Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Diamondback Energy, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
	September 30,		December 31,
	2024		2023
	(In millions, except par values and share data)
Assets
Current assets:
Cash and cash equivalents ($169 million and $26 million related to Viper)	$	370	$	582
Restricted cash	3		3
Accounts receivable:
Joint interest and other, net	233		192
Oil and natural gas sales, net ($109 million and $109 million related to Viper)	1,197		654

Inventories	126		63
Derivative instruments	42		17
Prepaid expenses and other current assets	51		110
Total current assets	2,022		1,621
Property and equipment:
Oil and natural gas properties, full cost method of accounting ($21,971 million and $8,659 million excluded from amortization at September 30, 2024 and December 31, 2023, respectively) ($4,771 million and $4,629 million related to Viper and $1,623 million and $1,769 million excluded from amortization related to Viper)	79,718		42,430
Other property, equipment and land	1,417		673
Accumulated depletion, depreciation, amortization and impairment ($1,016 million and $866 million related to Viper)	(18,082)		(16,429)
Property and equipment, net	63,053		26,674
Funds held in escrow	43		—
Equity method investments	377		529

Derivative instruments	38		1
Deferred income taxes, net	62		45
Investment in real estate, net	81		84
Other assets	71		47
Total assets	$	65,747	$	29,001
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable - trade	$	198	$	261
Accrued capital expenditures	641		493
Current maturities of debt	1,000		—
Other accrued liabilities	857		475
Revenues and royalties payable	1,444		764
Derivative instruments	34		86
Income taxes payable	289		29
Total current liabilities	4,463		2,108
Long-term debt ($822 million and $1,083 million related to Viper)	11,923		6,641
Derivative instruments	79		122
Asset retirement obligations	493		239
Deferred income taxes	9,952		2,449
Other long-term liabilities	18		12
Total liabilities	26,928		11,571
Commitments and contingencies (Note 16)
Stockholders’ equity:
Common stock, $0.01 par value; 800,000,000 shares authorized; 292,742,664 and 178,723,871 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	3		2
Additional paid-in capital	34,007		14,142
Retained earnings (accumulated deficit)	3,427		2,489
Accumulated other comprehensive income (loss)	(8)		(8)
Total Diamondback Energy, Inc. stockholders’ equity	37,429		16,625
Non-controlling interest	1,390		805
Total equity	38,819		17,430
Total liabilities and stockholders' equity	$	65,747	$	29,001

See accompanying condensed notes to consolidated financial statements.

Diamondback Energy, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions, except per share amounts, shares in thousands)
Revenues:
Oil sales	$	2,160	$	1,997	$	6,025	$	5,359
Natural gas sales	(17)		80		38		197
Natural gas liquid sales	211		188		566		507

Sales of purchased oil	282		59		698		59
Other operating income	9		16		28		62
Total revenues	2,645		2,340		7,355		6,184
Costs and expenses:
Lease operating expenses	316		226		825		618
Production and ad valorem taxes	153		118		413		421
Gathering, processing and transportation	102		73		261		209
Purchased oil expense	280		59		696		59
Depreciation, depletion, amortization and accretion	742		442		1,694		1,277


General and administrative expenses	49		34		141		111

Merger and integration expenses	258		1		273		11
Other operating expenses	35		47		68		113
Total costs and expenses	1,935		1,000		4,371		2,819
Income (loss) from operations	710		1,340		2,984		3,365
Other income (expense):
Interest expense, net	(18)		(37)		(101)		(130)
Other income (expense), net	89		33		87		61

Gain (loss) on derivative instruments, net	131		(76)		101		(358)



Gain (loss) on extinguishment of debt	—		—		2		(4)
Income (loss) from equity investments, net	6		9		23		39
Total other income (expense), net	208		(71)		112		(392)
Income (loss) before income taxes	918		1,269		3,096		2,973
Provision for (benefit from) income taxes	210		276		685		648
Net income (loss)	708		993		2,411		2,325
Net income (loss) attributable to non-controlling interest	49		78		147		142
Net income (loss) attributable to Diamondback Energy, Inc.	$	659	$	915	$	2,264	$	2,183

Earnings (loss) per common share:
Basic	$	3.19	$	5.07	$	12.00	$	12.01
Diluted	$	3.19	$	5.07	$	12.00	$	12.01
Weighted average common shares outstanding:
Basic	204,730		178,872		187,253		180,400
Diluted	204,730		178,872		187,253		180,400

See accompanying condensed notes to consolidated financial statements.

Diamondback Energy, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	Shares	Amount
	($ in millions, shares in thousands)
Balance December 31, 2023	178,724	$	2	$	14,142	$	2,489	$	(8)	$	805	$	17,430

Distribution equivalent rights payments	—	—		—		(4)		—		—		(4)
Stock-based compensation	—	—		21		—		—		—		21
Cash paid for tax withholding on vested equity awards	(187)	—		(34)		—		—		—		(34)
Repurchased shares under buyback program	(279)	—		(42)		—		—		—		(42)


Proceeds from partial sale of investment in Viper Energy, Inc.	—	—		219		—		—		197		416
Dividends to non-controlling interest	—	—		—		—		—		(44)		(44)
Dividends paid	—	—		—		(548)		—		—		(548)
Issuance of shares upon vesting of equity awards	82	—		—		—		—		—		—
Change in ownership of consolidated subsidiaries, net	—	—		(55)		—		—		70		15

