fang-20221107
false000153983800015398382022-11-072022-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 7, 2022
___________
DIAMONDBACK ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
DE
001-35700
45-4502447
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
500 West Texas Ave.
Suite 100
Midland, TX
79701
(Address of principal
executive offices)
(Zip code)
(432) 221-7400
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockFANGThe Nasdaq Stock Market LLC
(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   



Item 1.02. Termination of a Material Definitive Agreement.

Diamondback Energy, Inc., a Delaware corporation (the “Company”), previously announced the delivery of the notice of conditional redemption of the principal amount of $500 million of Rattler Midstream LP’s (“Rattler”) 5.625% Senior Notes due 2025 (the “Rattler Notes”), which constitutes all of the outstanding Rattler Notes. The redemption of the Rattler Notes (the “Rattler Notes Redemption”) was conditioned upon: (i) the consummation of an offering of debt securities of the Company, and the receipt by the Company of net cash proceeds from such offering, sufficient in the Company’s opinion to (1) pay the redemption price of the Rattler Notes and (2) fund all fees and expenses associated with the Rattler Notes Redemption and such offering; and (ii) certain intercompany funds transfers, all on terms and conditions acceptable to the Company in its sole and absolute discretion (collectively, the “Condition Precedent”). The Condition Precedent was subsequently satisfied by the Company’s consummation of the Company’s previously announced offering of its 6.250% Senior Notes due 2033 in the aggregate principal amount of $1.1 billion, which offering was completed on October 28, 2022 (the “Diamondback Notes Offering”), the Company’s receipt of the net cash proceeds from the Diamondback Notes Offering, and the completion of the required intercompany funds transfers.

On November 1, 2022 (the “Rattler Notes Redemption Date”), approximately $522 million, the redemption price for the Rattler Notes (the “Rattler Notes Redemption Payment”), was paid to holders of the Rattler Notes. As of the Rattler Notes Redemption Date, there were no Rattler Notes outstanding under that certain Indenture, dated as of July 14, 2020 (the “Indenture”), as supplemented and modified by the Supplemental Indenture, dated as of December 8, 2021, and the Supplemental Indenture, dated as of December 22, 2021 (the Indenture, as so supplemented, the “Rattler Notes Indenture”), and Rattler and its subsidiaries that were guarantors of the Rattler Notes had no further obligations with respect to the Rattler Notes under the Rattler Notes Indenture. The Rattler Notes, which bore interest at 5.625% per year, were scheduled to mature on July 15, 2025. The Company funded the Rattler Notes Redemption Payment with a portion of the net proceeds from the Diamondback Notes Offering.

Item 2.02. Results of Operations and Financial Condition.
 
On November 7, 2022, Diamondback Energy, Inc. issued a press release reporting financial and operating results for the third quarter ended September 30, 2022 and announcing the third quarter 2022 base and variable cash dividends. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
  
Exhibit Number  Description
99.1 
104Cover Page Interactive Data File (formatted as Inline XBRL).




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DIAMONDBACK ENERGY, INC.
Date:November 7, 2022
By:/s/ Teresa L. Dick
Name:Teresa L. Dick
Title:Executive Vice President, Chief Accounting Officer and Assistant Secretary



Document

Exhibit 99.1

https://cdn.kscope.io/fb62461dfbab1f305c00907c39aa0ea6-dblogo.jpg

DIAMONDBACK ENERGY, INC. ANNOUNCES THIRD QUARTER 2022 FINANCIAL AND OPERATING RESULTS

Midland, TX (November 7, 2022) - Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced financial and operating results for the third quarter ended September 30, 2022.

THIRD QUARTER 2022 HIGHLIGHTS

Average production of 224.3 MBO/d (390.6 MBOE/d)
Cash flow from operating activities of $1.93 billion; Operating Cash Flow Before Working Capital Changes (as defined and reconciled below) of $1.65 billion
Cash capital expenditures of $491 million
Free Cash Flow (as defined and reconciled below) of $1.16 billion
Declared Q3 2022 base cash dividend of $0.75 per share payable on November 25, 2022; implies a 1.9% annualized yield based on November 4, 2022 closing share price of $161.37
Declared a variable cash dividend of $1.51 per share payable on November 25, 2022; total base-plus-variable dividend of $2.26 per share implies a 5.6% annualized yield based on November 4, 2022 closing share price of $161.37
Repurchased 3,922,418 shares of common stock in Q3 2022 for $472 million (at a weighted average price of $120.50/share)
Total Q3 2022 return of capital of $874 million from stock repurchases and the declared base-plus-variable dividend; represents ~75% of Q3 2022 Free Cash Flow (as defined and reconciled below)
As previously announced, completed Rattler Midstream LP ("Rattler") buy-in transaction on August 24, 2022

