The following discussion and analysis should be read in conjunction with the
accompanying financial statements and related notes. The following discussion
contains forward-looking statements that reflect our future plans, estimates,
beliefs and expected performance. The forward-looking statements are dependent
upon events, risks and uncertainties that may be outside our control. Our actual
results could differ materially from those discussed in these forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, market prices for oil and natural gas, lack of
transportation and storage capacity, production volumes, estimates of proved
reserves, capital expenditures, economic and competitive conditions, regulatory
changes and other uncertainties, as well as those factors discussed above in
"Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report
on Form 10-Q (this "Quarterly Report") and under the heading "Item 1A. Risk
Factors" in this Quarterly Report, our Quarterly Report on Form 10-Q for the
three months ended March 31, 2020 and our Annual Report on Form 10-K for the
year ended December 31, 2019 (the "Annual Report"), all of which are difficult
to predict. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed may not occur. We do not undertake any
obligation to publicly update any forward-looking statements except as otherwise
required by applicable law.
Organization
Parsley Energy, Inc. (either individually or together with its subsidiaries, as
the context requires, "we," "us," "our" or the "Company") is an independent oil
and natural gas company focused on the acquisition, development, exploration and
production of unconventional oil and natural gas properties in the Permian
Basin. The Permian Basin is located in west Texas and southeastern New Mexico
and is characterized by high oil and liquids-rich natural gas content, multiple
vertical and horizontal target horizons, extensive production histories,
long-lived reserves and historically high drilling success rates. Our properties
are located in two sub areas of the Permian Basin, the Midland Basin and
Delaware Basin, where, given the associated returns, we focus predominantly on
horizontal development drilling.
Our sole material asset as of September 30, 2020 consisted of 378,610,172 PE
Units and, as the sole managing member, we hold a controlling equity interest in
Parsley Energy, LLC ("Parsley LLC") and manage the business and affairs of
Parsley LLC and its subsidiaries. We consolidate the financial and operating
results of Parsley LLC and its subsidiaries and record noncontrolling interests
for the economic interests in Parsley LLC held by PE Unitholders (other than the
Company).
Outlook
Pioneer Merger
On October 20, 2020, we entered into a definitive merger agreement (the "Pioneer
Merger Agreement" and the transactions contemplated therein, the "Pioneer
Merger") with Pioneer Natural Resources Company, a Delaware corporation (NYSE:
PXD) ("Pioneer") pursuant to which, and subject to the conditions of the Pioneer
Merger Agreement, all outstanding shares of the Company will be acquired by
Pioneer in an all-stock transaction. Under the terms of the Pioneer Merger
Agreement, our stockholders will receive 0.1252 shares of Pioneer common stock
for each share of Parsley Class A common stock, par value $0.01 per share
("Class A common stock"), as well as for each unit of Parsley LLC (each, a "PE
Unit") issued and outstanding immediately prior to the effective time of the
Pioneer Merger (the "Effective Time"). Each share of Parsley Class B common
stock, par value $0.01 per share ("Class B common stock"), will automatically be
canceled for no additional consideration as of the Effective Time, subject to
certain appraisal rights in respect of the Class B common stock set forth in the
Pioneer Merger Agreement. The transaction was approved by the boards of
directors of both companies and is anticipated to close in the first quarter of
2021. The transaction is subject to the receipt of the required approvals from
our stockholders and Pioneer's stockholders, regulatory approvals, and other
customary closing conditions. See Item 1A. Risk Factors for a discussion of
risks related to the Pioneer Merger.
For additional information regarding the Pioneer Merger Agreement and our board
of directors process and rationale for the Pioneer Merger, please see the proxy
statement and other documents filed with the SEC when they become available.
                                       43
--------------------------------------------------------------------------------
  Table of Contents
COVID-19
We anticipate that the current commodity price environment, largely a result of
the ongoing global coronavirus 2019 ("COVID-19") pandemic, will continue to have
a material impact on our business. For risks associated with these and other
factors, see "Item 1A. Risk Factors" in our Quarterly Report for the three
months ended March 31, 2020. As a result of these market conditions, we continue
to take actions necessary to protect our balance sheet to preserve long-term
shareholder value, and are committed to allocating capital based on prevailing
market conditions.
During the first three quarters of 2020, the COVID-19 outbreak spread quickly
across the globe. Federal, state and local governments mobilized to implement
containment mechanisms and minimize impacts to their populations and economies.
Various containment measures, which included the quarantining of cities, regions
and countries, while aiding in the prevention of further outbreak, have resulted
in a severe drop in general economic activity and a resulting decrease in energy
demand. In addition, the global economy has experienced a significant disruption
to global supply chains. Although the intensity of the COVID-19 outbreak has
recently weakened in some areas of the world, leading to the relaxation of
various containment measures and increased economic activity and energy demand,
it has strengthened in other areas of the world; therefore, we expect global
commodity price volatility will continue for the remainder of 2020 and into
2021. At the time of this filing, cases of COVID-19 in the United States remain
high in number, including in Texas, where we conduct all of our operations.
As a producer of oil, natural gas and NGLs, we are recognized as an essential
business under various federal, state and local regulations related to the
COVID-19 pandemic. We have continued to operate as permitted under these
regulations while taking steps to protect the health and safety of our workers.
We have implemented protocols (including, for example, temperature checks,
screening questionnaires, required mask zones and regular equipment
sanitization) to reduce the risk of an outbreak within our field operations, and
these protocols have to date not reduced production or efficiency in a
significant manner. The risks associated with COVID-19 have also impacted our
workforce and the way we meet our business objectives. During the three months
ended September 30, 2020, for example, we restructured our workforce by aligning
employee headcount and office space with our reduced activity levels resulting
from the impact of COVID-19 on oil prices. Notwithstanding this, as of
September 30, 2020, we have been able to maintain a consistent level of
effectiveness through these arrangements, including maintaining our day-to-day
operations, our financial reporting systems and our internal control over
financial reporting.
Nature of Operations
Our Properties
At September 30, 2020, we held 304,118 gross (238,976 net) leasehold acres. Our
identified drilling locations are located in Upton, Reagan, Midland, Howard,
Martin and Glasscock Counties, Texas, in the Midland Basin, and Pecos and
Reeves, Winkler and Ward Counties, Texas, in the Delaware Basin.
As of September 30, 2020, we operated the following wells:
                          Vertical Wells               Horizontal Wells                   Total
Area                 Gross              Net        Gross              Net         Gross            Net
Midland Basin        763               638.8       539               497.7       1,302          1,136.5
Delaware Basin        29                28.2       321               307.2         350            335.4
Total                792               667.0       860               804.9       1,652          1,471.9


As of September 30, 2020, we held an interest in 2,205 gross (1,533.2 net)
wells, including wells that we did not operate.
The table below summarizes the horizontal wells placed on production during the
periods indicated:
                                       44

