The following discussion and analysis should be read in conjunction with our
consolidated financial statements and notes thereto appearing elsewhere in this
Annual Report. The following discussion contains "forward-looking statements"
that reflect our future plans, estimates, beliefs, and expected performance.
Actual results and the timing of events may differ materially from those
contained in these forward-looking statements due to a number of factors. See
Item 1A. "Risk Factors" and "Cautionary Statement Regarding Forward-Looking
Statements."

Overview



We are an independent oil and natural gas company focused on the acquisition,
development, exploration and exploitation of unconventional, onshore oil and
natural gas reserves in the Permian Basin in West Texas. We operate in two
operating segments: (i) the upstream segment, which is engaged in the
acquisition, development, exploration and exploitation of unconventional,
onshore oil and natural gas reserves primarily in the Permian Basin in West
Texas and (ii) through our subsidiary, Rattler, the midstream operations
segment, which is focused on ownership, operation, development and acquisition
of the midstream infrastructure assets in the Midland and Delaware Basins of the
Permian Basin.

We operate under a strategic approach that focuses predominantly on enhancing
return through our low-cost development strategy of resource conversion, capital
allocation and continued improvements in operational and cost efficiencies. We
are also committed to delivering results in a socially and environmentally
responsible manner.

2021 Financial and Operating Highlights

•We recorded net income of $2.2 billion for the year ended December 31, 2021.

•Our average production was 137,002 MBOE/d during the year ended December 31, 2021.

•During the year ended December 31, 2021, we drilled 175 gross horizontal wells in the Midland Basin and 41 gross horizontal wells in the Delaware Basin.



•We turned 275 gross operated horizontal wells (including 207 in the Midland
Basin and 64 in the Delaware Basin) to production and had capital expenditures,
excluding acquisitions, of $1.5 billion during the year ended December 31, 2021.

•The average lateral length for the wells completed during the year ended December 31, 2021 was 10,602 feet.



•As of December 31, 2021, we had approximately 445,848 net acres, which
primarily consisted of approximately 265,562 net acres in the Midland Basin and
approximately 148,588 net acres in the Delaware Basin. As of December 31, 2021,
we had an estimated 9,314 gross horizontal locations that we believe to be
economic at $50.00 per Bbl WTI. In addition, our publicly traded subsidiary
Viper owns mineral interests underlying approximately 930,871 gross acres and
27,027 net royalty acres in the Permian Basin and Eagle Ford Shale.
Approximately 54% of these net royalty acres are operated by us.

•Our cash operating costs for the year ended December 31, 2021 were $9.46 per
BOE, including lease operating expenses of $4.12 per BOE, cash general and
administrative expenses of $0.69 per BOE and production and ad valorem taxes and
gathering and transportation expenses of 4.65 per BOE.

2021 Transactions and Recent Developments

2021 Acquisition Activity and Recent Transactions

On February 26, 2021, we completed the Guidon Acquisition, which included approximately 32,500 net acres in the Northern Midland Basin, in exchange for 10.68 million shares of the Company's common stock and $375 million of cash.



On March 17, 2021, we completed the QEP Merger. The addition of QEP's assets
increased our net acreage in the Midland Basin by approximately 49,000 net
acres. Under the terms of the merger agreement, we issued approximately 12.12
million shares of our common stock to the former QEP stockholders, with a total
value of approximately $987 million on the closing date.
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On October 1, 2021, Viper completed the acquisition of certain mineral and
royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II
LLC (the "Swallowtail entities") which included certain mineral and royalty
interests for 15.25 million of Viper's common units and approximately
$225 million in cash (the "Swallowtail Acquisition"). The cash portion of the
purchase price was funded through a combination of cash on hand and
approximately $190 million of borrowings under Viper LLC's revolving credit
facility.

On October 5, 2021, Rattler and a private affiliate of an investment fund formed
a joint venture entity, Remuda Midstream Holdings LLC (the "WTG joint venture").
Rattler contributed approximately $104 million in cash for a 25% membership
interest in the WTG joint venture, which then completed the acquisition of a
majority interest in WTG Midstream LLC ("WTG Midstream").

2021 Divestiture Activity



On June 3, 2021 and June 7, 2021, respectively, we closed transactions to divest
certain non-core Permian assets, including over 7,000 net acres of non-core
Southern Midland Basin acreage in Upton county, Texas and approximately 1,300
net acres of non-core, non-operated Delaware Basin assets in Lea county, New
Mexico, for combined net cash proceeds of $82 million, after customary closing
adjustments. We used our net proceeds from these transactions toward debt
reduction.

On October 21, 2021, we completed the divestiture of our Williston Basin oil and
natural gas assets, consisting of approximately 95,000 net acres acquired in the
QEP Merger, for net cash proceeds of approximately $586 million after customary
closing adjustments. We used our net proceeds from this transaction toward debt
reduction.

On November 1, 2021, we completed the sale of certain gas gathering assets to
Brazos Delaware Gas, LLC, which we refer to as Brazos, for net cash proceeds of
approximately $54 million, after customary closing adjustments.

On December 1, 2021, we completed the sale of certain water midstream assets
with a carrying value of approximately $160 million to Rattler in exchange for
cash proceeds of approximately $160 million.

On November 1, 2021, Rattler completed the sale of its gas gathering assets to
Brazos for net cash proceeds of approximately $83 million at closing, after
customary closing adjustments, and an aggregate of $10 million in contingent
payments.

See Note 4- Acquisitions and Divestiture s for additional discussion of these transactions.



Debt Transactions

Issuances of Notes

On March 24, 2021, Diamondback Energy, Inc. issued $650 million aggregate
principal amount of 0.900% Senior Notes due March 24, 2023 (the "2023 Notes"),
$900 million aggregate principal amount of 3.125% Senior Notes due March 24,
2031 (the "2031 Notes") and $650 million aggregate principal amount of 4.400%
Senior Notes due March 24, 2051 (the "2051 Notes") and received proceeds, net of
$24 million in debt issuance costs and discounts, of $2.18 billion. The net
proceeds were primarily used to fund the redemption of other senior notes
outstanding as discussed further below.

Redemption of Notes



The net proceeds from the March 2021 Notes discussed above were primarily used
to fund the repurchase of $1.65 billion in fair value carrying amount of the QEP
Notes that remained outstanding at the effective time of the QEP Merger for
total cash consideration of $1.7 billion, and $368 million principal amount of
2025 Senior Notes, for total cash consideration of $381 million. Giving effect
to the repurchase of the 2023 Notes discussed below, these refinancing
transactions are expected to result in an estimated annual interest cost savings
of approximately $40 million in addition to an estimated $60 to $80 million of
previously announced expected annual cost synergies from the QEP Merger.

In June 2021, we redeemed the remaining $191 million principal amount of outstanding legacy 4.625% senior notes due September 1, 2021 of Energen Corporation ("Energen").



In August 2021 we redeemed the remaining $432 million principal amount of our
outstanding 5.375% 2025 Senior Notes at a redemption price equal to 102.688% of
the principal amount plus accrued interest. We funded the redemption with cash
on hand and borrowings under our revolving credit facility.

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On November 1, 2021, we redeemed the aggregate $650 million principal amount of
our outstanding 2023 Notes with the proceeds received from the divestiture of
our Williston Basin assets and cash on hand.

