The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the accompanying unaudited
condensed consolidated financial statements and related notes. The following
discussion contains "forward-looking statements" that reflect our future plans,
estimates, beliefs, and expected performance. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of a variety of risks and uncertainties, including those described in
"Cautionary Note Regarding Forward-Looking Statements," the Annual Report under
the heading "Item 1A. Risk Factors," and in "Part II - Other Information, Item
1A.-Risk Factors" included herein. We assume no obligation to update any of
these forward-looking statements.

Overview



The Company, together with its subsidiaries, is a leading integrated oilfield
services and technology company focused on providing innovative hydraulic
fracturing services and related technologies to onshore oil and natural gas E&P
companies in North America. We offer customers hydraulic fracturing services,
together with complementary services including wireline services, proppant
delivery solutions, data analytics, related goods (including our sand mine
operations), and technologies that will facilitate lower emission completions,
thereby helping our customers reduce their emissions profile. We have grown from
one active hydraulic fracturing fleet in December 2011 to over 40 active fleets
as of September 30, 2022. We provide our services primarily in the Permian
Basin, the Eagle Ford Shale, the DJ Basin, the Williston Basin, the San Juan
Basin, the Powder River Basin, the Haynesville Shale, the SCOOP/STACK, the
Marcellus Shale, Utica Shale, and the Western Canadian Sedimentary Basin.
Additionally, we operate two sand mines in the Permian Basin.

On December 31, 2020, the Company acquired certain assets and liabilities of
Schlumberger's OneStim business, which provides hydraulic fracturing pressure
pumping services in onshore United States and Canada, including its pressure
pumping, pumpdown perforating and Permian frac sand business, in exchange for
consideration resulting in a total of 66,326,134 shares of the Class A Common
Stock being issued in connection with the OneStim Acquisition. As of October 18,
2022, Schlumberger owned 12.6% of the issued and outstanding shares of our
Common Stock. The combined company delivers best-in-class completion services
for the sustainable development of unconventional resource plays in the United
States and Canada onshore markets.

On October 26, 2021, the Company acquired PropX in exchange for $11.9 million in
cash and 3,405,526 shares of Class A Common Stock and 2,441,010 shares of Class
B Common Stock, and 2,441,010 Liberty LLC Units, for total consideration of
$103.0 million, based on the Class A Common Stock closing price of $15.58 on
October 26, 2021, subject to customary post-closing adjustments. The Liberty LLC
Units are redeemable for an equivalent number of shares of Class A Common Stock
at any time, at the election of the shareholder. Founded in 2016, PropX is a
leading provider of last-mile proppant delivery solutions including proppant
handling equipment and logistics software across North America. PropX offers
innovative environmentally friendly technology with optimized dry and wet sand
containers and wellsite proppant handling equipment that drive logistics
efficiency and reduce noise and emissions. We believe that PropX wet sand
handling technology is a key enabler of the next step of cost and emissions
reductions in the proppant industry. PropX also offers customers the latest
real-time logistics software, PropConnect, for sale or as hosted software as a
service.

We believe technical innovation and strong relationships with our customer and
supplier bases distinguish us from our competitors and are the foundations of
our business. We expect that E&P companies will continue to focus on
technological innovation as completion complexity and fracture intensity of
horizontal wells increases, particularly as customers are increasingly focused
on reducing emissions from their completions operations. We remain proactive in
developing innovative solutions to industry challenges, including developing:
(i) our databases of U.S. unconventional wells to which we apply our proprietary
multi-variable statistical analysis technologies to provide differential insight
into fracture design optimization; (ii) our Liberty Quiet Fleet® design which
significantly reduces noise levels compared to conventional hydraulic fracturing
fleets; (iii) hydraulic fracturing fluid systems tailored to the specific
reservoir properties in the basins in which we operate; (iv) our dual fuel
dynamic gas blending fleets that allow our engines to run diesel or a
combination of diesel and natural gas, to optimize fuel use, reduce emissions
and lower costs; (v) the successful test of digiFrac™, our innovative,
purpose-built electric frac pump that has approximately 25% lower CO2e emission
profile than the Tier IV DGB; and (vi) our PropX wet sand handling technology
which eliminates the need to dry sand, enabling the deployment of mobile mines
nearer to wellsites. In addition, our integrated supply chain includes proppant,
chemicals, equipment, logistics and integrated software which we believe
promotes wellsite efficiency and leads to more pumping hours and higher
productivity throughout the year to better service our customers. In order to
achieve our technological objectives, we carefully manage our liquidity and debt
position to promote operational flexibility and invest in the business
throughout the full commodity cycle in the regions we operate.