--------------------------------------------------------------------------------


  Table of Contents
                                                                             Nine Months Ended
                         Three Months Ended September 30, 2020              September 30, 2020
Area                      Gross                             Net          Gross               Net
Midland Basin               15                                11.8        56               49.2
Delaware Basin              11                                11.0        28               27.8
Total                       26                                22.8        84               77.0


How We Evaluate Our Operations
We use a variety of financial and operational metrics to assess the performance
of our oil and natural gas operations, including:
•production volumes;
•realized prices on the sale of oil, natural gas, and NGLs, including the effect
of our commodity derivative contracts;
•lease operating expenses;
•capital expenditures;
•returns on capital invested; and
•certain unit costs.
Sources of Our Revenues
Our production revenues are derived from the sale of our oil and natural gas
production, as well as the sale of NGLs that are extracted from our natural gas
during processing, and do not include the effects of derivatives. Our production
revenues may vary significantly from period to period as a result of changes in
volumes of production sold or changes in commodity prices.
The following table presents the breakdown of our production revenues for the
periods indicated:
                                   Three Months Ended               Nine Months Ended
                                      September 30,                   September 30,
                                     2020             2019            2020            2019
Oil sales                                   86  %     92  %                 89  %     90  %
Natural gas sales                            4  %      2  %                  3  %      2  %
Natural gas liquids sales                   10  %      6  %                  8  %      8  %


Other revenues include fees from third parties, including working interest
owners in our operated wells, and fees relating to our water midstream
operations, as well as easement and other surface use fees charged by our
subsidiary, Parsley Minerals, LLC, to third parties.
Production Volumes
The following table presents production volumes for our properties for the three
and nine months ended September 30, 2020 and 2019:
                                                             Three Months Ended                           Nine Months Ended
                                                               September 30,                                September 30,
                                                        2020                    2019                 2020                    2019
Oil (MBbls)                                            10,213                   8,440               31,978                  23,423
Natural gas (MMcf)                                     18,371                  14,475               51,987                  37,967
Natural gas liquids (MBbls)                             3,581                   2,983               10,807                   8,120
Total (MBoe)                                           16,856                  13,836               51,450                  37,871
Average net production (Boe/d)                            183,217                 150,391              187,774                 138,722


                                       45
--------------------------------------------------------------------------------
  Table of Contents
Production Volumes Directly Impact Our Results of Operations
As reservoir pressures decline, production from a given well or formation
decreases. Growth in our future production and reserves will depend on our
ability to continue to add proved reserves in excess of our production.
Accordingly, we plan to continue adding reserves through the development of our
properties as well as through selective acquisitions. Our ability to add
reserves through development projects and acquisitions is dependent on many
factors, including our ability to raise capital, obtain regulatory approvals,
procure contract drilling rigs and personnel and successfully identify and
consummate acquisitions.
Realized Prices on the Sale of Oil, Natural Gas and NGLs
Historically, oil, natural gas and NGLs prices have been extremely volatile, and
we expect this volatility to continue. Because our production consists primarily
of oil, our production revenues are more sensitive to fluctuations in the price
of oil than they are to fluctuations in the price of natural gas or NGLs. During
2019, the low price for each of NYMEX WTI oil futures and NYMEX Henry Hub gas
futures was $45.41 per barrel and $2.07 per MMBtu, respectively. In contrast,
during the nine months ended September 30, 2020, primarily as a result of the
global outbreak of COVID-19, prices for oil and natural gas declined
significantly, reaching lows of negative $40.32 per barrel for NYMEX WTI oil
futures and $1.43 per MMBtu for NYMEX Henry Hub gas futures. While an April 2020
agreement by OPEC Plus to cut production helped to stabilize commodity prices
during the latter half of the second quarter of 2020, oil prices have remained
depressed. Additionally, on July 15, 2020, OPEC Plus agreed to increase
production by 1.6 million barrels per day starting in August 2020. OPEC Plus is
scheduled to meet again in the fourth quarter of 2020 and it is possible further
production increases may be agreed upon, which would further negatively impact
the price of oil. The decreased demand for oil, as well as the uncertainty
around the extent and timing of an economic recovery, have resulted in continued
market volatility.
To achieve more predictable cash flow and to reduce our exposure to adverse
fluctuations in commodity prices, we enter into derivative arrangements for a
portion of our production, with an emphasis on our oil production. By removing a
portion of price volatility associated with our oil production, we believe we
will mitigate, but not eliminate, the potential negative effects of reductions
in oil prices on our cash flow from operations for the relevant periods. See
  Item 3. Quantitative and Qualitative Disclosures About Market Risk-Commodity
Price Risk   for information regarding our exposure to market risk, including
the effects of changes in commodity prices, and our commodity derivative
contracts.
We expect to use commodity derivative instruments to hedge our price risk in the
future, although our ability to do so economically may be limited in the current
commodities price environment as described in "Item 1A. Risk Factors-Some of our
commodity hedging transactions limit our potential gains or fail to fully
protect us from declines in commodity prices" in our Quarterly Report on Form
10-Q for the three months ended March 31, 2020. Our hedging strategy and future
hedging transactions will be determined at our discretion and may differ from
our historical hedging strategy. We are not under an obligation to hedge a
specific portion of our oil, natural gas or NGLs production. See   Note
4-Derivative Financial Instruments   to our condensed consolidated financial
statements included elsewhere in this Quarterly Report for details regarding the
volumes and terms of our derivative instruments as of September 30, 2020.
We will have recognized the following cumulative gains (losses) in the line item
Gain (loss) on derivatives on our condensed consolidated statements of
operations from net premiums received (paid) or deferred on options that will
settle during the following periods (in thousands):
Q4 2020     $ 7,157
Q1 2021      (2,320)
Q2 2021      (2,324)
Q3 2021      (1,077)
Q4 2021      (1,077)