Net income (loss)	—	—		—		768		—		41		809
Balance March 31, 2024	178,340	2		14,251		2,705		(8)		1,069		18,019
Viper equity-based compensation	—	—		—		—		—		1		1
Distribution equivalent rights payments	—	—		—		(3)		—		—		(3)
Stock-based compensation	—	—		25		—		—		—		25
Cash paid for tax withholding on vested equity awards	(16)	—		(3)		—		—		—		(3)



Dividends to non-controlling interest	—	—		—		—		—		(54)		(54)
Dividends paid	—	—		—		(352)		—		—		(352)
Issuance of shares upon vesting of equity awards	70	—		—		—		—		—		—
Change in ownership of consolidated subsidiaries, net	—	—		(6)		—		—		6		—

Net income (loss)	—	—		—		837		—		57		894
Balance June 30, 2024	178,394	2		14,267		3,187		(8)		1,079		18,527
Viper equity-based compensation	—	—		—		—		—		1		1
Distribution equivalent rights payments	—	—		—		(3)		—		—		(3)
Stock-based compensation	—	—		23		—		—		—		23

Repurchased shares under buyback program	(2,920)	—		(515)		—		—		—		(515)

Common shares issued for acquisition	117,267	1		20,109		—		—		—		20,110
Net proceeds from Viper's issuance of common stock	—	—		—		—		—		476		476
Dividends to non-controlling interest	—	—		—		—		—		(59)		(59)
Dividends paid	—	—		—		(416)		—		—		(416)
Issuance of shares upon vesting of equity awards	2	—		—		—		—		—		—
Change in ownership of consolidated subsidiaries, net	—	—		123		—		—		(156)		(33)

Net income (loss)	—	—		—		659		—		49		708
Balance September 30, 2024	292,743	$	3	$	34,007	$	3,427	$	(8)	$	1,390	$	38,819

See accompanying condensed notes to consolidated financial statements.

Diamondback Energy, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity - (Continued)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interest		Total
	Shares	Amount
	($ in millions, shares in thousands)
Balance December 31, 2022	179,841	$	2	$	14,213	$	801	$	(7)	$	681	$	15,690
Unit-based compensation	—	—		—		—		—		1		1
Distribution equivalent rights payments	—	—		—		(4)		—		—		(4)
Stock-based compensation	—	—		15		—		—		—		15
Cash paid for tax withholding on vested equity awards	(119)	—		(18)		—		—		—		(18)
Repurchased shares under buyback program	(2,531)	—		(332)		—		—		—		(332)
Repurchased units under buyback programs	—	—		—		—		—		(34)		(34)
Common shares issued for acquisition	4,330	—		633		—		—		—		633
Distributions to non-controlling interest	—	—		—		—		—		(34)		(34)
Dividend paid	—	—		—		(542)		—		—		(542)
Exercise of stock options and issuance of restricted stock units and awards	84	—		—		—		—		—		—
Change in ownership of consolidated subsidiaries, net	—	—		(9)		—		—		11		2

Net income (loss)	—	—		—		712		—		34		746
Balance March 31, 2023	181,605	2		14,502		967		(7)		659		16,123

Distribution equivalent rights payments	—	—		—		(1)		—		—		(1)
Stock-based compensation	—	—		22		—		—		—		22
Cash paid for tax withholding on vested equity awards	(18)	—		(1)		—		—		—		(1)
Repurchased shares under buyback program	(2,427)	—		(321)		—		—		—		(321)
Repurchased units under buyback programs	—	—		—		—		—		(23)		(23)

Distributions to non-controlling interest	—	—		—		—		—		(25)		(25)
Dividend paid	—	—		—		(150)		—		—		(150)
Exercise of stock options and vesting of restricted stock units and awards	59	—		—		—		—		—		—
Change in ownership of consolidated subsidiaries, net	—	—		(15)		—		—		17		2

Net income (loss)	—	—		—		556		—		30		586
Balance June 30, 2023	179,219	2		14,187		1,372		(7)		658		16,212

Distribution equivalent rights payments	—	—		—		(2)		—		—		(2)
Stock-based compensation	—	—		21		—		—		—		21
Cash paid for tax withholding on vested equity awards	(1)	—		—		—		—		—		—
Repurchased shares under buyback program	(407)	—		(56)		—		—		—		(56)
Repurchased units under buyback programs	—	—		—		—		—		(10)		(10)

Distributions to non-controlling interest	—	—		—		—		—		(25)		(25)
Dividend paid	—	—		—		(149)		—		—		(149)
Exercise of stock options and vesting of restricted stock units and awards	4	—		—		—		—		—		—
Change in ownership of consolidated subsidiaries, net	—	—		(3)		—		—		3		—

Net income (loss)	—	—		—		915		—		78		993
Balance September 30, 2023	178,815	$	2	$	14,149	$	2,136	$	(7)	$	704	$	16,984

See accompanying condensed notes to consolidated financial statements.

