interest in consolidated subsidiaries during the respective periods presented:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Net income (loss) attributable to the Company | $ | 3,338 | $ | 3,143 | $ | 4,386 | |||||||||||
| Change in ownership of consolidated subsidiaries | (62) | 77 | (46) | ||||||||||||||
| Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest | $ | 3,276 | $ | 3,220 | $ | 4,340 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Dividends
The following table presents dividends and distribution equivalent rights paid on the Company’s common stock during the respective periods:
| Base | Variable | Total Per Share | Total | ||||||||||||||||||||
| (In per share) | (In millions) | ||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| First quarter | $ | 0.90 | $ | 2.18 | $ | 3.08 | $ | 552 | |||||||||||||||
| Second quarter | 0.90 | 1.07 | 1.97 | 355 | |||||||||||||||||||
| Third quarter | 0.90 | 1.44 | 2.34 | 419 | |||||||||||||||||||
| Fourth quarter | 0.90 | — | 0.90 | 263 | |||||||||||||||||||
| Total year-to-date | $ | 3.60 | $ | 4.69 | $ | 8.29 | $ | 1,589 | |||||||||||||||
| 2023 | |||||||||||||||||||||||
| First quarter | $ | 0.80 | $ | 2.15 | $ | 2.95 | $ | 546 | |||||||||||||||
| Second quarter | 0.80 | 0.03 | 0.83 | 151 | |||||||||||||||||||
| Third quarter | 0.84 | — | 0.84 | 151 | |||||||||||||||||||
| Fourth quarter | 0.84 | 2.53 | 3.37 | 607 | |||||||||||||||||||
| Total year-to-date | $ | 3.28 | $ | 4.71 | $ | 7.99 | $ | 1,455 | |||||||||||||||
| 2022 | |||||||||||||||||||||||
| First quarter | $ | 0.60 | $ | — | $ | 0.60 | $ | 108 | |||||||||||||||
| Second quarter | 0.70 | 2.35 | 3.05 | 548 | |||||||||||||||||||
| Third quarter | 0.75 | 2.30 | 3.05 | 532 | |||||||||||||||||||
| Fourth quarter | 0.75 | 1.51 | 2.26 | 400 | |||||||||||||||||||
| Total year-to-date | $ | 2.80 | $ | 6.16 | $ | 8.96 | $ | 1,588 |
Viper’s Common Stock Repurchase Program
Viper’s board of directors has currently approved a common stock repurchase program to acquire up to $750 million of Viper’s outstanding Class A common stock, excluding excise tax, over an indefinite period of time. During the year ended December 31, 2024 Viper had no repurchases under its repurchase program. During the years ended December 31, 2023 and 2022, Viper repurchased approximately $95 million, and $151 million under its repurchase program. As of December 31, 2024, $434 million remains available Viper’s common stock repurchase program, excluding excise tax.
Dividends to Non-Controlling Interest
During the years ended December 31, 2024, 2023 and 2022, Viper paid $227 million, $129 million, and $182 million of distributions and dividends to its public shareholders, excluding Diamondback, in accordance with the dividend policy approved by its board of directors. Prior to the Rattler Merger, Rattler made $35 million of distributions to its common unitholders during the year ended December 31, 2022 in accordance with the distribution policy approved by its board of directors. These dividends are reflected under the caption “Dividends/distributions to non-controlling interest” on the Company’s consolidated statement of stockholders’ equity and consolidated statements of cash flows.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Earnings (Loss) Per Share
The Company’s basic earnings (loss) per share amounts have been computed using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of common stock and participating securities. Basic earnings (loss) per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Diluted earnings per share include the effect of potentially dilutive shares outstanding for the period. Additionally, the per share earnings of Viper and Rattler prior to the Effective Date of the Rattler Merger are included in the consolidated earnings per share computation based on the consolidated group’s holdings of the subsidiaries.
A reconciliation of the components of basic and diluted earnings (loss) per common share is presented below:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||
| Net income (loss) attributable to common shares | $ | 3,338 | $ | 3,143 | $ | 4,386 | |||||||||||
| Less: distributed and undistributed earnings allocated to participating securities(1) | 21 | 22 | 42 | ||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 3,317 | $ | 3,121 | $ | 4,344 | |||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic weighted average common shares outstanding | 213,545 | 179,999 | 176,539 | ||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Weighted-average potential common shares issuable | — | — | — | ||||||||||||||
| Diluted weighted average common shares outstanding | 213,545 | 179,999 | 176,539 | ||||||||||||||
| Basic net income (loss) attributable to common shares | $ | 15.53 | $ | 17.34 | $ | 24.61 | |||||||||||
| Diluted net income (loss) attributable to common shares | $ | 15.53 | $ | 17.34 | $ | 24.61 |
(1) Unvested restricted stock awards and performance stock awards that contain nonforfeitable distribution equivalent rights are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.
11. EQUITY-BASED COMPENSATION
Under the equity incentive plan (the “Equity Plan”), approved by the board of directors, the Company is authorized to issue up to 11.80 million shares of incentive and non-statutory stock options, restricted stock awards and restricted stock units, performance awards and stock appreciation rights to eligible employees. The Company currently has outstanding restricted stock units and performance-based restricted stock units under the Equity Plan. At December 31, 2024, approximately 4.65 million shares of common stock remain available for future grants under the Equity Plan. The Company classifies its restricted stock units and performance-based restricted stock units as equity-based awards and estimates the fair values of restricted stock awards and units as the closing price of the Company’s common stock on the grant date of the award, which is expensed over the applicable vesting period.
In addition to the Equity Plan, Viper maintains its own long-term incentive plan, which is not significant to the Company.
The following table presents the financial statement impacts of equity compensation plans and related costs on the Company’s financial statements:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| General and administrative expenses | $ | 65 | $ | 54 | $ | 55 | |||||||||||
| Equity-based compensation capitalized pursuant to full cost method of accounting for oil and natural gas properties | $ | 30 | $ | 26 | $ | 21 | |||||||||||
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Restricted Stock Units
The following table presents the Company’s restricted stock unit activity during the year ended December 31, 2024 under the Equity Plan:
| Restricted Stock Units | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested at December 31, 2023 | 751,196 | $ | 132.29 | ||||||||
| Granted | 368,390 | $ | 179.64 | ||||||||
| Vested | (436,343) | $ | 129.85 | ||||||||
| Forfeited | (37,835) | $ | 151.39 | ||||||||
| Unvested at December 31, 2024 | 645,408 | $ | 159.84 |
The aggregate grant date fair value of restricted stock units that vested during the years ended December 31, 2024, 2023 and 2022 was $57 million, $48 million and $41 million, respectively. As of December 31, 2024, the Company’s unrecognized compensation cost related to unvested restricted stock units was $78 million, which is expected to be recognized over a weighted-average period of 2.0 years.
Performance-Based Restricted Stock Units
To provide long-term incentives for executive officers to deliver competitive returns to the Company’s stockholders, the Company has granted performance-based restricted stock units to eligible employees. The ultimate number of shares awarded from these conditional restricted stock units is based upon measurement of total stockholder return of the Company’s common stock (“TSR”) as compared to a designated peer group during a three-year performance period.
In March 2024, eligible employees received performance restricted stock unit awards totaling 110,989 units from which a minimum of 0% and a maximum of 200% of the units could be awarded based upon the measurement of total stockholder return of the Company’s common stock as compared to a designated peer group during the three-year performance period of January 1, 2024 to December 31, 2026 and cliff vest at December 31, 2026 subject to continued employment. The initial payout of the March 2024 awards will be further adjusted by a TSR modifier that may reduce the payout or increase the payout up to a maximum of 250%. Additionally, in September 2024 the Company granted 6,750 units under substantially the same terms as the March 2024 performance restricted stock unit awards.