For additional discussion of our 2021 debt transactions and the amendment to the second amended and restated credit facility, see Note 11- Deb t .

Fourth Quarter 2021 Dividend Declaration and Increase



On February 18, 2022, our board of directors declared a cash dividend for the
fourth quarter of 2021 of $0.60 per share of common stock, payable on March 11,
2022 to our stockholders of record at the close of business on March 4, 2022,
representing a 20% increase per share from the previously paid quarterly
dividend.

Stock and Unit Repurchase Programs

During the year ended December 31, 2021, we repurchased approximately $431 million of Diamondback common stock, and as of December 31, 2021, $1.6 billion remained available for future purchases under our common stock repurchase program.



During the year ended December 31, 2021, Viper repurchased approximately $46
million of common units under its repurchase program. As of December 31,
2021, $80 million remained available for use to repurchase common units under
Viper's common unit repurchase program.

During the year ended December 31, 2021, Rattler repurchased approximately $48
million of common units under its repurchase program. As of December 31,
2021, $88 million remained available for use to repurchase common units under
Rattler's common unit repurchase program.

See " - Li qui dity and Capital Resources " below for additional discussion.

COVID-19 and Effects on Commodity Prices



In early March 2020, oil prices dropped sharply and continued to decline,
briefly reaching negative levels, as a result of multiple factors affecting the
supply and demand in global oil and natural gas markets, including (i) actions
taken by OPEC members and other exporting nations impacting commodity price and
production levels and (ii) a significant decrease in demand due to the COVID-19
pandemic. Demand for oil and natural gas increased during 2021, as many
restrictions on conducting business implemented in response to the COVID-19
pandemic were lifted due to improved treatments and availability of vaccinations
in the U.S. and globally. As a result, oil and natural gas market prices have
improved during 2021 in response to the increase in demand. During 2021 and
2020, the posted price for West Texas intermediate light sweet crude oil, or
NYMEX WTI, has ranged from $(37.63) to $84.65 Bbl, and the NYMEX Henry Hub price
of natural gas has ranged from $1.48 to $6.31 per MMBtu. On January 18, 2022,
the closing NYMEX WTI price for crude oil was $85.43 per Bbl and the closing
NYMEX Henry Hub price of natural gas was $4.28 per MMBtu. The emergence of the
Delta COVID-19 variant in the latter part of 2021 and the subsequent surge of
the highly transmissible Omicron variant, however, contributed to economic and
pricing volatility as industry and market participants evaluated industry
conditions and production outlook. Further, on January 4, 2021, OPEC and its
non-OPEC allies, known collectively as OPEC+, agreed to continue their program
(commenced in August of 2021) of gradual monthly output increases in February
2022, raising its output target by 400,000 Bbls per day, which is expected to
further boost oil supply in response to rising demand. In its report issued on
February 10, 2022, OPEC noted its expectation that world oil demand will rise by
4.15 million Bbls per day in 2022, as the global economy continues to post a
strong recovery from the COVID-19 pandemic. Although this demand outlook is
expected to underpin oil prices, already seen at a seven-year high in February
2022, we cannot predict any future volatility in commodity prices or demand for
crude oil.

Despite the recovery in commodity prices and rising demand, we kept our production relatively flat during 2021, using excess cash flow for debt repayment and/or return to our stockholders rather than expanding our drilling program.




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Outlook

During 2021, we continued building on our execution track record, generating
free cash flow while keeping capital costs under control, and our efficiency
gains, particularly in the Midland Basin drilling and completion programs, were
able to mitigate certain inflationary pressures on well costs and led to a total
capital expenditure amount of $1.5 billion down 11% from our guidance presented
in April of 2021. We expect to continue to build on these operational
efficiencies by controlling the variable portion of our operating and capital
costs, which we believe will help mitigate the inflationary pressures seen
across our business. We remain committed to capital discipline by maintaining
flat oil production in 2022 and expect to maintain our best-in-class capital
efficiency and cost structure. We expect to be in a position to continue to
deliver on the recently announced enhanced capital return program, where we
expect to distribute at least 50% of our quarterly free cash flow to our
stockholders. Our capital return program is currently focused on our sustainable
and growing dividend and a combination of stock repurchases and variable
dividends. We expect to remain flexible on returning capital to our
stockholders, depending on which method our board of directors believes presents
the best return of capital to our stockholders at the relevant time.

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



In the Delaware Basin, we have now drilled and completed a significant number of
wells in Pecos, Reeves and Ward counties targeting the Wolfcamp A, which we
believe has been de-risked across a significant portion of our total acreage
position and remains our primary development target. In 2022, we expect to focus
development on these areas.

As of December 31, 2021, we were operating 10 drilling rigs and four completion
crews and currently intend to operate between 10 and 12 drilling rigs and
between three and four completion crews in 2022 on average across our current
acreage position in the Midland and Delaware Basins.

Environmental Responsibility Initiatives and Highlights



In February 2021, we announced significant enhancements to our commitment to
environmental, social responsibility and governance, or ESG, performance and
disclosure, including Scope 1 and methane emission intensity reduction targets.
Our goals include the reduction of our Scope 1 greenhouse gas intensity by at
least 50% and methane intensity by at least 70%, in each case by 2024 from the
2019 levels. To further underscore our commitment to carbon neutrality, we have
also implemented our "Net Zero Now" initiative under which, effective January 1,
2021, we strive to produce every hydrocarbon molecule with zero Scope 1
emissions. To the extent our greenhouse gas and methane intensity targets do not
eliminate our carbon footprint, we have purchased carbon credits to offset the
remaining emissions. We have also increased the weighting of ESG metrics in our
annual short-term incentive compensation plan to motivate our executives to
advance our environmental responsibility goals.

In September 2021, we announced our long-term goal to end routine flaring by
2025 and a long-term target to source over 65% of our water used for drilling
and completion operations from recycled sources by 2025. With respect to
flaring, we flared 1.55% of our gross natural gas production in the fourth
quarter of 2021. For the full year ended 2021, we flared 1.45% of our gross
natural gas production, down 26% from 2020.

2022 Capital Budget

We have currently budgeted 2022 total capital spend of $1.75 billion to $1.90 billion. Should commodity prices weaken, we intend to act responsibly and, consistent with our prior practices, reduce capital spending. If commodity prices strengthen, we intend to maintain flat oil production, pay down indebtedness and return cash to our stockholders.

