Diversified Energy Co
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Mar 17, 2025
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number:001-41870
| Diversified Energy Company PLC | |
| (Exact name of Registrant as specified in its charter) | |
| Not Applicable | England and Wales |
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
| 1600 Corporate Drive Birmingham, Alabama 35242Tel: +1 205 408 0909 | Bradley G. GrayDiversified Energy Company PLC1600 Corporate DriveBirmingham, Alabama 35242Tel: +1 205 408 0909 |
| (Address of principal executive offices) | (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered, pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, nominal (par) value £0.20 per share | DEC | New York Stock Exchange |
| Ordinary shares, nominal (par) value £0.20 per share | DEC | London Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No þ
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. Yes¨ No þ
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ¨ Large accelerated filer | þ Accelerated filer | ¨ Non-accelerated filer | ¨ Emerging growth company |
|---|
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ¨ U.S. GAAP | þ International Financial Reporting Standards as issued by the International Accounting Standards Board | ¨ Other |
|---|
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17¨ Item 18
¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ No þ
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court. Yes¨ No¨
Diversified Energy Company PLC
2024 Annual Report & Form 20-F
For the Year Ended December 31, 2024
Table of Contents
| Page | |
|---|---|
| Cross Reference to Form 20-F | 1 |
| Strategic Report | 3 |
| A Differentiated Business Model | 3 |
| Geographic Operating Areas | 3 |
| Key Facts | 4 |
| Strategy | 4 |
| Key Performance Indicators | 5 |
| Our Business | 7 |
| Sustainability Review | 17 |
| Financial Review | 20 |
| Risk Management Framework | 31 |
| Risk Factors | 34 |
| Viability and Going Concern | 50 |
| Corporate Governance | 52 |
| The Chairman’s Governance Statement | 52 |
| Governance Framework | 52 |
| Our Approach to Governance | 55 |
| Board of Directors & Senior Management | 57 |
| Directors’ Report | 60 |
| The Nomination & Governance Committee’s Report | 65 |
| The Audit & Risk Committee’s Report | 67 |
| The Remuneration Committee’s Report | 72 |
| The Sustainability & Safety Committee’s Report | 93 |
| Group Financial Statements | 96 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | 97 |
| Consolidated Statement of Comprehensive Income | 99 |
| Consolidated Statement of Financial Position | 100 |
| Consolidated Statement of Changes in Equity | 101 |
| Consolidated Statement of Cash Flows | 102 |
| Notes to the Group Financial Statements | 103 |
| Supplemental Natural Gas & Oil Information (Unaudited) | 145 |
| Additional Information (Unaudited) | 148 |
| Payments to Governments Report | 148 |
| Alternative Performance Measures | 150 |
| Officers and Professional Advisors | 153 |
| Shareholder Information | 154 |
| Glossary of Terms | 160 |
| Exhibits | 162 |
| Signatures | 164 |
We have prepared ourfinancial statements and the notes thereto in accordance with IFRS as issued by the International Accounting Standards Board.
To provide metrics that we believe enhance the comparability of our results to similar companies, throughout this Annual Report & Form 20-F, we refer
to Alternative Performance Measures (“APMs”). APMs are intended to be used in addition to, and not as an alternative for the financial information
contained within the Group Financial Statements, nor as a substitute for IFRS. In APMs within this Annual Report & Form 20-F, we define, provide
calculations and reconcile each APM to its nearest IFRS measure. These APMs include “adjusted EBITDA,” “net debt,” “net debt-to-adjusted EBITDA,”
“total revenue, inclusive of settled hedges,” “adjusted EBITDA margin,” “free cash flow,” “adjusted operating cost per Mcfe,” “employees, administrative
costs and professional services,” and “PV-10.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.