In March 2023, eligible employees received performance restricted stock unit awards totaling 126,347 units from which a minimum of 0% and a maximum of 200% of the units could be awarded based upon the measurement of total stockholder return of the Company’s common stock as compared to a designated peer group during the three-year performance period of January 1, 2023 to December 31, 2025 and cliff vest at December 31, 2025 subject to continued employment. The initial payout of the March 2023 awards will be further adjusted by a TSR modifier that may reduce the payout or increase the payout up to a maximum of 250%. Additionally, in July 2023 the Company granted 1,858 units under substantially the same terms as the March 2023 performance restricted stock unit awards.
In March 2022, eligible employees received performance restricted stock unit awards totaling 126,905 units from which a minimum of 0% and a maximum of 200% units could be awarded based upon the TSR during the three-year performance period of January 1, 2022 to December 31, 2024. These awards cliff vested at 250% on December 31, 2024 based upon the results of the TSR during the performance period, which was further adjusted by a TSR modifier.
The fair value of each performance restricted stock unit issuance is estimated at the date of grant using a Monte Carlo simulation, which results in an expected percentage of units to be earned during the performance period.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The following table presents a summary of the grant-date fair values of performance restricted stock units granted and the related assumptions for the awards granted during the periods presented:
| March 2024 | September 2024 | March 2023 | July 2023 | 2022 | |||||||||||||||||||||||||
| Grant-date fair value | $ | 341.38 | $ | 337.23 | $ | 259.52 | $ | 222.09 | $ | 237.13 | |||||||||||||||||||
| Risk-free rate | 4.38 | % | 3.54 | % | 4.64 | % | 4.70 | % | 1.44 | % | |||||||||||||||||||
| Company volatility | 41.40 | % | 34.40 | % | 46.90 | % | 47.20 | % | 72.10 | % |
The following table presents the Company’s performance restricted stock unit activity under the Equity Plan for the year ended December 31, 2024:
| Performance Restricted Stock Units | Weighted Average Grant-Date Fair Value | ||||||||||
| Unvested at December 31, 2023 | 278,056 | $ | 234.80 | ||||||||
| Granted | 293,081 | $ | 341.14 | ||||||||
| Vested | (292,235) | $ | 114.12 | ||||||||
| Unvested at December 31, 2024(1) | 278,902 | $ | 278.72 |
(1)A maximum of 647,818 units could be awarded based upon the Company’s final TSR ranking.
As of December 31, 2024, the Company’s unrecognized compensation cost related to unvested performance based restricted stock awards and units was $41 million, which is expected to be recognized over a weighted-average period of 1.8 years.
12. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company is subject to corporate income taxes and the Texas margin tax. The Company and its subsidiaries, other than Viper, Viper LLC and other certain subsidiaries classified as partnerships for U.S. federal income tax purposes, file a U.S. federal corporate income tax return on a consolidated basis. Viper’s provision for income taxes is included in the Company’s consolidated income tax provision and, to the extent applicable, in net income attributable to the non-controlling interest.
Subsequent to the Effective Date of the Rattler Merger, Rattler is a member of the group filing consolidated income tax returns with Diamondback Energy, Inc. and its subsidiaries. As such, Rattler’s current and deferred income taxes continue to be included in the Company’s consolidated income tax expense from continuing operations.
The Company’s effective income tax rates were 17.8%, 21.5% and 20.5% for the years ended December 31, 2024, 2023 and 2022, respectively. Total income tax expense for the year ended December 31, 2024 differed from amounts computed by applying the U.S. federal statutory tax rate to pre-tax income primarily due to (i) the impact of removing the valuation allowance against Viper, (ii) state income taxes, net of federal benefit, and (iii) other permanent differences between book and taxable income for the year ended December 31, 2024. Total income tax expense for the year ended December 31, 2023 differed from amounts computed by applying the U.S. federal statutory tax rate to pre-tax income for the period primarily due to state income taxes, net of federal benefit, partially offset by the impact of permanent differences between book and taxable income and tax benefit resulting from a reduction in the valuation allowance on Viper’s deferred tax assets for the year ended December 31, 2023. Total income tax expense for the year ended December 31, 2022 differed from amounts computed by applying the U.S. federal statutory tax rate to pre-tax income for the period primarily due to (i) state income taxes, net of federal benefit, partially offset by (ii) the impact of permanent differences between book and taxable income and (iii) tax benefit resulting from a reduction in the valuation allowance on Viper’s and QEP’s deferred tax assets for the year ended December 31, 2022.
In connection with the closing of the Endeavor Acquisition, the Company assumed approximately $261 million of taxes payable and recognized a $7.2 billion deferred tax liability.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
In connection with the Company’s public offering of Viper’s Class A common stock and resulting decrease in its ownership of Viper in March 2024, the Company recorded a $36 million increase in tax payable and a $3 million increase in deferred tax liability through paid in capital and an $18 million increase in the deferred tax asset, net of valuation allowance, through non-controlling interest on the Company’s condensed consolidated balance sheet.
The components of the Company’s consolidated provision for income taxes from continuing operations for the years ended December 31, 2024, 2023 and 2022 are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Current income tax provision (benefit): | |||||||||||||||||
| Federal | $ | 752 | $ | 505 | $ | 421 | |||||||||||
| State | 33 | 29 | 33 | ||||||||||||||
| Total current income tax provision (benefit) | 785 | 534 | 454 | ||||||||||||||
| Deferred income tax provision (benefit): | |||||||||||||||||
| Federal | 10 | 370 | 706 | ||||||||||||||
| State | 5 | 8 | 14 | ||||||||||||||
| Total deferred income tax provision (benefit) | 15 | 378 | 720 | ||||||||||||||
| Total provision for (benefit from) income taxes | $ | 800 | $ | 912 | $ | 1,174 |
A reconciliation of the statutory federal income tax amount from continuing operations to the recorded expense is as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Income tax expense (benefit) at the federal statutory rate (21%) | $ | 945 | $ | 892 | $ | 1,205 | |||||||||||
| State income tax expense, net of federal tax effect | 30 | 31 | 42 | ||||||||||||||
| Non-deductible compensation | 9 | 8 | 10 | ||||||||||||||
| Change in valuation allowance | (156) | (7) | (71) | ||||||||||||||
| Other, net | (28) | (12) | (12) | ||||||||||||||
| Provision for (benefit from) income taxes | $ | 800 | $ | 912 | $ | 1,174 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Deferred tax assets: | |||||||||||
| Net operating loss and other carryforwards | $ | 225 | $ | 236 | |||||||
| Derivative instruments | — | 22 | |||||||||
| Viper's investment in Viper LLC | 185 | 170 | |||||||||
| Other | 75 | 28 | |||||||||
| Deferred tax assets | 485 | 456 | |||||||||
| Valuation allowance | (119) | (233) | |||||||||
| Deferred tax assets, net of valuation allowance | 366 | 223 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Oil and natural gas properties and equipment | 9,850 | 2,463 | |||||||||
| Midstream investments | 140 | 162 | |||||||||
| Other | 29 | 2 | |||||||||
| Total deferred tax liabilities | 10,019 | 2,627 | |||||||||
| Net deferred tax liabilities | $ | 9,653 | $ | 2,404 |
The Company had net deferred tax liabilities of approximately $9.7 billion and $2.4 billion at December 31, 2024 and 2023, respectively.