Results of Operations



  The following discussion focuses primarily on a comparison of the results of
operations between the years ended December 31, 2021 and 2020. The midstream
operations segment's revenues and operating expenses were not significant to our
consolidated statements of operations for the years ended December 31, 2021,
2020 and 2019. .For a discussion of the results of operations for the year ended
December 31, 2020 as compared to the year ended December 31, 2019, 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, 2020 (filed with the SEC on February 25, 2021), which is
incorporated in this report by reference from such prior report on Form 10-K.
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The following table sets forth selected historical operating data for the
periods indicated:
                                                                    Year Ended December 31,
                                                                  2021                  2020
Revenues (in millions):
Oil sales                                                    $      5,396          $      2,410
Natural gas sales                                                     569                   107
Natural gas liquid sales                                              782                   239

Total oil, natural gas and natural gas liquid revenues $ 6,747

       $      2,756

Production Data:
Oil (MBbls)                                                        81,522                66,182
Natural gas (MMcf)                                                169,406               130,549
Natural gas liquids (MBbls)                                        27,246                21,981
Combined volumes (MBOE)(1)                                        137,002               109,921

Daily oil volumes (BO/d)                                          223,348               180,825
Daily combined volumes (BOE/d)(1)                                 375,348               300,331

Average Prices:
Oil ($ per Bbl)                                              $      66.19          $      36.41
Natural gas ($ per Mcf)                                      $       3.36          $       0.82
Natural gas liquids ($ per Bbl)                              $      28.70          $      10.87
Combined ($ per BOE)                                         $      49.25          $      25.07

Oil, hedged ($ per Bbl)(2)                                   $      52.56          $      40.34
Natural gas, hedged ($ per Mcf)(2)                           $       2.39          $       0.67
Natural gas liquids, hedged ($ per Bbl)(2)                   $      28.33          $      10.83
Average price, hedged ($ per BOE)(2)                         $      39.87

$ 27.26




(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 tables provides
information on the mix of our production for the years ended December 31, 2021
and 2020:

                                    Year Ended December 31,
                                        2021               2020
Oil (MBbls)                                      60  %      60  %
Natural gas (MMcf)                               20  %      20  %
Natural gas liquids (MBbls)                      20  %      20  %
                                                100  %     100  %


Comparison of the Years Ended December 31, 2021 and 2020



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.
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Our oil, natural gas and natural gas liquids revenues increased by approximately
$4.0 billion, or 145%, to $6.7 billion for the year ended December 31, 2021 from
$2.8 billion for the year ended December 31, 2020. Higher average oil prices,
and to a lesser extent natural gas and natural gas liquids prices, contributed
$3.3 billion of the total increase. The remainder of the overall change is due
to a 25% increase in combined volumes sold.

Higher commodity prices during 2021 compared to 2020 primarily reflect a
recovery from historically low prices experienced in 2020 due to the COVID-19
pandemic as discussed in "-  2021 Transactions and Recent Developments  " above.
The increase in production for 2021 compared to 2020 resulted primarily from the
Guidon Acquisition and QEP Merger during the first quarter of 2021 and an
overall recovery in our drilling and production activities after curtailments in
the second quarter of 2020 in response to the COVID-19 pandemic. We expect to
hold our oil production levels flat during 2022.

Lease Operating Expenses. The following table shows lease operating expenses for the years ended December 31, 2021 and 2020:



                                                     Year Ended December 

31,


                                                  2021                     

2020

(In millions, except per BOE amounts) Amount Per BOE Amount


    Per BOE
Lease operating expenses                  $  565      $  4.12      $  425      $  3.87



Lease operating expenses for the year ended December 31, 2021 as compared to the
year ended December 31, 2020 increased by $140 million, or $0.25 per BOE,
primarily due to an increase in production between periods driven by the Guidon
Acquisition and the QEP Merger in the first quarter of 2021. The increase on a
per BOE basis is primarily related to the Williston Basin assets acquired in the
QEP Merger which had higher lease operating costs per BOE on average than our
historical properties. We completed the divestiture of the Williston Basin
properties in October 2021.

Including the impact of our acquisition and divestiture activity in 2021 and
future production plans, our total lease operating expenses in 2022 are expected
to range from approximately $539 million to $618 million.

Production and Ad Valorem Tax Expense. The following table shows production and ad valorem tax expense for the years ended December 31, 2021 and 2020:

Year Ended December 31,


                                                                 2021                            2020
(In millions, except per BOE amounts)                   Amount         Per BOE          Amount         Per BOE
Production taxes                                       $ 349          $  2.55          $ 135          $  1.23
Ad valorem taxes                                          76             0.55             60             0.54
Total production and ad valorem expense                $ 425          $  

3.10 $ 195 $ 1.77



Production taxes as a % of oil, natural gas, and
natural gas liquids revenue                              5.2  %                          4.9  %



In general, production taxes are directly related to production revenues.
Production taxes for the year ended December 31, 2021 increased by $214 million,
or $1.32 per BOE. The increase in production taxes is attributable to an
increase in commodity prices, as well as an increase in overall production due
to assets acquired in 2021. The current year increase on a per BOE basis is
primarily driven by an increase in current year commodity prices. Production
taxes as a percentage of production revenues increased for the year ended
December 31, 2021 compared to the year ended December 31, 2020 due primarily to
the acquired Williston Basin properties which have a higher production tax rate
than our other properties. We completed the divestiture of the Williston Basin
properties in October 2021.

Ad valorem taxes are based, among other factors, on property values driven by
prior year commodity prices. Ad valorem taxes for the year ended December 31,
2021 as compared to the year ended December 31, 2020 increased by $16 million
primarily due to additional properties acquired in the Guidon Acquisition and
the QEP Merger.

We expect production taxes to be approximately between 7% and 8% of oil, natural gas and natural gas liquids revenue during 2022.


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Gathering and Transportation Expense. The following table shows gathering and
transportation expense for the year ended December 31, 2021 and 2020:

                                                     Year Ended December 

31,


                                                  2021                     

2020

(In millions, except per BOE amounts) Amount Per BOE Amount

Per BOE

Gathering and transportation expense $ 212 $ 1.55 $ 140

$ 1.27





For the year ended December 31, 2021, the increase for gathering and
transportation expenses are primarily attributable to the increase in production
between periods. The current year increase on a per BOE basis is primarily
driven by production added from the assets acquired in the QEP Merger which, in
general, had higher average gathering and transportation costs per BOE than our
historical properties, particularly those QEP assets located in the Williston
Basin, which we divested in the fourth quarter of 2021. After giving effect to
the 2021 acquisition and divestiture activities, we expect gathering and
transportation expenses to range from approximately $212 to $243 million in
2022.

Midstream Services Expense. The following table shows midstream services expense for the years ended December 31, 2021 and 2020:



                                     Year Ended December 31,
                                         2021                 2020
                                          (In millions)
Midstream services expense    $        89                    $ 105



Midstream services expense represents costs incurred to operate and maintain our
oil and natural gas gathering and transportation systems, natural gas lift,
compression infrastructure and water transportation facilities. In the fourth
quarter of 2021, we and Rattler divested our natural gas gathering and
transportation assets. Midstream services expense for the year ended
December 31, 2021 as compared to the year ended December 31, 2020 decreased by
$16 million primarily due to decreased maintenance costs, partially offset by
increased fees for use of third party disposal systems.

Depreciation, Depletion, Amortization and Accretion. The following table provides the components of our depreciation, depletion and amortization expense for the years ended December 31, 2021 and 2020:



                                                                         Year Ended December 31,
(In millions, except BOE amounts)                                        2021                 2020
Depletion of proved oil and natural gas properties                  $      1,202          $   1,242
Depreciation of midstream assets                                              48                 44
Depreciation of other property and equipment                                  16                 18
Asset retirement obligation accretion                                          9                  7

Depreciation, depletion, amortization and accretion expense $ 1,275 $ 1,311 Oil and natural gas properties depletion per BOE

                    $       

8.77 $ 11.30





The decrease in depletion of proved oil and natural gas properties of $40
million for the year ended December 31, 2021 as compared to the year ended
December 31, 2020 resulted primarily from a reduction in the average depletion
rate partially offset by increased production in 2021. The decline in rate
resulted primarily from higher SEC oil prices utilized in the reserve
calculations during 2021, lengthening the economic life of the reserve base and
resulting in higher projected remaining reserve volumes on our wells.