Diamondback Energy, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
	(In millions)
Cash flows from operating activities:
Net income (loss)	$	2,411	$	2,325
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for (benefit from) deferred income taxes	180		185




Depreciation, depletion, amortization and accretion	1,694		1,277

(Gain) loss on extinguishment of debt	(2)		4

(Gain) loss on derivative instruments, net	(101)		358
Cash received (paid) on settlement of derivative instruments	(36)		(62)
(Income) loss from equity investment, net	(23)		(39)

Equity-based compensation expense	49		40



Other	77		(23)
Changes in operating assets and liabilities:
Accounts receivable	61		(218)

Income tax receivable	12		267

Prepaid expenses and other current assets	78		5
Accounts payable and accrued liabilities	(490)		46


Income taxes payable	(51)		4
Revenues and royalties payable	109		139

Other	104		(12)
Net cash provided by (used in) operating activities	4,072		4,296
Cash flows from investing activities:
Drilling, completions, infrastructure and midstream additions to oil and natural gas properties	(1,934)		(2,052)




Property acquisitions	(7,994)		(1,193)


Proceeds from sale of assets	459		1,400







Other	103		(14)
Net cash provided by (used in) investing activities	(9,366)		(1,859)
Cash flows from financing activities:
Proceeds under term loan agreement	1,000		—
Proceeds from borrowings under credit facilities	1,185		4,466
Repayments under credit facilities	(1,333)		(4,368)
Proceeds from senior notes	5,500		—
Repayment of senior notes	(25)		(134)












Repurchased shares under buyback program	(557)		(709)
Repurchased shares/units under Viper's buyback program	—		(67)
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	(1,316)		(841)

Dividends/distributions to non-controlling interest	(157)		(84)



Other	(142)		(34)
Net cash provided by (used in) financing activities	5,082		(1,771)
Net increase (decrease) in cash and cash equivalents	(212)		666
Cash, cash equivalents and restricted cash at beginning of period	585		164
Cash, cash equivalents and restricted cash at end of period	$	373	$	830

See accompanying condensed notes to consolidated financial statements.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements

(Unaudited)

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 September 30, 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 Midstream LP, a Delaware limited partnership, QEP Resources, Inc., a Delaware corporation and Eclipse Merger Sub II, LLC, a Delaware limited liability 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 Energy, Inc., 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 Conversion, Viper was a “controlled company” under the Nasdaq rules as the Company owned more than 50% of the voting power of Viper’s common stock.

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries after all significant intercompany balances and transactions have been eliminated upon consolidation. The Company has one reportable segment, the upstream segment.

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 company under the Nasdaq rules. As of September 30, 2024, 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 Topic 810— “Consolidation” (“ASC 810”) and therefore continues to consolidate Viper in the Company’s financial statements at September 30, 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. 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.

These condensed consolidated financial statements have been prepared by the Company without audit, pursuant to the rules and regulations of the SEC. They reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to SEC rules and regulations, although the Company believes the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10–Q should be read in conjunction with the Company’s most recent Annual Report on Form 10–K for the

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

fiscal year ended December 31, 2023, which contains a summary of the Company’s significant accounting policies and other disclosures.

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 condensed 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 condensed 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 condensed 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 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 acquired assets and liabilities assumed and estimates of income taxes, including deferred tax valuation allowances.

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. Viper meets the definition of a VIE under ASC 810 and the Company continues 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. The Viper 2024 Equity Offering (as defined and discussed in Note 10—Stockholders' Equity and Earnings (Loss) Per Share) was not determined to be an event that would cause the Company to change its conclusion regarding Viper’s status as a VIE.

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 condensed consolidated balance sheets and disclosed parenthetically, if material.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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. As such, the adoption of this update did not have a material impact on the Company’s financial position, results of operations or liquidity.

Accounting Pronouncements Not Yet Adopted

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. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. 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 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 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.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from Contracts with Customers

The following tables present the Company’s revenue from contracts with customers:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
Oil sales	$	2,160	$	1,997	$	6,025	$	5,359
Natural gas sales	(17)		80		38		197
Natural gas liquid sales	211		188		566		507
Total oil, natural gas and natural gas liquid revenues	2,354		2,265		6,629		6,063
Sales of purchased oil	282		59		698		59
Other service revenues	6		13		21		56
Total revenue from contracts with customers	$	2,642	$	2,337	$	7,348	$	6,178

The following tables present the Company’s revenue from oil, natural gas, and natural gas liquids disaggregated by basin:


	Three Months Ended September 30, 2024								Three Months Ended September 30, 2023
	Midland Basin		Delaware Basin		Other		Total		Midland Basin		Delaware Basin		Other		Total
	(In millions)
Oil sales	$	1,823	$	336	$	1	$	2,160	$	1,588	$	407	$	2	$	1,997
Natural gas sales	(8)		(9)		—		(17)		52		28		—		80
Natural gas liquid sales	179		33		(1)		211		138		50		—		188
Total	$	1,994	$	360	$	—	$	2,354	$	1,778	$	485	$	2	$	2,265

	Nine Months Ended September 30, 2024								Nine Months Ended September 30, 2023
	Midland Basin		Delaware Basin		Other		Total		Midland Basin		Delaware Basin		Other		Total
	(In millions)
Oil sales	$	4,985	$	1,034	$	6	$	6,025	$	4,205	$	1,149	$	5	$	5,359
Natural gas sales	28		9		1		38		131		66		—		197
Natural gas liquid sales	444		122		—		566		363		144		—		507
Total	$	5,457	$	1,165	$	7	$	6,629	$	4,699	$	1,359	$	5	$	6,063

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

4. ACQUISITIONS AND DIVESTITURES

2024 Activity

Acquisitions

Endeavor Acquisition

For details on the Endeavor Acquisition, which closed on September 10, 2024, see Note 5—Endeavor Energy Resources, LP Acquisition.

Viper Q Acquisition

On September 3, 2024, Viper and Viper LLC 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, subject to transaction costs and customary post-closing adjustments, and (ii) contingent cash consideration of up to $5 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”). The mineral and royalty interests acquired in the Viper Q Acquisition represent approximately 406 net royalty acres located primarily in the Permian Basin. The contingent cash consideration was recorded at its fair value of $3 million. Viper funded the cash consideration, and intends to fund any contingent cash consideration, for the Viper Q Acquisition through a combination of cash on hand and borrowings under the Viper LLC credit agreement.