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Recent Trends and Outlook



Current global macroeconomic concerns include rising interest rates, elevated
inflation levels, and Chinese Covid lockdowns. Despite these headwinds, oil and
gas markets remained tight in the third quarter. As we look ahead, risks to the
delicate balance in oil and gas markets appear to come from both demand and
supply.

With regards to demand, while a mild recession may modestly impact the global
demand for energy, and may already be reflected in prices, a global economic
downturn could result in increased demand destruction, further pressuring
commodity prices. At the same time, global supply risks are also present. OPEC+
preemptive cuts to production quotas may result in a decline in production from
key producers including Saudi Arabia and the United Arab Emirates. Currently,
Russian oil exports have been modestly curbed since the Ukraine invasion,
however, impending sanctions on Russian seaborne crude could further lower
global oil supplies. Low levels of spare production capacity, worldwide oil and
gas commercial inventories, and global strategic petroleum reserves further
exacerbate supply concerns. Together, these factors may strengthen the demand
for secure North American energy.

Today's commodity prices continue to offer returns for E&P operators, even after
the decline in oil and gas prices in recent months. The combination of capital
discipline among many public operators and tight supply chains, particularly in
the frac services market, have constrained activity levels to deliver only
modest U.S. oil production growth. The limited capital being deployed is
expected to be primarily directed towards the buildout of next generation frac
fleet capacity at levels roughly sufficient to offset aging equipment with next
generation fleets in demand. We believe that the current frac market is
relatively tight with near full utilization of available capacity. Tight service
supply has made service quality and reliability important for customers. Given
that we pride ourselves on both our service quality and fleet modernization
program, these two factors may further strengthen Liberty's competitive
position.

During the third quarter of 2022, the posted WTI price traded at an average of
$93.06 per barrel ("Bbl"), as compared to the third quarter of 2021 average of
$70.58 per Bbl, and second quarter of 2022 average of $108.83 per Bbl. In
addition, the average domestic onshore rig count for the United States and
Canada was 942 rigs reported in the third quarter of 2022, up from the third
quarter of 2021 of 634 and an increase from the second quarter of 2022 of 810,
according to a report from Baker Hughes.

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Results of Operations



Three months ended September 30, 2022 compared to three months ended September
30, 2021
                                                                      Three months ended September 30,
Description                                                      2022                  2021              Change
                                                                               (in thousands)
Revenue                                                    $    1,188,247

$ 653,727 $ 534,520 Cost of services, excluding depreciation, depletion, and amortization shown separately

                                     874,453            593,683            280,770
General and administrative                                         50,473             32,281             18,192
Transaction, severance and other costs                              1,767              1,556                211
Depreciation, depletion, and amortization                          82,848             65,852             16,996
Gain on disposal of assets                                         (4,277)               (79)            (4,198)
Operating income (loss)                                           182,983            (39,566)           222,549
Other expense (income), net                                        33,148               (940)            34,088
Net income (loss) before income taxes                             149,835            (38,626)           188,461
Income tax expense                                                  2,572                753              1,819
Net income (loss)                                                 147,263            (39,379)           186,642

Less: Net income (loss) attributable to non-controlling interests

                                                             310               (489)               799
Net income (loss) attributable to Liberty Energy Inc.
stockholders                                               $      146,953          $ (38,890)         $ 185,843


Revenue

Our revenue increased $534.5 million, or 81.8%, to $1.2 billion for the three
months ended September 30, 2022 compared to $653.7 million for the three months
ended September 30, 2021. The increase in revenue is attributable to higher
service pricing and an activity-driven increase in fleet utilization and
efficiency commensurate with increased demand for hydraulic fracturing services.