RECENT HIGHLIGHTS

Completed divestiture of non-core Delaware Basin acreage for net proceeds of $155 million; divested assets included approximately 3,250 net acres, with net production of approximately 550 BO/d (800 BOE/d)
In conjunction with its previously announced target of at least $500 million of non-core asset sales by year-end 2023, Diamondback expects to use net proceeds from this transaction towards debt reduction
Previously announced acquisition of leasehold interest and related assets from FireBird Energy LLC ("FireBird") for $775 million in cash and 5.86 million shares; transaction expected to close on November 30, 2022, subject to certain closing conditions and adjustments
Previously announced target to reduce Scope 1+2 GHG intensity by at least 50% from 2020 levels by 2030




“The third quarter was another solid quarter for Diamondback. We focused on cost control, working to mitigate inflationary pressures associated with the variable components of our cost structure through improved operational techniques. By doing so, we continue to be the leader in low-cost operations, maximizing returns for our stockholders. Our high cash margins and best-in-class well costs contributed to nearly $1.2 billion of Free Cash Flow, of which approximately $874 million, or ~75%, is being returned to our stockholders through $472 million in share repurchases and approximately $402 million in total dividends,” stated Travis Stice, Chairman and Chief Executive Officer of Diamondback.

Mr. Stice continued, “Earlier this month, we announced our pending acquisition of the assets of FireBird Energy for $775 million in cash and 5.86 million of shares of Diamondback common stock. We expect this asset to compete for capital right away following closing and provide over a decade of high-quality inventory in the Midland Basin. At the same time, the transaction is expected to immediately increase per share returns to our stockholders and improve the duration of the Company’s cash return profile. In conjunction with this pending acquisition, we announced a target to sell at least $500 million of non-core assets, which includes the $155 million non-core asset sale we announced today, ensuring we maintain our investment grade balance sheet and improve our overall financial position.”

OPERATIONS UPDATE

The tables below provide a summary of operating activity for the third quarter of 2022.

Total Activity (Gross Operated):
Number of Wells DrilledNumber of Wells Completed
Midland Basin48 42 
Delaware Basin11 21 
Total59 63 

Total Activity (Net Operated):
Number of Wells DrilledNumber of Wells Completed
Midland Basin44 40 
Delaware Basin10 20 
Total54 60 

During the third quarter of 2022, Diamondback drilled 48 gross horizontal wells in the Midland Basin and 11 gross horizontal wells in the Delaware Basin. The Company turned 42 operated horizontal wells to production in the Midland Basin and 21 operated horizontal wells to production in the Delaware Basin. The average lateral length for the wells completed during the third quarter was 11,289 feet. Operated completions during the third quarter consisted of 26 Wolfcamp A wells, 16 Lower Spraberry wells, 13 Wolfcamp B wells, three Second Bone Spring wells, two Third Bone Spring wells, two Jo Mill wells and one Middle Spraberry well.

Through the third quarter of 2022, Diamondback has drilled 138 gross horizontal wells in the Midland Basin and 34 gross horizontal wells in the Delaware Basin. The Company has turned 152 operated horizontal wells to production in the Midland Basin and 42 operated horizontal wells to production in the Delaware Basin. The average lateral length for wells completed during the first nine months of 2022 was 10,439 feet, and consisted of 61 Wolfcamp A wells, 50 Lower Spraberry wells, 32 Wolfcamp B wells, 21 Jo Mill wells, 15 Middle Spraberry wells, 11 Second Bone Spring wells, three Third Bone Spring wells and one Barnett well.



FINANCIAL UPDATE

Diamondback's third quarter 2022 net income was $1.18 billion, or $6.72 per diluted share. Adjusted net income (as defined and reconciled below) was $1.14 billion, or $6.48 per diluted share.

Third quarter 2022 cash flow from operating activities was $1.93 billion. Through the first nine months of 2022, Diamondback's cash flow from operating activities was $4.88 billion.

During the third quarter of 2022, Diamondback spent $422 million on operated and non-operated drilling and completions, $42 million on infrastructure and environmental and $27 million on midstream, for total cash capital expenditures of $491 million. Activity-based capital expenditures for the third quarter of 2022 were approximately $579 million. During the first nine months of 2022, Diamondback has spent $1.20 billion on operated and non-operated drilling and completions, $124 million on infrastructure and environmental and $69 million on midstream, for total cash capital expenditures of $1.40 billion.