Viper M Acquisition

On September 3, 2024, Viper and Viper LLC 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, subject to transaction costs and 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 M Acquisition represent approximately 267 net royalty acres located primarily in the Permian Basin. The contingent cash consideration was recorded at its fair value of $2 million. Viper funded the cash consideration, and intends to fund any contingent cash consideration, for the Viper M Acquisition 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 Q&M Acquisitions contingent consideration liabilities (collectively, the “2026 WTI Contingent Liability”).

Divestitures

WTG Midstream Transaction

The Company owns a 25% non-operating equity investment in Remuda Midstream Holdings LLC, referred to as the “WTG joint venture”. On July 15, 2024, the WTG joint venture sold its WTG Midstream LLC subsidiary (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 is also subject to preferred distributions to incentive members of the WTG joint venture which reduce 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 was held in escrow 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 September 30, 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 $76 million, which is included in the caption “Other income (expense), net” in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

2023 Activity

Acquisitions

GRP Acquisition

On November 1, 2023, Viper and Viper LLC 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 $748 million in cash, including transaction costs and 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 an additional 2,700 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 Viper’s offering of $400 million in aggregate principal amount of its 7.375% Senior Notes due in 2031 and proceeds from the $200 million common unit issuance to the Company.

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 4.33 million shares of the Company’s common stock and $814 million in cash, including certain 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 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.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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 condensed 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.

Divestitures

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 issued to the Company a 30% equity ownership and voting interest, and issued to Five Point a 70% equity ownership and voting interest.

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 nine months ended September 30, 2024. The loss on the sale of Deep Blue Water Assets is included in the caption “Other operating expenses” in the condensed 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.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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—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 condensed consolidated statements of operations for the three and nine months ended September 30, 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.

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 condensed consolidated statements of operations for the three and nine months ended September 30, 2023.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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, subject to certain customary post-closing adjustments, (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 Endeavor Acquisition, the Company believes its inventory will have 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. Immediately following the close of the Endeavor Acquisition, Endeavor equityholders held approximately 39.8% of Diamondback’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 Accounting Standards Codification 805, Business Combinations (“ASC 805”). 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

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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	202
Other current liabilities	21
Asset retirement obligations	186
Deferred income taxes	7,280
Other long-term liabilities	5
Amount attributable to liabilities acquired	$	9,070

Fair value of assets acquired:

Accounts receivable - joint interest and other, net	$	70
Accounts receivable - oil and natural gas sales, net	660
Inventories	77
Derivative instruments	25
Prepaid expenses and other current assets	20
Oil and natural gas properties	34,833
Other property, equipment and land	776
Other assets	29
Amount attributable to assets acquired	$	36,490

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 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. 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 13—Fair Value Measurements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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 $20.9 billion and unproved properties of $13.9 billion, primarily in the Midland Basin.

The results of operations attributable to the Endeavor Acquisition since the acquisition date have been included in the condensed consolidated statements of operations and include $297 million of total revenue and $57 million of net income for the three and nine months ended September 30, 2024.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

Pro Forma Financial Information

The following unaudited summary pro forma financial information for the three and nine months ended September 30, 2024 and 2023 has been prepared to give effect to the Endeavor Acquisition as if it had occurred on January 1, 2023. 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, 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 three and nine months ended September 30, 2024 include historical acquisition-related costs incurred by Endeavor of $412 million and $415 million, respectively, which consist primarily of incentive compensation, investment banking and legal costs. The Company incurred acquisition related costs of $258 million and $273 million for the three and nine months ended September 30, 2024 which consist primarily of $171 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, 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.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions, except per share amounts)
Revenues	$	3,877	$	4,052	$	11,800	$	10,773
Income (loss) from operations	$	983	$	2,228	$	4,797	$	5,619
Net income (loss) attributable to Diamondback Energy, Inc.	$	853	$	1,582	$	2,020	$	3,888
Basic earnings (loss) per common share	$	2.87	$	5.32	$	6.79	$	12.99
Diluted earnings (loss) per common share	$	2.87	$	5.32	$	6.79	$	12.99

6. PROPERTY AND EQUIPMENT

Property and equipment includes the following as of the dates indicated:


	September 30,		December 31,
	2024		2023
	(In millions)
Oil and natural gas properties:
Subject to depletion	$	57,747	$	33,771
Not subject to depletion	21,971		8,659
Gross oil and natural gas properties	79,718		42,430
Accumulated depletion	(9,966)		(8,333)
Accumulated impairment	(7,954)		(7,954)
Oil and natural gas properties, net	61,798		26,143
Other property, equipment and land	1,417		673
Accumulated depreciation, amortization, accretion and impairment	(162)		(142)
Total property and equipment, net	$	63,053	$	26,674

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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 three and nine months ended September 30, 2024 or 2023 based on the results of the respective quarterly ceiling tests.

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 future 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. 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.

7. ASSET RETIREMENT OBLIGATIONS

The following table describes the changes to the Company’s asset retirement obligations liability for the following periods:


	Nine Months Ended September 30,
	2024		2023
	(In millions)
Asset retirement obligations, beginning of period	$	245	$	347
Additional liabilities incurred	5		5
Liabilities acquired	191		7
Liabilities settled and divested	(21)		(83)
Accretion expense	13		12
Revisions in estimated liabilities	75		(42)
Asset retirement obligations, end of period	508		246
Less current portion(1)	15		6
Asset retirement obligations - long-term	$	493	$	240

(1) The current portion of the asset retirement obligation is included in the caption “Other accrued liabilities” in the Company’s condensed consolidated balance sheets.