Cost of Services



Cost of services (excluding depreciation, depletion, and amortization) increased
$280.8 million, or 47.3%, to $874.5 million for the three months ended September
30, 2022 compared to $593.7 million for the three months ended September 30,
2021. The increase in expense was primarily related to increases in materials
and parts consumption and higher labor costs related to higher fleet utilization
as well as ongoing inflationary increases impacting costs for materials, labor,
and maintenance parts.

General and Administrative

General and administrative expenses increased $18.2 million, or 56.4%, to $50.5
million for the three months ended September 30, 2022 compared to $32.3 million
for the three months ended September 30, 2021 primarily related to increases in
performance-based variable compensation, labor cost inflation, and corporate
costs related to increased activity.

Transaction, Severance and Other Costs



Transaction, severance and other costs of $1.8 million and $1.6 million for the
three months ended September 30, 2022 and 2021, respectively, consist of
integration cost, investment banking, legal, accounting, and other professional
services provided in connection with the OneStim Acquisition and PropX
Acquisition.

Depreciation, Depletion, and Amortization



Depreciation, depletion, and amortization expense increased $17.0 million, or
25.8%, to $82.8 million for the three months ended September 30, 2022 compared
to $65.9 million for the three months ended September 30, 2021. The increase in
2022 was due to additional equipment placed in service since the prior year
period and additional depreciation from property acquired in the PropX
Acquisition.
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Gain on Disposal of Assets



The Company recognized a gain on disposal of assets of $4.3 million for the
three months ended September 30, 2022 primarily as a result of the sale of used
field equipment and light duty trucks in a strong used vehicle and equipment
market compared to a gain of $0.1 million for the three months ended September
30, 2021 due to miscellaneous equipment disposals. All disposals recorded during
the three months ended September 30, 2022 and 2021 were in the normal course of
business.

Operating Income (Loss)

The Company recorded operating income of $183.0 million for the three months
ended September 30, 2022 compared to operating loss of $39.6 million for the
three months ended September 30, 2021, an increase in operating results of
$222.5 million, or 562.5%. The increase in operating income is primarily due to
the $534.5 million, or 81.8%, increase in total revenue only partially offset by
a $312.0 million increase in total operating expenses, the significant
components of which are discussed above.

Other Expense (Income), net



The Company recognized other expense of $33.1 million for the three months ended
September 30, 2022 compared to other income of $0.9 million for the three months
ended September 30, 2021. Other expense (income), net is comprised of loss
(gain) on remeasurement of liability under the TRAs, gain on investments, and
interest expense, net. The Company remeasured the liability under the TRAs
resulting in a loss of $28.9 million for the three months ended September 30,
2022, compared to a gain of $4.9 million for the three months ended September
30, 2021. A $2.5 million gain on investments was recorded during the three
months ended September 30, 2022, compared to no gain for the three months ended
September 30, 2021. Additionally, interest expense, net increased $2.8 million
as a result of increased borrowings under the credit facility along with higher
interest rates.

Net Income (loss) before Income Taxes



The Company realized net income before income taxes of $149.8 million for the
three months ended September 30, 2022 compared to net loss before income taxes
of $38.6 million for the three months ended September 30, 2021. The increase in
income is primarily attributable to an increase in revenue, as discussed above,
related to the increase in activity and service pricing.

Income Tax Expense



Income tax expense increased $1.8 million to $2.6 million for the three months
ended September 30, 2022, at an effective rate of 1.7%, compared to a tax
expense of $0.8 million, at an effective rate of (1.9)%, recognized during the
three months ended September 30, 2021. The increase in income tax expense is
primarily attributable to the increase in Company's foreign operations as a
valuation allowance was recorded on the Company's U.S. net deferred tax assets,
beginning in the second quarter of 2021.
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Nine months ended September 30, 2022 compared to nine months ended September 30,
2021

                                                                       Nine months ended September 30,
Description                                                     2022                 2021                Change
                                                                                (in thousands)
Revenue                                                    $ 2,923,636

$ 1,787,047 $ 1,136,589 Cost of services, excluding depreciation, depletion, and amortization shown separately

                                2,258,190            1,614,574              643,616
General and administrative                                     130,953               88,043               42,910
Transaction, severance and other costs                           5,293               12,173               (6,880)
Depreciation, depletion, and amortization                      234,815              191,122               43,693
Gain on disposal of assets                                      (3,041)              (1,076)              (1,965)
Operating income (loss)                                        297,426             (117,789)             415,215
Other expense, net                                              46,667                3,276               43,391
Net income (loss) before income taxes                          250,759             (121,065)             371,824
Income tax expense                                               3,637                9,402               (5,765)
Net income (loss)                                              247,122             (130,467)             377,589