At December 31, 2024, the Company had approximately $332 million of federal NOLs and $4 million of federal tax credits expiring in 2037 and $206 million of federal NOLs with an indefinite carryforward life, including NOLs acquired from QEP. The Company principally operates in the state of Texas and is subject to Texas Margin Tax, which currently does not include an NOL carryover provision. The Company’s federal tax attributes, including those acquired from QEP and Rattler, are subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which relates to tax attribute limitations upon the 50% or greater change of ownership of an entity during any three-year look back period. Other than as described below regarding realization of tax attributes acquired from QEP, the Company believes that the application of Section 382 of the Code will not have an adverse effect on future usage of the Company’s NOLs and credits.
On August 24, 2022, the Company completed the Rattler Merger. Management assessed the likelihood that the federal net operating losses and other tax attributes acquired from Rattler will be utilized, taking into consideration Rattler’s inclusion in consolidated income tax returns with Diamondback, and the annual limitation on utilization of tax attributes following Rattler’s ownership change pursuant to Section 382 of the Code. As a result of the assessment, including consideration of all available positive and negative evidence, management determined that it continues to be more likely than not that Rattler will realize its deferred tax assets as of December 31, 2024.
As of December 31, 2024, the Company had a valuation allowance of $11 million related to federal NOL and credit carryforwards acquired from QEP which are estimated not more likely than not to be realized prior to expiration. In addition, the Company had a valuation allowance of $108 million primarily related to certain state NOL carryforwards which the Company does not believe are realizable as it does not anticipate significant future operations in those states and fully released Viper’s remaining valuation allowance, as discussed further below. Management’s assessment at each balance sheet date included consideration of all available positive and negative evidence including the anticipated timing of reversal of deferred tax liabilities and the limitations imposed by Section 382 of the Code on certain of the Company’s NOLs and other carryforwards. Management believes that the balance of the Company’s NOLs is realizable to the extent of future taxable income primarily related to the excess of book carrying value of properties over their respective tax bases. As of December 31, 2024, management determined that it is more likely than not that the Company will realize its remaining deferred tax assets.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
At December 31, 2024, the Company’s net deferred tax liabilities include deferred tax assets of approximately $185 million related to Viper’s investment in Viper LLC. Deferred taxes are provided on the difference between Viper’s basis for financial accounting purposes and basis for federal income tax purposes in its investment in Viper LLC.
As of December 31, 2024, Viper released its remaining valuation allowance of approximately $156 million as a result of management’s assessment of the realizability of future taxable income. During the years ended December 31, 2023 and 2022, Viper recognized deferred income tax benefits of $7 million and $50 million, respectively, related to a partial release in its beginning-of-the year valuation allowance, based on a change in judgment about the realizability of its deferred tax assets. Management’s assessment of all available evidence, both positive and negative, supporting realizability of Viper’s deferred tax assets as required by applicable accounting standards, resulted in recognition of tax benefit for the portion of Viper’s deferred tax assets considered more likely than not to be realized. The positive evidence assessed included recent cumulative income due in part to higher commodity prices remaining consistently high, acquisitions of additional oil and natural gas properties and an expectation of future taxable income based upon recent actual and forecasted production volumes and prices.
The following table sets forth changes in the Company’s unrecognized tax benefits:
| December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Balance at beginning of year | $ | — | $ | 7 | $ | 7 | |||||||||||
| Decrease resulting from expiration of statute | — | (7) | — | ||||||||||||||
| Balance at end of year | — | — | 7 | ||||||||||||||
| Less: Effects of temporary items | — | — | (4) | ||||||||||||||
| Total that, if recognized, would impact the effective income tax rate as of the end of the year | $ | — | $ | — | $ | 3 |
The Company recognizes the tax benefit from a tax position only if it is more likely than not that it will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. The Company’s federal and state income tax returns for the years ended December 31, 2021 through December 31, 2023 remain open for all purposes of examination by the IRS and major state taxing jurisdictions. However, certain earlier tax years remain open for adjustment to the extent of their NOL carryforwards available for future utilization. It is reasonably possible that significant changes to the reserve for uncertain tax positions may occur as a result of various audits and the expiration of the statute of limitations. Although the timing and outcome of tax examinations is highly uncertain, the Company does not expect the change in unrecognized tax benefit within the next 12 months would have a material impact to the financial statements.
The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the year ended December 31, 2024, there was no interest associated with uncertain tax positions recognized in the Company’s consolidated financial statements. During the years ended December 31, 2023 and 2022, there was an insignificant amount of interest associated with uncertain tax positions recognized in the Company’s consolidated financial statements. During the years ended December 31, 2024, 2023 and 2022, there were no penalties related to each period associated with uncertain tax positions recognized in the Company’s consolidated financial statements.
13. DERIVATIVES
At December 31, 2024, the Company has commodity derivative contracts and interest rate swaps outstanding. All derivative financial instruments are recorded at fair value.
Commodity Contracts
The Company has entered into multiple crude oil and natural gas derivatives, indexed to the respective indices as noted in the table below, to reduce price volatility associated with certain of its oil and natural gas sales. As part of the Endeavor Acquisition, the Company acquired a number of derivative financial instruments that were added to its hedging program during the third quarter of 2024. The Company has not designated its commodity derivative instruments as hedges for accounting purposes and, as a result, marks its commodity derivative instruments to fair value and recognizes the cash and
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
non-cash changes in fair value in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”
By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company has entered into commodity derivative instruments only with counterparties that are also lenders under its credit facility and have been deemed an acceptable credit risk. As such, collateral is not required from either the counterparties or the Company on its outstanding commodity derivative contracts.
As of December 31, 2024, the Company had the following outstanding commodity derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed:
| Swaps | Collars | ||||||||||||||||||||||||||||
| Settlement Month | Settlement Year | Type of Contract | Bbls/MMBtu Per Day | Index | Weighted Average Differential | Weighted Average Floor Price | Weighted Average Ceiling Price | ||||||||||||||||||||||
| OIL | |||||||||||||||||||||||||||||
| Jan. - Mar. | 2025 | Basis Swap(1) | 64,000 | Argus WTI Midland | $1.09 | $— | $— | ||||||||||||||||||||||
| Jan. - Mar. | 2025 | Costless Collar | 13,000 | WTI Cushing | $— | $60.00 | $89.55 | ||||||||||||||||||||||
| Apr. - Dec. | 2025 | Basis Swap(1) | 51,000 | Argus WTI Midland | $1.07 | $— | $— | ||||||||||||||||||||||
| NATURAL GAS | |||||||||||||||||||||||||||||
| Jan. - Mar. | 2025 | Costless Collar | 750,000 | Henry Hub | $— | $2.52 | $5.26 | ||||||||||||||||||||||
| Jan. - Mar. | 2025 | Basis Swap(1) | 670,000 | Waha Hub | $(0.82) | $— | $— | ||||||||||||||||||||||
| Apr. - Dec. | 2025 | Costless Collar | 690,000 | Henry Hub | $— | $2.49 | $5.28 | ||||||||||||||||||||||
| Apr. - Dec. | 2025 | Basis Swap(1) | 610,000 | Waha Hub | $(0.84) | $— | $— | ||||||||||||||||||||||
| Jan. - Dec. | 2026 | Costless Collar | 320,000 | Henry Hub | $— | $2.50 | $6.21 | ||||||||||||||||||||||
| Jan. - Dec. | 2026 | Basis Swap(1) | 30,000 | Waha Hub | $(1.29) | $— | $— |
(1) The Company has fixed price basis swaps for the spread between the Cushing crude oil price and the Midland WTI crude oil price as well as the spread between the Henry Hub natural gas price and the Waha Hub natural gas price. The weighted average differential represents the amount of reduction to the Cushing, Oklahoma, oil price and the Waha Hub natural gas price for the notional volumes covered by the basis swap contracts.