8. RELATED PARTY TRANSACTIONS

Deep Blue

In addition to the Deep Blue transaction discussed in Note 4—Acquisitions and Divestitures, the Company has other significant related party transactions with Deep Blue which include (i) certain accounts 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 condensed consolidated balance sheets at September 30, 2024 and December 31, 2023:


	September 30,		December 31,
	2024		2023
	(In millions)
Current assets - Accounts receivable	$	5	$	61
Current liabilities - Accrued capital expenditures	$	(48)	$	(21)
Current liabilities - Other accrued liabilities	$	(35)	$	(18)

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

During the three and nine months ended September 30, 2024, the Company recorded approximately $30 million and $90 million, respectively, for water services provided by Deep Blue during the completion phase of wells. These costs were capitalized and are included in the caption “Oil and natural gas properties” on the condensed consolidated balance sheets.

The following table presents the significant related party transactions included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
Lease operating expenses	$	29	$	8	$	83	$	8

9. DEBT

Long-term debt consisted of the following as of the dates indicated:


	September 30,		December 31,
	2024		2023
	(In millions)
3.250% Senior Notes due 2026	$	750	$	750
5.625% Senior Notes due 2026	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	1,000		—
Unamortized debt issuance costs	(93)		(46)
Unamortized discount costs	(26)		(23)
Unamortized premium costs	3		4
Unamortized basis adjustment of dedesignated interest rate swap agreements(1)	(75)		(84)
Revolving credit facility	115		—
Viper revolving credit facility	—		263
Viper 5.375% Senior Notes due 2027	430		430
Viper 7.375% Senior Notes due 2031	400		400
Total debt, net	12,923		6,641
Less: current maturities of debt	1,000		—
Total long-term debt	$	11,923	$	6,641

(1) 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. This basis adjustment is being amortized to interest expense over the remaining term of the 2029 Notes utilizing the effective interest method.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback E&P, collectively, unless otherwise specified.

Credit Agreement

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, (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 September 30, 2024, the Company had $115 million outstanding borrowings under the credit agreement and approximately $2.4 billion available for future borrowings. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the credit agreement was 6.64%. During the three and nine months ended September 30, 2023, the weighted average interest rate on borrowings under the credit agreement was 6.59% and 6.31%, respectively. The credit agreement matures on June 2, 2028.

As of September 30, 2024, the Company was in compliance with all financial maintenance covenants under the credit agreement.

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 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 September 30, 2024, the Company had $1.0 billion outstanding borrowings under the Tranche A Loans under the Term Loan Agreement and no availability for future borrowings. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the Term Loan Agreement was 6.46%.

The Tranche A Loans were made in a single borrowing on the date of closing of the Endeavor Acquisition (the “Closing Date”) and 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.

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 nine months ended September 30, 2024, respectively, related to the amortization and write-off of debt issuance costs incurred for the Bridge Facility.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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 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, beginning on October 18, 2024. The Company used the net proceeds to fund a portion of the cash consideration for the Endeavor Acquisition.

The April 2024 Notes are included in the Guaranteed Senior Notes for the Company, which are 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.

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 nine months ended September 30, 2024.

Viper’s Credit Agreement

Viper LLC’s credit agreement, as amended to date, provides for a revolving credit facility in the maximum credit amount of $2.0 billion with a borrowing base of $1.3 billion. As of September 30, 2024, the elected commitment amount was $850 million, with no outstanding borrowings and $850 million available for future borrowings. During the three and nine months ended September 30, 2024 and 2023, the weighted average interest rates on borrowings under the Viper credit agreement were 7.51%, 7.52%, 7.58% and 7.37%, respectively. The revolving credit facility will mature on September 22, 2028. As of September 30, 2024, Viper LLC was in compliance with all financial maintenance covenants under the Viper LLC credit agreement.

10. STOCKHOLDERS’ EQUITY AND EARNINGS (LOSS) PER SHARE

Stock Repurchase Program

On September 18, 2024, the Company’s board of directors approved an increase in the Company’s common stock repurchase program from $4.0 billion 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 three and nine months ended September 30, 2024 and 2023, the Company repurchased approximately $515 million, $557 million, $56 million and $709 million of common stock under this repurchase program, respectively, in each case excluding excise tax. As of September 30, 2024, approximately $3.1 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

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

proceeds were used to fund a portion of the cash consideration for the Viper TWR Acquisition (as defined below in Note 17—Subsequent Events). Pending closing of the Viper TWR Acquisition, Viper temporarily repaid all of the amounts outstanding under the Viper LLC credit agreement with a portion of the net proceeds from the Viper 2024 Equity Offering.

Change in Ownership of Consolidated Subsidiaries

Non-controlling interests in the accompanying condensed consolidated financial statements represent minority interest ownership in Viper and are presented as a component of equity. When the Company’s relative ownership interests in Viper 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 periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
Net income (loss) attributable to the Company	$	659	$	915	$	2,264	$	2,183
Change in ownership of consolidated subsidiaries	123		(3)		62		(27)
Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest	$	782	$	912	$	2,326	$	2,156

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 millions, except per share amounts)
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
Total year-to-date	$	2.70	$	4.69	$	7.39	$	1,326

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
Total year-to-date	$	2.44	$	2.18	$	4.62	$	848