Less: Net income (loss) attributable to non-controlling interests

                                                          389               (6,812)               7,201
Net income (loss) attributable to Liberty Energy Inc.
stockholders                                               $   246,733          $  (123,655)         $   370,388


Revenue

Our revenue increased $1.1 billion, or 63.6%, to $2.9 billion for the nine months ended September 30, 2022 compared to $1.8 billion for the nine months ended September 30, 2021. The increase in revenue is attributable to higher service pricing and an activity-driven increase in fleet utilization and efficiency commensurate with increased demand for hydraulic fracturing services.

Cost of Services



Cost of services (excluding depreciation, depletion, and amortization) increased
$643.6 million, or 39.9%, to $2.3 billion for the nine months ended September
30, 2022 compared to $1.6 billion for the nine months ended September 30, 2021.
The higher expense was primarily related to increases in materials and parts
consumption and higher labor costs related to higher fleet utilization as well
as inflationary increases impacting costs for materials, labor, and maintenance
parts.

General and Administrative

General and administrative expenses increased $42.9 million, or 48.7%, to
$131.0 million for the nine months ended September 30, 2022 compared to
$88.0 million for the nine months ended September 30, 2021 primarily related to
increases from reinstated bonus programs which had been temporarily suspended
during the first quarter of 2020 as a result of the COVID-19 pandemic, labor
cost inflation, and corporate costs related to increased levels of activity.

Transaction, Severance and Other Costs



Transaction, severance and other costs decreased $6.9 million, or 56.5%, to
$5.3 million for the nine months ended September 30, 2022 compared to
$12.2 million for the nine months ended September 30, 2021. The costs incurred
in the nine months ended September 30, 2021 primarily related to integration
costs, investment banking, legal, accounting, and other professional services
provided in connection with the OneStim Acquisition and PropX Acquisition. Such
costs were lower during the nine months ended September 30, 2022 as the
integration efforts move towards completion.

Depreciation, Depletion, and Amortization



Depreciation, depletion, and amortization expense increased $43.7 million, or
22.9%, to $234.8 million for the nine months ended September 30, 2022 compared
to $191.1 million for the nine months ended September 30, 2021. The increase in
2022 was due to additional equipment placed in service since the prior year
period and additional depreciation from property acquired in the PropX
Acquisition.
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Gain on disposal of assets



Gain on disposal of assets increased $2.0 million, or 182.6%, to $3.0 million
for the nine months ended September 30, 2022, compared to $1.1 million for the
nine months ended September 30, 2021 due to miscellaneous equipment disposals in
the normal course of business. The increase was a result of the sale of used
field equipment and light duty trucks in a strong used vehicle and equipment
market offset by the loss on sale of one and plan of sale for two other
non-strategic facilities acquired in the OneStim Acquisition

Operating Income (Loss)



The Company recorded operating income of $297.4 million for the nine months
ended September 30, 2022 compared to operating loss of $117.8 million for the
nine months ended September 30, 2021, the operating income is primarily due to
the $1.1 billion, or 63.6%, increase in total revenue partially offset by a
$721.4 million increase in total operating expenses, the significant components
of which are discussed above.

Other Expense, net

Other expense, net increased $43.4 million to $46.7 million for the nine months
ended September 30, 2022 compared to $3.3 million for the nine months ended
September 30, 2021. Other expense, net is comprised of loss on remeasurement of
liability under the TRAs, gain on investments, and interest expense, net. The
Company remeasured the liability under the TRAs resulting in a loss of $33.2
million for the nine months ended September 30, 2022, compared to a gain of $8.3
million for the nine months ended September 30, 2021. A $2.5 million gain on
investments was recorded during the nine months ended September 30, 2022,
compared to no gain for the nine months ended September 30, 2021. Additionally,
interest expense increased $4.4 million as a result of increased borrowings
under the credit facility along with higher interest rates.

