1、Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
2、 OF 1934For the transition period from to .Commission File Number:001-35512AMPLIFY ENERGY CORP.(Exact name of registrant as specified in its charter)Delaware82-1326219(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)500 Dallas Street,Suite 1700,Houston
3、,TX77002(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(832)219-9001Securities Registered Pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon StockAMPYNYSESecurities registered pur
4、suant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a wellknown seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate
5、by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period thatthe registrant was required to file such reports)and(2)has been subject to such filing requirem
6、ents for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding12 months(or for such shorter period that the registrant
7、 was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See definition of“large acceleratedfiler,”“accelerated filer,”“smaller reportin
8、g company”and“emerging growth company”in Rule 12b2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition pe
9、riod for complying with any new or revised financial accounting standards provided pursuant toSection 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial
10、 reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant includ
11、ed in the filing reflect the correction of an error to previously issuedfinancial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during t
12、he relevantrecovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act)Yes No The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately$202.1
13、million on June 30,2024,based on$6.78 per share,the last reported sales price ofthe shares on the New York Stock Exchange on such date.As of February 28,2025,the registrant had 40,332,937 outstanding shares of common stock,$0.01 par value per share.Documents Incorporated By Reference:Portions of the
14、 registrants definitive proxy statement relating to its 2024 Annual Meeting of Stockholders,which will be filed with the Securities and ExchangeCommission within 120 days after December 31,2024,are incorporated by reference to the extent set forth in Part III,Items 10-14 of this Form 10-K.Table of C
15、ontentsAMPLIFY ENERGY CORP.TABLE OF CONTENTSPagePART IItem 1.Business13Item 1A.Risk Factors38Item 1B.Unresolved Staff Comments63Item 1C.Cybersecurity63Item 2.Properties64Item 3.Legal Proceedings64Item 4.Mine Safety Disclosures64PART IIItem 5.Market for Registrants Common Equity,Related Stockholder M
16、atters and Issuer Purchases of Equity Securities65Item 6.Reserved65Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations66Item 7A.Quantitative and Qualitative Disclosures About Market Risk82Item 8.Financial Statements and Supplementary Data83Item 9.Changes in an
17、d Disagreements with Accountants on Accounting and Financial Disclosure83Item 9A.Controls and Procedures83Item 9B.Other Information85Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection85PART IIIItem 10.Directors,Executive Officers and Corporate Governance86Item 11.Executive Co
18、mpensation86Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters86Item 13.Certain Relationships and Related Transactions,and Director Independence86Item 14.Principal Accountant Fees and Services86PART IVItem 15.Exhibits,Financial Statement Schedules8
19、7Item 16.Form 10-K Summary89Signatures90Table of Contents3GLOSSARY OF OIL AND NATURAL GAS TERMS3-D seismic:Geophysical data that depict the subsurface strata in three dimensions.3-D seismic typically provides a more detailed and accurate interpretation of thesubsurface strata than 2-D,or two-dimensi
20、onal,seismic.Analogous Reservoir:Analogous reservoirs,as used in resource assessments,have similar rock and fluid properties,reservoir conditions(depth,temperature and pressure)and drive mechanisms,but are typically at a more advanced stage of development than the reservoir of interest and thus may
21、provide concepts to assist in the interpretation ofmore limited data and estimation of recovery.When used to support proved reserves,analogous reservoir refers to a reservoir that shares all of the following characteristicswith the reservoir of interest:(i)the same geological formation(but not neces
22、sarily in pressure communication with the reservoir of interest);(ii)the same environment ofdeposition;(iii)similar geologic structure;and(iv)the same drive mechanism.API Gravity:The American Petroleum Institutes system of classifying oil based on its specific gravity,whereby the greater the gravity
23、,the lighter the oil.Basin:A large depression on the earths surface in which sediments accumulate.Bbl:One stock tank barrel,or 42 U.S.gallons liquid volume,used in reference to oil or other liquid hydrocarbons.Boe:One barrel of oil equivalent,calculated by converting natural gas to oil equivalent ba
24、rrels at a ratio of six Mcf of natural gas to one Bbl of oil.Boe/d:One Boe per day.BOEM:Bureau of Ocean Energy Management.BSEE:Bureau of Safety and Environmental Enforcement.Btu:One British thermal unit,the quantity of heat required to raise the temperature of a one-pound mass of water by one-degree
25、 Fahrenheit.CO2:Carbon dioxide.Deterministic Estimate:The method of estimating reserves or resources is called deterministic when a single value for each parameter(from the geoscience,engineering oreconomic data)in the reserves calculation is used in the reserves estimation procedure.Developed Acrea
26、ge:The number of acres which are allocated or assignable to producing wells or wells capable of production.Development Project:A development project is the means by which petroleum resources are brought to the status of economically producible.Examples include thedevelopment of a single reservoir or
27、 field,an incremental development in a producing field or the integrated development of a group of several fields and associated facilitieswith a common ownership may constitute a development project.Development Well:A well drilled within the proved area of an oil or natural gas reservoir to the dep
28、th of a stratigraphic horizon known to be productive.Differential:An adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or natural gas.Dry Hole:A well found to be incapable of producing hydrocarbons in suff
29、icient quantities such that proceeds from the sale of such production would exceed productionexpenses and taxes.Economically Producible:The term economically producible,as it relates to a resource,means a resource which generates revenue that exceeds,or is reasonably expected toexceed,the costs of t