Earnings (Loss) Per Share

The Company’s 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 non-participating securities outstanding for the period. Additionally, the per share earnings of Viper are included in the consolidated earnings per share computation based on the consolidated group’s holdings of the subsidiaries.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions, except per share amounts, shares in thousands)
Net income (loss) attributable to common shares	$	659	$	915	$	2,264	$	2,183
Less: distributed and undistributed earnings allocated to participating securities(1)	6		8		17		17
Net income (loss) attributable to common stockholders	$	653	$	907	$	2,247	$	2,166
Weighted average common shares outstanding:
Basic weighted average common shares outstanding	204,730		178,872		187,253		180,400
Effect of dilutive securities:
Weighted-average potential common shares issuable	—		—		—		—
Diluted weighted average common shares outstanding	204,730		178,872		187,253		180,400
Basic net income (loss) attributable to common shares	$	3.19	$	5.07	$	12.00	$	12.01
Diluted net income (loss) attributable to common shares	$	3.19	$	5.07	$	12.00	$	12.01

(1) Unvested restricted stock awards and performance stock awards that contain non-forfeitable 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 Plan approved by the board of directors, the Company is authorized to issue up to 11.8 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 September 30, 2024, approximately 4.6 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
General and administrative expenses	$	16	$	13	$	49	$	40
Equity-based compensation capitalized pursuant to full cost method of accounting for oil and natural gas properties	$	8	$	8	$	22	$	19

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

Restricted Stock Units

The following table presents the Company’s restricted stock unit activity during the nine months ended September 30, 2024 under the Equity Plan:


	Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2023	751,196	$	132.29
Granted	355,283	$	179.72
Vested	(154,168)	$	145.03
Forfeited	(23,406)	$	147.21
Unvested at September 30, 2024	928,905	$	147.94

The aggregate grant date fair value of restricted stock units that vested during the nine months ended September 30, 2024 was $22 million. As of September 30, 2024, the Company’s unrecognized compensation cost related to unvested restricted stock units was $90 million, which is expected to be recognized over a weighted-average period of 1.9 years.

Performance Based Restricted Stock Units

The following table presents the Company’s performance restricted stock units activity under the Equity Plan for the nine months ended September 30, 2024:


	Performance Restricted Stock Units	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2023	278,056	$	234.80
Granted	117,739	$	341.14


Unvested at September 30, 2024(1)	395,795	$	266.43

(1)A maximum of 940,051 units could be awarded based upon the Company’s final TSR ranking.

As of September 30, 2024, the Company’s unrecognized compensation cost related to unvested performance based restricted stock awards and units was $51 million, which is expected to be recognized over a weighted-average period of 1.5 years.

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.

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

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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
Grant-date fair value	$	341.38		$	337.23
Risk-free rate	4.38		%	3.54		%
Company volatility	41.40		%	34.40		%

12. INCOME TAXES

The following table provides the Company’s provision for (benefit from) income taxes and the effective income tax rate for the periods indicated:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
	(In millions, except for tax rate)
Provision for (benefit from) income taxes	$	210		$	276		$	685		$	648
Effective income tax rate	22.9		%	21.7		%	22.1		%	21.8		%

Total income tax expense from continuing operations for the three and nine months ended September 30, 2024 and 2023 differed from amounts computed by applying the U.S. federal statutory tax rate to pre-tax income primarily due to (i) state income taxes, net of federal benefit, (ii) the impact of permanently nondeductible transaction costs, and (iii) other permanent differences between book and taxable income.

In connection with the closing of the Endeavor Acquisition, the Company assumed approximately $200 million of taxes payable and recognized a $7.3 billion deferred tax liability.

As of September 30, 2024, Viper maintained a partial valuation allowance against its deferred tax assets, based on its assessment of all available evidence, both positive and negative, supporting realizability of Viper’s deferred tax assets.

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.

Based on application of the Inflation Reduction Act of 2022 guidance, the Company’s income tax expense for the three and nine months ended September 30, 2024 was not impacted by the corporate alternative minimum tax.

13. DERIVATIVES

At September 30, 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 non-cash changes in fair value in the condensed consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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 September 30, 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 Fixed Price	Weighted Average Floor Price	Weighted Average Ceiling Price
OIL
Oct. - Dec.	2024	Basis Swap(1)	43,000	Argus WTI Midland	$1.18	$—	$—	$—
Oct. - Dec.	2024	Roll Swap	40,000	WTI Cushing	$0.82	$—	$—	$—
Oct. - Dec.	2024	Costless Collar	46,000	WTI Cushing	$—	$—	$60.87	$89.91
Jan. - Mar.	2025	Basis Swap(1)	38,000	Argus WTI Midland	$1.17	$—	$—	$—
Jan. - Mar.	2025	Costless Collar	13,000	WTI Cushing	$—	$—	$60.00	$89.55
Apr. - Dec.	2025	Basis Swap(1)	25,000	Argus WTI Midland	$1.18	$—	$—	$—
NATURAL GAS
Oct. - Dec.	2024	Costless Collar	398,261	Henry Hub	$—	$—	$2.78	$6.53
Oct. - Dec.	2024	Basis Swap(1)	471,630	Waha Hub	$(1.11)	$—	$—	$—
Oct. - Dec.	2024	Swap	13,370	Henry Hub	$—	$3.23	$—	$—
Jan. - Mar.	2025	Costless Collar	670,000	Henry Hub	$—	$—	$2.53	$5.42
Jan. - Mar.	2025	Basis Swap(1)	600,000	Waha Hub	$(0.78)	$—	$—	$—
Apr. - Dec.	2025	Costless Collar	610,000	Henry Hub	$—	$—	$2.49	$5.47
Apr. - Dec.	2025	Basis Swap(1)	540,000	Waha Hub	$(0.80)	$—	$—	$—