Net Income (Loss) before Income Taxes



The Company realized net income before income taxes of $250.8 million for the
nine months ended September 30, 2022 compared to net loss before income taxes of
$121.1 million for the nine months ended September 30, 2021. The increase in
results is primarily attributable to an increase in revenue, as discussed above,
related to the increase in activity and service pricing.

Income Tax Expense



Income tax expense decreased $5.8 million to $3.6 million for the nine months
ended September 30, 2022, at an effective rate of 1.5%, compared to $9.4
million, at an effective rate of (7.8)%, recognized during the nine months ended
September 30, 2021. This decrease in income tax expense is primarily
attributable to the Company recording a valuation allowance on its U.S. net
deferred tax assets, beginning in the second quarter of 2021, resulting in
income tax expense for that period, while in subsequent periods no tax expense
or benefit is recognized on U.S. state and federal income or loss.

Comparison of Non-GAAP Financial Measures



We view EBITDA and Adjusted EBITDA as important indicators of performance. We
define EBITDA as net income before interest, income taxes, and depreciation,
depletion, and amortization. We define Adjusted EBITDA as EBITDA adjusted to
eliminate the effects of items such as non-cash stock-based compensation, new
fleet or new basin start-up costs, fleet lay-down costs, costs of asset
acquisitions, gain or loss on the disposal of assets, bad debt reserves,
transaction, severance, and other costs, the loss or gain on remeasurement of
liability under our tax receivable agreements, the gain or loss on investments
and other non-recurring expenses that management does not consider in assessing
ongoing performance.

Our board of directors, management, investors, and lenders use EBITDA and
Adjusted EBITDA to assess our financial performance because it allows them to
compare our operating performance on a consistent basis across periods by
removing the effects of our capital structure (such as varying levels of
interest expense), asset base (such as depreciation, depletion, and
amortization) and other items that impact the comparability of financial results
from period to period. We present EBITDA and Adjusted EBITDA because we believe
they provide useful information regarding the factors and trends affecting our
business in addition to measures calculated under GAAP.
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Note Regarding Non-GAAP Financial Measures



EBITDA and Adjusted EBITDA are not financial measures presented in accordance
with GAAP. We believe that the presentation of these non-GAAP financial measures
will provide useful information to investors in assessing our financial
performance and results of operations. Net income (loss) is the GAAP measure
most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial
measures should not be considered as alternatives to the most directly
comparable GAAP financial measure. Each of these non-GAAP financial measures has
important limitations as an analytical tool due to exclusion of some but not all
items that affect the most directly comparable GAAP financial measures. You
should not consider EBITDA or Adjusted EBITDA in isolation or as substitutes for
an analysis of our results as reported under GAAP. Because EBITDA and Adjusted
EBITDA may be defined differently by other companies in our industry, our
definitions of these non-GAAP financial measures may not be comparable to
similarly titled measures of other companies, thereby diminishing their utility.

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to
our net loss, which is the most directly comparable GAAP measure for the periods
presented:

Three and nine months ended September 30, 2022 compared to three and nine months ended September 30, 2021: EBITDA and Adjusted EBITDA


                                                 Three Months Ended September 30,                                Nine Months Ended September 30,
Description                                 2022                   2021              Change                2022                 2021               Change
                                                          (in thousands)
Net income (loss)                    $    147,263              $ (39,379)         $ 186,642          $   247,122            $ (130,467)         $ 377,589
Depreciation, depletion, and
amortization                               82,848                 65,852             16,996              234,815               191,122             43,693
Interest expense, net                       6,773                  4,007              2,766               15,959                11,528              4,431
Income tax expense                          2,572                    753              1,819                3,637                 9,402             (5,765)
EBITDA                               $    239,456              $  31,233          $ 208,223          $   501,533            $   81,585          $ 419,948
Stock-based compensation expense            6,112                  4,245              1,867               17,126                15,091             

2,035


Fleet start-up and lay-down costs           7,420                      -              7,420               13,174                     -            

13,174


Transaction, severance and other
costs                                       1,767                  1,556                211                5,293                12,173             

(6,880)


Gain on disposal of assets                 (4,277)                   (79)            (4,198)              (3,041)               (1,076)           

(1,965)


Provision for credit losses                     -                      -                  -                    -                   745               

(745)