| Settlement Month | Settlement Year | Type of Contract | Bbls Per Day | Index | Strike Price | Deferred Premium | ||||||||||||||||||||||||||||||||
| OIL | ||||||||||||||||||||||||||||||||||||||
| Jan. - Mar. | 2025 | Put | 52,000 | Brent | $60.00 | $1.48 | ||||||||||||||||||||||||||||||||
| Jan. - Mar. | 2025 | Put | 83,000 | Argus WTI Houston | $55.84 | $1.59 | ||||||||||||||||||||||||||||||||
| Jan. - Mar. | 2025 | Put | 142,000 | WTI Cushing | $56.58 | $1.59 | ||||||||||||||||||||||||||||||||
| Apr. - Jun. | 2025 | Put | 43,000 | Brent | $58.84 | $1.52 | ||||||||||||||||||||||||||||||||
| Apr. - Jun. | 2025 | Put | 81,000 | Argus WTI Houston | $55.12 | $1.59 | ||||||||||||||||||||||||||||||||
| Apr. - Jun. | 2025 | Put | 113,000 | WTI Cushing | $55.71 | $1.57 | ||||||||||||||||||||||||||||||||
| Jul. - Sep. | 2025 | Put | 20,000 | Brent | $57.50 | $1.61 | ||||||||||||||||||||||||||||||||
| Jul. - Sep. | 2025 | Put | 67,000 | Argus WTI Houston | $55.00 | $1.61 | ||||||||||||||||||||||||||||||||
| Jul. - Sep. | 2025 | Put | 42,000 | WTI Cushing | $55.00 | $1.54 | ||||||||||||||||||||||||||||||||
| Oct. - Dec. | 2025 | Put | 5,000 | Brent | $55.00 | $1.83 | ||||||||||||||||||||||||||||||||
| Oct. - Dec. | 2025 | Put | 30,000 | Argus WTI Houston | $55.00 | $1.64 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Interest Rate Swaps and Treasury Locks
Interest Rate Swaps
The Company had two receive-fixed, pay variable interest rate swap agreements for notional amounts of $600 million, which were designated as fair value hedges of the Company’s $1.2 billion 3.50% fixed rate senior notes due 2029 (the “2029 Notes”) at inception. During the third quarter of 2024, the Company terminated and settled $300 million of the notional amount of one interest rate swap for a loss of $37 million recognized in the caption “Gain (loss) on derivative instruments, net” on the consolidated statement of operations for the year ended December 31, 2024. As a result of the partial termination, the Company has remaining interest rate swap agreements for a notional amount of $900 million at December 31, 2024. The Company receives a fixed 3.50% rate of interest on these swaps. Effective on May 28, 2023, the variable rate of interest the Company pays on these swaps was reset from three month LIBOR to three month SOFR plus 2.1865%.
The interest rate swaps were designated as fair value hedges at inception. In the second quarter of 2022, the Company elected to fully dedesignate these interest rate swaps and hedge accounting was discontinued. The cumulative fair value basis adjustment recorded on the 2029 Notes at the time of dedesignation totaled $135 million. This basis adjustment is being amortized to interest expense over the remaining term of the 2029 Notes utilizing the effective interest method. See Note 9—Debt for further details. The dedesignated interest rate swaps are considered economic hedges of the Company’s fixed-rate debt. As such, changes in the fair value of the interest rate swaps after the date of dedesignation have been recorded in earnings under the caption “Gain (loss) on derivative instruments, net” in the consolidated statements of operations.
Treasury Locks
During the second quarter of 2024, the Company entered into certain treasury lock contracts to reduce the forecasted interest rate risk associated with the issuance of the April 2024 Notes. The treasury locks were terminated and settled upon issuance of the April 2024 Notes with a loss of $25 million recognized in the caption “Gain (loss) on derivative instruments, net” on the consolidated statement of operations for the year ended December 31, 2024.
Balance Sheet Offsetting of Derivative Assets and Liabilities
The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. See Note 14—Fair Value Measurements for further details.
Gains and Losses on Derivative Instruments
The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Gain (loss) on derivative instruments, net: | |||||||||||||||||
| Commodity contracts | $ | 210 | $ | (239) | $ | (528) | |||||||||||
| Interest rate swaps | (45) | (20) | (58) | ||||||||||||||
| 2026 WTI Contingent Liability | (3) | — | — | ||||||||||||||
| Treasury locks | (25) | — | — | ||||||||||||||
| Total | $ | 137 | $ | (259) | $ | (586) | |||||||||||
| Net cash received (paid) on settlements: | |||||||||||||||||
| Commodity contracts(2) | $ | 57 | $ | (61) | $ | (849) | |||||||||||
| Interest rate swaps(1) | (83) | (49) | (1) | ||||||||||||||
| Treasury locks | (25) | — | — | ||||||||||||||
| Total | $ | (51) | $ | (110) | $ | (850) |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(1)The year ended December 31, 2024 includes cash paid on interest rate swaps terminated prior to their contractual maturity of $37 million.
(2)The year ended December 31, 2022 includes cash paid on commodity contracts terminated prior to their contractual maturity of $138 million.
14. FAIR VALUE MEASUREMENTS
Fair value is defined as 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.
Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.
Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.
See Note 4—Acquisitions and Divestitures and Note 5—Endeavor Energy Resources, LP Acquisition for discussion of the fair values of proved oil and natural gas properties assumed in business combinations.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Certain assets and liabilities are reported at fair value on a recurring basis, including the Company’s commodity derivative instruments, interest rate swaps, and investments in the common stock of other entities. The fair values of the Company’s commodity derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. The fair values of the Company’s interest rate swaps are determined based on inputs that are readily available in public markets, are determined based on inputs readily available in public markets, can be derived from information available in publicly quoted markets, or are provided by financial institutions that trade these contracts. These valuations are Level 2 inputs. The fair value of interest rate swaps is recorded as an asset or liability on the consolidated balance sheets. The net amounts of derivative instruments are classified as current or noncurrent based on their anticipated settlement dates. The Company has an immaterial investment in the Class A common stock of Verde Clean Fuels, Inc. The Company elected the fair value option for measuring the fair value of this equity investment. The investment is reported at fair value using observable, quoted stock prices and is included in “Other assets” on the Company’s consolidated balance sheet at December 31, 2024.