(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
Oct. - Dec.	2024	Put	79,000	Brent	$57.34	$1.51
Oct. - Dec.	2024	Put	35,000	Argus WTI Houston	$57.57	$1.61
Oct. - Dec.	2024	Put	125,000	WTI Cushing	$57.28	$1.61
Jan. - Mar.	2025	Put	45,000	Brent	$60.00	$1.45
Jan. - Mar.	2025	Put	33,000	Argus WTI Houston	$57.12	$1.50
Jan. - Mar.	2025	Put	131,000	WTI Cushing	$56.72	$1.57
Apr. - Jun.	2025	Put	26,000	Brent	$60.00	$1.44
Apr. - Jun.	2025	Put	21,000	Argus WTI Houston	$55.48	$1.41
Apr. - Jun.	2025	Put	102,000	WTI Cushing	$55.78	$1.54
Jul. - Sep.	2025	Put	7,000	Brent	$60.00	$1.61
Jul. - Sep.	2025	Put	7,000	Argus WTI Houston	$55.00	$1.53
Jul. - Sep.	2025	Put	38,000	WTI Cushing	$55.00	$1.50

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

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 are considered economic hedges of the Company’s $1.2 billion 3.50% fixed rate senior notes due 2029 (the “2029 Notes”). During the third quarter, the Company terminated and settled $300 million of the notional amount of interest rate swaps for a loss of $37 million recognized in the caption “Gain (loss) on derivative instruments, net” on the condensed consolidated statements of operations for the three and nine months ended September 30, 2024. As a result of the partial termination, the Company has interest rate swap agreements for a notional amount of $900 million at September 30, 2024. The Company receives a fixed 3.50% rate of interest on these swaps and pays the variable rate of SOFR plus 2.1865%. The interest rate swaps are not treated as hedges for accounting purposes and, as a result, changes in fair value are recorded in earnings under the caption “Gain (loss) on derivative instruments, net” in the condensed consolidated statements of operations.

The interest rate swaps were designated as fair value hedges at inception, but the Company subsequently elected to discontinue hedge accounting. The cumulative fair value basis adjustment recorded at the time of dedesignation 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.

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 condensed consolidated statements of operations for the nine months ended September 30, 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 condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(In millions)
Gain (loss) on derivative instruments, net:
Commodity contracts	$	99	$	(36)	$	137	$	(297)
Interest rate swaps(1)	32		(40)		(11)		(61)
Treasury locks	—		—		(25)		—
Total	$	131	$	(76)	$	101	$	(358)

Net cash received (paid) on settlements:
Commodity contracts	$	33	$	(24)	$	53	$	(40)
Interest rate swaps(1)	(37)		—		(64)		(22)
Treasury locks	—		—		(25)		—
Total	$	(4)	$	(24)	$	(36)	$	(62)

(1)The three and nine months ended September 30, 2024 includes cash paid on interest rate swaps terminated prior to their contractual maturity of $37 million.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

14. FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As discussed in Note 13—Fair Value Measurements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, certain financial instruments of the Company are reported at fair value on the Company’s condensed 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 that is reported at fair value using observable, quoted stock prices and is included in “Other assets” on the Company’s condensed consolidated balance sheets at September 30, 2024 and December 31, 2023.

The Company 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 condensed consolidated balance sheets at September 30, 2024, with the change in fair value being recognized in “Gain (loss) on derivative instruments, net” on the Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2024.

The following table provides the fair value of financial instruments that are recorded at fair value in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:


	As of September 30, 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	$	—	$	164	$	—	$	164	$	(122)	$	42

Non-current assets- Derivative instruments:
Commodity derivative instruments	$	—	$	50	$	—	$	50	$	(12)	$	38
Non-current assets- Other assets:
Investment	$	8	$	—	$	—	$	8	$	—	$	8

Liabilities:
Current liabilities- Derivative instruments:
Commodity derivative instruments	$	—	$	124	$	—	$	124	$	(122)	$	2
Interest rate swaps	$	—	$	32	$	—	$	32	$	—	$	32
Non-current liabilities- Derivative instruments:
Commodity derivative instruments	$	—	$	13	$	—	$	13	$	(12)	$	1
Interest rate swaps	$	—	$	78	$	—	$	78	$	—	$	78
Non-current liabilities- Other long-term liabilities:
2026 WTI Contingent Liability	$	—	$	5	$	—	$	5	$	—	$	5

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)


	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 condensed consolidated balance sheets:


	September 30, 2024				December 31, 2023
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
	(In millions)
Debt	$	12,923	$	12,994	$	6,641	$	6,507

The fair values of the Company’s credit agreement and the Viper 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 price 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 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 and 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

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

15. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS


	Nine Months Ended September 30,
		2024		2023
		(In millions)
Supplemental disclosure of cash flow information:

Cash (paid) received for income taxes, net		$	(191)	$	(195)
Supplemental disclosure of non-cash transactions:
Accrued capital expenditures included in accounts payable and accrued expenses		$	710	$	639

Common stock issued for acquisitions		$	20,110	$	633
Assets contributed in exchange for ownership interest in an equity method investment		$	—	$	126

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.

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.

17. SUBSEQUENT EVENTS

TRP Energy, LLC Asset Exchange

On November 3, 2024, the Company entered into an exchange agreement with TRP Energy, LLC (“TRP”), pursuant to which the Company agreed to exchange certain of its assets consisting of approximately 35,000 net acres located in the Delaware Basin and $238 million in cash, subject to customary regulatory approvals and closing conditions, for certain of TRP’s assets consisting of approximately 15,000 net acres located in the Midland Basin with 55 operated locations. This transaction is expected to close by the end of 2024. The Company intends to fund the cash portion of the exchange with cash on hand and borrowings under its revolving credit facility.