Total       $   359



                                       46

--------------------------------------------------------------------------------
  Table of Contents
Impairment of Proved Oil and Natural Gas Properties
Proved oil and natural gas properties are reviewed for impairment periodically
or when events and circumstances indicate a possible decline in the
recoverability of the carrying amount of such properties. We estimate the
expected future cash flows of our oil and natural gas properties and compare the
undiscounted cash flows to the carrying amount of the oil and natural gas
properties, on a field by field basis, to determine if the carrying amount is
recoverable. If the carrying amount exceeds the estimated undiscounted future
cash flows, we will write down the carrying amount of the oil and natural gas
properties to estimated fair value.
As discussed above, the commodity price volatility associated with the ongoing
effects of COVID-19 have impacted, among other things, our operations, future
development plans and expected future cash flows. As a result of these impacts,
the carrying amount of certain of our proved oil and natural gas properties
exceeded their expected undiscounted future cash flows as of March 31, 2020. The
carrying amount of our proved oil and natural gas properties did not exceed
their expected undiscounted future cash flows as of September 30, 2020.
The key assumptions used to determine our expected undiscounted future cash
flows include, but are not limited to, future commodity prices, price
differentials, future production estimates, estimated future capital
expenditures and estimated future operating expenses. The significant decline in
commodity prices and the ongoing effects of COVID-19 have resulted in business
and operational changes impactful to each of the key assumptions mentioned
above.
We evaluate future commodity pricing for oil and NGLs based on five-year NYMEX
WTI futures prices and future commodity pricing for natural gas based on
five-year NYMEX Henry Hub futures prices, each of which decreased from
September 30, 2019 to September 30, 2020. The estimated decrease in value of
undiscounted future cash flows from September 30, 2019 to September 30, 2020 is
primarily due to decreased commodity prices.
As part of our period end reserves estimation process for future periods, we
expect changes in the key assumptions used, which could be significant,
including updates to future pricing estimates and differentials, updates to
future production estimates to align with our anticipated five-year drilling
plan and changes in our capital costs and operating expense assumptions. There
is a significant degree of uncertainty with respect to the assumptions used to
estimate undiscounted future cash flows due to, but not limited to, the risk
factors referred to in "Item 1A. Risk Factors" included in our Quarterly Report
on Form 10-Q for the three months ended March 31, 2020 and in the Annual Report.
We estimated the fair value of the applicable asset group by discounting the
estimated future cash flows using discount rates and other assumptions that
market participants would use in their estimates of fair value. As a result, we
recognized a non-cash charge against earnings of $4.4 billion during the nine
months ended September 30, 2020. Of this amount, $3.1 billion and $1.3 billion
were attributable to properties in our Midland and Delaware Basin areas,
respectively. No such charges were recorded during the three months ended
September 30, 2020 or the three and nine months ended September 30, 2019. At
September 30, 2020, following the recognition of impairment in our significant
fields that comprise 100% of our carrying value, our expected undiscounted
future cash flows exceeded the carrying value of our proved oil and natural gas
properties by an average of 122% per field and, individually, by a minimum of
104%.
As a result of the demand impacts associated with the global COVID-19 pandemic,
we may experience additional proved and unproved impairments in the future if
commodity prices decline from current levels or remain low for a prolonged
period of time. In addition, negative changes in price differentials or
increases in capital or operating costs could also negatively impact the
estimated future undiscounted cash flows related to our proved oil and natural
gas properties, which could result in additional future impairment. Reserve
estimates and related impairments of proved and unproved properties are
difficult to predict in a volatile price environment. However, a decrease of 10%
in estimated future pricing of oil and natural gas commodities as of
September 30, 2020 would not have resulted in the carrying value of our oil and
natural gas properties exceeding the estimated future undiscounted cash flows.
Factors Affecting the Comparability of Our Financial Condition and Results of
Operations
Our historical financial condition and results of operations for the periods
presented may not be comparable, either from period to period or going forward,
for the following reasons:
                                       47
--------------------------------------------------------------------------------
  Table of Contents
Capital Expenditures
Our drilling, completions and infrastructure activities are capital intensive
and require us to make substantial capital expenditures, which vary from year to
year. For further information about our capital expenditures, see "-Capital
Requirements and Sources of Liquidity."
The following table sets forth our capital expenditures for drilling,
completions and infrastructure for the periods indicated (in thousands):
                           Three Months Ended             Nine Months Ended
                             September 30,                  September 30,
                          2020           2019           2020            2019

Capital expenditures   $  84,899      $ 318,293      $ 527,981      $ 1,096,611



Results of Operations
Production Revenues
The following table provides the components of our production revenues for the
periods indicated, as well as each period's respective average prices and
production volumes:
                                                 Three Months Ended                       Nine Months Ended
                                                    September 30,                           September 30,
                                               2020               2019                2020                 2019
Production revenues (in thousands):
Oil sales                                  $ 379,804          $ 465,549          $ 1,089,423          $ 1,292,563
Natural gas sales                             18,729              8,566               35,966               23,159
Natural gas liquids sales                     46,095             33,041               96,894              115,138
Total production revenues                  $ 444,628          $ 507,156

$ 1,222,283 $ 1,430,860



Average realized prices(1):
Oil, without realized derivatives (per                                           $     34.07          $     55.18
Bbls)                                      $   37.19          $   55.16
Oil, with realized derivatives (per Bbls)      35.73              54.12                39.21                53.12
Natural gas, without realized derivatives                                               0.69                 0.61
(per Mcf)                                       1.02               0.59
Natural gas, with realized derivatives                                                  0.70                 0.70
(per Mcf)                                       0.92               0.64
Natural gas liquids (per Bbls)                 12.87              11.08                 8.97                14.18
Average price per Boe, without realized                                                23.76                37.78
derivatives                                    26.38              36.65
Average price per Boe, with realized                                                   26.95                36.60
derivatives                                    25.38              36.07

Production:
Oil (MBbls)                                   10,213              8,440                  31,978               23,423
Natural gas (MMcf)                            18,371             14,475                  51,987               37,967
Natural gas liquids (MBbls)                    3,581              2,983                  10,807             8,120
Total (MBoe)                                  16,856             13,836               51,450               37,871

Average daily production volume:
Oil (Bbls)                                   111,011             91,739              116,708               85,799
Natural gas (Mcf)                            199,685            157,337              189,734              139,073
Natural gas liquids (Bbls)                    38,924             32,424               39,442               29,744
Total (Boe)                                  183,217            150,391                 187,774              138,722



                                       48

--------------------------------------------------------------------------------

Table of Contents

(1) Average prices shown in the table reflect prices both before and after the effects of

our realized commodity hedging transactions. Our calculation of such effects includes

both realized gains and losses on cash settlements for commodity derivative

transactions and premiums paid or received on options that settled during the period.




The table below shows, for the periods indicated, our average realized oil price
as a percentage of the average NYMEX oil price, our average realized natural gas
price as a percentage of the average NYMEX gas price, and our average realized
NGLs price as a percentage of the average NYMEX oil price. Management uses the
realized price to NYMEX margin analysis to analyze trends in our oil, natural
gas and NGLs revenues. Our realized oil, natural gas and NGLs prices are
generally the actual prices that we realize at or near the wellhead, adjusted
for quality, transportation fees and costs, differentials, marketing premiums or
deductions and other factors that affect the price received at the wellhead.
During the three and nine months ended September 30, 2020, the majority of our
oil production was sold at NYMEX WTI and the majority of our natural gas
production was sold at Waha Hub prices; however, during the nine months ended
September 30, 2020, we entered into certain short-term, fixed price agreements
accounting for approximately 64% of our oil production in May 2020 and
approximately 76% of our oil production in June 2020.
                                                      Three Months Ended                   Nine Months Ended
                                                         September 30,                       September 30,
                                                    2020              2019              2020              2019
Average realized oil price ($/Bbl)               $  37.19          $  55.16          $  34.07          $  55.18
Average NYMEX ($/Bbl)                            $  40.94          $  56.45          $  38.30          $  57.06
Differential to NYMEX                            $  (3.75)         $  (1.29)         $  (4.23)         $  (1.88)
Average realized oil price as a percentage of
average NYMEX oil price                                91  %             98  %             89  %             97  %