Viper LLC has an immaterial contingent liability that is reported at fair value using observable market data inputs and a Monte Carlo pricing model, which are considered Level 2 inputs within the fair value hierarchy. The 2026 WTI Contingent Liability is recorded in “Other long-term liabilities” on the Company’s consolidated balance sheets at December 31, 2024, with the change in fair value being recognized in “Gain (loss) on derivative instruments, net” on the Company’s consolidated statements of operations for the year ended December 31, 2024.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented under the captions “Derivative instruments” in the Company’s consolidated balance sheets as of December 31, 2024 and December 31, 2023:
| As of December 31, 2024 | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Gross Fair Value | Gross Amounts Offset in Balance Sheet | Net Fair Value Presented in Balance Sheet | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 274 | $ | — | $ | 274 | $ | (106) | $ | 168 | ||||||||
| Non-current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 19 | $ | — | $ | 19 | $ | (17) | $ | 2 | ||||||||
| Non-current assets- Other assets: | ||||||||||||||||||||
| Investment | $ | 8 | $ | — | $ | — | $ | 8 | $ | — | $ | 8 | ||||||||
| Liabilities: | ||||||||||||||||||||
| Current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 121 | $ | — | $ | 121 | $ | (106) | $ | 15 | ||||||||
| Interest rate swaps | $ | — | $ | 28 | $ | — | $ | 28 | $ | — | $ | 28 | ||||||||
| Non-current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 27 | $ | — | $ | 27 | $ | (17) | $ | 10 | ||||||||
| Interest rate swaps | $ | — | $ | 96 | $ | — | $ | 96 | $ | — | $ | 96 | ||||||||
| Non-current liabilities- Other long-term liabilities: | ||||||||||||||||||||
| 2026 WTI Contingent Liability | $ | — | $ | 30 | $ | — | $ | 30 | $ | — | $ | 30 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
| As of December 31, 2023 | ||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total Gross Fair Value | Gross Amounts Offset in Balance Sheet | Net Fair Value Presented in Balance Sheet | |||||||||||||||
| (In millions) | ||||||||||||||||||||
| Assets: | ||||||||||||||||||||
| Current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 88 | $ | — | $ | 88 | $ | (71) | $ | 17 | ||||||||
| Non-current assets- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 8 | $ | — | $ | 8 | $ | (7) | $ | 1 | ||||||||
| Non-current assets- Other assets: | ||||||||||||||||||||
| Investment | $ | 5 | $ | — | $ | — | $ | 5 | $ | — | $ | 5 | ||||||||
| Liabilities: | ||||||||||||||||||||
| Current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 111 | $ | — | $ | 111 | $ | (71) | $ | 40 | ||||||||
| Interest rate swaps | $ | — | $ | 46 | $ | — | $ | 46 | $ | — | $ | 46 | ||||||||
| Non-current liabilities- Derivative instruments: | ||||||||||||||||||||
| Commodity derivative instruments | $ | — | $ | 12 | $ | — | $ | 12 | $ | (7) | $ | 5 | ||||||||
| Interest rate swaps | $ | — | $ | 117 | $ | — | $ | 117 | $ | — | $ | 117 |
Assets and Liabilities Not Recorded at Fair Value
The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Carrying | Carrying | ||||||||||||||||||||||
| Value | Fair Value | Value | Fair Value | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Debt | $ | 12,975 | $ | 12,564 | $ | 6,641 | $ | 6,507 |
The fair values of the Company’s credit agreement and Viper LLC’s credit agreement approximate their carrying values based on borrowing rates available to the Company for bank loans with similar terms and maturities and are classified as Level 2 in the fair value hierarchy. The fair values of the outstanding notes were determined using the quoted market prices at each period end, a Level 1 classification in the fair value hierarchy.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include those acquired in a business combination, inventory, proved and unproved oil and natural gas properties, equity method investments, asset retirement obligations and other long-lived assets that are written down to fair value when they are impaired or held for sale. Refer to Note 4—Acquisitions and Divestitures, Note 5—Endeavor Energy Resources, LP Acquisition and Note 6—Property and Equipment for additional discussion of nonrecurring fair value adjustments.
Fair Value of Financial Assets
The carrying amount of cash and cash equivalents, receivables, prepaid expenses, other current assets, payables, other accrued liabilities and funds held in escrow approximate their fair value because of the short-term nature of the instruments.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
15. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Interest paid, net of capitalized interest | $ | (269) | $ | (146) | $ | (135) | |||||||||||
| Cash (paid) received for income taxes, net | $ | (605) | $ | (352) | $ | (718) | |||||||||||
| Supplemental disclosure of non-cash transactions: | |||||||||||||||||
| Accrued capital expenditures included in accounts payable and accrued expenses | $ | 787 | $ | 618 | $ | 520 | |||||||||||
| Capitalized stock-based compensation | $ | 30 | $ | 26 | $ | 21 | |||||||||||
| Common shares issued for acquisitions | $ | 20,110 | $ | 633 | $ | 1,220 | |||||||||||
| Viper LLC's units issued for acquisition | $ | 468 | $ | — | $ | — | |||||||||||
| Assets contributed in exchange for ownership interest in an equity method investment | $ | — | $ | 126 | $ | — | |||||||||||
| Asset retirement obligations acquired | $ | 278 | $ | 8 | $ | 19 |
Non-cash investing activities for the year ended December 31, 2024 include additions of $1.0 billion as a result of the TRP Exchange. See Note 4—Acquisitions and Divestitures for further discussion of the TRP Exchange.
16. COMMITMENTS AND CONTINGENCIES
The Company is a party to various routine legal proceedings, disputes and claims arising in the ordinary course of its business, including those that arise from interpretation of federal and state laws and regulations affecting the crude oil and natural gas industry, personal injury claims, title disputes, royalty disputes, contract claims, employment claims, claims alleging violations of antitrust laws, contamination claims relating to oil and natural gas exploration and development and environmental claims, including claims involving assets previously sold to third parties and no longer part of the Company’s current operations. While the ultimate outcome of the pending proceedings, disputes or claims and any resulting impact on the Company, cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records accrued liabilities for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.
Commitments
The following is a schedule of minimum future payments with commitments that have initial or remaining noncancellable terms in excess of one year as of December 31, 2024:
| Year Ending December 31, | Transportation Commitments**(1)(2)** | Electrical Fracturing Fleet**(3)** | Sand Supply Agreement**(4)** | Produced Water Disposal Commitments**(5)** | Electrical Power Agreements**(6)** | |||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | $ | 209 | $ | 74 | $ | 41 | $ | 4 | $ | 99 | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 232 | 50 | 23 | 4 | 77 | |||||||||||||||||||||||||||||||||||||||||||||
| 2027 | 278 | 50 | 2 | 3 | 67 | |||||||||||||||||||||||||||||||||||||||||||||
| 2028 | 268 | 25 | — | 4 | 37 | |||||||||||||||||||||||||||||||||||||||||||||
| 2029 | 267 | — | — | 4 | 35 | |||||||||||||||||||||||||||||||||||||||||||||
| Thereafter | 1,585 | — | — | 18 | 50 | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 2,839 | $ | 199 | $ | 66 | $ | 37 | $ | 365 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
(1)Total costs incurred under take-or-pay and throughput obligations were approximately $337 million, $266 million and $249 million in 2024, 2023 and 2022, respectively.
(2)The Company has committed to transport gross quantities of crude oil and natural gas on various pipelines under a variety of contracts including throughput and take-or-pay agreements. The Company’s failure to purchase the minimum level of quantities would require it to pay shortfall fees up to the amount of the original monthly commitment amounts included in the table above.
(3)In 2022, the Company entered into commitments for three years for the Company’s electric fracturing fleet and related power generating services. Subsequently, certain commitments have been extended.
(4)The Company has committed to purchase minimum quantities of sand for use in its drilling operations. Our failure to purchase the minimum level of quantities would require us to pay shortfall fees up to the commitment amounts included in the table above.
(5)The Company has a minimum volume commitment to purchase produced water disposal services under a 14 year agreement which began in 2021.
(6)The Company has fixed price contracts with various suppliers for the purchase of electrical power through 2032.