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)

Third Quarter 2024 Dividend Declaration

On October 31, 2024, the board of directors of the Company declared a base cash dividend for the third quarter of 2024 of $0.90 per share of common stock, payable on November 21, 2024 to its stockholders of record at the close of business on November 14, 2024. Future base and variable dividends are at the discretion of the board of directors of the Company.

Viper TWR Acquisition

On October 1, 2024, Viper and Viper LLC 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) $459 million in cash, subject to transaction costs and 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 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, and any Viper LLC units so exchanged will reduce the number of shares of Viper’s Class B Common Stock subject to the TWR Class B Option. 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.

18. SEGMENT INFORMATION

As of September 30, 2024, the Company has 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. Other operations are included in the “All Other” category in the table below. The sources of the revenue included in the “All Other” category include midstream gathering, compression, water handling, disposal and treatment operations which are primarily derived from intersegment transactions for services provided to the upstream segment. The segments comprise the structure used by the Company’s Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance.

The following tables summarize the results of the Company’s operating segments during the periods presented:


	Upstream		All Other		Eliminations		Total
	(In millions)
Three Months Ended September 30, 2024:
Third-party revenues	$	2,636	$	9	$	—	$	2,645
Intersegment revenues	—		39		(39)		—
Total revenues	$	2,636	$	48	$	(39)	$	2,645
Depreciation, depletion, amortization and accretion	$	735	$	7	$	—	$	742

Income (loss) from operations	$	709	$	(1)	$	2	$	710
Interest expense, net	$	(19)	$	1	$	—	$	(18)
Other income (expense)	$	123	$	99	$	(2)	$	220
Income (loss) from equity investments	$	—	$	6	$	—	$	6
Provision for (benefit from) income taxes	$	201	$	9	$	—	$	210
Net income (loss) attributable to non-controlling interest	$	49	$	—	$	—	$	49
Net income (loss) attributable to Diamondback Energy, Inc.	$	563	$	96	$	—	$	659
As of September 30, 2024:
Total assets	$	65,402	$	952	$	(607)	$	65,747

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)


	Upstream		All Other		Eliminations		Total
	(In millions)
Three Months Ended September 30, 2023:
Third-party revenues	$	2,327	$	13	$	—	$	2,340
Intersegment revenues	—		84		(84)		—
Total revenues	$	2,327	$	97	$	(84)	$	2,340
Depreciation, depletion, amortization and accretion	$	435	$	7	$	—	$	442

Income (loss) from operations	$	1,339	$	19	$	(18)	$	1,340
Interest expense, net	$	(38)	$	1	$	—	$	(37)
Other income (expense)	$	(75)	$	36	$	(4)	$	(43)
Income (loss) from equity investments	$	—	$	9	$	—	$	9
Provision for (benefit from) income taxes	$	261	$	15	$	—	$	276
Net income (loss) attributable to non-controlling interest	$	78	$	—	$	—	$	78
Net income (loss) attributable to Diamondback Energy, Inc.	$	887	$	50	$	(22)	$	915
As of December 31, 2023:
Total assets	$	28,362	$	1,242	$	(603)	$	29,001


	Upstream		All Other		Eliminations		Total
	(In millions)
Nine Months Ended September 30, 2024:
Third-party revenues	$	7,327	$	28	$	—	$	7,355
Intersegment revenues	—		117		(117)		—
Total revenues	$	7,327	$	145	$	(117)	$	7,355
Depreciation, depletion, amortization and accretion	$	1,676	$	18	$	—	$	1,694

Income (loss) from operations	$	2,938	$	34	$	12	$	2,984
Interest expense, net	$	(102)	$	1	$	—	$	(101)
Other income (expense)	$	98	$	99	$	(7)	$	190
Income (loss) from equity investments	$	—	$	23	$	—	$	23
Provision for (benefit from) income taxes	$	671	$	14	$	—	$	685
Net income (loss) attributable to non-controlling interest	$	147	$	—	$	—	$	147
Net income (loss) attributable to Diamondback Energy, Inc.	$	2,116	$	143	$	5	$	2,264
As of September 30, 2024:
Total assets	$	65,402	$	952	$	(607)	$	65,747

Diamondback Energy, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements - (Continued)

(Unaudited)


	Upstream		All Other		Eliminations		Total
	(In millions)
Nine Months Ended September 30, 2023:
Third-party revenues	$	6,126	$	58	$	—	$	6,184
Intersegment revenues	—		286		(286)		—
Total revenues	$	6,126	$	344	$	(286)	$	6,184
Depreciation, depletion, amortization and accretion	$	1,244	$	33	$	—	$	1,277

Income (loss) from operations	$	3,320	$	118	$	(73)	$	3,365
Interest expense, net	$	(131)	$	1	$	—	$	(130)
Other income (expense)	$	(378)	$	89	$	(12)	$	(301)
Income (loss) from equity investments	$	—	$	39	$	—	$	39
Provision for (benefit from) income taxes	$	626	$	22	$	—	$	648
Net income (loss) attributable to non-controlling interest	$	142	$	—	$	—	$	142
Net income (loss) attributable to Diamondback Energy, Inc.	$	2,043	$	225	$	(85)	$	2,183
As of December 31, 2023:
Total assets	$	28,362	$	1,242	$	(603)	$	29,001

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