Average realized natural gas price ($/Mcf) $ 1.02 $ 0.59

$   0.69          $   0.61
Average NYMEX ($/Mcf)                            $   2.12          $   2.33          $   1.91          $   2.57
Differential to NYMEX                            $  (1.10)         $  (1.74)         $  (1.22)         $  (1.96)
Average realized natural gas price as a
percentage of average NYMEX gas price                  48  %             25  %             36  %             24  %
Average realized NGLs price ($/Bbl)              $  12.87          $  11.08          $   8.97          $  14.18
Average NYMEX ($/Bbl)                            $  40.94          $  56.45          $  38.30          $  57.06
Differential to NYMEX                            $ (28.07)         $ (45.37)         $ (29.33)         $ (42.88)
Average realized NGLs price as a percentage of
average NYMEX oil price                                31  %             20  %             23  %             25  %


As reflected in the table above, the price differentials between our average
realized oil price and the average NYMEX oil price were wider during the three
and nine months ended September 30, 2020 than during the three and nine months
ended September 30, 2019. Widened oil and natural gas basis differentials during
the three and nine months ended September 30, 2020 were largely due to entering
into the fixed price agreements, described above, covering a portion of our oil
production in May and June 2020, and concurrently terminating or restructuring
certain derivative positions, as discussed in   Note-4 Derivative Financial
Instruments   to our condensed consolidated financial statements included
elsewhere in this Quarterly Report.
Oil, natural gas and NGLs revenues. Our oil, natural gas and NGLs revenues
decreased by $62.5 million, or 12%, to $444.6 million for the three months ended
September 30, 2020 from $507.2 million for the three months ended September 30,
2019.
As shown in the following tables, from the three months ended September 30, 2019
to the three months ended September 30, 2020, the net dollar effect of the
increase in average realized natural gas and NGLs prices and decrease in average
realized oil was $169.2 million and the net dollar effect of the increase in
production volumes of oil, natural gas and NGLs was $106.7 million.
                                       49

--------------------------------------------------------------------------------

Table of Contents


                                                                 Three months ended
                                      Change in average          September 30, 2020          Total net dollar effect
                                      realized prices(1)        production volumes(2)               of change
Effect of change in average realized
prices:                                                            (in thousands)                 (in thousands)
Oil                                   $        (17.97)                   10,213              $            (183,543)
Natural gas                                      0.43                    18,371                              7,857
Natural gas liquids                              1.79                     3,581                              6,430
Total revenues due to change in
average realized prices                                                                      $            (169,256)



                                                                      Three months
                                                                          ended
                                                                      September 30,
                                                                      2019 average
                                        Change in production            realized            Total net dollar effect
                                             volumes(2)                 prices(1)                  of change
Effect of change in production volumes:    (in thousands)                                       (in thousands)
Oil                                               1,773             $        55.16          $             97,798
Natural gas                                       3,896                       0.59                         2,306
Natural gas liquids                                 598                      11.08                         6,624
Total revenues due to change in
production volumes                                                                          $            106,728





(1)   Oil and NGLs average realized prices are shown per Bbl and natural gas
prices are shown per Mcf.
(2)   Oil and NGLs production volumes are shown in MBbls and natural gas
production volumes are shown in MMcf.
Our oil, natural gas and NGLs revenues decreased by $208.6 million, or 15%, to
$1,222.3 million for the nine months ended September 30, 2020 from $1,430.9
million for the nine months ended September 30, 2019.
As shown in the following tables, from the nine months ended September 30, 2019
to the nine months ended September 30, 2020, the net dollar effect of the
decrease in average realized oil and NGLs prices and increase in average
realized natural gas prices was $727.3 million and the net dollar effect of the
increase in production volumes of oil, natural gas and NGLs was $518.7 million.
                                                                  Nine months ended
                                      Change in average          September 30, 2020          Total net dollar effect
                                      realized prices(1)        production volumes(2)               of change
Effect of change in average realized
prices:                                                            (in thousands)                 (in thousands)
Oil                                   $        (21.11)                   31,978              $            (675,235)
Natural gas                                      0.08                    51,987                              4,256
Natural gas liquids                             (5.21)                   10,807                            (56,344)
Total revenues due to change in
average realized prices                                                                      $            (727,323)



                                       50

--------------------------------------------------------------------------------


  Table of Contents
                                                                    Nine months ended
                                                                      September 30,
                                                                      2019 average
                                        Change in production            realized            Total net dollar effect
                                             volumes(2)                 prices(1)                  of change
Effect of change in production volumes:    (in thousands)                                       (in thousands)
Oil                                               8,555             $        55.18          $            472,095
Natural gas                                      14,020                       0.61                         8,551
Natural gas liquids                               2,687                      14.18                        38,100
Total revenues due to change in
production volumes                                                                          $            518,746





(1)   Oil and NGLs average realized prices are shown per Bbl and natural gas
prices are shown per Mcf.
(2)   Oil and NGLs production volumes are shown in MBbls and natural gas
production volumes are shown in MMcf.
Other revenues
Other revenues decreased by $0.2 million to $2.8 million for the three months
ended September 30, 2020 from $3.0 million for the three months ended
September 30, 2019. The decrease is predominantly associated with decreased
income from our water midstream operations.
Other revenues increased by $4.6 million to $10.1 million for the nine months
ended September 30, 2020 from $5.5 million for the nine months ended September
30, 2019. The increase is also predominantly associated with increased income
from our water midstream operations.
                                       51
--------------------------------------------------------------------------------
  Table of Contents
Operating expenses
The following table summarizes our operating expenses for the periods indicated:
                                                     Three Months Ended                      Nine Months Ended
                                                        September 30,                          September 30,
                                                   2020               2019                2020                2019
Operating expenses (in thousands):
Lease operating expenses                       $  53,696          $  45,719          $   188,853          $ 129,587
Transportation and processing costs               22,182             12,052               50,942             26,917
Production and ad valorem taxes                   31,709             38,235               92,254             96,386
Depreciation, depletion and amortization         128,045            211,737              530,190            584,023
General and administrative expenses(1)            33,282             36,718              106,052            109,662
Exploration and abandonment costs                  7,983             11,988              571,616             35,054
Impairment                                             -                  -            4,374,253                  -
Acquisition costs                                    278                  -               15,296                  -
Accretion of asset retirement obligations            497                373                1,414              1,071
Rig termination costs                               (202)                 -               14,904                  -
Loss (gain) on sale of property                      357             (1,887)                 332             (1,887)
Restructuring and other termination costs(2)       8,134                  -               45,431              1,562
Other operating expenses                           5,202              2,175               16,802              3,563
Total operating expenses                       $ 291,163          $ 357,110          $ 6,008,339          $ 985,938