Loss (gain) on remeasurement of
liability under tax receivable
agreements                                 28,900                 (4,947)            33,847               33,233                (8,252)            41,485
Gain on investments                  $     (2,525)             $       -          $  (2,525)         $    (2,525)           $        -          $  (2,525)
Adjusted EBITDA                      $    276,853              $  32,008          $ 244,845          $   564,793            $  100,266          $ 464,527


EBITDA was $239.5 million for the three months ended September 30, 2022 compared
to $31.2 million for the three months ended September 30, 2021. Adjusted EBITDA
was $276.9 million for the three months ended September 30, 2022 compared to
$32.0 million for the three months ended September 30, 2021. The increases in
EBITDA and Adjusted EBITDA primarily resulted from improved market conditions
and activity levels as described above under the captions Revenue, Cost of
Services, and General and Administrative Expenses for the Three Months Ended
September 30, 2022 compared to the Three Months Ended September 30, 2021.

EBITDA was $501.5 million for the nine months ended September 30, 2022 compared
to $81.6 million for the nine months ended September 30, 2021. Adjusted EBITDA
was $564.8 million for the nine months ended September 30, 2022 compared to
$100.3 million for the nine months ended September 30, 2021. The increases in
EBITDA and Adjusted EBITDA primarily resulted from improved market conditions
and activity levels as described above under the captions Revenue, Cost of
Services, and General and Administrative Expenses for the Nine months ended
September 30, 2022 compared to the Nine months ended September 30, 2021.

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Liquidity and Capital Resources

Overview



Historically, our primary sources of liquidity to date have been cash flows from
operations, proceeds from our IPO, and borrowings under our Credit Facilities.
We expect to fund operations and organic growth with cash flows from operations
and available borrowings under our Credit Facilities. We monitor the
availability of capital resources such as equity and debt financings that could
be leverage for current or future financial obligations including those related
to acquisitions, capital expenditures, working capital and other liquidity
requirements. We may incur additional indebtedness or issue equity in order to
meet our capital expenditure activities and liquidity requirements, as well as
to fund growth opportunities that we pursue, including via acquisition, such as
with the OneStim Acquisition and the PropX Acquisition. Our primary uses of
capital have been capital expenditures to support organic growth and funding
ongoing operations, including maintenance and fleet upgrades.

Cash and cash equivalents increased by $4.0 million to $24.0 million as of September 30, 2022 compared to $20.0 million as of December 31, 2021, while working capital excluding cash and current liabilities under debt and lease arrangements increased $224.1 million.



We have $425.0 million committed under the ABL Facility subject to certain
borrowing base limitations based on a percentage of eligible accounts receivable
and inventory available to finance working capital needs. As of September 30,
2022, the borrowing base was calculated to be $425.0 million, and the Company
had $150.0 million outstanding, in addition to a letter of credit in the amount
of $1.4 million, with $273.6 million of remaining availability. Additionally, we
have $105.2 million borrowings remaining on the Term Loan Facility, which was
originally $175.0 million.

The ABL Facility has a maturity date of the earlier of (a) October 22, 2026 and
(b) to the extent the debt under the Term Loan Facility remains outstanding 90
days prior to the final maturity of the Term Loan Facility, which matures on
September 19, 2024.

On July 18, 2022, the Company entered into an amendment to the ABL Facility (the
"Seventh ABL Amendment"). The Seventh ABL Amendment amended certain terms,
provisions, and covenants of the ABL Facility, including among other things: (i)
increasing the maximum borrowing amount by $75.0 million to $425.0 million,
subject to certain borrowing base limitations based on percentage of eligible
accounts receivable and inventory, (ii) modifying certain covenant and
reporting-related baskets, and (iii) replacing LIBOR with the secured overnight
financing rate ("SOFR") as the interest rate benchmark.

On August 12, 2022, the Company entered into an amendment to the Term Loan
Facility (the "Sixth Term Loan Amendment"). The Sixth Term Loan Amendment
amended certain terms, provisions and covenants of the Term Loan Facility,
including among other things: (i) a waiver of the fixed charge coverage ratio
requirements for up to $100.0 million of restricted payments made in connection
with the Company's 2022 stock repurchase program for its common stock; (ii) the
addition of a minimum liquidity requirement of $150.0 million in order to make
selected restricted payments, including those made under the 2022 stock
repurchase program; (iii) the modification of certain covenant and
reporting-related terms, including an increase in the allowance for permitted
purchase money indebtedness from $50.0 million to $70.0 million; (iv) the
addition of a prepayment premium of 1.0% through the first anniversary of the
Sixth Term Loan Amendment effective date; and (v) the addition and modification
of several provisions to replace LIBOR with SOFR as the interest rate benchmark.