At December 31, 2024, the Company’s delivery commitments covered the following gross volumes of oil:
| Year Ending December 31, | Oil Volume Commitments (Bbl/d) | |||||||
| 2025 | 175,000 | |||||||
| 2026 | 150,000 | |||||||
| 2027 | 150,000 | |||||||
| 2028 | 50,000 | |||||||
| 2029 | 50,000 | |||||||
| Thereafter | 100,000 | |||||||
| Total | 675,000 |
The Company and Five Point currently anticipate collectively contributing $500 million in follow-on capital to fund future growth projects and acquisitions.
Environmental Matters
The United States Department of the Interior, Bureau of Safety and Environmental Enforcement, ordered several oil and gas operators, including a corporate predecessor of Energen Corporation, to perform decommissioning and reclamation activities related to a Louisiana offshore oil and gas production platform and related facilities. In response to the insolvency of the operator of record, the government ordered the former operators and/or alleged former lease record title owners to decommission the platform and related facilities. The Company has agreed to an arrangement with other operators to contribute to a trust to fund the decommissioning costs, however, the Company’s portion of such costs are not expected to be material.
Several coastal Louisiana parishes and the State of Louisiana have filed numerous lawsuits under Louisiana’s State and Local Coastal Resources Management Act (“SLCRMA”) against numerous oil and gas producers seeking damages for coastal erosion in or near oil fields located within Louisiana’s coastal zone. The Company is a defendant in five of these cases. The Company has exercised contractual indemnification rights where applicable. Plaintiffs’ SLCRMA theories are unprecedented, and there remains significant uncertainty about the claims (both as to scope and damages). Although the Company cannot predict the ultimate outcome of these matters, the Company believes the claims lack merit and intends to continue vigorously defending these lawsuits.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
17. SUBSEQUENT EVENTS
Fourth Quarter 2024 Dividend Declaration
On February 21, 2025, the board of directors of the Company approved an increase in the Company’s annual base dividend to $4.00 per share of common stock and declared a cash base dividend for the fourth quarter of 2024 of $1.00 per share of common stock, payable on March 13, 2025 to its stockholders of record at the close of business on March 6, 2025. Future base and variable dividends are at the discretion of the board of directors of the Company.
Pending Double Eagle Acquisition
On February 14, 2025, the Company entered into a definitive securities purchase agreement with Double Eagle IV Midco, LCC (“Double Eagle”), to acquire all of the issued and outstanding interests of DE Permian, LLC, DE IV Combo, LLC, and DE IV Operating, LLC, each of which are wholly owned subsidiaries of Double Eagle (the “Double Eagle Acquisition”) for consideration of $3.0 billion in cash and approximately 6.9 million shares of the Company’s common stock, subject to customary adjustments. The pending Double Eagle Acquisition consists of approximately 67,700 gross (40,000 net) acres, which are primarily located in the Midland Basin, and approximately 407 gross (342 net) horizontal locations in primary development targets. The Company intends to fund the cash portion of the pending Double Eagle Acquisition through a combination of cash on hand, borrowings under the Company’s credit facility or proceeds from term loans and senior notes offerings. The pending Double Eagle Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approval.
Viper 2025 Equity Offering
On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of Viper’s Class A common stock, which included 3.70 million shares issued pursuant to an option to purchase additional shares of Viper’s Class A common stock granted to the underwriters, at a price to the public of $44.50 per share for total net proceeds of approximately $1.2 billion, after the underwriters’ discount and transaction costs (the “Viper 2025 Equity Offering”). The net proceeds will be used to fund a portion of the cash consideration for the pending 2025 Drop Down (defined below), if it closes.
Pending 2025 Drop Down Transaction
On January 30, 2025, Endeavor Energy Resources, LP (“EER LP”) and 1979 Royalties, LP and 1979 Royalties GP, LLC (collectively, the “Endeavor Subsidiaries”), each of which is a subsidiary of the Company, entered into a definitive equity purchase agreement with Viper and Viper LLC to divest the Endeavor Subsidiaries from EER LP to Viper in exchange for consideration consisting of (i) $1.0 billion in cash and (ii) the issuance of 69.63 million Viper LLC units and an equivalent number of shares of Viper’s Class B common stock (collectively, the “Equity Issuance”), in each case subject to customary closing adjustments, including, among other things, for net title benefits (such transaction, the “2025 Drop Down”). The pending 2025 Drop Down is expected to close in the second quarter of 2025, subject to (i) the approval of the pending 2025 Drop Down by Viper’s stockholders at the special meeting of Viper’s stockholders during the second quarter of 2025, excluding the shares beneficially owned by the Company and its subsidiaries, (ii) regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iii) the satisfaction or waiver of certain customary closing conditions. Additionally, the Equity Issuance is subject to the approval by a majority of the total votes cast at the special meeting on such proposal, as required by the rules of the Nasdaq Stock Market LLC. Viper expects to fund the cash consideration for the pending 2025 Drop Down with the net proceeds from the Viper 2025 Equity Offering. The pending 2025 Drop Down will be accounted for as a transaction between entities under common control.
EER LP can exchange some or all of the Viper LLC units received together with one share of Viper’s Class B common stock for an equal number of shares of Viper’s Class A common stock. The mineral and royalty interests owned by Endeavor Subsidiaries being divested in the pending 2025 Drop Down represent approximately 22,847 net royalty acres in the Permian Basin, 69% of which are operated by the Company, and have an average net royalty interest of approximately 2.8% and current oil production of approximately 17,097 BO/d (the “Endeavor Mineral and Royalty Interests”). The Endeavor Mineral and Royalty Interests include interests in horizontal wells comprised of 6,055 gross proved developed production wells (of which approximately 29% are operated by the Company), 116 gross completed wells and 394 gross drilled but uncompleted wells, all of which are principally concentrated in the Midland Basin, with the balance located primarily in the Delaware and Williston Basins.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
18. SEGMENT INFORMATION
As of December 31, 2024, the Company is managed on a consolidated basis as one operating segment and one reportable segment: the upstream segment, which is engaged in the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. This singular operating and reportable segment is comprised of (i) the Company and its wholly-owned subsidiaries and (ii) Viper and its consolidated subsidiaries, which have been aggregated due to the similarity in their economic characteristics, products and services, processes, type of customers, method of distribution for their products and the regulatory environment in which they operate. The upstream segment derives its revenue from customers through the sale of oil and natural gas products as well as other immaterial service contracts. See Note 3—Revenue from Contracts with Customers for further discussion of the Company’s sources of revenue.
The Company’s CODM is a senior executive committee that is comprised of the Chief Operating Officer, Chief Financial Officer, and Chief Executive Officer. The CODM uses the Company’s consolidated financial results to make key operating decisions, assess performance and to allocate resources. The measures of segment profit or loss and total assets utilized by the CODM are net income and total assets as reported on the consolidated statements of operations and the consolidated balance sheets, respectively. The significant expense categories, their amounts and other segment items that are regularly provided to the CODM are those that are reported in the Company’s consolidated statements of operations as well as interest income and interest expense in Note 9—Debt.
The CODM uses consolidated net income as a measure of profitability to evaluate segment performance and to make capital allocation decisions such as reinvestment in the business or return of capital through the payment of base and variable dividends or repurchases under the share repurchase program.
19. SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (UNAUDITED)
The Company’s oil and natural gas reserves are attributable solely to properties within the United States.