Expense per Boe:
Lease operating expenses                       $    3.19          $    3.30          $      3.67          $    3.42
Transportation and processing costs                 1.32               0.87                 0.99               0.71
Production and ad valorem taxes                     1.88               2.76                 1.79               2.55
Depreciation, depletion and amortization            7.60              15.30                10.30              15.42
General and administrative expenses                 1.97               2.65                 2.06               2.90
Exploration and abandonment costs                   0.47               0.87                11.11               0.93
Impairment                                             -                  -                85.02                  -
Acquisition costs                                   0.02                  -                 0.30                  -
Accretion of asset retirement obligations           0.03               0.03                 0.03               0.03
Rig termination costs                              (0.01)                 -                 0.29                  -
Loss (gain) on sale of property                     0.02              (0.14)                0.01              (0.05)
Restructuring and other termination costs           0.48                  -                 0.88               0.04
Other operating expenses                            0.31               0.16                 0.33               0.09
Total operating expenses per Boe               $   17.28          $   25.80          $    116.78          $   26.04





(1) General and administrative expenses include stock-based compensation expense
of $6.6 million and $19.6 million for the three and nine months ended
September 30, 2020, respectively, and $5.2 million and $15.5 million for the
three and nine months ended September 30, 2019, respectively.
(2) Restructuring and other termination costs include stock-based compensation
expense of $4.8 million for the nine months ended September 30, 2020 related to
accelerated vesting, which occurred as a result of our acquisition of Jagged
Peak Energy Inc. ("Jagged Peak") in January 2020 (the "Jagged Peak
Acquisition"). There was no such activity for the three months ended
September 30, 2020 or the three and nine months ended September 30, 2019.
                                       52
--------------------------------------------------------------------------------
  Table of Contents
Lease operating expenses. Lease operating expenses were $53.7 million and $188.9
million for the three and nine months ended September 30, 2020, respectively,
and $45.7 million and $129.6 million for the three and nine months ended
September 30, 2019, respectively. These period-over-period increases are
primarily due to an increase in the size of our asset base, the majority of
which is associated with the Jagged Peak Acquisition.
On a per Boe basis, lease operating expenses decreased $0.11 per Boe, or 3%, to
$3.19 for the three months ended September 30, 2020 from $3.30 for the three
months ended September 30, 2019. The decrease in lease operating expense per Boe
is primarily attributable to production volume growth, paired with a
comprehensive supply chain outreach on key spend categories.
Lease operating expenses increased $0.25 per Boe, or 7%, to $3.67 for the nine
months ended September 30, 2020 from $3.42 for the nine months ended
September 30, 2019. This increase in lease operating expenses per Boe is
primarily attributable to the acquired Jagged Peak properties discussed above,
partially offset by increased production volumes.
Transportation and processing costs. Transportation and processing costs, which
represent third-party costs related to certain of our natural gas and NGLs
marketing and processing agreements, were $22.2 million and $50.9 million for
the three and nine months ended September 30, 2020, respectively, and $12.1
million and $26.9 million for the three and nine months ended September 30,
2019, respectively. These period-over-period increases are primarily due to the
increase in production period-over-period, as well as transportation and
fractionation charges and other fees. On a per Boe basis, transportation and
processing costs were $1.32 and $0.99 for the three and nine months ended
September 30, 2020, respectively, and $0.87 and $0.71 for the three and nine
months ended September 30, 2019, respectively. The increases in transportation
and processing costs per Boe for the three and nine months ended September 30,
2020, as compared to the three and nine months ended September 30, 2019, are
primarily attributable to increased transportation and fractionation charges and
other fees.
Production and ad valorem taxes. Production and ad valorem taxes were $31.7
million and $92.3 million for the three and nine months ended September 30,
2020, respectively, and $38.2 million and $96.4 million for the three and nine
months ended September 30, 2019, respectively. On a per Boe basis, production
and ad valorem taxes decreased to $1.88 per Boe for the three months ended
September 30, 2020 from $2.76 per Boe for the three months ended September 30,
2019 and to $1.79 per Boe for the nine months ended September 30, 2020 from
$2.55 per Boe for the nine months ended September 30, 2019.
Overall, for the three and nine months ended September 30, 2020, as compared to
the same periods in 2019, production and ad valorem taxes decreased by
approximately $6.5 million and $4.1 million, respectively, predominately as a
result of decreased oil, natural gas and NGLs prices offset by increased
production volumes.
Depreciation, depletion and amortization. Depreciation, depletion and
amortization ("DD&A") expense was $128.0 million and $530.2 million for the
three and nine months ended September 30, 2020, respectively, and $211.7 million
and $584.0 million for the three and nine months ended September 30, 2019,
respectively.
The decrease in DD&A during the three months ended September 30, 2020, as
compared to the three months ended September 30, 2019, is primarily attributable
to the decrease in costs subject to depletion as a result of the impairment of
our proved oil and natural gas properties recorded in the first quarter of 2020,
as discussed in   Note 5-Property, Plant and Equipment   to our condensed
consolidated financial statements included elsewhere in this Quarterly Report,
offset by a 22% increase in production during the three months ended
September 30, 2020 as compared to the three months ended September 30, 2019.
The decrease in DD&A during the nine months ended September 30, 2020, as
compared to the nine months ended September 30, 2019, is largely attributable to
to the decrease in costs subject to depletion as a result of the impairment of
our proved oil and natural gas properties recorded in the first quarter of 2020,
as discussed in   Note 5-Property, Plant and Equipment   to our condensed
consolidated financial statements included elsewhere in this Quarterly Report,
offset by a 36% increase in production during the nine months ended
September 30, 2020, as compared to the same period in 2019.
On a per Boe basis, DD&A expense decreased to $7.60 per Boe during the three
months ended September 30, 2020 from $15.30 per Boe during the three months
ended September 30, 2019. This period-over-period decrease was primarily
attributable to the decrease in costs subject to depletion as a result of the
impairment of our
                                       53
--------------------------------------------------------------------------------
  Table of Contents
proved oil and natural gas properties, recorded in the first quarter of 2020, as
discussed in   Note 5-Property, Plant and Equipment   to our condensed
consolidated financial statements included elsewhere in this Quarterly Report.
DD&A expense decreased to $10.30 per Boe for the nine months ended September 30,
2020 from $15.42 per Boe for the nine months ended September 30, 2019, primarily
due to the increase in total proved and proved developed reserves as discussed
above.
General and administrative expenses. General and administrative expenses were
$33.3 million and $106.1 million during the three and nine months ended
September 30, 2020, respectively, and $36.7 million and $109.7 million during
the three and nine months ended September 30, 2019, respectively.
On a per Boe basis, general and administrative expenses were $1.97 and $2.06 for
the three and nine months ended September 30, 2020, respectively, and $2.65 and
$2.90 for the three and nine months ended September 30, 2019, respectively.
These period-over-period decreases are a result of production volume growth
outpacing general and administrative expenses.
Exploration and abandonment costs. The following table provides a breakdown of
exploration and abandonment costs incurred for the periods indicated (in
thousands):
                                                Three Months Ended            Nine Months Ended
                                                  September 30,                 September 30,
                                                2020           2019          2020           2019