Third quarter 2022 Consolidated Adjusted EBITDA (as defined and reconciled below) was $1.91 billion. Adjusted EBITDA net of non-controlling interest (as defined and reconciled below) was $1.86 billion.

Diamondback's third quarter 2022 Free Cash Flow (as defined and reconciled below) was $1.16 billion. Through September 30, 2022, Diamondback's Free Cash Flow (as defined and reconciled below) was $3.46 billion.

Third quarter 2022 average unhedged realized prices were $89.79 per barrel of oil, $6.46 per Mcf of natural gas and $34.96 per barrel of natural gas liquids ("NGLs"), resulting in a total equivalent unhedged realized price of $67.25 per BOE.

Diamondback's cash operating costs for the third quarter of 2022 were $11.97 per BOE, including lease operating expenses ("LOE") of $5.09 per BOE, cash general and administrative ("G&A") expenses of $0.56 per BOE, production and ad valorem taxes of $4.34 per BOE and gathering and transportation expenses of $1.98 per BOE.

As of September 30, 2022, Diamondback had $15 million in standalone cash and $235 million of borrowings outstanding under its revolving credit facility, with approximately $1.36 billion available for future borrowing under the facility and approximately $1.38 billion of total liquidity.

DIVIDEND DECLARATIONS

Diamondback announced today that the Company's Board of Directors declared a base cash dividend of $0.75 per common share for the third quarter of 2022 payable on November 25, 2022, to stockholders of record at the close of business on November 17, 2022.

The Company's Board of Directors also declared a variable cash dividend of $1.51 per common share for the third quarter of 2022 payable on November 25, 2022, to stockholders of record at the close of business on November 17, 2022.

Future base and variable dividends remain subject to review and approval at the discretion of the Company's Board of Directors.




COMMON STOCK REPURCHASE PROGRAM

On September 15, 2021 the Board of Directors of Diamondback authorized the Company to acquire up to $2.00 billion of common stock. On July 28, 2022, Diamondback's Board of Directors approved increasing total authorized common stock repurchases to $4.00 billion. During the third quarter of 2022, Diamondback repurchased 3,922,418 shares of common stock at an average share price of $120.50 for a total cost of approximately $472 million. To date, Diamondback has repurchased 10,518,556 shares of common stock at an average share price of $115.81 for a total cost of approximately $1.22 billion. Diamondback intends to purchase common stock under the common stock repurchase program opportunistically with cash on hand, free cash flow from operations and proceeds from potential liquidity events such as the sale of assets. This repurchase program has no time limit and may be suspended from time to time, modified, extended or discontinued by the Board at any time. Purchases under the repurchase program may be made from time to time in privately negotiated transactions or open market transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will be subject to market conditions, applicable legal requirements and other factors. Any common stock purchased as part of this program will be retired.

SENIOR NOTES OFFERING

On October 28, 2022 Diamondback completed the previously announced $1.1 billion public senior notes offering and used a portion of the net proceeds from this offering to redeem in full $500 million aggregate principal amount of Rattler's senior notes that remained outstanding following the Rattler buy-in transaction, with the remaining net proceeds to be used for general corporate purposes, including the funding of a portion of the cash consideration for the pending FireBird acquisition.



FULL YEAR 2022 GUIDANCE

Below is Diamondback's guidance for the full year 2022, which includes fourth quarter production, cash tax and capital guidance. This guidance has been updated to give effect to the estimated fourth quarter contribution related to the pending FireBird acquisition, which is expected to close on November 30, 2022.

2022 Guidance2022 Guidance
Diamondback Energy, Inc.Viper Energy Partners LP
Net production - MBOE/d385 - 38633.25 - 33.75
Oil production - MBO/d223 - 22419.25 - 19.50
Q4 2022 oil production - MBO/d (total - MBOE/d)224 - 228 (386 - 393)
FireBird Q4 2022 contribution - MBO/d (MBOE/d)5.7 (7.4)
Unit costs ($/BOE)
Lease operating expenses, including workovers$4.50 - $5.00
G&A
Cash G&A$0.65 - $0.80$0.50 - $0.60
Non-cash equity-based compensation$0.40 - $0.50$0.10 - $0.20
DD&A$8.75 - $9.75$9.75 - $10.75
Interest expense (net of interest income)$1.10 - $1.30$3.25 - $3.75
Gathering and transportation$1.80 - $1.90
Production and ad valorem taxes (% of revenue)(a)
~7%7%
Corporate tax rate (% of pre-tax income)23%
Cash tax rate (% of pre-tax income)10% - 15%11% - 16%
Q4 2022 Cash taxes ($ - million)$145 - $175$2 - $5
Capital Budget ($ - million)
Drilling, completion, capital workovers, and non-operated properties$1,700 - $1,715
Midstream (ex. equity method investments)~$85
Infrastructure and environmental~$150
2022 Capital expenditures (FireBird portion)$1,935 - $1,950 ($30 - $45)
Q4 2022 Capital expenditures (FireBird portion)$540 - $555 ($30 - $45)
Gross horizontal wells drilled (net)(b)
~260 (~240)
Gross horizontal wells completed (net)(b)
~275 (~253)
Average lateral length (Ft.)~10,200'
FY 2022 Midland Basin well costs per lateral foot (current)~$580 ($620)
FY 2022 Delaware Basin well costs per lateral foot (current)~$780 ($850)
Midland Basin net lateral feet (%)~80%
Delaware Basin net lateral feet (%)~20%
(a)Includes production taxes of 4.6% for crude oil and 7.5% for natural gas and NGLs and ad valorem taxes.
(b)Includes six drilled and seven completed wells from the pending FireBird acquisition assuming a November 30, 2022 closing date.



CONFERENCE CALL
Diamondback will host a conference call and webcast for investors and analysts to discuss its results for the third quarter of 2022 on Tuesday, November 8, 2022 at 8:00 a.m. CT. Access to the live audio-only webcast, and replay which will be available following the call, may be found here. The live webcast of the earnings conference call will also be available via Diamondback’s website at www.diamondbackenergy.com under the “Investor Relations” section of the site.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves primarily in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases such as the COVID-19 pandemic, and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine on the global energy markets and geopolitical stability; concerns over a potential economic slowdown or recession; inflationary pressures; rising interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; transition risks relating to climate change and the risks and other factors disclosed in Diamondback’s filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov.




In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this news release. All forward-looking statements speak only as of the date of this news release or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.




Diamondback Energy, Inc.
Condensed Consolidated Balance Sheets
(unaudited, in millions, except share amounts)
September 30,December 31,
20222021
Assets
Current assets:
Cash and cash equivalents$27 $654 
Restricted cash18 
Accounts receivable:
Joint interest and other, net115 72 
Oil and natural gas sales, net669 598 
Inventories59 62 
Derivative instruments98 13 
Income tax receivable
Prepaid expenses and other current assets54 28 
Total current assets1,031 1,446 
Property and equipment:
Oil and natural gas properties, full cost method of accounting ($8,386 million and $8,496 million excluded from amortization at September 30, 2022 and December 31, 2021, respectively)
35,019 32,914 
Other property, equipment and land1,371 1,250 
Accumulated depletion, depreciation, amortization and impairment(14,487)(13,545)
Property and equipment, net21,903 20,619 
Funds held in escrow12 
Equity method investments674 613 
Derivative instruments11 
Deferred income taxes, net74 40 
Investment in real estate, net87 88 
Other assets58 76 
Total assets$23,843 $22,898 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable - trade$139 $36 
Accrued capital expenditures371 295 
Current maturities of long-term debt10 45 
Other accrued liabilities403 419 
Revenues and royalties payable634 452 
Derivative instruments90 174 
Income taxes payable31 17 
Total current liabilities1,678 1,438 
Long-term debt5,347 6,642 
Derivative instruments184 29 
Asset retirement obligations325 166 
Deferred income taxes1,737 1,338 
Other long-term liabilities14 40 
Total liabilities9,285 9,653 
Stockholders’ equity:
Common stock, $0.01 par value; 400,000,000 shares authorized; 175,631,465 and 177,551,347 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively
Additional paid-in capital13,646 14,084 
Retained earnings (accumulated deficit)195 (1,998)
Total Diamondback Energy, Inc. stockholders’ equity13,843 12,088 
Non-controlling interest715 1,157 
Total equity14,558 13,245 
Total liabilities and equity$23,843 $22,898 