Capitalized oil and natural gas costs
Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion, amortization and impairment are as follows:
| December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In millions) | |||||||||||
| Oil and natural gas properties: | |||||||||||
| Proved properties | $ | 59,574 | $ | 33,771 | |||||||
| Unproved properties | 22,666 | 8,659 | |||||||||
| Total oil and natural gas properties | 82,240 | 42,430 | |||||||||
| Accumulated depletion | (11,083) | (8,333) | |||||||||
| Accumulated impairment | (7,954) | (7,954) | |||||||||
| Net oil and natural gas properties capitalized | $ | 63,203 | $ | 26,143 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Costs incurred in oil and natural gas activities
Costs incurred in oil and natural gas property acquisition, exploration and development activities are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Acquisition costs: | |||||||||||||||||
| Proved properties | $ | 21,275 | $ | 1,314 | $ | 778 | |||||||||||
| Unproved properties | 15,568 | 1,701 | 1,536 | ||||||||||||||
| Development costs | 2,992 | 1,962 | 566 | ||||||||||||||
| Exploration costs | 194 | 768 | 1,698 | ||||||||||||||
| Total | $ | 40,029 | $ | 5,745 | $ | 4,578 |
Results of Operations from Oil and Natural Gas Producing Activities
The following schedule sets forth the revenues and expenses related to the production and sale of oil, natural gas and natural gas liquids. It does not include any interest costs or general and administrative costs. Income tax expense has been calculated by applying statutory income tax rates to oil, gas and natural gas liquids sales after deducting production costs, depreciation, depletion and amortization and accretion and impairment. Therefore, the following schedule is not necessarily indicative of the contribution to the net operating results of the Company’s oil, natural gas and natural gas liquids operations.
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Oil, natural gas and natural gas liquid sales | $ | 10,100 | $ | 8,228 | $ | 9,566 | |||||||||||
| Production costs | (2,280) | (1,684) | (1,521) | ||||||||||||||
| Depreciation, depletion, amortization and accretion | (2,781) | (1,684) | (1,264) | ||||||||||||||
| Income tax benefit (expense) | (1,025) | (1,000) | (1,437) | ||||||||||||||
| Results of operations | $ | 4,014 | $ | 3,860 | $ | 5,344 |
Oil and Natural Gas Reserves
Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by the Company’s internal reservoir engineers and audited by Ryder Scott, independent petroleum engineers, as of December 31, 2024, 2023 and 2022. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon SEC Prices for the periods ending December 31, 2024, 2023 and 2022, respectively. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. The reserve estimates represent the net revenue interest in the Company’s properties, all of which are located within the continental United States. Although the Company believes these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.
There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
The following table presents changes in the Company’s estimated proved reserves (including those attributable to Viper). As of December 31, 2024, none of the Company’s total proved reserves were classified as proved developed non-producing.
| Oil (MBbls) | Natural Gas (MMcf) | Natural Gas Liquids (MBbls) | Total (MBOE)****(1) | ||||||||||||||||||||
| Proved Developed and Undeveloped Reserves: | |||||||||||||||||||||||
| As of December 31, 2021 | 928,289 | 2,585,807 | 429,734 | 1,788,991 | |||||||||||||||||||
| Extensions and discoveries | 201,326 | 386,987 | 68,671 | 334,495 | |||||||||||||||||||
| Revisions of previous estimates | (10,483) | 2,827 | 3,228 | (6,784) | |||||||||||||||||||
| Purchase of reserves in place | 38,683 | 82,287 | 15,645 | 68,043 | |||||||||||||||||||
| Divestitures | (6,691) | (12,671) | (2,079) | (10,882) | |||||||||||||||||||
| Production | (81,616) | (176,376) | (29,880) | (140,892) | |||||||||||||||||||
| As of December 31, 2022 | 1,069,508 | 2,868,861 | 485,319 | 2,032,971 | |||||||||||||||||||
| Extensions and discoveries | 206,562 | 424,881 | 78,498 | 355,874 | |||||||||||||||||||
| Revisions of previous estimates | (56,482) | (47,697) | 9,962 | (54,470) | |||||||||||||||||||
| Purchase of reserves in place | 41,790 | 79,507 | 15,440 | 70,481 | |||||||||||||||||||
| Divestitures | (21,258) | (130,013) | (20,755) | (63,682) | |||||||||||||||||||
| Production | (96,176) | (198,117) | (34,217) | (163,413) | |||||||||||||||||||
| As of December 31, 2023 | 1,143,944 | 2,997,422 | 534,247 | 2,177,761 | |||||||||||||||||||
| Extensions and discoveries | 168,375 | 310,421 | 58,696 | 278,808 | |||||||||||||||||||
| Revisions of previous estimates | (78,142) | (158,468) | (24,518) | (129,071) | |||||||||||||||||||
| Purchase of reserves in place | 697,702 | 2,391,264 | 473,236 | 1,569,482 | |||||||||||||||||||
| Divestitures | (47,505) | (240,044) | (33,080) | (120,592) | |||||||||||||||||||
| Production | (123,325) | (275,680) | (49,700) | (218,972) | |||||||||||||||||||
| As of December 31, 2024 | 1,761,049 | 5,024,915 | 958,881 | 3,557,416 | |||||||||||||||||||
| Proved Developed Reserves: | |||||||||||||||||||||||
| December 31, 2021 | 620,474 | 1,770,688 | 285,513 | 1,201,102 | |||||||||||||||||||
| December 31, 2022 | 699,513 | 2,122,782 | 350,243 | 1,403,553 | |||||||||||||||||||
| December 31, 2023 | 744,103 | 2,203,563 | 385,167 | 1,496,530 | |||||||||||||||||||
| December 31, 2024 | 1,120,824 | 3,559,748 | 670,683 | 2,384,798 | |||||||||||||||||||
| Proved Undeveloped Reserves: | |||||||||||||||||||||||
| December 31, 2021 | 307,815 | 815,119 | 144,221 | 587,889 | |||||||||||||||||||
| December 31, 2022 | 369,995 | 746,079 | 135,076 | 629,418 | |||||||||||||||||||
| December 31, 2023 | 399,841 | 793,859 | 149,080 | 681,231 | |||||||||||||||||||
| December 31, 2024 | 640,225 | 1,465,167 | 288,198 | 1,172,618 |
(1) Includes total proved reserves of 107,730 MBOE, 78,870 MBOE, 65,516 MBOE and 58,828 MBOE as of December 31, 2024, 2023, 2022 and 2021, respectively, attributable to a non-controlling interest in Viper.
Revisions represent changes in previous reserves estimates, either upward or downward, resulting from new information normally obtained from development drilling and production history or resulting from a change in economic factors, such as commodity prices, operating costs or development costs.
During the year ended December 31, 2024, the Company’s extensions and discoveries of 278,808 MBOE resulted primarily from the drilling of 1,172 new wells in which the Company has an interest, including 862 wells in which the Company owns only a mineral interest through Viper, and from 445 new proved undeveloped locations added. Viper royalty interests accounted for 9% of the extension volumes. The Company’s downward revisions of previous estimates of 129,071 MBOE were primarily attributable to negative revisions of (i) 88,915 MBOE associated with lower commodity prices and (ii)
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
49,311 MBOE due to downgrades related to changes in the corporate development plan, and (iii) 16,586 MBOE due to a decline in performance. These were partially offset by positive revisions of 25,743 MBOE primarily due to positive ownership and acquisition variance revisions. Purchases of 1,569,482 MBOE consisted of 1,554,541 MBOE attributable largely to the Endeavor Acquisition and 14,941 MBOE of Viper royalty purchases. Divestitures of 120,592 MBOE related primarily to non-core Midland Basin assets.