Leasehold abandonments and impairments $ 7,933 $ 11,885 $ 564,445 $ 34,074 Geological and geophysical costs

                    50           103          7,171           972

Other                                                -             -              -             8

Total exploration and abandonment costs $ 7,983 $ 11,988 $ 571,616 $ 35,054




During the three and nine months ended September 30, 2020, we recognized
leasehold abandonment and impairment charges of approximately $7.9 million and
$564.4 million, respectively, as compared to $11.9 million and $34.1 million
during the three and nine months ended September 30, 2019, respectively.
During the nine months ended September 30, 2020, we recorded $531.1 million of
leasehold abandonment and impairment charges associated with the probable loss
of held-by-production operated and non-operated acreage due to shutting-in
vertical wells with modest production or because we believe the applicable
operator has no current plans to drill or extend the applicable leases prior to
their expiration. Additionally, during the nine months ended September 30, 2020,
we recorded non-cash leasehold abandonment and impairment charges of $13.0
million relating to acreage expiring in future years and $20.3 million
associated with leases expiring during the current year, in each case because we
have no current plans to drill or extend the leases prior to their expiration.
During the three and nine months ended September 30, 2020, we incurred
geological and geophysical expenses of $0.1 million and $7.2 million,
respectively, as compared to $0.1 million and $1.0 million, respectively, for
the three and nine months ended September 30, 2019. Our geological and
geophysical expenses consist of the costs of acquiring and processing seismic
data, geophysical data and core analysis, primarily relating to geoscientific
analysis of our acreage. The increase in geological and geophysical expenses for
the nine months ended September 30, 2020, as compared to the nine months ended
September 30, 2019, is primarily due to transfer fees and costs relating to the
acquisition of seismic data in connection with the Jagged Peak Acquisition.
We recognized other exploration costs of $8.0 thousand during the nine months
ended September 30, 2019, which includes research and other similar costs. There
were no such costs incurred during the three and nine months ended September 30,
2020 or the three months ended September 30, 2019.
Impairment. As a result of the carrying amount of certain of our proved oil and
natural gas properties being less than their expected undiscounted future cash
flows, we recognized a non-cash charge against earnings of $4.4 billion during
the nine months ended September 30, 2020, as discussed in more detail in   Note
16-Disclosures About Fair Value   to our condensed consolidated financial
statements included elsewhere in this Quarterly Report. There were no such costs
for the three and nine months ended September 30, 2019 or during the three
months ended September 30, 2020.
                                       54
--------------------------------------------------------------------------------
  Table of Contents
Acquisition costs. During the three and nine months ended September 30, 2020, we
incurred $0.3 million and $15.3 million, respectively, in acquisition costs.
These acquisition costs primarily relate to the Jagged Peak Acquisition and
include non-recurring legal costs, advisory costs, accounting and valuation
costs, consulting costs and other general and administrative expenses directly
associated with the acquisition. During the three and nine months ended
September 30, 2019, we incurred no such acquisition costs.
Rig termination costs. During the nine months ended September 30, 2020, we
incurred charges of $14.9 million to terminate third-party drilling rig
agreements. There were no such charges during the nine months ended
September 30, 2019.
Restructuring and other termination costs. During the three months ended
September 30, 2020, we incurred $8.1 million of restructuring and other
termination costs as part of our effort to align employee headcount and office
space with our reduced activity levels as a result of the impact of COVID-19 on
oil prices. During the nine months ended September 30, 2020, we incurred
one-time restructuring and other termination costs of $45.4 million, primarily
associated with the Jagged Peak Acquisition. During the nine months ended
September 30, 2019, we incurred one-time restructuring and other termination
costs of $1.6 million as part of our efforts to reduce future general and
administrative expenses, which included a reduction in employee headcount. There
were no such costs incurred during the three months ended September 30, 2019.
Other operating expenses. Other operating expenses were $5.2 million and $16.8
million for the three and nine months ended September 30, 2020, respectively,
and $2.2 million and $3.6 million for the three and nine months ended
September 30, 2019, respectively. The increases period over period are related
to increased idle charges and increased expenses related to our water midstream
operations. During the three and nine months ended September 30, 2020, other
operating expenses included $1.5 million and $11.2 million, respectively, in
idle charges resulting from terminated or modified third-party drilling rig
agreements as compared to $2.2 million and $3.6 million, respectively, during
the three and nine months ended September 30, 2019. Other operating expenses
related to our water midstream operations during the three and nine months ended
September 30, 2020 were $4.0 million and $5.1 million, respectively.
Other (expense) income
The following table summarizes our other income and expenses for the periods
indicated:
                                                      Three Months Ended                      Nine Months Ended
                                                        September 30,                           September 30,
                                                   2020                2019               2020                2019
Other (expense) income (in thousands):
Interest expense, net                          $  (40,456)         $ (33,578)         $ (122,589)         $ (100,177)
Gain (loss) on early extinguishment of debt            56                  -             (21,037)                  -
(Loss) gain on derivatives                        (87,021)            56,552             178,665             (43,574)
Change in TRA liability                                 -                  -              70,529                   -
Interest income                                        16                216                 285                 610
Other expense                                        (928)            (1,678)             (4,794)               (905)
Total other (expense) income, net              $ (128,333)         $  

21,512 $ 101,059 $ (144,046)