Impairment of Oil and Natural Gas Properties. No impairment expense was recorded
for the year ended December 31, 2021. In connection with the QEP Merger and the
Guidon Acquisition, we recorded the oil and natural gas properties acquired at
fair value. Pursuant to SEC guidance, we determined the fair value of the
properties acquired in the QEP Merger and the Guidon Acquisition clearly
exceeded the related full cost ceiling limitation beyond a reasonable doubt. As
such, we requested and received a waiver from the SEC to exclude the acquired
properties from the first quarter 2021 ceiling test calculation. As a result, no
impairment expense related to the QEP Merger and the Guidon Acquisition was
recorded for the three months ended March 31, 2021. Had we not received the
waiver from the SEC, an impairment charge of approximately $1.1 billion would
have been recorded in the first quarter of 2021. The properties acquired in the
QEP Merger and the Guidon Acquisition had total unamortized costs at March 31,
2021 of $3.0 billion and $1.1 billion, respectively.

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As a result of the sharp decline in commodity prices during 2020, we recorded
non-cash ceiling test impairments for the year ended December 31, 2020 of $6.0
billion which is included in accumulated depletion, depreciation, amortization
and impairment on our consolidated balance sheet. Impairment charges affect our
results of operations but do not reduce our cash flow. In addition to commodity
prices, our production rates, levels of proved reserves, future development
costs, transfers of unevaluated properties and other factors will determine our
actual ceiling test calculation and impairment analysis in future periods. If
the trailing 12-month commodity prices fall as compared to the commodity prices
used in prior quarters, we may have material write-downs in subsequent quarters.
See Note 8-  P    roperty and Equipment   for further details regarding factors
that impact the impairment of oil and natural gas properties.

General and Administrative Expenses. The following table shows general and administrative expenses for the years ended December 31, 2021 and 2020:


                                                        Year Ended December 

31,


                                                     2021                   

2020


(In millions, except per BOE amounts)        Amount       Per BOE      Amount       Per BOE
General and administrative expenses         $    95      $  0.69      $    51      $  0.46
Non-cash stock-based compensation                51         0.37           

37 0.34 Total general and administrative expenses $ 146 $ 1.06 $ 88 $ 0.80





General and administrative expenses for the year ended December 31, 2021 as
compared to the year ended December 31, 2020 increased by $58 million primarily
due to additional payroll and other employee driven costs of $32 million related
to the QEP Merger and the Guidon Acquisition as well as $10 million of
additional expense related to the implementation of a new enterprise resource
planning system. Additionally, equity compensation for the year ended
December 31, 2021 increased by $14 million compared to the same period in 2020.

We expect cash general and administrative expenses to range from approximately
$87 million to $110 million in 2022, and non-cash stock-based compensation to
range from approximately $54 million to $69 million in 2022.

Merger and Integration Expense. The following table shows merger and integration expense for the years ended December 31, 2021 and 2020:



                                                          Year Ended 

December 31,


                                                      2021                  

2020

(In millions, except per BOE amounts) Amount Per BOE Amount Per BOE Merger and integration expense

$    78             $  0.57

$ - $ -





Total merger and integration expense for the year ended December 31, 2021
includes $69 million in costs incurred for the QEP Merger and $9 million in
costs incurred for the Guidon Acquisition. The QEP Merger related expenses
primarily consist of $39 million in severance costs and $30 million in banking,
legal and advisory fees, and the Guidon Acquisition related expenses consist
primarily of advisory and legal fees. See Note 4-  Acquisitions and
Divestitures   for further details regarding the QEP Merger and the Guidon
Acquisition.

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Net Interest Expense. The following table shows net interest expense for the
years ended December 31, 2021 and 2020:

                                                                         Year Ended December 31,
                                                                         2021                 2020
                                                                              (In millions)
Revolving credit agreements                                        $          11          $      20
Senior notes                                                                 252                214
Amortization of debt issuance costs and discounts                             18                 12
Other                                                                          7                 10
Capitalized interest                                                         (88)               (55)
Total                                                                        200                201
Less: interest income                                                          1                  4
Interest expense, net                                              $         199          $     197



Net interest expense increased by $2 million for the year ended December 31,
2021 as compared to the year ended December 31, 2020. This increase primarily
consisted of (i) $47 million in interest costs on the newly issued March 2021
Notes (ii) $25 million due to incurring a full year of interest expense in 2021
related to our May 2020 Notes and Rattler's 5.625% Senior Notes due 2025, and
(iii) to a lesser extent, interest expense incurred on the QEP Notes that
remained outstanding following the QEP Merger completed in March 2021. These
increases were partially offset by (i) $33 million in additional capitalized
interest costs, (ii) interest cost savings of $23 million on the repurchases of
our 2025 Senior Notes in March 2021 and August 2021, (iii) $8 million on the
repurchase of our 4.625% senior notes of Energen (iv) a $9 million reduction in
borrowings under our revolving credit agreements during 2021, and (v) to a
lesser extent, interest savings on the repurchase of our 2023 Notes in November
2021. We expect interest expense, net of interest income to range from
approximately $148 million to $178 million in 2022. See Note 11-  Debt   for
further details regarding outstanding borrowings and interest expense.

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, 2021 and 2020:



                                                          Year Ended December 31,
                                                              2021                 2020
                                                               (In millions)

Gain (loss) on derivative instruments, net $ (848)

$ (81)
Net cash received (paid) on settlements(1)(2)(3)   $        (1,225)

$ 250




(1)The year ended December 31, 2021 includes cash paid on commodity contracts
terminated prior to their contractual maturity of $16 million.
(2)The year ended December 31, 2020 includes cash received on commodity
contracts terminated prior to their contractual maturity of $17 million.
(3)The year ended December 31, 2021 includes cash received on interest rate swap
contracts terminated prior to their contractual maturity of $80 million.

We are required to recognize all derivative instruments on the balance sheet as
either assets or liabilities measured at fair value. We have not designated our
commodity derivative instruments as hedges for accounting purposes. As a result,
we mark our derivative instruments to fair value and recognize the cash and
non-cash changes in fair value on derivative instruments in our consolidated
statements of operations under the line item captioned "Gain (loss) on
derivative instruments, net." As part of the QEP Merger, we received by novation
from QEP certain derivative instruments which are included on our balance sheet
as of December 31, 2021.

We have designated certain of our interest rate swaps as fair value hedges for
accounting purposes. As a result, gains and losses due to changes in the fair
value of the interest rate swaps completely offset changes in the fair value of
the hedged portion of the underlying debt and no gain or loss is recognized due
to hedge effectiveness. Changes in fair value are recorded as an adjustment to
the carrying value of the 2029 Notes in the consolidated balance sheet.
Beginning on December 1, 2021, we began recording semi-annual cash settlements
of these interest rate swaps in interest expense in the consolidated statements
of operations.