During the year ended December 31, 2023, the Company’s extensions and discoveries of 355,874 MBOE resulted primarily from the drilling of 954 new wells in which the Company has an interest, including 826 wells in which the Company owns only a mineral interest through Viper, and from 344 new proved undeveloped locations added. Viper royalty interests accounted for 7% of the extension volumes. The Company’s downward revisions of previous estimates of 54,470 MBOE were primarily attributable to negative revisions of (i) 62,370 MBOE associated with lower commodity prices and (ii) 32,249 MBOE due to PUD downgrades related to changes in the corporate development plan. These were partially offset by positive revisions of 40,149 MBOE due to improved performance. Purchases of 70,481 MBOE consisted of 54,470 MBOE attributable largely to the Lario Acquisition and 16,011 MBOE of Viper royalty purchases. Divestitures of 63,682 MBOE related primarily to non-core Midland Basin assets.
During the year ended December 31, 2022, the Company’s extensions and discoveries of 334,495 MBOE resulted primarily from the drilling of 654 new wells in which the Company has a working interest, including 576 wells in which we own only a mineral interest through Viper, and from 311 new proved undeveloped locations added. Viper royalty interests accounted for 8% of the extension volumes. The Company’s downward revisions of previous estimates of 6,784 MBOE were the result of negative revisions of 98,902 MBOE due primarily to PUD downgrades related to changes in the corporate development plan following the FireBird Acquisition, partially offset with positive revisions of 92,118 MBOE associated with higher commodity prices. Purchases of 68,043 MBOE consisted of 67,037 MBOE attributable largely to the FireBird Acquisition and 1,005 MBOE of Viper royalty purchases. Divestitures of 10,882 MBOE related primarily to non-core Delaware Basin assets and the Eagle Ford Basin Divestiture.
Proved Undeveloped Reserves (PUDs)
At December 31, 2024, the Company’s estimated PUD reserves were approximately 1,172,618 MBOE, a 491,387 MBOE increase over the reserve estimate at December 31, 2023 of 681,231 MBOE. The following table includes the changes in PUD reserves for 2024 (MBOE):
| Beginning proved undeveloped reserves at December 31, 2023 | 681,231 | ||||
| Undeveloped reserves transferred to developed | (305,616) | ||||
| Revisions | (50,767) | ||||
| Purchases | 633,382 | ||||
| Divestitures | (11,017) | ||||
| Extensions and discoveries | 225,405 | ||||
| Ending proved undeveloped reserves at December 31, 2024 | 1,172,618 |
The increase in proved undeveloped reserves was primarily attributable to extensions of 215,557 MBOE from 445 gross (409 net) wells in which the Company has a working interest and 9,848 MBOE from 447 gross wells in which Viper owns royalty interests. Of the 445 gross working interest wells, 426 were in the Midland Basin and 19 were in the Delaware Basin. Transfers of 305,616 MBOE from undeveloped to developed reserves were the result of drilling or participating in 290 gross (270 net) horizontal wells in which the Company has a working interest and 222 gross wells in which the Company also has a royalty interest or mineral interest through Viper. Downward revisions of 50,767 MBOE were primarily the result of negative revisions of 37,218 MBOE due to downgrades related to changes in the corporate development plan, and negative revisions of 13,549 MBOE attributable to lower commodity prices. Purchases of 633,382 MBOE consisted of 628,469 MBOE primarily from the Endeavor Acquisition and 4,913 MBOE from the Viper Tumbleweed Acquisitions and other insignificant royalty interest purchases.
During 2024, approximately $3.0 billion in capital expenditures went toward the development of proved undeveloped reserves, which includes drilling, completion and other facility costs associated with developing proved undeveloped wells. Estimated future development costs relating to the development of PUDs are projected to be approximately $2.1 billion in 2025, $2.3 billion in 2026, $1.3 billion in 2027 and $1.2 billion in 2028. Since our formation in
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
2011, our average drilling costs and drilling times have been reduced, and we believe we will continue to realize cost savings and experience lower relative drilling and completion costs as we convert PUDs into proved developed reserves in upcoming years.
With our current development plan, we expect to continue our strong PUD conversion ratio in 2025 by converting an estimated 33% of our PUDs to a proved developed category and developing approximately 78% of the consolidated 2024 year-end PUD reserves by the end of 2027. As of December 31, 2024, all of our proved undeveloped reserves are scheduled to be developed within five years from the date they were initially recorded.
Standardized Measure of Discounted Future Net Cash Flows
The standardized measure of discounted future net cash flows is based on the unweighted arithmetic average, first-day-of-the-month price for the rolling 12-month period. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary.
The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2024, 2023 and 2022:
| December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Future cash inflows | $ | 157,944 | $ | 106,418 | $ | 137,051 | |||||||||||
| Future development costs(1) | (9,992) | (6,400) | (6,176) | ||||||||||||||
| Future production costs | (44,097) | (25,656) | (25,295) | ||||||||||||||
| Future production taxes | (10,975) | (7,434) | (9,927) | ||||||||||||||
| Future income tax expenses | (16,115) | (11,067) | (17,563) | ||||||||||||||
| Future net cash flows | 76,765 | 55,861 | 78,090 | ||||||||||||||
| 10% discount to reflect timing of cash flows | (36,932) | (28,803) | (42,391) | ||||||||||||||
| Standardized measure of discounted future net cash flows(2) | $ | 39,833 | $ | 27,058 | $ | 35,699 |
(1) Includes approximately $1.3 billion, $685 million, and $756 million of undiscounted future asset retirement costs for the years ended December 31, 2024, 2023 and 2022, respectively, based on estimates made at the end of each of the respective years,
(2) Includes $3.3 billion, $3.2 billion and $3.5 billion, for the years ended December 31, 2024, 2023 and 2022, respectively, attributable to the Company’s consolidated subsidiary, Viper, in which there is a 55%, 44% and 44% non-controlling interest at December 31, 2024, 2023 and 2022, respectively.
The table below presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:
| December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Oil (per Bbl) | $ | 76.15 | $ | 77.62 | $ | 95.26 | |||||||||||
| Natural gas (per Mcf) | $ | 0.54 | $ | 1.53 | $ | 5.59 | |||||||||||
| Natural gas liquids (per Bbl) | $ | 22.02 | $ | 24.40 | $ | 39.40 |
Diamondback Energy, Inc. and Subsidiaries
Notes to Consolidated Financial Statements-(Continued)
Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Standardized measure of discounted future net cash flows at the beginning of the period | $ | 27,058 | $ | 35,699 | $ | 18,717 | |||||||||||
| Sales of oil and natural gas, net of production costs | (7,820) | (6,544) | (8,045) | ||||||||||||||
| Acquisitions of reserves | 21,639 | 1,854 | 1,473 | ||||||||||||||
| Divestitures of reserves | (1,318) | (938) | (119) | ||||||||||||||
| Extensions and discoveries, net of future development costs | 4,124 | 5,771 | 7,674 | ||||||||||||||
| Previously estimated development costs incurred during the period | 1,447 | 1,180 | 823 | ||||||||||||||
| Net changes in prices and production costs | (4,969) | (17,276) | 17,785 | ||||||||||||||
| Changes in estimated future development costs | 1,066 | 518 | (317) | ||||||||||||||
| Revisions of previous quantity estimates | (2,035) | (1,268) | 102 | ||||||||||||||
| Accretion of discount | 3,921 | 4,533 | 2,183 | ||||||||||||||
| Net change in income taxes | (3,156) | 2,506 | (4,904) | ||||||||||||||
| Net changes in timing of production and other | (124) | 1,023 | 327 | ||||||||||||||
| Standardized measure of discounted future net cash flows at the end of the period | $ | 39,833 | $ | 27,058 | $ | 35,699 |
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