The Credit Facilities contain covenants that restrict our ability to take certain actions. At September 30, 2022, the Company was in compliance with all debt covenants.

See Note 8-Debt to the consolidated financial statements included in "Item 1. Financial Statements (unaudited)" for further details.



We have no material off balance sheet arrangements as of September 30, 2022,
except for purchase commitments under supply agreements as disclosed above under
"Item 1. Financial Statements-Note 15-Commitments & Contingencies." As such, we
are not materially exposed to any other financing, liquidity, market, or credit
risk that could arise if we had engaged in such financing arrangements.

Share Repurchase Program



Under our share repurchase program, the Company is authorized to repurchase up
to $250.0 million of outstanding Class A Common Stock through and including
July 31, 2024. Shares may be repurchased from time to time for cash in the open
market transactions, through block trades, in privately negotiated transactions,
through derivative transactions or by other means in accordance with applicable
federal securities laws. The timing and the amount of repurchases will be
determined by the Company at its discretion based on an evaluation of market
conditions, capital allocation alternatives and other factors. The share
repurchase program does not require us to purchase any dollar amount or number
of shares of our Class A Common Stock and may be modified, suspended, extended
or terminated at any time without prior notice. The Company expects to fund the
repurchases by using cash on hand, borrowings under its revolving credit
facility and expected free cash flow to be generated over the next two years.
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Cash Flows

The following table summarizes our cash flows for the periods indicated:


                                                      Nine Months Ended September 30,
Description                                         2022               2021          Change
                                                              (in thousands)
Net cash provided by operating activities    $    292,610           $  80,142      $ 212,468
Net cash used in investing activities            (333,875)           (119,319)      (214,556)
Net cash provided by financing activities          45,642               

5,149 40,493

Analysis of Cash Flow Changes Between the Nine Months Ended September 30, 2022 and 2021



Operating Activities. Net cash provided by operating activities was $292.6
million for the nine months ended September 30, 2022, compared to $80.1 million
for the nine months ended September 30, 2021. The $212.5 million increase in
cash from operating activities is primarily attributable to a $1.1 billion
increase in revenues, offset by a $679.6 million increase in cash operating
expenses and a $238.5 million decrease in cash from changes in working capital
for the nine months ended September 30, 2022, compared to a $2.8 million
increase in cash from changes in working capital for the nine months ended
September 30, 2021.

Investing Activities. Net cash used in investing activities was $333.9 million
for the nine months ended September 30, 2022, compared to $119.3 million for the
nine months ended September 30, 2021. Cash used in investing activities was
higher during the nine months ended September 30, 2022, compared to the nine
months ended September 30, 2021 as the Company continued to invest in equipment,
including building new digiFrac™ fleets and deploying additional fleets, to
support increased customer demand in next generation equipment and technology.

Financing Activities. Net cash provided by financing activities was $45.6
million for the nine months ended September 30, 2022, compared to net cash
provided by financing activities of $5.1 million for the nine months ended
September 30, 2021. The $40.5 million increase in cash provided by financing
activities was primarily due to net borrowings of $132.0 million on the ABL
Facility during the nine months ended September 30, 2022, compared to $16.0
million net borrowings on the ABL Facility for the nine months ended September
30, 2021. Additionally, there was a $1.4 million decrease in payments on finance
lease liabilities as the asset value of finance leases active for the full
period has decreased since September 30, 2021. These changes were offset by a
$70.1 million increase in cash payments made in connection with share
repurchases for the nine months ended September 30, 2022, compared to cash
payments of $0.0 million for the nine months ended September 30, 2021.

Cash Requirements



Our material cash commitments consist primarily of obligations under long-term
debt, TRAs, finance and operating leases for property and equipment, cash used
to pay for repurchases of shares of our Class A Common Stock, and purchase
obligations as part of normal operations. We have no material off balance sheet
arrangements as of September 30, 2022, except for obligations of $44.5 million
payable within 2022, $47.3 million in 2023, and $4.2 million payable thereafter.
See Note 15-Commitments & Contingencies to the unaudited condensed consolidated
financial statements included in "Item 1. Financial Statements (Unaudited)" for
information regarding scheduled contractual obligations. There have been no
other material changes to cash requirements since the year ended December 31,
2021.

Income Taxes

The Company is a corporation and is subject to U.S. federal, state, and local
income tax on its share of Liberty LLC's taxable income. The Company is also
subject to Canada federal and provincial income tax on its foreign operations.

The combined effective tax rate applicable to the Company for the nine months
ended September 30, 2022 and 2021 was 1.5% and (7.8)%, respectively. The
Company's effective tax rate is significantly less than the federal statutory
income tax rate of 21.0% due to the Company recording a valuation allowance on
its U.S. net deferred tax assets as of September 30, 2022, due to entering into
a three year cumulative pre-tax book loss position, primarily as a result of
COVID-19 related losses in 2021. The Company's effective tax rate is also less
than the statutory rate because of foreign operations for 2021, and the
non-controlling interest's share of Liberty LLC's pass-through results for
federal, state and local income tax reporting, upon which no taxes are payable
by the Company for the nine months ended September 30, 2022 and 2021. The
Company recognized income tax expense of $2.6 million and $3.6 million for the
three and nine months ended September 30, 2022, respectively, and $0.8 million
and $9.4 million for the three and nine months ended September 30, 2021,
respectively, which included the impact of recording a valuation allowance on a
portion of the Company's net deferred tax assets.

Per the Coronavirus Aid, Relief and Economic Security ("CARES") Act enacted on
March 27, 2020, net operating losses ("NOL") incurred in 2019, and 2020 may be
carried back to each of the five preceding taxable years to generate a refund of
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previously paid income taxes. The Company has previously applied for and expects
to receive a NOL carryback refund to recover $5.5 million of cash taxes paid by
the Company in 2018. This amount has been reflected as a receivable in the
prepaids and other current assets line item in the accompanying audited
consolidated balance sheets.

Deferred income tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
reporting and tax bases of assets and liabilities, and are measured using
enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. We recorded a valuation allowance in
the second quarter of 2021, against all of our deferred tax assets as of
December 31, 2020 and continue to record a valuation allowance for the quarter
ended September 30, 2022. We intend to continue to maintain a full valuation
allowance on our net deferred tax assets until there is sufficient evidence to
support the reversal of all or some portion of these allowances. However, given
our current earnings and anticipated future earnings, we believe that there is a
reasonable possibility that within the next few quarters, including as soon as
the fourth quarter of 2022, sufficient positive evidence may become available to
allow us to reach a conclusion that a significant portion or all of the
valuation allowance will no longer be needed. Release of the valuation allowance
would result in the recognition of certain deferred tax assets and a decrease to
the income tax expense for the period the release is recorded. In addition,
release of the valuation allowance would result in an increase in the tax
receivable agreement liability and an increase in the tax receivable agreement
loss for the period the release is recorded. For the quarter ended September 30,
2022, the unrecognized TRA liability is approximately $50 million. The valuation
allowance as of December 31, 2021 was $91.3 million and no additional income tax
benefit or expense has been recorded as a result of the valuation allowance
through the quarter ended September 30, 2022.

Refer to Note 12- Income Taxes to the consolidated financial statements for additional information related to income tax expense.

Tax Receivable Agreements

Refer to Note 12- Income Taxes to the consolidated financial statements for additional information related to tax receivable agreements.

Critical Accounting Estimates



The Company's unaudited condensed consolidated financial statements are prepared
in accordance with GAAP, which require us to make estimates and assumptions (see
Note 2-Significant Accounting Policies to the unaudited consolidated financial
statements in this Form 10-Q and Note 2-Significant Accounting Policies and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Annual Report). A critical accounting estimate is one
that requires our most difficult, subjective or complex estimates and
assessments and is fundamental to our results of operations. We base our
estimates on historical experience and on various other assumptions we believe
to be reasonable according to the current facts and circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources.

There have been no material changes in our critical accounting estimates since our Annual Report.


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