Interest expense, net. Interest expense, net was $40.5 million and $122.6
million for the three and nine months ended September 30, 2020, respectively,
and $33.6 million and $100.2 million for the three and nine months ended
September 30, 2019, respectively. The increase during the three and nine months
ended September 30, 2020, as compared to the three and nine months ended
September 30, 2019, is primarily due to the assumption of the 5.875% senior
notes due 2026 (the "2026 Notes") in connection with the Jagged Peak Acquisition
and increased borrowings under the Revolving Credit Agreement, as discussed in
  Note 8-Debt   to our condensed consolidated financial statements included
elsewhere in this Quarterly Report.
Gain (loss) on early extinguishment of debt. During the three months ended
September 30, 2020, we recorded gain on early extinguishment of debt of $0.1
million related to the open market acquisition and cancellation of $2.0 million
aggregate principal amount of our 5.250% senior unsecured notes due 2025 (the
"New 2025 Notes"), as discussed in   Note 8-Debt   to our condensed consolidated
financial statements included elsewhere in this
                                       55
--------------------------------------------------------------------------------
  Table of Contents
Quarterly Report. During the nine months ended September 30, 2020, we recorded a
$21.0 million loss on early extinguishment of debt primarily due to our
redemption of $400.0 million in aggregate principal amount of outstanding 6.250%
senior unsecured notes due 2024. No such expenses were incurred for the three
and nine months ended September 30, 2019.
(Loss) gain on derivatives. We recognized a loss on derivatives of $87.0 million
and a gain on derivatives of $178.7 million during the three and nine months
ended September 30, 2020, respectively, as compared to a gain on derivatives of
$56.6 million and a loss on derivatives of $43.6 million for the three and nine
months ended September 30, 2019, respectively. The change in (loss) gain on
derivatives for each of the periods is attributable to changes in commodity
prices as well as the restructuring of our hedge portfolio during the nine
months ended September 30, 2020. Where applicable, a decrease in the value of
our commodity portfolio is generally attributable to higher commodity prices
and, conversely, an increase in the value of our commodity portfolio is
generally attributable to lower commodity prices.
Change in TRA liability. We recorded $70.5 million during the nine months ended
September 30, 2020 associated with the write-off of our TRA liability primarily
resulting from a valuation allowance recorded against the associated deferred
tax asset. There was no such income recorded during the three months ended
September 30, 2020 or the three and nine months ended September 30, 2019.
Interest income. Interest income was $16.0 thousand and $0.3 million during the
three and nine months ended September 30, 2020, respectively, and $0.2 million
and $0.6 million during the three and nine months ended September 30, 2019,
respectively.
Other expense. Other expense was $0.9 million and $4.8 million for the three and
nine months ended September 30, 2020, respectively, as compared to $1.7 million
and $0.9 million for the three and nine months ended September 30, 2019,
respectively. The increase in other expense for the nine months ended
September 30, 2020, as compared to the same period in 2019, is attributable to a
$1.7 million adjustment to reduce the carrying value of certain other property,
plant and equipment, a $3.4 million decrease in income from our equity
investment in Spraberry Production Services, LLC and a $1.3 million decrease in
other miscellaneous expenses.
Income Tax (Expense) Benefit
During the three and nine months ended September 30, 2020, we recognized income
tax expense of $3.1 million and income tax benefit of $574.0 million,
respectively, as compared to income tax expense of $35.0 million and $59.8
million during the three and nine months ended September 30, 2019, respectively.
During the nine months ended September 30, 2020, we recognized impairment of
proved oil and natural gas properties of $4.4 billion and leasehold abandonment
and impairment of unproved oil and natural gas properties of $564.4 million. As
a result, the deferred tax balance changed from net deferred tax liabilities to
net deferred tax assets, which resulted in the establishment of a valuation
allowance against the net deferred tax assets. We recognized the valuation
allowance as a discrete item in our estimated annual effective tax rate as
discussed in   Note 11-Income Taxes   to our condensed consolidated financial
statements included elsewhere in this Quarterly Report.
The increase in income tax benefit during the nine months ended September 30,
2020, as compared to the nine months ended September 30, 2019, is predominately
associated with the valuation allowance recorded against our net deferred tax
asset balance, as discussed above.
Capital Requirements and Sources of Liquidity
The following table sets forth our capital expenditures for drilling,
completions and infrastructure for the periods indicated (in thousands):
                                                      Three Months Ended September                 Nine Months Ended
                                                                   30,                               September 30,
                                                         2020               2019               2020                2019

Capital expenditures                                 $  84,899          $ 318,293          $ 527,981          $ 1,096,611



Our 2020 budget for capital development expenditures is between $650 million and
$700 million, of which approximately $625 million to $675 million is expected to
be used for drilling, completions and equipment, and approximately $25 million
is expected to be used for infrastructure and other expenditures. We expect
                                       56
--------------------------------------------------------------------------------
  Table of Contents
approximately 40% to 50% of the 2020 budget to be associated with drilling and
completions for proved undeveloped reserves as of December 31, 2019.
Our capital budget excludes any amounts that may be paid for acquisitions. The
amount and timing of capital expenditures during the remainder of 2020 is
largely discretionary and within our control and will depend, in large part, on
commodity prices. 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 working interest owners.
Based upon current oil and natural gas price expectations for fiscal year 2020,
we believe that our cash on hand, cash flow from operations and borrowings under
the Revolving Credit Agreement will be sufficient to fund our operations through
2020. As of September 30, 2020, our liquidity was as follows (in millions):
                 Cash and cash equivalents                 $   4.7

                 Revolving Credit Agreement availability     763.0
                 Liquidity                                 $ 767.7


Future cash flows are subject to a number of variables, including the level of
oil and natural gas production and prices, our commodity derivative contracts
and the extent to which our production is hedged and the significant capital
expenditures required to more fully develop our properties. For example, we
expect a portion of our future capital expenditures to be financed with cash
flows from operations derived from wells drilled in drilling locations not
associated with proved reserves on our December 31, 2019 reserve report. The
failure to achieve anticipated production and cash flows from operations from
such wells could result in a reduction in future capital spending. Further, our
capital expenditure budget for 2020 does not allocate any amounts for
acquisitions of oil and natural gas properties. In the event we make additional
acquisitions and the amount of capital required is greater than the amount we
have available for acquisitions at that time, we could be required to reduce the
expected level of capital expenditures or seek additional capital. If we require
additional capital for that or other reasons, we may seek such capital through
reserve base borrowings, joint venture partnerships, production payment
financings, asset sales, offerings of debt or equity securities or other means.
We cannot assure you that needed capital will be available on acceptable terms
or at all, particularly in light of current market conditions. If we are unable
to obtain funds when needed or on acceptable terms, we may be required to
further curtail our current drilling programs, which could result in a loss of
acreage through lease expirations. In addition, we may not be able to complete
acquisitions that may be favorable to us or finance the capital expenditures
necessary to replace our reserves. We may from time to time seek to retire or
purchase our outstanding debt through cash purchases or exchanges for other debt
or equity securities, in open market purchases, privately negotiated
transactions or otherwise. Such repurchases or exchanges, if any, will depend on
prevailing market conditions, our liquidity requirements, contractual
restrictions and other factors.
Dividends
The following table sets forth information with respect to cash dividends and
distributions declared by our board of directors during the nine months ended
September 30, 2020 and the year ended December 31, 2019:
                                                                                                                                          Total Dividend/Distribution
                                                                                                           Dividend/Distribution                  Payment(3)
     Declaration Date(1)                    Record Date                      Payment Date                        Amount(2)                      (in thousands)
August 26, 2019                     September 20, 2019                September 30, 2019                $                   0.03          $                  9,547
November 5, 2019                    December 10, 2019                 December 20, 2019                 $                   0.03          $                  9,548
January 23, 2020                    March 10, 2020                    March 20, 2020                    $                   0.05          $                 20,786
May 4, 2020                         June 9, 2020                      June 19, 2020                     $                   0.05          $                 20,801
August 5, 2020                      September 8, 2020                 September 18, 2020                $                   0.05          $                 20,779





