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Diamondback Energy Inc

For the period ended Dec 31, 2024. Filed Feb 26, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 26, 2025

FANG$178.08-0.1%Stored close · as of Nov 10, 2026

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Contents

Transactions and Recent Developments

2025 Transactions

On February 14, 2025, we entered into a definitive securities purchase agreement with Double Eagle to effect the pending Double Eagle Acquisition for consideration of $3.0 billion in cash and approximately 6.9 million shares of our common stock, subject to customary adjustments. The pending Double Eagle Acquisition consists of approximately 67,700 gross (40,000 net) acres, which are primarily located in the Midland Basin, and approximately 407 gross (342 net) horizontal locations in primary development targets. We intend to fund the cash portion of the pending Double Eagle Acquisition through a combination of cash on hand, borrowings under our credit facility or proceeds from term loans and senior notes offerings. The pending Double Eagle Acquisition is expected to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and regulatory approval.

Viper 2025 Equity Offering

On February 3, 2025, Viper completed an underwritten public offering of approximately 28.34 million shares of its Class A common stock (the “Viper 2025 Equity Offering”), which included 3.70 million shares issued pursuant to an option to purchase additional shares of its Class A common stock granted to the underwriters at a price to the public of $44.50 per share. Viper received total net proceeds for the Viper 2025 Equity Offering of approximately $1.2 billion after the underwriters’ discount and estimated transaction costs.

On January 30, 2025, EER LP and the Endeavor Subsidiaries, each of which is our subsidiary, entered into a definitive equity purchase agreement with Viper and Viper LLC to divest the Endeavor Subsidiaries to Viper in exchange for consideration consisting of (i) $1.0 billion in cash and (ii) the issuance of 69.63 million Viper LLC units and an equal number of shares of Viper’s Class B common stock (which securities are exchangeable for an equal number of Viper’s Class A common stock), in each case subject to customary closing adjustments, including for net title benefits. The pending 2025 Drop Down is expected to close in the second quarter of 2025, subject to the approval by Viper’s stockholders, regulatory clearance and the satisfaction or waiver of other closing conditions. Viper intends to fund the cash consideration for the pending 2025 Drop Down with the net proceeds from the Viper 2025 Equity Offering discussed above. The mineral and royalty interests owned by the Endeavor Subsidiaries being divested in the pending 2025 Drop Down represent approximately 22,847 net royalty acres located primarily in the Permian Basin. The Endeavor Subsidiaries being sold in the pending 2025 Drop Down were acquired by us in the recently completed Endeavor Acquisition.

See Note 17—Subsequent Events in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the pending Double Eagle Acquisition, the Viper 2025 Equity Offering and the pending 2025 Drop Down.

2024 Diamondback Acquisitions and Divestitures

On September 10, 2024, we completed the Endeavor Acquisition for consideration consisting of $7.3 billion in cash, subject to certain customary post-closing adjustments, and approximately 117.27 million shares of our common stock. The Endeavor Acquisition included approximately 500,849 gross (361,927 net) acres, which are primarily located in the Permian Basin. The cash consideration for the Endeavor Acquisition was funded through a combination of cash on hand, the net proceeds of the Company’s $5.5 billion April 2024 Senior Notes offering and $1.0 billion in borrowings under the Tranche A Loans (as defined and discussed below). See Note 5—Endeavor Energy Resources, LP Acquisition in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the Endeavor Acquisition.

TRP Energy, LLC Asset Exchange

On December 20, 2024, we completed an exchange agreement with TRP Energy, LLC (“TRP”), in which we exchanged approximately 47,034 gross (35,673 net) acres located in the Delaware Basin and $325 million in cash, subject to customary post-closing adjustments, for certain of TRP’s assets consisting of approximately 21,582 gross (15,421 net) acres located in the Midland Basin (the “TRP Exchange”). The TRP Exchange was valued at approximately $1.4 billion.