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At December 31, 2021, we have a short-term derivative asset of $13 million, a
long-term derivative asset of $4 million, a short-term derivative liability due
in 2022 of $174 million and a long-term derivative liability due in 2023 of
$29 million.

Provision for (Benefit from) Income Taxes. The following table shows the
provision for (benefit from) income taxes for the years ended December 31, 2021
and 2020:

                                                   Year Ended December 31,
                                                      2021                2020
                                                        (In millions)
Provision for (benefit from) income taxes    $      631                $ 

(1,104)

The changes in our income tax provision for the year ended December 31, 2021 compared to the same period in 2020 were primarily due to the increase in pre-tax income for the year ended December 31, 2021.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash



Historically, our primary sources of liquidity include cash flows from
operations, proceeds from our public equity offerings, 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. At December 31,
2021, we had approximately $2.2 billion of liquidity consisting of $0.7 billion
in cash and cash equivalents and $1.6 billion available under our credit
facility. As discussed below, our capital budget for 2022 is $1.75 billion to
$1.90 billion. Further, we have $45 million of senior notes maturities in the
next 12 months.

Our working capital requirements are supported by our cash and cash equivalents
and our 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. Because of the
alternatives available to us as discussed above, 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 funding requirements including our capital
spending programs, dividend payments, debt service obligations and repayment of
debt maturities, stock repurchase program and other amounts that may ultimately
be paid in connection with contingencies.

Future cash flows are subject to a number of variables, including the level of
oil and natural gas production and prices, and significant additional capital
expenditures will be required to more fully develop our properties. In order to
mitigate this volatility, we entered into derivative contracts with a number of
financial institutions, all of which are participants in our credit facility,
hedging a portion of our estimated future crude oil and natural gas production
through the end of 2023 as discussed further in Note 15-  Derivatives   and
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk-Commodity
Price Risk  . 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.

As we pursue our business and financial strategy, we regularly consider which
capital resources, including cash flow and 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. Continued prolonged volatility in the capital, financial and/or
credit markets due to the COVID-19 pandemic, the depressed commodity 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. Although the Company expects that its sources of funding will be adequate
to fund its short-term and long-term liquidity requirements, we cannot assure
you that the needed capital will be available on acceptable terms or at all.

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Cash Flow

Our cash flows for the years ended December 31, 2021 and 2020 are presented
below:

                                                            Year Ended December 31,
                                                               2021                2020
                                                                 (In millions)

Net cash provided by (used in) operating activities $ 3,944

      $ 2,118
Net cash provided by (used in) investing activities         (1,539)         

(2,101)

Net cash provided by (used in) financing activities (1,841)


         (37)
Net change in cash                                    $        564               $   (20)



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. Prices
for these commodities are determined primarily by prevailing market conditions.
Regional and worldwide economic activity, weather and other substantially
variable factors influence market conditions for these products. These factors
are beyond our control and are difficult to predict. See   Item 1A. "Risk
Factors"   above.

The increase in operating cash flows for the year ended December 31, 2021
compared to the same period in 2020 primarily resulted from (i) an increase of
$4.0 billion in our total revenues, and (ii) receipt of $152 million in refunds
of income taxes receivable related to the carryback of federal net operating
losses and the accelerated refund of minimum tax credits allowed under the CARES
Act in 2020. These net cash inflows were partially offset by (i) a reduction of
$1.5 billion due to making net cash payments of $1.2 billion on our derivative
contracts in the year ended December 31, 2021 compared to receiving net cash of
$250 million on our derivative contracts in the year ended December 31, 2020,
(ii) an increase in our cash operating expenses of approximately $550 million
primarily due to the QEP Merger and the Guidon Acquisition, and (iii) other
working capital changes, primarily due to recording increases in accounts
receivable, accounts payable and accrued capital expenditure activity stemming
from the QEP Merger and the Guidon Acquisition in 2021. See "  -    Results of
Operations  " for discussion of significant changes in our revenues and
expenses.

Investing Activities



Net cash used in investing activities was $1.5 billion compared to $2.1 billion
for the years ended December 31, 2021 and 2020, respectively. The majority of
our net cash used for investing activities during the year ended December 31,
2021 was for the purchase and development of oil and natural gas properties and
related assets, including the acquisition of certain leasehold interests as part
of the Guidon Acquisition. These expenditures were partially offset by proceeds
from the sale of our Williston Basin assets, leasehold acreage and other
gathering assets discussed in Note 4-  Acquisitions and Divestitures  .

The majority of our net cash used in investing activities during the year ended
December 31, 2020 was for drilling and completion costs in conjunction with our
development program. Our capital expenditures for each period are discussed
further below.

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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,
                                                                         2021                 2020
                                                                           

(In millions) Drilling, completions and non-operated additions to oil and natural gas properties(1)(2)

$      1,334          $    1,611
Infrastructure additions to oil and natural gas properties                   123                 108
Additions to midstream assets                                                 30                 140
Total                                                               $      1,487          $    1,859


(1) During the year ended December 31, 2021, in conjunction with our development
program, we drilled 216 gross (203 net) operated horizontal wells, of which 175
gross (165 net) wells were in the Midland Basin and 41 gross (38 net) wells were
in the Delaware Basin, and turned 275 gross (258 net) operated horizontal wells
to production, of which 207 gross (194 net) were in the Midland Basin and 64
gross (61 net) wells were in the Delaware Basin.
(2) During the year ended December 31, 2020, in conjunction with our development
program, we drilled 208 gross (195 net) operated horizontal wells, of which 133
gross (125 net) wells were in the Midland Basin and 75 gross (70 net) wells were
in the Delaware Basin, and turned 171 gross (159 net) operated horizontal wells
to production, of which 93 gross (85 net) were in the Midland Basin and 78 gross
(74 net) wells were in the Delaware Basin.

Financing Activities



Net cash used in financing activities for the year ended December 31, 2021 was
$1.8 billion compared to net cash used in financing activities for the year
ended December 31, 2020 of $37 million. During the year ended December 31, 2021,
the amount used in financing activities was primarily attributable to (i) $3.2
billion paid for the repurchase of outstanding principal on certain senior notes
as discussed in "-Repurchases of Notes" below, as well as $178 million of
additional premiums paid in connection with the repurchases, (ii) $525 million
of repurchases as part of the share and unit repurchase programs, (iii) $312
million of dividends paid to stockholders, and (iv) $112 million in
distributions to non-controlling interest. The cash outflows were partially
offset by (i) $2.2 billion in proceeds from the March 2021 Notes, (ii) $313
million of borrowings under our and our subsidiaries' credit facilities, net of
repayments and (iii) $22 million in net cash receipts from the early settlement
of interest rate swaps and commodity derivative contracts that contained an
other-than-insignificant financing element.

Net cash used in financing activities for the year ended December 31, 2020 was
primarily attributable to $348 million of repayments, net of borrowings, on our
credit facilities, $239 million in aggregate repayments on the Energen Notes and
Viper Notes, $236 million in dividends paid to stockholders, $98 million of
share repurchases as part of our stock repurchase program, and $93 million in
distributions to non-controlling interest. These cash outlays were partially
offset by net proceeds of $997 million from the issuance of the May 2020 Notes
and the Rattler Notes during 2020.