Diamondback Energy, Inc.
Condensed Consolidated Statements of Operations
(unaudited, $ in millions except per share data, shares in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Revenues:
Oil, natural gas and natural gas liquid sales$2,417 $1,897 $7,558 $4,736 
Other operating income20 13 55 39 
Total revenues2,437 1,910 7,613 4,775 
Costs and expenses:
Lease operating expenses183 156 491 415 
Production and ad valorem taxes156 124 495 304 
Gathering and transportation71 67 191 154 
Depreciation, depletion, amortization and accretion336 341 979 955 
General and administrative expenses34 38 109 99 
Merger and integration expense11 — 11 77 
Other operating expenses32 20 85 81 
Total costs and expenses823 746 2,361 2,085 
Income (loss) from operations1,614 1,164 5,252 2,690 
Other income (expense):
Interest expense, net(43)(57)(122)(170)
Other income (expense), net(5)(3)(4)
Gain (loss) on derivative instruments, net(24)(234)(677)(895)
Gain (loss) on sale of equity method investments— — — 23 
Gain (loss) on extinguishment of debt(1)(12)(59)(73)
Income (loss) from equity investments19 56 
Total other income (expense), net(54)(297)(805)(1,113)
Income (loss) before income taxes1,560 867 4,447 1,577 
Provision for (benefit from) income taxes290 193 913 352 
Net income (loss) 1,270 674 3,534 1,225 
Net income (loss) attributable to non-controlling interest86 25 155 45 
Net income (loss) attributable to Diamondback Energy, Inc.$1,184 $649 $3,379 $1,180 
Earnings (loss) per common share:
Basic$6.72 $3.55 $18.99 $6.66 
Diluted$6.72 $3.55 $18.99 $6.66 
Weighted average common shares outstanding:
Basic174,406181,027176,169175,464
Diluted174,408181,027176,171175,464
Dividends declared per share$2.26 $0.50 $8.36 $1.35 



Diamondback Energy, Inc.
Consolidated Statements of Cash Flows
(unaudited, in millions)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Cash flows from operating activities:
Net income (loss) $1,270 $674 $3,534 $1,225 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for (benefit from) deferred income taxes102 193 375 348 
Depreciation, depletion, amortization and accretion336 341 979 955 
(Gain) loss on extinguishment of debt12 59 73 
(Gain) loss on derivative instruments, net24 234 677 895 
Cash received (paid) on settlement of derivative instruments(96)(363)(816)(847)
(Income) loss from equity investment(19)(4)(56)(6)
Equity-based compensation expense14 14 42 37 
(Gain) loss on sale of equity method investments— — — (23)
Other21 30 57 45 
Changes in operating assets and liabilities:
Accounts receivable267 (135)(113)(307)
Income tax receivable(2)53 (1)152 
Prepaid expenses and other(31)(16)23 
Accounts payable and accrued liabilities(8)(13)(29)(39)
Income tax payable28 — 14 — 
Revenues and royalties payable19 157 182 257 
Other(1)(4)(11)
Net cash provided by (used in) operating activities1,925 1,199 4,884 2,777 
Cash flows from investing activities:
Drilling, completions and infrastructure additions to oil and natural gas properties(464)(385)(1,327)(1,030)
Additions to midstream assets(27)(6)(69)(23)
Property acquisitions(248)(33)(629)(454)
Proceeds from sale of assets33 12 105 112 
Funds held in escrow(6)(1)50 
Other(8)(12)(38)22 
Net cash provided by (used in) investing activities(720)(425)(1,952)(1,323)
Cash flows from financing activities:
Proceeds from borrowings under credit facilities2,521 98 4,100 759 
Repayments under credit facilities(2,556)(73)(4,119)(853)
Proceeds from senior notes— — 750 2,200 
Repayment of senior notes(45)(433)(1,910)(2,540)
Proceeds from (repayments to) joint venture(24)(4)(41)(14)
Premium on extinguishment of debt— (12)(49)(178)
Repurchased shares under buyback program(472)(22)(782)(22)
Repurchased units under buyback program(51)(27)(122)(63)
Dividends to stockholders(526)(81)(1,174)(221)
Distributions to non-controlling interest(71)(31)(181)(72)
Financing portion of net cash received (paid) for derivative instruments— (34)— 25 
Other(6)(10)(42)(42)
Net cash provided by (used in) financing activities(1,230)(629)(3,570)(1,021)
Net increase (decrease) in cash and cash equivalents(25)145 (638)433 
Cash, cash equivalents and restricted cash at beginning of period59 396 672 108 
Cash, cash equivalents and restricted cash at end of period$34 $541 $34 $541 




Diamondback Energy, Inc.
Selected Operating Data
(unaudited)
Three Months Ended September 30, 2022Three Months Ended June 30, 2022Three Months Ended September 30, 2021
Production Data:
Oil (MBbls)20,638 20,120 22,058 
Natural gas (MMcf)45,799 42,912 45,571 
Natural gas liquids (MBbls)7,667 7,349 7,540 
Combined volumes (MBOE)(1)
35,938 34,621 37,193 
Daily oil volumes (BO/d)224,326 221,099 239,761 
Daily combined volumes (BOE/d)390,630 380,451 404,274 
Average Prices:
Oil ($ per Bbl)$89.79 $108.80 $68.27 
Natural gas ($ per Mcf)$6.46 $6.15 $3.34 
Natural gas liquids ($ per Bbl)$34.96 $40.69 $31.70 
Combined ($ per BOE)$67.25 $79.49 $51.00 
Oil, hedged ($ per Bbl)(2)
$87.41 $97.32 $53.81 
Natural gas, hedged ($ per Mcf)(2)
$5.50 $4.40 $2.04 
Natural gas liquids, hedged ($ per Bbl)(2)
$34.96 $40.69 $31.30 
Average price, hedged ($ per BOE)(2)
$64.67 $70.65 $40.76 
Average Costs per BOE:
Lease operating expenses$5.09 $4.59 $4.19 
Production and ad valorem taxes4.34 5.14 3.33 
Gathering and transportation expense1.98 1.76 1.80 
General and administrative - cash component0.56 0.75 0.65 
Total operating expense - cash$11.97 $12.24 $9.97 
General and administrative - non-cash component$0.39 $0.38 $0.37 
Depletion$8.79 $8.84 $8.71 
Interest expense, net$1.20 $1.13 $1.53 
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices and include gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting. Hedged prices exclude gains or losses resulting from the early settlement of commodity derivative contracts.




NON-GAAP FINANCIAL MEASURES

ADJUSTED EBITDA

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines Adjusted EBITDA as net income (loss) attributable to Diamondback Energy, Inc., plus net income (loss) attributable to non-controlling interest ("net income (loss)") before non-cash (gain) loss on derivative instruments, net, interest expense, net, depreciation, depletion, amortization and accretion, depreciation and interest expense related to equity method investments, impairment and abandonments related to equity method investments, (gain) loss on sale of equity method investments, (gain) loss on extinguishment of debt, non-cash equity-based compensation expense, capitalized equity-based compensation expense, merger and integration expense, other non-cash transactions and provision for (benefit from) income taxes, if any. Adjusted EBITDA is not a measure of net income as determined by United States generally accepted accounting principles ("GAAP"). Management believes Adjusted EBITDA is useful because the measure allows it to more effectively evaluate the Company’s operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. The Company adds the items listed above to net income (loss) to determine Adjusted EBITDA because these amounts can vary substantially from company to company within its industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of the Company’s operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets. The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts.




The following tables present a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP financial measure of Adjusted EBITDA:
Diamondback Energy, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(unaudited, in millions)
Three Months Ended September 30, 2022Three Months Ended June 30, 2022Three Months Ended September 30, 2021
Net income (loss) attributable to Diamondback Energy, Inc.$1,184 $1,416 $649 
Net income (loss) attributable to non-controlling interest86 45 25 
Net income (loss)1,270 1,461 674 
Non-cash (gain) loss on derivative instruments, net(72)(199)(163)
Interest expense, net43 39 57 
Depreciation, depletion, amortization and accretion336 330 341 
Depreciation and interest expense related to equity method investments17 16 
Impairment and abandonments related to equity method investments— 
(Gain) loss on extinguishment of debt12 
Non-cash equity-based compensation expense20 19 19 
Capitalized equity-based compensation expense(6)(6)(5)
Merger and integration expenses11 — — 
Other non-cash transactions— (2)
Provision for (benefit from) income taxes290 402 193 
Consolidated Adjusted EBITDA1,911 2,067 1,136 
Less: Adjustment for non-controlling interest54 75 42 
Adjusted EBITDA attributable to Diamondback Energy, Inc.$1,857 $1,992 $1,094 



ADJUSTED NET INCOME
Adjusted net income is a non-GAAP financial measure equal to net income (loss) attributable to Diamondback Energy, Inc. plus net income (loss) attributable to non-controlling interest ("net income (loss)") adjusted for non-cash (gain) loss on derivative instruments, net, (gain) loss on sale of property, plant and equipment, impairment and abandonments related to equity method investments, (gain) loss on extinguishment of debt, merger and integration expense; other non-cash transactions and related income tax adjustments, if any. The Company’s computation of adjusted net income may not be comparable to other similarly titled measures of other companies or to such measure in our credit facility or any of our other contracts. Management believes Adjusted Net Income helps investors in the oil and natural gas industry to measure and compare the Company's performance to other oil and natural gas companies by excluding from the calculation items that can vary significantly from company to company depending upon accounting methods, the book value of assets and other non-operational factors.
The following table presents a reconciliation of the GAAP financial measure of net income (loss) attributable to Diamondback Energy, Inc. to the non-GAAP measure of adjusted net income:
Diamondback Energy, Inc.
Adjusted Net Income
(unaudited, $ in millions except per share data, shares in thousands)
Three Months Ended September 30, 2022
AmountsAmounts Per Diluted Share
Net income (loss) attributable to Diamondback Energy, Inc.(a)
$1,184 $6.72 
Net income (loss) attributable to non-controlling interest86 0.49 
Net income (loss)(a)
1,270 7.21 
Non-cash (gain) loss on derivative instruments, net(72)(0.41)
(Gain) loss on extinguishment of debt0.01 
Merger and integration expense11 0.06 
Other non-cash transactions0.01 
Adjusted net income excluding above items(a)
1,211 6.88 
Income tax adjustment for above items11 0.06 
Adjusted net income(a)
1,222 6.94 
Less: Adjusted net income attributable to non-controlling interest80 0.46 
Adjusted net income attributable to Diamondback Energy, Inc.(a)
$1,142 $6.48 
Weighted average common shares outstanding:
Basic174,406 
Diluted174,408 
(a) The Company’s earnings (loss) per diluted share amount has been computed using the two-class method in accordance with GAAP. The two-class method is an earnings allocation which reflects the respective ownership among holders of common stock and participating securities. Diluted earnings per share using the two-class method is calculated as (i) net income attributable to Diamondback Energy, Inc, (ii) plus the reallocation of $12 million in earnings attributable to participating securities, divided by (iii) diluted weighted average common shares outstanding.




OPERATING CASH FLOW BEFORE WORKING CAPITAL CHANGES, FREE CASH FLOW AND ADJUSTED FREE CASH FLOW

Operating cash flow before working capital changes, which is a non-GAAP financial measure representing net cash provided by operating activities as determined under GAAP without regard to changes in operating assets and liabilities. The Company believes operating cash flow before working capital changes is a useful measure of an oil and natural gas company’s ability to generate cash used to fund exploration, development and acquisition activities and service debt or pay dividends. The Company also uses this measure because adjusted operating cash flow relates to the timing of cash receipts and disbursements that the Company may not control and may not relate to the period in which the operating activities occurred. This allows the Company to compare its operating performance with that of other companies without regard to financing methods and capital structure.

Free Cash Flow, which is a non-GAAP financial measure, is cash flow from operating activities before changes in working capital in excess of cash capital expenditures. Adjusted Free Cash Flow, which is a non-GAAP financial measure, is Free Cash Flow adjusted for early termination of commodity derivative contracts. The Company believes that Free Cash Flow and Adjusted Free Cash Flow are useful to investors as they provide measures to compare both cash flow from operating activities and additions to oil and natural gas properties across periods on a consistent basis as adjusted for non-recurring early settlements of commodity derivative contracts. These measures should not be considered as an alternative to, or more meaningful than, net cash provided by operating activities as an indicator of operating performance. The Company's computation of operating cash flow before working capital changes, Free Cash Flow and Adjusted Free Cash Flow may not be comparable to other similarly titled measures of other companies. The Company uses Free Cash Flow to reduce debt, as well as return capital to stockholders as determined by the Board of Directors.




The following tables present a reconciliation of net cash provided by operating activities to operating cash flow before working capital changes and to Free Cash Flow:

Diamondback Energy, Inc.
Operating Cash Flow Before Working Capital Changes, Free Cash Flow and Adjusted Free Cash Flow
(unaudited, in millions)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net cash provided by operating activities$1,925 $1,199 $4,884 $2,777 
Less: Changes in cash due to changes in operating assets and liabilities:
Accounts receivable267 (135)(113)(307)
Income tax receivable(2)53 (1)152 
Prepaid expenses and other(31)(16)23 
Accounts payable and accrued liabilities(8)(13)(29)(39)
Income tax payable28 — 14 — 
Revenues and royalties payable19 157 182 257 
Other(1)(4)(11)
Total working capital changes272 68 33 75 
Operating cash flow before working capital changes1,653 1,131 4,851 2,702 
Drilling, completions and infrastructure additions to oil and natural gas properties(464)(385)(1,327)(1,030)
Additions to midstream assets(27)(6)(69)(23)
Total Cash CAPEX(491)(391)(1,396)(1,053)
Free Cash Flow1,162 740 3,455 1,649 
Early termination of derivatives— 138 — 
Adjusted Free Cash Flow$1,165 $740 $3,593 $1,649 




NET DEBT

The Company defines net debt as total debt less cash and cash equivalents. Net debt should not be considered an alternative to, or more meaningful than, total debt, the most directly comparable GAAP measure. Management uses net debt to determine the Company's outstanding debt obligations that would not be readily satisfied by its cash and cash equivalents on hand. The Company believes this metric is useful to analysts and investors in determining the Company's leverage position because the Company has the ability to, and may decide to, use a portion of its cash and cash equivalents to reduce debt.
Diamondback Energy, Inc.
Net Debt
(unaudited, in millions)
September 30, 2022
Net Q3 Principal Borrowings/(Repayments)
June 30, 2022March 31, 2022December 31, 2021September 30, 2021
(in millions)
Diamondback Energy, Inc.(a)
$4,340 $134 $4,206 $4,533 $5,277 $5,938 
Viper Energy Partners LP(a)
675 (5)680 728 784 572 
Rattler Midstream LP(a)
500 (232)732 730 695 500 
Total debt5,515 $(103)5,618 5,991 6,756 7,010 
Cash and cash equivalents(27)(43)(149)(654)(457)
Net debt$5,488 $5,575 $5,842 $6,102 $6,553 
(a)    Excludes debt issuance costs, discounts, premiums and fair value hedges.




DERIVATIVES

As of November 4, 2022, the Company had the following outstanding consolidated derivative contracts, including derivative contracts at Viper Energy Partners LP. The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on New York Mercantile Exchange West Texas Intermediate pricing and Crude Oil Brent pricing and with natural gas derivative settlements based on the New York Mercantile Exchange Henry Hub pricing. When aggregating multiple contracts, the weighted average contract price is disclosed.

Crude Oil (Bbls/day, $/Bbl)
Q4 2022Q1 2023Q2 2023Q3 2023Q4 2023FY 2024
Costless Collars - WTI (Cushing)4,000
Long Put Price ($/Bbl)$50.00
Ceiling Price ($/Bbl)$128.01
Costless Collars - WTI (Magellan East Houston)7,000
Long Put Price ($/Bbl)$50.00
Ceiling Price ($/Bbl)$95.55
Costless Collars - Crude Brent Oil15,0006,0006,000
Long Put Price ($/Bbl)$55.00$60.00$60.00
Ceiling Price ($/Bbl)$103.06$114.57$114.57
Long Puts - WTI (Cushing)8,0008,000
Long Put Price ($/Bbl)$55.00$54.25
Deferred Premium ($/Bbl)$-1.54$-1.90
Long Puts - WTI (Magellan East Houston)20,00028,00014,0002,000
Long Put Price ($/Bbl)$51.00$53.93$52.86$55.00
Deferred Premium ($/Bbl)$-1.81$-1.78$-1.75$-1.86
Long Puts - Crude Brent Oil72,32669,00043,00011,000
Long Put Price ($/Bbl)$51.20$53.33$52.79$51.82
Deferred Premium ($/Bbl)$-1.78$-1.74$-1.80$-1.92
Basis Swaps - WTI (Midland)10,00024,00024,00024,00024,000
$0.84$0.90$0.90$0.90$0.90
Basis Spread Puts - WTI (Cushing) / Brent50,000
Spread Price ($/Bbl)$-10.40
Deferred Premium ($/Bbl)$-0.78
Roll Swaps - WTI55,000
$0.89

Natural Gas (Mmbtu/day, $/Mmbtu)
Q4 2022Q1 2023Q2 2023Q3 2023Q4 2023FY 2024
Costless Collars - Henry Hub380,000370,000330,000310,000310,000
Long Put Price ($/Mmbtu)$2.79$3.14$3.17$3.18$3.18
Ceiling Price ($/Mmbtu)$6.24$9.28$9.13$9.22$9.22
Natural Gas Basis Swaps - Waha Hub330,000350,000350,000330,000330,000270,000
$-0.68$-1.20$-1.20$-1.24$-1.24$-1.17



Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com