WTG Midstream Transaction

On July 15, 2024, Remuda Midstream Holdings LLC, (the “WTG joint venture”) sold its WTG Midstream LLC subsidiary (the “WTG Midstream Transaction”), resulting in proceeds to us of 10.1 million common units of Energy Transfer LP and $190 million in cash, subject to customary closing adjustments. At the closing of the WTG Midstream Transaction, the value attributable to us for the 10.1 million common units was approximately $135 million, of which we received approximately $81 million with the remaining $54 million held in escrow pursuant to an escrow agreement entered into by the WTG joint venture. A gain of approximately $74 million was recognized for the WTG Transaction in the third quarter of 2024.

2024 Viper Acquisitions

On October 1, 2024, Viper and Viper LLC completed the Viper TWR Acquisition, for which the consideration consisted of approximately (i) $464 million in cash, (ii) 10.09 million Viper LLC units, including transaction costs and certain customary post-closing adjustments, (iii) the TWR Class B Option, and (iv) contingent cash consideration of up to $41 million payable in January of 2026. The mineral and royalty interests acquired in the Viper TWR Acquisition represent approximately 3,067 net royalty acres located primarily in the Permian Basin.

On September 3, 2024 Viper and Viper LLC acquired all of the issued and outstanding equity interests in Tumbleweed-Q Royalties, LLC (i) the Viper Q Acquisition for a purchase price of approximately $114 million in cash, including transaction costs and certain customary post-closing adjustments, and a contingent cash consideration of up to $5 million payable in January of 2026, and (ii) MC TWR Royalties, LP and MC TWR Intermediate, LLC the Viper M Acquisition for a purchase price of approximately $76 million in cash, including transaction costs and certain customary post-closing adjustments, and a contingent cash consideration of up to $4 million payable in January of 2026. The mineral and royalty interests acquired in the Viper Q & M Acquisitions, represent approximately 406 and 267 net royalty acres located primarily in the Permian Basin, respectively.

See Note 4—Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the TRP Exchange, the Viper Tumbleweed Acquisitions and the WTG Midstream Transaction.

2024 Capital Transactions

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 at a price to the public of $42.50 per share for total net proceeds to Viper of approximately $476 million(the “Viper 2024 Equity Offering”).

See Note 10—Stockholders' Equity and Earnings (Loss) Per Share in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the Viper 2024 Equity Offering.

April 2024 Notes Offering

On April 18, 2024, we 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”).

Term Loan Agreement

In connection with the Endeavor Acquisition, we entered into a Term Loan Credit Agreement with Citibank, N.A. on February 29, 2024 (the “Term Loan Agreement”). The Term Loan Agreement provided the Company with the ability to borrow up to $1.5 billion, which was comprised of $1.0 billion of Tranche A Loans (the “Tranche A Loans”) and $500 million of Tranche B Loans (the “Tranche B Loans”). On August 2, 2024, we terminated our undrawn Tranche B Loans. Initial borrowings of $1.0 billion under the Tranche A Loans were used to fund a portion of the cash consideration for the Endeavor Acquisition.

Commodity Prices

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Regional and worldwide economic activity, extreme weather conditions and other substantially variable factors, influence market conditions for these products. These factors are beyond our control and are difficult to predict. During 2024, 2023 and 2022 the NYMEX WTI prices averaged $75.76, $77.60 and $94.33 per Bbl, respectively, and the NYMEX Henry Hub prices averaged $2.41, $2.66 and $6.54 per MMBtu, respectively.

For additional information around risks related to commodity prices, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk.

Outlook

During 2024, we had total capital expenditures of $2.9 billion, which was consistent with our guidance presented in November 2024. In 2025, we expect production and capital expenditures to increase as a result of the Endeavor Acquisition the Viper Tumbleweed Acquisitions, and the pending Double Eagle Acquisition, if consummated. Giving effect to the pending Double Eagle Acquisition, we have currently budgeted 2025 total capital spend of $3.80 billion to $4.20 billion, which at the midpoint is an increase of 36% year over year. Given the volatile current macro environment for oil prices and near-term global oil supply and demand dynamics, we have made the capital allocation decision to focus on free cash flow (as defined in“— Capital Requirements”) generation and capital efficiency over volume growth in 2025.

As part of the agreement with Double Eagle, we have also agreed to accelerate development on a portion of our non-core southern Midland Basin acreage. This acceleration is expected to bring forward net asset value to us by developing our lower quality acreage at a faster pace than current expectations. As a result, we expect significant free cash flow growth in 2026 and beyond with minimal capital deployment through this accelerated development plan.

Beginning in the first quarter of 2024, our board of directors approved a reduction to our return of capital commitment to our shareholders to at least 50% (down from 75%) of our quarterly free cash flow. Because we added debt to fund the cash portion of the Endeavor Acquisition and expect to add additional debt upon completion of the pending Double Eagle Acquisition, we are allocating more free cash flow to pay down our debt, with a near-term goal to reduce net debt to $10 billion. Our long-term target is to maintain our net debt between $6 billion and $8 billion through free cash flow generation and potential non-core asset sales as demonstrated by our recently announced commitment to sell at least $1.5 billion of non-core assets to help accelerate debt reduction and maintain a strong balance sheet. We also remain focused on our long-term priority to return cash to our stockholders.

In the Midland Basin, we continued to have positive results across our core development areas located within Midland, Martin, Ector, Glasscock, Reagan, Andrews and Howard counties, where development has primarily focused on drilling long-lateral, multi-well pads targeting the Spraberry and Wolfcamp formations.

In the Delaware Basin, we continued to target the Wolfcamp and Bone Spring formations across our primary development areas located in Pecos, Reeves and Ward counties. Collectively, the Delaware Basin accounted for approximately 5% of our total development in 2024, and we expect a similar portion of our total development to be focused in these areas in 2025.

As of December 31, 2024, we were operating 19 drilling rigs and four completion crews and currently intend to operate between 13 and 19 drilling rigs and between four and six completion crews in 2025 on average across our current acreage position in the Midland and Delaware Basins.

2025 Guidance

The following table presents our current estimates, which give effect to the estimated contribution related to the pending Double Eagle Acquisition, of certain financial and operating results for the full year of 2025, as well as production and cash tax guidance for the first quarter of 2025:

2025 Guidance
Net production - MBOE/d883 - 909
Oil production - MBO/d485 - 498
Q1 2025 oil production - MBO/d (total - MBOE/d)470 - 475 (860 - 875)
(Unit costs $/BOE):
Lease operating expenses, including workovers$5.90 - $6.30
General and administrative expenses - cash$0.60 - $0.75
Non-cash stock-based compensation$0.25 - $0.35
Depreciation, depletion, amortization and accretion$14.00 - $15.00
Interest expense (net of interest income)$0.25 - $0.50
Gathering, processing and transportation$1.20 - $1.40
Production and ad valorem taxes (% of revenue)~7%
Corporate tax rate (% of pre-tax income)23%
Cash tax rate (% of pre-tax income)17% - 20%
Q1 2025 cash taxes (in millions)$280 - $340

Comparison of the Years Ended December 31, 2024 and 2023

For a discussion of the results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, please refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023 (filed with the SEC on February 22, 2024), which is incorporated in this report by reference from such prior report on Form 10-K.

The following table sets forth selected historical operating data for the periods indicated:

Year Ended December 31,
20242023
Revenues (in millions):
Oil sales$9,067$7,279
Natural gas sales89262
Natural gas liquid sales944687
Total oil, natural gas and natural gas liquid revenues$10,100$8,228
Production Data:
Oil (MBbls)123,32596,176
Natural gas (MMcf)275,680198,117
Natural gas liquids (MBbls)49,70034,217
Combined volumes (MBOE)(1)218,972163,413
Daily oil volumes (BO/d)336,954263,496
Daily combined volumes (BOE/d)598,284447,707
Average Prices:
Oil ($ per Bbl)$73.52$75.68
Natural gas ($ per Mcf)$0.32$1.32
Natural gas liquids ($ per Bbl)$18.99$20.08
Combined ($ per BOE)$46.12$50.35
Oil, hedged ($/Bbl)(2)$72.68$74.72
Natural gas, hedged ($/Mcf)(2)$0.91$1.48
Natural gas liquids, hedged ($/Bbl)(2)$18.99$20.08
Average price, hedged ($/BOE)(2)$46.38$49.98

(1)Bbl equivalents are calculated using a conversion rate of six Mcf per 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.

Production Data. Substantially all of our revenues are generated through the sale of oil, natural gas and natural gas liquids production. The following table provides information on the mix of our production for the years ended December 31, 2024 and 2023:

Year Ended December 31,
20242023
Oil (MBbls)56%59%
Natural gas (MMcf)21%20%
Natural gas liquids (MBbls)23%21%
100%100%

See Items 1 and 2. Business and Properties—Oil and Natural Gas Data—Oil and Natural Gas Production and Price History of this report for further discussion of production by basin.

Oil, Natural Gas and Natural Gas Liquids Revenues. Our revenues are a function of oil, natural gas and natural gas liquids production volumes sold and average sales prices received for those volumes.

Our oil, natural gas and natural gas liquids revenues increased by approximately $1.9 billion, or 23%, to $10.1 billion in 2024 compared to $8.2 billion in 2023. This net increase consisted of an additional $2.5 billion attributable to the 34% growth in our combined production volumes, and a reduction of $596 million attributable to lower average prices received for our oil, natural gas and natural gas liquids production.

Approximately 72% of the increase in combined production volumes is attributable to the Endeavor Acquisition, 4% is attributable to Viper’s GRP Acquisition and 1% is attributable to Viper’s Tumbleweed Acquisitions. The remainder of the change is attributable to new wells drilled on previously existing acreage.

See Note 4—Acquisitions and Divestitures and Note 5—Endeavor Energy Resources, LP Acquisition in Item 8. Financial Statements and Supplementary Data of this report for further definition and discussion of Viper’s GRP Acquisition, the Viper Tumbleweed Acquisitions and the Endeavor Acquisition.

Net Sales of Purchased Oil. Beginning in the third quarter of 2023, we entered into purchase transactions with third parties and separate sale transactions with third parties to satisfy certain of our unused oil pipeline capacity commitments.

The following table presents the net sales of purchased oil from third parties for the year ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions)20242023
Sales of purchased oil$923$111
Purchased oil expense921111
Net sales of purchased oil$2$—

Other Revenues. The following table shows the other revenues for the year ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions)20242023
Other operating income$43$73

Other operating income decreased by $30 million in 2024 compared to 2023 primarily due to (i) a $37 million reduction in midstream service revenues following the sale of the Deep Blue Water Assets in the third quarter of 2023, (ii) a $5 million increase in midstream service revenues resulting from the Endeavor Acquisition and (iii) other individually insignificant changes.

Lease Operating Expenses. The following table shows lease operating expenses for the years ended December 31, 2024 and 2023:

Year Ended December 31,
20242023
(In millions, except per BOE amounts)AmountPer BOEAmountPer BOE
Lease operating expenses$1,286$5.87$872$5.34

Lease operating expenses increased by $414 million, or $0.53 per BOE in 2024 as compared to 2023. The increase primarily consists of (i) $220 million in lease operating expenses related to the Endeavor Acquisition, (ii) $66 million in additional costs incurred for water services as a result of divesting the Deep Blue Water Assets in the third quarter of 2023, (iii) $65 million due to an increase in legacy production volumes, (iv) $48 million due to an increase in workover expense, (v) $12 million due to an increase in electrical generation costs, and (vi) other individually insignificant changes.

Production and Ad Valorem Tax Expense. The following table shows production and ad valorem tax expense for the years ended December 31, 2024 and 2023:

Year Ended December 31,
20242023
(In millions, except per BOE amounts)AmountPer BOEPercentage of oil, natural gas and natural gas liquids revenueAmountPer BOEPercentage of oil, natural gas and natural gas liquids revenue
Production taxes$462$2.114.6%$380$2.324.6%
Ad valorem taxes1760.801.71450.891.8
Total production and ad valorem expense$638$2.916.3%$525$3.216.4%

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Production taxes as a percentage of oil, natural gas and natural gas liquids revenues remained consistent during 2024 compared to 2023.

Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. Ad valorem taxes increased by $31 million in 2024 compared to 2023 primarily due to $28 million of ad valorem taxes accrued on properties acquired as part of the Endeavor Acquisition and other individually insignificant changes.

Gathering, Processing and Transportation Expense. The following table shows gathering, processing and transportation expense for the years ended December 31, 2024 and 2023:

Year Ended December 31,
20242023
(In millions, except per BOE amounts)AmountPer BOEAmountPer BOE
Gathering, processing and transportation$356$1.63$287$1.76

Gathering, processing and transportation expense increased by $69 million in 2024 compared to 2023 primarily due to an increase in our production from legacy wells as well as an increase in our contractual rates throughout the year. The decrease in the overall rate per BOE between 2024 and 2023 is due to recording gathering, processing and transportation charges for production from the Endeavor Acquisition as a reduction to revenue in accordance with the terms of the acquired contracts.

Depreciation, Depletion, Amortization and Accretion. The following table shows the components of our depreciation, depletion and amortization expense for the years ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions, except BOE amounts)20242023
Depletion of proved oil and natural gas properties$2,759$1,669
Depreciation of other property and equipment6156
Other amortization86
Asset retirement obligation accretion2215
Depreciation, depletion, amortization and accretion expense$2,850$1,746
Oil and natural gas properties depletion rate per BOE$12.60$10.21
Depreciation, depletion, amortization and accretion per BOE$13.02$10.68

The increase in depletion of proved oil and natural gas properties of $1.1 billion in 2024 as compared to 2023 consists of an additional (i) $567 million from the growth in production volumes, and (ii) $523 million due to applying a higher depletion rate in 2024. The increase in depletion rate was primarily due to the addition of higher value leasehold costs and proved reserves from the Endeavor Acquisition and Viper’s Tumbleweed Acquisitions into the depletable base in 2024.

General and Administrative Expenses. The following table shows general and administrative expenses for the years ended December 31, 2024 and 2023:

Year Ended December 31,
20242023
(In millions, except per BOE amounts)AmountPer BOEAmountPer BOE
General and administrative expenses$148$0.68$96$0.59
Non-cash stock-based compensation650.30540.33
Total general and administrative expenses$213$0.98$150$0.92

The increase in general and administrative expenses of $52 million in 2024 compared to 2023 was primarily due to (i) a $41 million increase in employee compensation and benefit costs related to additional headcount largely from the Endeavor Acquisition and annual compensation adjustments, (ii) a $12 million increase in software costs, and (iii) offsetting changes in other individually insignificant items.

Other Operating Costs and Expenses. The following table shows the other operating costs and expenses for the year ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions)20242023
Merger and integration expenses$303$11
Other operating expenses$103$140

Merger and integration expenses in 2024 include costs incurred in connection with the Endeavor Acquisition primarily for severance and accelerated incentive compensation payments to former Endeavor employees as well as investment banking and legal costs. See Note 5—Endeavor Energy Resources, LP Acquisition in Item 8. Financial Statements and Supplementary Data of this report for further details regarding expenses incurred the Endeavor Acquisition.

Other operating expenses decreased by $37 million in 2024 compared to 2023 primarily due to a $77 million reduction in midstream services costs as a result of the sale of the Deep Blue Water Assets in the third quarter of 2023. This reduction was partially offset by increases of (i) $25 million in midstream services costs following the Endeavor Acquisition, (ii) $8 million in net losses on the sale of property, plant and equipment in 2024, (iii) $7 million primarily attributable to the write off of certain saltwater disposal assets during 2024, and (iv) other individually insignificant changes.

Derivative Instruments. The following table shows the net gain (loss) on derivative instruments and the net cash received (paid) on settlements of derivative instruments for the years ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions)20242023
Gain (loss) on derivative instruments, net$137$(259)
Net cash received (paid) on settlements(1)$(51)$(110)

(1)The year ended December 31, 2024 includes cash paid on interest rate swaps terminated prior to their contractual maturity of $37 million and cash paid for the early settlement of treasury lock contracts of $25 million

The change from a loss to a gain on derivative instruments in 2024 compared to 2023 primarily reflects (i) a $374 million increase in the value of our unsettled natural gas contracts due to a decrease in market prices for natural gas compared to our contract prices, (ii) a $129 million increase in cash received on the settlement of natural gas contracts, and (iii) a $10 million increase in the value of our interest rate swap contracts primarily due to a decline in expected future interest rates. These increases were partially offset by (i) a $60 million increase in cash paid on the settlement of interest rate derivatives (ii) a $43 million decrease in the value of our unsettled oil contracts due to an increase in market prices for oil compared to our contract prices, (iii) an $11 million increase in cash paid for the settlement of oil contracts, and (iv) other individually insignificant changes.

See Note 13—Derivatives in Item 8. Financial Statements and Supplementary Data of this report for further details regarding our derivative instruments and interest rate swaps.

Other Income (Expense). The following table shows other income and expenses for the years ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions)20242023
Interest expense, net$(135)$(159)
Other income (expense), net$80$52
Gain (loss) on extinguishment of debt$2$(4)
Income (loss) from equity investments, net$21$48

Interest expense, net decreased $24 million in 2024 compared to 2023 primarily due to (i) an additional $165 million in capitalized interest costs, which reduce interest expense, (ii) an increase in interest income of $138 million due to holding proceeds from the April 2024 Notes in short-term interest bearing accounts until the close of the Endeavor Acquisition, and (iii) a $12 million decrease in interest expense on our revolving credit facility due to lower average borrowings outstanding in 2024. These reductions were largely offset by (i) an increase of $233 million in interest expense on senior notes related primarily to the issuance of the April 2024 Notes and Viper’s 7.375% Senior Notes due 2031 which were issued in the fourth quarter of 2023, (ii) an increase of $39 million in amortization of debt issuance costs primarily related to our terminated Bridge Facility, Tranche A Loans and April 2024 Notes, and (iii) a $19 million increase in interest expense incurred in connection with the Tranche A Loans.

See Note 9—Debt in Item 8. Financial Statements and Supplementary Data of this report for further details regarding outstanding borrowing, interest expense and gain (loss) on extinguishment of debt.

Other income (expense), net for 2024 includes a gain recorded on the WTG Midstream Transaction of approximately $74 million compared to 2023 including a $53 million gain on the sale of our equity method investment in Gray Oak Pipeline, LLC (“Gray Oak”), partially offset by various other insignificant activity.

The decrease in income from our equity investments primarily reflects reductions of (i) $17 million due to the sale of our interest in OMOG JV LLC in the third quarter of 2023, (ii) $11 million due to the WTG Midstream Transaction, and (ii) other individually insignificant activity.

See Note 8—Equity Method Investments and Related Party Transactions in Item 8. Financial Statements and Supplementary Data of this report for further discussion.

Provision for (Benefit from) Income Taxes. The following table shows the provision for (benefit from) income taxes for the years ended December 31, 2024 and 2023:

Year Ended December 31,
(In millions)20242023
Provision for (benefit from) income taxes$800$912

The change in our income tax provision for 2024 compared to 2023 was primarily due to a lower effective annual tax rate following the release of Viper’s $156 million valuation allowance in the fourth quarter of 2024. See Note 12—Income Taxes in Item 8. Financial Statements and Supplementary Data of this report for further discussion of our income tax expense.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

Historically, our primary sources of liquidity have included cash flows from operations, proceeds from our public equity offerings, issuances of common stock in connection with acquisitions, borrowings under our revolving credit facility, proceeds from the issuance of senior notes and sales of non-core assets. Our primary uses of capital have been for the acquisition, development and exploration of oil and natural gas properties and repayment of debt and returning capital to stockholders. At December 31, 2024, we had approximately $2.6 billion of liquidity consisting of $134 million in standalone cash and cash equivalents and $2.5 billion available under our credit facility. As discussed below, our capital budget for 2025, which gives effect to the pending Double Eagle Acquisition, is $3.80 billion to $4.20 billion. As of December 31, 2024, we have approximately $900 million of Tranche A Loans maturing in September 2025.

Future cash flows are subject to a number of variables, including the level of our oil and natural gas production and the volatility of commodity prices. Further, significant additional capital expenditures will be required to more fully develop our properties. Prices for our commodities are determined primarily by prevailing market conditions, regional and worldwide economic activity, weather and other substantially variable factors. These factors are beyond our control and are difficult to predict. See Item 1A. Risk Factors of this report above. In order to mitigate this volatility, we enter into derivative contracts with a number of financial institutions, all of which are participants in our credit facility, to economically hedge a portion of our estimated future crude oil and natural gas production as discussed further in Note 13—Derivatives in Item 8. Financial Statements and Supplementary Data and Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk of this report. The level of our hedging activity and duration of the financial instruments employed depend on our desired cash flow protection, available hedge prices, the magnitude of our capital program and our operating strategy.

Cash Flow

Our cash flows for the years ended December 31, 2024 and 2023 are presented below:

Year Ended December 31,
20242023
(In millions)
Net cash provided by (used in) operating activities$6,413$5,920
Net cash provided by (used in) investing activities(11,221)(3,323)
Net cash provided by (used in) financing activities4,387(2,176)
Net change in cash$(421)$421

Operating Activities

Our operating cash flow is sensitive to many variables, the most significant of which is the volatility of prices for the oil and natural gas we produce.

The increase in operating cash flows for the year ended December 31, 2024 compared to the same period in 2023 primarily resulted from (i) an increase of $1.8 billion in total revenue, excluding sales of purchased oil, (ii) an additional $138 million in interest income, and (iii) a reduction of $59 million in cash paid on settlements of derivatives. These cash inflows were partially offset by an increase in our cash operating expenses, excluding purchased oil expense, of approximately $903 million related primarily to merger and integration costs incurred in connection with the Endeavor Acquisition and additional lease operating expenses, (ii) an increase of $253 million in cash paid for taxes, (iii) an increase of $123 million in cash paid for interest, net of capitalized amounts, and (iv) fluctuations in other working capital balances due primarily to the timing of when collections were made on accounts receivable and payments were made on accounts payable. See “—Results of Operations” for discussion of significant changes in our revenues and expenses.

Investing Activities

The majority of our net cash used for investing activities during the year ended December 31, 2024 and 2023 was for drilling and completion costs in conjunction with our development program as well as the purchase of oil and gas properties including the Endeavor Acquisition and Viper’s Tumbleweed Acquisitions in 2024 and the Lario Acquisition and Viper’s GRP Acquisition in 2023. These cash outflows were partially offset by proceeds received from the divestitures of various oil and gas properties and other assets, which are discussed further in Note 4—Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report.

Capital Expenditure Activities

Our capital expenditures excluding acquisitions and equity method investments (on a cash basis) were as follows for the specified period:

Year Ended December 31,
20242023
(In millions)
Drilling, completions and non-operated additions to oil and natural gas properties$2,632$2,429
Infrastructure additions to oil and natural gas properties221153
Additions to midstream assets14119
Total$2,867$2,701

For further discussion regarding our development program, please see Items 1 and 2. Business and Properties—Oil and Natural Gas Data—Wells Drilled and Completed in 2024 of this report.

Financing Activities

During the year ended December 31, 2024, net cash used in financing activities was primarily attributable to $5.5 billion of proceeds from the issuance of the April 2024 Notes, $900 million in borrowings on our Tranche A Loans, net of repayments, $476 million in proceeds from the Viper 2024 Equity Offering, $451 million in proceeds from the sale of our shares of Viper’s Class A common stock and $2 million in borrowings on our credit facilities, net of repayments. These cash inflows were partially offset by (i) $1.6 billion of dividends paid to stockholders, (ii) $959 million of repurchases as part of the share repurchase program, (iii) $227 million in dividends to non-controlling interest, (iv) $99 million of debt issuance costs primarily associated with the April 2024 Notes, Term Loan Agreement and Bridge Facility, and (vi) $39 million in cash paid for tax withholdings on vested employee stock awards.

Net cash used in financing activities for the year ended December 31, 2023 was primarily attributable to (i) $1.4 billion of dividends paid to stockholders, (ii) $935 million of repurchases as part of the Diamondback and Viper share repurchase programs, (iii) $134 million paid for the retirement of outstanding principal on certain senior notes, and (iv) $129 million in distributions to non-controlling interest. The cash outflows were partially offset by (i) $394 million in net proceeds from the issuance of the Viper 2031 Notes and an additional $111 million in borrowings under credit facilities, net of repayments.

Capital Resources

Our working capital requirements are supported by our cash and cash equivalents and available borrowings under our revolving credit facility. We may draw on our revolving credit facility to meet short-term cash requirements, or issue debt or equity securities as part of our longer-term liquidity and capital management program and to finance the pending Double Eagle Acquisition. Because of the alternatives available to us, we believe that our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term capital requirements.

As we pursue our business and financial strategy, we regularly consider which capital resources, including cash flow and/or equity and debt financings, are available to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. Our future ability to grow proved reserves and production will be highly dependent on the capital resources available to us. Any prolonged volatility in the capital, financial and/or credit markets and/or adverse macroeconomic conditions may limit our access to, or increase our cost of, capital or make capital unavailable on terms acceptable to us or at all.

Revolving Credit Facilities and Other Debt Instruments

As of December 31, 2024, our debt, including the debt of Viper, consisted of approximately $12.0 billion in aggregate outstanding principal amount of senior notes, $900 million in aggregate outstanding short-term borrowings under the Tranche A Loans and $261 million in aggregate outstanding borrowings under revolving credit facilities.

As of December 31, 2024, the maximum credit amount available under our credit agreement was $2.5 billion, which may be increased to a total maximum commitment amount of $2.6 billion, with no outstanding borrowings and $2.5 billion available for future borrowings. Our credit agreement matures on June 2, 2029.

Viper LLC’s Credit Agreement

The Viper LLC credit agreement, as amended to date, matures on September 22, 2028 and provides for a revolving credit facility in the maximum credit amount of $2.0 billion, with a borrowing base and elected commitment amount of $1.3 billion. At December 31, 2024, there were $261 million of outstanding borrowings and $1.0 billion available for future borrowings under the Viper LLC credit agreement.

For additional discussion of our outstanding debt as of December 31, 2024, see Note 9—Debt in Item 8. Financial Statements and Supplementary Data of this report.

Debt Ratings

We receive debt ratings from the major ratings agencies in the U.S which impact the interest rates we receive on our variable rate debt and interest rate swaps. In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, commodity pricing levels, our liquidity, asset quality, reserve mix, debt levels, cost structure, planned asset sales and production growth opportunities. In September, we received an upgrade from two of the three major ratings agencies in the U.S., Standard and Poor’s Global Ratings Services and Fitch Investor Services. Currently, our credit ratings from the three main credit rating agencies are as follows:

Standard and Poor’s Global Ratings Services (BBB);

Fitch Investor Services (BBB+); and

Moody’s Investor Services (Baa2).

Any rating downgrades may result in additional letters of credit or cash collateral being posted under certain contractual arrangements.

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