Capital Resources

Revolving Credit Facilities and Other Debt Instruments



As of December 31, 2021, our debt, including the debt of Viper and Rattler,
consists of approximately $6.2 billion in aggregate outstanding principal amount
of senior notes, $499 million in aggregate outstanding borrowings under
revolving credit facilities and $58 million in outstanding amounts due under our
DrillCo Agreement.

At December 31, 2021, we have total principal payments due on our outstanding
senior notes, including those of Viper and Rattler, of $45 million in 2022, $1.2
billion cumulatively in the years 2023 through 2024, $2.1 billion cumulatively
in the years 2025 and 2026, and $3.4 billion thereafter. Additionally, we expect
to incur future cash interest costs on these senior notes of approximately
$177 million in 2022, $371 million in the years from 2023 through 2024,
$277 million in the years from 2025 through 2026, and $961 million between 2027
and 2051.

On June 2, 2021, we entered into a twelfth amendment, or the Amendment, to the
Second Amended and Restated Credit Agreement which, among other things,
decreased the total revolving loan commitments from $2.0 billion to $1.6
billion, which may be increased in an amount up to $1.0 billion (for a total
maximum commitment amount of $2.6 billion) upon election of the Borrower,
subject to obtaining additional lender commitments and satisfaction of customary
conditions). As of December 31, 2021, we had no outstanding borrowings under our
revolving credit facility and $1.6 billion available for future borrowings under
the revolving credit facility.
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Viper's Revolving Credit Facility



Viper's credit agreement, as amended to date, provides for a revolving credit
facility in the maximum credit amount of $2.0 billion, with a borrowing base of
$580 million as of December 31, 2021, based on the Viper's oil and natural gas
reserves and other factors. At December 31, 2021, Viper had elected a commitment
amount of $500 million on its credit agreement with $304 million of outstanding
borrowings. During the year ended December 31, 2021, the weighted average
interest rate on borrowings under the Operating Company's revolving credit
facility was 2.35%. Viper's Revolving credit facility matures in 2025.

Rattler's Revolving Credit Facility



Rattler's credit agreement provides for a revolving credit facility in the
maximum credit amount of $600 million, which is expandable to $1.0 billion upon
its election, subject to obtaining additional lender commitments and
satisfaction of customary conditions. As of December 31, 2021, there was
$195 million of outstanding borrowings under Rattler's revolving credit
facility. The weighted average interest rate on borrowings under the credit
agreement was 1.41% for the year ended December 31, 2021. Rattler's revolving
credit facility matures in 2024.

During 2021, we issued an aggregate $2.2 billion of senior notes and redeemed $3.2 billion of senior notes outstanding.

For additional discussion of our outstanding debt as of December 31, 2021, see Note 11- Debt .



Subject to market conditions, we expect to continue to issue debt securities
from time to time in the future to refinance our maturing debt. The
availability, interest rate and other terms of any new borrowings will depend on
the ratings assigned by credit rating agencies, among other factors.

We are currently in compliance, and expect to continue to be, with all financial maintenance covenants in our debt instruments.

Debt Ratings



We receive debt ratings from the major ratings agencies in the U.S. 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. Our credit rating from Standard
and Poor's Global Ratings Services is BBB-. Our credit rating from Fitch
Investor Services is BBB. Our credit rating from Moody's Investor Services is
Baa3. Any rating downgrades may result in additional letters of credit or cash
collateral being posted under certain contractual arrangements.

Capital Requirements

In addition to future operating expenses and working capital commitments discussed in - Results of Operations , our primary short and long-term liquidity requirements consist primarily of (i) capital expenditures, (ii) payments of other contractual obligations and (iii) cash commitments for dividends and share repurchases as discussed below.



Based upon current oil and natural gas prices and production expectations for
2022, we believe that our cash flow from operations, cash on hand and borrowings
under our revolving credit facility will be sufficient to fund our operations
through the 12-month period following the filing of this report and thereafter.
However, future cash flows are subject to a number of variables, including the
level of oil and natural gas production and prices, and significant additional
capital expenditures will be required to more fully develop our properties. We
cannot assure you that the needed capital will be available on acceptable terms
or at all. Further, our 2022 capital expenditure budget does not allocate any
funds for leasehold interest and property acquisitions.


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2022 Capital Spending Plan

  Our board of directors approved a 2022 capital budget for drilling, midstream
and infrastructure of $1.75 billion to $1.90 billion maintaining our annualized
fourth quarter 2021 cash capital expenditure guidance presented in November of
2021. We estimate that, of these expenditures, approximately:

•$1.56 billion to $1.67 billion will be spent primarily on drilling 270 to 290
gross (248 to 267 net) horizontal wells and completing 260 to 280 gross (240 to
258 net) horizontal wells across our operated and non-operated leasehold acreage
in the Northern Midland and Southern Delaware Basins, with an average lateral
length of approximately 10,200 feet;
•$80 million to $100 million will be spent on midstream infrastructure,
excluding joint venture investments; and
•$110 million to $130 million will be spent on infrastructure and environmental
expenditures, excluding the cost of any leasehold and mineral interest
acquisitions.

We do not have a specific acquisition budget since the timing and size of acquisitions cannot be accurately forecasted.



The amount and timing of our capital expenditures are largely discretionary and
within our control. We could choose to defer a portion of these planned capital
expenditures depending on a variety of factors, including but not limited to the
success of our drilling activities, prevailing and anticipated prices for oil
and natural gas, the availability of necessary equipment, infrastructure and
capital, the receipt and timing of required regulatory permits and approvals,
seasonal conditions, drilling and acquisition costs and the level of
participation by other interest owners. We were operating 10 drilling rigs and
four completion crews at December 31, 2021 and currently intend to operate
between 10 and 12 rigs and between three and four completion crews on average in
2022, as we continue to execute on our strategy to hold oil production flat
while using cash flow from operations to reduce debt, strengthen our balance
sheet and return capital to our stockholders. We will continue monitoring
commodity prices and overall market conditions and can adjust our rig cadence
and our capital expenditure budget up or down in response to changes in
commodity prices and overall market conditions.

Other Contractual Obligations and Commitments



At December 31, 2021, our other significant contractual obligations consist
primarily of (i) minimum transportation commitments totaling $878 million, (ii)
asset retirement obligations totaling $171 million, and (iii) minimum purchase
commitment for quantities of sand used in our drilling operations totaling $77
million. We expect to make aggregate payments of approximately $105 million for
these commitments during 2022. See Note 9-  Asset Retirement Obligations   and
Note 18-  Commitments and Contingencies   for further discussion of these and
other contractual obligations and commitments.

Dividends and Share Repurchases



We paid common stock dividends of $312 million and $236 million during 2021 and
2020, respectively. On February 18, 2022, our board of directors declared a cash
dividend for the fourth quarter of 2021 of $0.60 per share of common stock,
payable on March 11, 2022 to our stockholders of record at the close of business
on March 4, 2022. The decision to pay any future dividends is solely within the
discretion of, and subject to approval by, our board of directors.

In September 2021, our board of directors approved a stock repurchase program to
acquire up to $2 billion of our outstanding common stock. The stock repurchase
program has no time limit and may be suspended, modified, or discontinued by the
board of directors at any time. We repurchased approximately $431 million of our
common stock under this program during the year ended December 31, 2021, and
have $1.6 billion remaining for future repurchases under the repurchase program
at December 31, 2021 See Note 12-  Stockholders' Equity and Earnings Per Share
for further discussion of the repurchase program.

Guarantor Financial Information



In connection with the merger of certain of the Company's wholly owned
subsidiaries in an internal subsidiary restructuring on June 30, 2021,
Diamondback E&P became the successor borrower to Diamondback O&G LLC ("O&G")
under the credit agreement, the successor issuer of Energen's 7.125% Medium-term
Notes, Series B, due February 15, 2028 and Energen's 7.32% Medium-term Notes,
Series A, due July 28, 2022, and the sole guarantor under the indentures
governing the December 2019 Notes, the May 2020 Notes, the 2025 Senior Notes and
the March 2021 Notes.

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Guarantees are "full and unconditional," as that term is used in Regulation S-X,
Rule 3-10(b)(3), except that such guarantees will be released or terminated in
certain circumstances set forth in the IG Indenture and the 2025 Indenture, such
as, with certain exceptions, (i) in the event Diamondback E&P (or all or
substantially all of its assets) is sold or disposed of, (ii) in the event
Diamondback E&P ceases to be a guarantor of or otherwise be an obligor under
certain other indebtedness, and (iii) in connection with any covenant
defeasance, legal defeasance or satisfaction and discharge of the relevant
indenture. The 2025 Indenture was terminated in connection with the early
redemption of the remaining $432 million principal amount of our 2025 Senior
Notes in the third quarter of 2021.

Diamondback E&P's guarantees of the December 2019 Notes, the May 2020 Notes and
the March 2021 Notes are senior unsecured obligations and rank senior in right
of payment to any of its future subordinated indebtedness, equal in right of
payment with all of its existing and future senior indebtedness, including its
obligations under its revolving credit facility, and effectively subordinated to
any of its existing and future secured indebtedness, to the extent of the value
of the collateral securing such indebtedness.

The rights of holders of the Senior Notes against Diamondback E&P may be limited
under the U.S. Bankruptcy Code or state fraudulent transfer or conveyance law.
Each guarantee contains a provision intended to limit Diamondback E&P's
liability to the maximum amount that it could incur without causing the
incurrence of obligations under its guarantee to be a fraudulent conveyance.
However, there can be no assurance as to what standard a court will apply in
making a determination of the maximum liability of Diamondback E&P. Moreover,
this provision may not be effective to protect the guarantee from being voided
under fraudulent conveyance laws. There is a possibility that the entire
guarantee may be set aside, in which case the entire liability may be
extinguished.

The following tables present summarized financial information for Diamondback
Energy, Inc., as the parent, and Diamondback E&P, as the guarantor subsidiary,
on a combined basis after elimination of (i) intercompany transactions and
balances between the parent and the guarantor subsidiary and (ii) equity in
earnings from and investments in any subsidiary that is a non-guarantor. The
information is presented in accordance with the requirements of Rule 13-01 under
the SEC's Regulation S-X. The financial information may not necessarily be
indicative of results of operations or financial position had the guarantor
subsidiary operated as an independent entity.

                                                             December 31, 2021
Summarized Balance Sheets:                                     (In millions)
Assets:
Current assets                                              $            1,148

Property and equipment, net                                 $           14,778
Other noncurrent assets                                     $               55
Liabilities:
Current liabilities                                         $            1,221
Intercompany accounts payable, non-guarantor subsidiary     $            1,440
Long-term debt                                              $            5,093
Other noncurrent liabilities                                $            1,549



                                        Year Ended December 31, 2021
Summarized Statement of Operations:            (In millions)
Revenues                               $                      5,049
Income (loss) from operations          $                      2,898
Net income (loss)                      $                      1,348



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Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States.

Certain amounts included in or affecting our consolidated financial statements
and related disclosures must be estimated by our management, requiring certain
assumptions to be made with respect to values or conditions that cannot be known
with certainty at the time the consolidated financial statements are prepared.
These estimates and assumptions affect the amounts we report for assets and
liabilities and our disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. We evaluate our estimates and
assumptions on a regular basis. Critical accounting estimates are those
estimates made in accordance with generally accepted accounting principles that
involve a significant level of estimation uncertainty and have had or are
reasonably likely to have a material impact on the financial condition or
results of operations of the registrant. Any effects on our business, financial
position or results of operations resulting from revisions to these estimates
are recorded in the period in which the facts that give rise to the revision
become known.

We consider the following to be our most critical accounting estimates and have
reviewed these critical accounting estimates with the Audit Committee of our
Board of Directors.

Oil and Natural Gas Accounting and Reserves



We account for our oil and natural gas producing activities using the full cost
method of accounting, which is dependent on the estimation of proved reserves to
determine the rate at which we record depletion on our oil and natural gas
properties and whether the value of our evaluated oil and natural gas properties
is permanently impaired based on the quarterly full cost ceiling impairment
test. Further, we utilize estimated proved reserves to assign fair value to
acquired proved oil and natural gas properties including mineral and royalty
interests. As such, we consider the estimation of proved reserves to be a
critical accounting estimate.

Oil and natural gas reserve engineering is a subjective process of estimating
underground accumulations of oil and natural gas that cannot be precisely
measured and the accuracy of any reserve estimate is a function of the quality
of available data and of engineering and geological interpretation and judgment.
Our independent engineers and technical staff prepare our estimates of oil and
natural gas reserves and their associated future net cash flows. The process of
estimating oil and natural gas reserves is complex, requiring significant
decisions in the evaluation of available geological, geophysical, engineering
and economic data. Significant inputs included in the calculation of future net
cash flows include our estimate of operating and development costs, anticipated
production of proved reserves and other relevant data. The data for a given
property may also change substantially over time as a result of numerous
factors, including additional development activity, evolving production history
and a continual reassessment of the viability of production under changing
economic conditions. As a result, material revisions to existing reserve
estimates occur from time to time, and reserve estimates are often different
from the quantities of oil and natural gas that are ultimately recovered.
Although every reasonable effort is made to ensure that reserve estimates
reported represent the most accurate assessments possible, the subjective
decisions and variances in available data for various properties increase the
likelihood of significant changes in these estimates. If such changes are
material, they could significantly affect future depletion of capitalized costs
and result in impairment of assets that may be material. Revisions of previous
reserve estimates accounted for approximately $719 million, or 6% of the change
in the standardized measure of our total reserves from December 31, 2020 to
December 31, 2021. No impairments were recorded on for our proved oil and gas
properties during the year ended December 31, 2021; however, material
impairments were recorded during the years ended December 31, 2020 and 2019 as
discussed further in Note 8-  Property     and Equipment   of the notes to the
consolidated financial statements included elsewhere in this Annual Report. Due
to an increase in the historical 12-month average trailing SEC prices for oil
and natural throughout 2021 and into 2022, we are not currently projecting a
full cost ceiling impairment in the first quarter of 2022.