(1)   On October 28, 2020, our board of directors declared a cash dividend of
$0.05 per share of Class A common stock and, in its capacity as the managing
member of Parsley LLC, a corresponding distribution of $0.05 per
                                       57
--------------------------------------------------------------------------------
  Table of Contents
PE Unit, payable on December 18, 2020 to holders of Class A common stock and PE
Unitholders of record as of December 8, 2020. The portion of the Parsley LLC
distribution attributable to PE Units held by the Company will be used to fund
the quarterly dividend on issued and outstanding shares of Class A common
stock.
(2)   Per share of Class A common stock and per PE Unit. The portion of the
Parsley LLC distribution attributable to PE Units held by the Company was used
to fund the quarterly dividend on issued and outstanding shares of Class A
common stock.
(3)   Reflects total cash dividend and distribution payments made, or to be
made, to holders of Class A common stock and PE Unitholders (other than the
Company) as of the applicable record date (net of forfeited dividends on
forfeited shares and share equivalents).
The decision to pay any future dividends is solely within the discretion of, and
subject to approval by, our board of directors. Our board of directors'
determination with respect to any such dividends, including the record date, the
payment date and the actual amount of the dividend, will depend upon our results
of operations, financial condition, liquidity, capital requirements, contractual
restrictions, restrictions imposed by applicable law and other factors that the
board deems relevant at the time of such determination. In addition, our debt
agreements and the Parsley LLC Agreement place certain restrictions on Parsley
LLC's ability to distribute cash to PE Unitholders (including to us to fund
dividends to holders of Class A common stock).
Cash Flows
The following table summarizes our cash flows for the periods indicated (in
thousands):
                                                                  Nine Months Ended September 30,
                                                                    2020                     2019
Net cash provided by operating activities                    $        761,066          $     941,300
Net cash used in investing activities                                (603,781)            (1,096,990)
Net cash used in financing activities                                (173,362)                (2,866)


Cash flows provided by operating activities. Net cash provided by operating
activities was approximately $761.1 million and $941.3 million for the nine
months ended September 30, 2020 and 2019, respectively. Net cash provided by
operating activities decreased primarily due to a $204.0 million decrease in
total revenues due to lower average realized commodity prices during the nine
months ended September 30, 2020 as compared to the nine months ended
September 30, 2019, offset by increased production volumes. Cash based operating
expenses increased $158.7 million, offset by a $224.0 million increase
associated with cash received from derivatives, in each case, during the nine
months ended September 30, 2020 as compared to the nine months ended
September 30, 2019. Cash based operating expenses include lease operating
expenses, transportation and processing costs, production and ad valorem taxes,
cash general and administrative expenses, rig termination costs, restructuring
and other termination costs, acquisition costs and certain other operating
expenses.
Cash flows used in investing activities. Net cash used in investing activities
was approximately $603.8 million and $1,097.0 million for the nine months ended
September 30, 2020 and 2019, respectively. The reduction in the amount of cash
used in investing activities was due primarily to a $450.3 million decrease in
development costs related to our oil and natural gas properties and $53.3
million in cash received upon completion of the Jagged Peak Acquisition, which
is described in more detail in   Note 6-Acquisitions and Divestitures   to our
condensed consolidated financial statements included elsewhere in this Quarterly
Report.
Cash flows used in financing activities. Net cash used in financing activities
was approximately $173.4 million and $2.9 million for the nine months ended
September 30, 2020 and 2019, respectively. Net cash used in financing activities
increased primarily due to a $101.5 million increase in payments on long-term
debt in excess of borrowings of long-term debt, dividends paid of approximately
$61.8 million during the nine months ended September 30, 2020 and an increase of
$5.5 million of payments primarily relating to the vesting of certain
stock-based awards.
Capital Sources
Revolving Credit Agreement. See   Note 8-Debt   to our condensed consolidated
financial statements included elsewhere in this Quarterly Report for information
regarding the Revolving Credit Agreement.
                                       58
--------------------------------------------------------------------------------
  Table of Contents
5.250% Senior Unsecured Notes due 2025. See   Note 8-Debt   to our condensed
consolidated financial statements included elsewhere in this Quarterly Report
for information regarding the New 2025 Notes.
5.875% Senior Unsecured Notes due 2026. See   Note 8-Debt   to our condensed
consolidated financial statements included elsewhere in this Quarterly Report
for information regarding the 2026 Notes.
4.125% Senior Unsecured Notes due 2028. See   Note 8-Debt   to our condensed
consolidated financial statements included elsewhere in this Quarterly Report
for information regarding the 2028 Notes.
Derivative Activity. We plan to continue our practice of entering into hedging
arrangements to (i) reduce the effect of price volatility on our oil and natural
gas revenues and (ii) support our annual capital budgeting and expenditure
plans. Under this strategy, we intend to continue our historical practice of
entering into commodity derivative contracts at times and on terms desired to
maintain a portfolio of commodity derivative contracts covering all or a portion
of our projected oil production.
Working Capital
Our working capital totaled ($338.4) million and ($397.3) million at
September 30, 2020 and December 31, 2019, respectively. Our collection of
receivables has historically been timely, and losses associated with
uncollectible receivables have historically not been significant. Our cash and
cash equivalents totaled $4.7 million and $20.7 million at September 30, 2020
and December 31, 2019, respectively. The $16.0 million decrease in cash and cash
equivalents was largely related to the decline in average realized commodity
prices during the first nine months of 2020. The impact of lower prices was
partially offset by an increase in cash received associated with derivatives, as
well as a reduction in cash payments made due to decreased development activity
as shown in the table in "-Factors Affecting the Comparability of Our Financial
Condition and Results of Operations-Capital Expenditures." Due to the costs
incurred related to our drilling program, we may incur additional working
capital deficits in the future. We expect that our pace of development,
production volumes, commodity prices and differentials to NYMEX prices for our
oil and natural gas production will continue to be the largest variables
affecting our working capital.
Contractual Obligations
We had no material changes, other than described in our Quarterly Report on Form
10-Q for the six months ended June 30, 2020, and our Quarterly Report on Form
10-Q for the three months ended March 31, 2020, in our contractual commitments
and obligations during the nine months ended September 30, 2020 from the amounts
listed under "Part II, Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations-Contractual Obligations" in the Annual
Report.
Critical Accounting Policies and Estimates
There have not been any material changes during the nine months ended September
30, 2020 to the methodology applied by management for critical accounting
policies previously disclosed in the Annual Report. Please read "Part II, Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" in the Annual Report for
further description of our critical accounting policies.
Off-Balance Sheet Arrangements
As of September 30, 2020, we were party to certain transportation and sale
agreements providing for the delivery of fixed and determinable quantities of
oil and natural gas, which we enter into in the ordinary course of business. If
production volumes are not sufficient to meet these contracted delivery
commitments, we may be subject to deficiency fees unless we purchase commodities
in the market to satisfy such commitments. See   Note 12-Commitments and
Contingencies   to our condensed consolidated financial statements included
elsewhere in this Quarterly Report for additional information.
We do not otherwise maintain off-balance sheet transactions, arrangements,
obligations or other relationships with unconsolidated entities or others that
are reasonably likely to have a material current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital
                                       59
--------------------------------------------------------------------------------
  Table of Contents
expenditures or capital resources which are not disclosed in the notes to the
condensed consolidated financial statements.
                                       60

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses