Guarantor Financial Statements | GUARANTOR FINANCIAL STATEMENTS As of June 30, 2017 , Diamondback E&P LLC and Diamondback O&G LLC (the “Guarantor Subsidiaries”) are guarantors under the indentures relating to the 2024 Senior Notes and the 2025 Senior Notes. In connection with the issuance of the 2024 Senior Notes and the 2025 Senior Notes, the Partnership, the General Partner, Viper Energy Partners LLC and Rattler Midstream LLC were designated as Non-Guarantor Subsidiaries. The following presents condensed consolidated financial information for the Company (which for purposes of this Note 17 is referred to as the “Parent”), the Guarantor Subsidiaries and the Non–Guarantor Subsidiaries on a consolidated basis. Elimination entries presented are necessary to combine the entities. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantor Subsidiaries operated as independent entities. The Company has not presented separate financial and narrative information for each of the Guarantor Subsidiaries because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the Guarantor Subsidiaries. Condensed Consolidated Balance Sheet June 30, 2017 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 896 $ 14,078 $ 1,614 $ — $ 16,588 Accounts receivable — 143,529 11,098 — 154,627 Accounts receivable - related party — 8 3,224 (3,224 ) 8 Intercompany receivable 3,000,954 572,954 — (3,573,908 ) — Inventories — 4,925 — — 4,925 Other current assets 301 44,697 191 — 45,189 Total current assets 3,002,151 780,191 16,127 (3,577,132 ) 221,337 Property and equipment: Oil and natural gas properties, at cost, full cost method of accounting — 7,424,971 886,537 (414 ) 8,311,094 Midstream assets — 95,491 — — 95,491 Other property, equipment and land — 71,978 — — 71,978 Accumulated depletion, depreciation, amortization and impairment — (1,811,340 ) (166,467 ) 7,991 (1,969,816 ) Net property and equipment — 5,781,100 720,070 7,577 6,508,747 Derivative instruments — 4,379 — — 4,379 Investment in subsidiaries 2,811,248 — — (2,811,248 ) — Deferred income taxes 321 — — — 321 Other assets — 13,942 35,083 — 49,025 Total assets $ 5,813,720 $ 6,579,612 $ 771,280 $ (6,380,803 ) $ 6,783,809 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable-trade $ 4 $ 27,756 $ 4 $ — $ 27,764 Intercompany payable — 3,577,132 — (3,577,132 ) — Other current liabilities 7,422 286,287 1,693 — 295,402 Total current liabilities 7,426 3,891,175 1,697 (3,577,132 ) 323,166 Long-term debt 986,015 84,000 81,500 — 1,151,515 Asset retirement obligations — 19,539 — — 19,539 Deferred income taxes 2,655 — — — 2,655 Total liabilities 996,096 3,994,714 83,197 (3,577,132 ) 1,496,875 Commitments and contingencies Stockholders’ equity 4,817,624 2,584,898 688,083 (3,272,981 ) 4,817,624 Non-controlling interest — — — 469,310 469,310 Total equity 4,817,624 2,584,898 688,083 (2,803,671 ) 5,286,934 Total liabilities and equity $ 5,813,720 $ 6,579,612 $ 771,280 $ (6,380,803 ) $ 6,783,809 Condensed Consolidated Balance Sheet December 31, 2016 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 1,643,226 $ 14,135 $ 9,213 $ — $ 1,666,574 Restricted cash — — 500 — 500 Accounts receivable — 109,782 10,043 — 119,825 Accounts receivable - related party — 297 3,470 (3,470 ) 297 Intercompany receivable 3,060,566 359,502 — (3,420,068 ) — Inventories — 1,983 — — 1,983 Other current assets 481 2,319 187 — 2,987 Total current assets 4,704,273 488,018 23,413 (3,423,538 ) 1,792,166 Property and equipment: Oil and natural gas properties, at cost, full cost method of accounting — 4,400,002 760,818 (559 ) 5,160,261 Midstream assets — 8,362 — — 8,362 Other property, equipment and land — 58,290 — — 58,290 Accumulated depletion, depreciation, amortization and impairment — (1,695,701 ) (148,948 ) 8,593 (1,836,056 ) Net property and equipment — 2,770,953 611,870 8,034 3,390,857 Funds held in escrow — 121,391 — — 121,391 Derivative instruments — 709 — — 709 Investment in subsidiaries (15,500 ) — — 15,500 — Other assets — 9,291 35,266 — 44,557 Total assets $ 4,688,773 $ 3,390,362 $ 670,549 $ (3,400,004 ) $ 5,349,680 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable-trade $ 30 $ 45,838 $ 1,780 $ — $ 47,648 Accounts payable-related party 1 — — — 1 Intercompany payable — 3,423,538 — (3,423,538 ) — Other current liabilities 5,868 155,454 371 — 161,693 Total current liabilities 5,899 3,624,830 2,151 (3,423,538 ) 209,342 Long-term debt 985,412 — 120,500 — 1,105,912 Asset retirement obligations — 16,134 — — 16,134 Total liabilities 991,311 3,640,964 122,651 (3,423,538 ) 1,331,388 Commitments and contingencies Stockholders’ equity 3,697,462 (250,602 ) 547,898 (297,296 ) 3,697,462 Non-controlling interest — — — 320,830 320,830 Total equity 3,697,462 (250,602 ) 547,898 23,534 4,018,292 Total liabilities and equity $ 4,688,773 $ 3,390,362 $ 670,549 $ (3,400,004 ) $ 5,349,680 Condensed Consolidated Statement of Operations Three Months Ended June 30, 2017 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenues: Oil sales $ — $ 206,113 $ — $ 31,771 $ 237,884 Natural gas sales — 10,739 — 1,954 12,693 Natural gas liquid sales — 14,649 — 2,208 16,857 Royalty income — — 35,933 (35,933 ) — Lease bonus income — — 689 (106 ) 583 Midstream services — 1,417 — — 1,417 Total revenues — 232,918 36,622 (106 ) 269,434 Costs and expenses: Lease operating expenses — 28,989 — — 28,989 Production and ad valorem taxes — 13,106 2,773 — 15,879 Gathering and transportation — 2,871 144 — 3,015 Midstream services — 1,828 — — 1,828 Depreciation, depletion and amortization — 65,091 9,672 410 75,173 General and administrative expenses 6,432 4,521 1,554 (615 ) 11,892 Asset retirement obligation accretion — 350 — — 350 Total costs and expenses 6,432 116,756 14,143 (205 ) 137,126 Income (loss) from operations (6,432 ) 116,162 22,479 99 132,308 Other income (expense) Interest expense (6,325 ) (1,277 ) (643 ) — (8,245 ) Other income — 8,626 313 (615 ) 8,324 Gain on derivative instruments, net — 33,320 — — 33,320 Total other income (expense), net (6,325 ) 40,669 (330 ) (615 ) 33,399 Income (loss) before income taxes (12,757 ) 156,831 22,149 (516 ) 165,707 Provision for income taxes 1,579 — — — 1,579 Net income (loss) (14,336 ) 156,831 22,149 (516 ) 164,128 Net income attributable to non-controlling interest — — — 5,723 5,723 Net income (loss) attributable to Diamondback Energy, Inc. $ (14,336 ) $ 156,831 $ 22,149 $ (6,239 ) $ 158,405 Condensed Consolidated Statement of Operations Three Months Ended June 30, 2016 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenues: Oil sales $ — $ 85,812 $ — $ 15,513 $ 101,325 Natural gas sales — 3,571 — 538 4,109 Natural gas liquid sales — 6,264 — 785 7,049 Royalty income — — 16,836 (16,836 ) — Lease bonus income — — 196 (196 ) — Total revenues — 95,647 17,032 (196 ) 112,483 Costs and expenses: Lease operating expenses — 18,677 — — 18,677 Production and ad valorem taxes — 6,756 1,403 — 8,159 Gathering and transportation — 2,341 91 — 2,432 Depreciation, depletion and amortization — 34,107 6,584 (820 ) 39,871 Impairment of oil and natural gas properties — 146,894 21,458 — 168,352 General and administrative expenses 6,067 2,250 1,207 — 9,524 Asset retirement obligation accretion — 254 — — 254 Total costs and expenses 6,067 211,279 30,743 (820 ) 247,269 Income (loss) from operations (6,067 ) (115,632 ) (13,711 ) 624 (134,786 ) Other income (expense) Interest expense (8,844 ) (719 ) (456 ) — (10,019 ) Other income 63 217 147 (250 ) 177 Loss on derivative instruments, net — (12,125 ) — — (12,125 ) Total other expense, net (8,781 ) (12,627 ) (309 ) (250 ) (21,967 ) Income (loss) before income taxes (14,848 ) (128,259 ) (14,020 ) 374 (156,753 ) Provision for income taxes 368 — — — 368 Net income (loss) (15,216 ) (128,259 ) (14,020 ) 374 (157,121 ) Net loss attributable to non-controlling interest — — — (1,631 ) (1,631 ) Net income (loss) attributable to Diamondback Energy, Inc. $ (15,216 ) $ (128,259 ) $ (14,020 ) $ 2,005 $ (155,490 ) Condensed Consolidated Statement of Operations Six Months Ended June 30, 2017 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenues: Oil sales $ — $ 384,343 $ — $ 60,615 $ 444,958 Natural gas sales — 19,314 — 3,301 22,615 Natural gas liquid sales — 28,292 — 4,067 32,359 Royalty income — — 67,983 (67,983 ) — Lease bonus income — — 2,291 (106 ) 2,185 Midstream services — 2,547 — — 2,547 Total revenues — 434,496 70,274 (106 ) 504,664 Costs and expenses: Lease operating expenses — 55,615 — — 55,615 Production and ad valorem taxes — 26,761 4,843 — 31,604 Gathering and transportation — 5,347 287 — 5,634 Midstream services — 2,682 — — 2,682 Depreciation, depletion and amortization — 115,982 17,519 601 134,102 General and administrative expenses 13,540 9,630 3,696 (1,230 ) 25,636 Asset retirement obligation accretion — 673 — — 673 Total costs and expenses 13,540 216,690 26,345 (629 ) 255,946 Income (loss) from operations (13,540 ) 217,806 43,929 523 248,718 Other income (expense) Interest expense (17,133 ) (2,082 ) (1,255 ) — (20,470 ) Other income 1,092 9,480 127 (1,230 ) 9,469 Gain on derivative instruments, net — 71,021 — — 71,021 Total other income (expense), net (16,041 ) 78,419 (1,128 ) (1,230 ) 60,020 Income (loss) before income taxes (29,581 ) 296,225 42,801 (707 ) 308,738 Provision for income taxes 3,536 — — — 3,536 Net income (loss) (33,117 ) 296,225 42,801 (707 ) 305,202 Net income attributable to non-controlling interest — — — 10,524 10,524 Net income (loss) attributable to Diamondback Energy, Inc. $ (33,117 ) $ 296,225 $ 42,801 $ (11,231 ) $ 294,678 Condensed Consolidated Statement of Operations Six Months Ended June 30, 2016 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Revenues: Oil sales $ — $ 151,907 $ — $ 28,438 $ 180,345 Natural gas sales — 6,980 — 1,151 8,131 Natural gas liquid sales — 10,155 — 1,333 11,488 Royalty income — — 30,922 (30,922 ) — Lease bonus income — — 304 (304 ) — Total revenues — 169,042 31,226 (304 ) 199,964 Costs and expenses: Lease operating expenses — 36,900 — — 36,900 Production and ad valorem taxes — 13,416 2,705 — 16,121 Gathering and transportation — 5,042 177 2 5,221 Depreciation, depletion and amortization — 69,235 14,734 (2,029 ) 81,940 Impairment of oil and natural gas properties — 151,699 47,469 — 199,168 General and administrative expenses 14,374 5,173 2,956 — 22,503 Asset retirement obligation accretion — 500 — — 500 Total costs and expenses 14,374 281,965 68,041 (2,027 ) 362,353 Income (loss) from operations (14,374 ) (112,923 ) (36,815 ) 1,723 (162,389 ) Other income (expense) Interest expense (17,702 ) (1,444 ) (886 ) — (20,032 ) Other income 120 524 346 (250 ) 740 Loss on derivative instruments, net — (10,699 ) — — (10,699 ) Total other expense, net (17,582 ) (11,619 ) (540 ) (250 ) (29,991 ) Income (loss) before income taxes (31,956 ) (124,542 ) (37,355 ) 1,473 (192,380 ) Provision for income taxes 368 — — — 368 Net income (loss) (32,324 ) (124,542 ) (37,355 ) 1,473 (192,748 ) Net loss attributable to non-controlling interest — — — (4,346 ) (4,346 ) Net income (loss) attributable to Diamondback Energy, Inc. $ (32,324 ) $ (124,542 ) $ (37,355 ) $ 5,819 $ (188,402 ) Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2017 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (25,139 ) $ 358,123 $ 61,447 $ — $ 394,431 Cash flows from investing activities: Additions to oil and natural gas properties — (291,767 ) — — (291,767 ) Additions to midstream assets — (4,444 ) — — (4,444 ) Purchase of other property and equipment — (13,825 ) — — (13,825 ) Acquisition of leasehold interests — (1,860,980 ) — — (1,860,980 ) Acquisition of mineral interests — — (122,679 ) — (122,679 ) Acquisition of midstream assets — (50,279 ) — — (50,279 ) Proceeds from sale of assets — 1,295 — — 1,295 Funds held in escrow — 121,391 — — 121,391 Equity investments — (188 ) — — (188 ) Intercompany transfers (1,657,407 ) 1,657,407 — — — Net cash used in investing activities (1,657,407 ) (441,390 ) (122,679 ) — (2,221,476 ) Cash flows from financing activities: Proceeds from borrowing on credit facility — 162,000 104,000 — 266,000 Repayment on credit facility — (78,000 ) (143,000 ) — (221,000 ) Debt issuance costs (635 ) (790 ) (180 ) — (1,605 ) Public offering costs (79 ) — (217 ) — (296 ) Proceeds from public offerings — — 147,725 — 147,725 Distribution from subsidiary 40,572 — — (40,572 ) — Exercise of stock options 358 — — — 358 Distribution to non-controlling interest — — (54,695 ) 40,572 (14,123 ) Net cash provided by financing activities 40,216 83,210 53,633 — 177,059 Net decrease in cash and cash equivalents (1,642,330 ) (57 ) (7,599 ) — (1,649,986 ) Cash and cash equivalents at beginning of period 1,643,226 14,135 9,213 — 1,666,574 Cash and cash equivalents at end of period $ 896 $ 14,078 $ 1,614 $ — $ 16,588 Condensed Consolidated Statement of Cash Flows Six Months Ended June 30, 2016 (In thousands) Non– Guarantor Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ (18,829 ) $ 110,609 $ 30,001 $ — $ 121,781 Cash flows from investing activities: Additions to oil and natural gas properties — (149,661 ) — — (149,661 ) Purchase of other property and equipment — (1,224 ) — — (1,224 ) Acquisition of leasehold interests — (17,533 ) — — (17,533 ) Acquisition of mineral interests — — (11,319 ) — (11,319 ) Proceeds from sale of assets — 161 — — 161 Equity investments — (800 ) — — (800 ) Intercompany transfers (60,712 ) 60,712 — — — Net cash used in investing activities (60,712 ) (108,345 ) (11,319 ) — (180,376 ) Cash flows from financing activities: Proceeds from borrowing on credit facility — — 17,000 — 17,000 Repayment on credit facility — (11,000 ) — — (11,000 ) Debt issuance costs — (46 ) (20 ) — (66 ) Public offering costs (179 ) — — — (179 ) Proceeds from public offerings 254,518 — — — 254,518 Distribution from subsidiary 26,560 — — (26,560 ) — Exercise of stock options 498 — — — 498 Distribution to non-controlling interest — — (30,057 ) 26,560 (3,497 ) Intercompany transfers (11,000 ) 11,000 — — — Net cash provided by (used in) financing activities 270,397 (46 ) (13,077 ) — 257,274 Net increase in cash and cash equivalents 190,856 2,218 5,605 — 198,679 Cash and cash equivalents at beginning of period 148 19,428 539 — 20,115 Cash and cash equivalents at end of period $ 191,004 $ 21,646 $ 6,144 $ — $ 218,794 |