Additionally, costs associated with unevaluated properties are excluded from the
full cost pool until we have made a determination as to the existence of proved
reserves. We assess all items classified as unevaluated property (on an
individual basis or as a group if properties are individually insignificant) on
an annual basis for possible impairment. This assessment is subjective and
includes consideration of the following factors, among others: intent of the
operator to drill, remaining lease term with the current operator; geological
and geophysical evaluations; drilling results and activity; the assignment of
proved reserves; and the economic viability of development if proved reserves
are assigned. At December 31, 2021, our unevaluated properties totaled $8
billion, which consisted of 214,151 net undeveloped leasehold acres with
approximately 41,855 net acres set to expire in 2022. We did not record any
impairment on our unevaluated properties during the year ended December 31,
2021, but any such future impairment could be material to our consolidated
financial statements.
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Commodity Derivatives



From time to time, we use commodity derivatives for the purpose of mitigating
the risk resulting from fluctuations in the market price of crude oil and
natural gas. We exercise significant judgment in determining the types of
instruments to be used, the level of production volumes to include in our
commodity derivative contracts, the prices at which we enter into commodity
derivative contracts and the counterparties' creditworthiness. We do not use
these instruments for speculative or trading purposes.

We have not designated our derivative instruments as hedges for accounting
purposes and, as a result, mark our derivative instruments to fair value and
recognize the cash and non-cash change in fair value on derivative instruments
for each period in the consolidated statements of operations. We are also
required to recognize our derivative instruments on the consolidated balance
sheets as assets or liabilities at fair value with such amounts classified as
current or long-term based on their anticipated settlement dates. The accounting
for the changes in fair value of a derivative depends on the intended use of the
derivative and resulting designation, and is generally determined using various
inputs and assumptions including established index prices and other sources
which are based upon, among other things, futures prices, time to maturity,
implied volatilities and counterparty credit risk.

These fair values are recorded by netting asset and liability positions,
including any deferred premiums, that are with the same counterparty and are
subject to contractual terms which provide for net settlement. Changes in the
fair values of our commodity derivative instruments have a significant impact on
our net income because we follow mark-to-market accounting and recognize all
gains and losses on such instruments in earnings in the period in which they
occur.

See Item 7A. Quantitative and Qualitative Disclosures About Market Risk-Commodity Price Risk for additional sensitivity analysis of our open derivative positions at December 31, 2021.

Business Combinations



We account for business combinations using the acquisition method of accounting.
Accordingly, identifiable assets acquired and liabilities assumed are recognized
at the date of acquisition at their respective estimated fair values.

We make various assumptions in estimating the fair values of assets acquired and
liabilities assumed. Fair value estimates are determined based on information
that existed at the time of the acquisition, utilizing expectations and
assumptions that would be available to and made by a market participant. When
market-observable prices are not available to value assets and liabilities, the
Company may use the cost, income, or market valuation approaches depending on
the quality of information available to support management's assumptions.

The most significant assumptions relate to the estimated fair values assigned to
proved and unproved oil and natural gas properties. The assumptions made in
performing these valuations include future production volumes, future commodity
prices and costs, future operating and development activities, projections of
oil and gas reserves and a weighted average cost of capital rate. The
market-based weighted average cost of capital rate is subjected to additional
project-specific risking factors. In addition, when appropriate, we review
comparable purchases and sales of natural gas and oil properties within the same
regions, and use that data as a proxy for fair market value; for example, the
amount a willing buyer and seller would enter into in exchange for such
properties. Changes in key assumptions may cause the acquisition accounting to
be revised, including the recognition of additional goodwill or discount on
acquisition. There is no assurance the underlying assumptions or estimates
associated with the valuation will occur as initially expected. See Note
4-  Acquisitions and Divestitures   of the notes to the consolidated financial
statements included elsewhere in this Annual Report for further discussion of
the estimated fair value of assets acquired and liabilities assumed in the QEP
Merger and Guidon Acquisition, including any significant changes in these
estimates from the date of acquisition.

Estimated fair values assigned to assets acquired can have a significant effect
on results of operations in the future. In addition, differences between the
future commodity prices when acquiring assets and the historical 12-month
average trailing price to calculate ceiling test impairments of upstream assets
may impact net earnings.

Income Taxes

The amount of income taxes we record requires interpretations of complex rules
and regulations of federal, state, and provincial tax jurisdictions. We use the
asset and liability method of accounting for income taxes, under which deferred
tax assets and liabilities are recognized for the future tax consequences of (1)
temporary differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities and (2) operating loss and tax
credit
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carryforwards. Deferred income tax assets and liabilities are based on enacted
tax rates applicable to the future period when those temporary differences are
expected to be recovered or settled. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the period the
rate change is enacted. A valuation allowance is provided for deferred tax
assets when it is more likely than not the deferred tax assets will not be
realized.

The assessment of the realizability of our deferred tax assets, including the
assessment of whether a valuation allowance is required, entails that we make
estimates of, and assumptions about, future events, including the pattern of
reversal of taxable temporary differences and our future income from operations.
As of December 31, 2021, we had established a total valuation allowance of $315
million, including a valuation allowance for the full amount of Viper's deferred
tax assets. The valuation allowance remains in place based on the uncertainty of
future events, including Viper's ability to generate future taxable income in
excess of special allocations to be made to Diamondback, and management
considered this and other factors in evaluating the realizability of Viper's
deferred tax assets. No such valuation allowance was determined to be necessary
against Rattler's deferred tax assets as of December 31, 2021 based on the
relative predictability of its future income stream based on its long term
customer contracts. Any changes in the positive or negative evidence evaluated
when determining if Viper's or Rattler's deferred tax assets will be realized,
including projected future income, could result in a material change to our
consolidated financial statements. In addition, the determination to record a
valuation allowance on certain tax attributes acquired from QEP and certain
state NOL carryforwards which the Company does not believe are realizable prior
to expiration was based on an evaluation of available positive and negative
evidence, including the annual limitation imposed by IRC Section 382 subsequent
to an ownership change and the anticipated timing of reversal of the Company's
deferred tax liabilities in the applicable jurisdictions. As of December 31,
2021, although the Company's recent cumulative losses represent negative
evidence regarding reliance on future taxable income exclusive of reversing
temporary differences, our balance of taxable temporary differences anticipated
to reverse within the carryforward period provides significant positive evidence
for the determination that our remaining deferred tax assets are more likely
than not to be realized. Any change in the positive or negative evidence
evaluated when determining if our deferred tax assets will be realized,
including projected future taxable income primarily related to the excess of
book carrying value over tax basis of our oil and natural gas properties, could
result in a material change to our consolidated financial statements.

The accruals for deferred tax assets and liabilities are often based on
uncertain tax positions and assumptions that are subject to a significant amount
of judgment by management. These assumptions and judgments are reviewed and
adjusted as facts and circumstances change. At December 31, 2021, our uncertain
tax positions were insignificant, however, material changes to our income tax
accruals may occur in the future based on the progress of ongoing audits,
changes in legislation or resolution of pending matters.

Recent Accounting Pronouncements



See Note 2-  Summary of Significant Accounting Policies   included in notes to
the consolidated financial statements included elsewhere in this Annual Report
for recent accounting pronouncements and accounting policies not yet adopted, if
any.

Off-Balance Sheet Arrangements



Please read Note 18-  Commitments and Contingencies   included in notes to the
consolidated financial statements included elsewhere in this Form 10-K for a
discussion of our commitments and contingencies, some of which are not
recognized in the consolidated balance sheets under GAAP.

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