30、he operation.For this determination,the value of the products that generate revenue is determined at the terminal point of oil and natural gas producingactivities.Table of Contents4Exploitation:A development or other project which may target proven or unproven reserves(such as probable or possible r
31、eserves)but which generally has a lower risk thanthat associated with exploration projects.Exploratory Well:A well drilled to find and produce oil and natural gas reserves not classified as proved,to find a new reservoir in a field previously found to be productiveof oil or natural gas in another re
32、servoir or to extend a known reservoir.Field:An area consisting of a single reservoir or multiple reservoirs,all grouped on or related to the same individual geological structural feature and/or stratigraphiccondition.The field name refers to the surface area,although it may refer to both the surfac
33、e and the underground productive formations.GAAP:Generally accepted accounting principles in the United States of America.Gross Acres or Gross Wells:The total acres or wells,as the case may be,in which we have a working interest.ICE:Inter-Continental Exchange.MBbl:One thousand Bbls.MMBbls:One millio
34、n stock tank barrels.MBoe:One thousand barrels of oil equivalent.MBoe/d:One thousand barrels of oil equivalent per day.MMBoe:One million barrels of oil equivalent.Mcf:One thousand cubic feet of natural gas.MMBtu:One million British thermal units.MMcf:One million cubic feet of natural gas.MMcfe:One m
35、illion cubic feet of natural gas equivalent.Net Acres or Net Wells:Gross acres or wells,as the case may be,multiplied by our working interest ownership percentage.Net Production:Production that is owned by us less royalties and production due others.Net Revenue Interest:A working interest owners gro
36、ss working interest in production less the royalty,overriding royalty,production payment and net profits interests.NGLs:The combination of ethane,propane,butane and natural gasolines that,when removed from natural gas,become liquid under various levels of higher pressure andlower temperature.NYMEX:N
37、ew York Mercantile Exchange.NYSE:New York Stock Exchange.Oil:Oil and condensate.Operator:The individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.Plugging and abandonment:Refers to the sealing off of fluids in the strata penetrated by a well
38、so that the fluids from one stratum will not escape into another stratum or tothe surface.Regulations of all states require plugging of abandoned wells.Table of Contents5Present value of future net revenues or PV-9:The estimated future gross revenue to be generated from the production of proved rese
39、rves,net of estimated production andfuture development and abandonment costs,using prices and costs in effect at the determination date,before income taxes,and without giving effect to non-property-relatedexpenses,discounted to a present value using an annual discount rate of 9%in accordance with th
40、e guidelines of the SEC.Present value of future net revenues or PV-10:The estimated future gross revenue to be generated from the production of proved reserves,net of estimated production andfuture development and abandonment costs,using prices and costs in effect at the determination date,before in
41、come taxes,and without giving effect to non-property-relatedexpenses,discounted to a present value using an annual discount rate of 10%in accordance with the guidelines of the SEC.Probabilistic Estimate:The method of estimation of reserves or resources is called probabilistic when the full range of
42、values that could reasonably occur for each unknownparameter(from the geoscience and engineering data)is used to generate a full range of possible outcomes and their associated probabilities of occurrences.Productive Well:A well that produces commercial quantities of hydrocarbons,exclusive of its ca
43、pacity to produce at a reasonable rate of return.Proved Developed Reserves:Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods.Proved Reserves:Those quantities of oil and natural gas,which,by analysis of geoscience and engineering da
44、ta,can be estimated with reasonable certainty to beeconomically producible,from a given date forward,from known reservoirs and under existing economic conditions,operating methods and government regulations,prior tothe time at which contracts providing the right to operate expire,unless evidence ind
45、icates that renewal is reasonably certain,regardless of whether deterministic orprobabilistic methods are used for the estimation.The project to extract the hydrocarbons must have commenced,or the operator must be reasonably certain that it willcommence the project within a reasonable time.The area
46、of the reservoir considered as proved includes(i)the area identified by drilling and limited by fluid contacts,if any,and(ii)adjacent undrilled portions of the reservoir that can,with reasonable certainty,be judged to be continuous with it and to contain economically producible oil or naturalgas on
47、the basis of available geoscience and engineering data.In the absence of data on fluid contacts,proved quantities in a reservoir are limited by the lowest knownhydrocarbons,as seen in a well penetration,unless geoscience,engineering or performance data and reliable technology establishes a lower con
48、tact with reasonable certainty.Where direct observation from well penetrations has defined a highest known oil elevation,and the potential exists for an associated natural gas cap,proved oil reserves maybe assigned in the structurally higher portions of the reservoir only if geoscience,engineering,o
49、r performance data and reliable technology establish the higher contact withreasonable certainty.Reserves that can be produced economically through application of improved recovery techniques(including fluid injection)are included in the provedclassification when(i)successful testing by a pilot proj
50、ect in an area of the reservoir with properties no more favorable than in the reservoir as a whole,the operation of aninstalled program in the reservoir,or an analogous reservoir or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis onwhich the
51、project or program was based;and(ii)the project has been approved for development by all necessary parties and entities,including governmental entities.Existingeconomic conditions include prices and costs at which economic producibility from a reservoir is to be determined.The price used is the aver
52、age price during the twelve-month period prior to the ending date of the period covered by the report,determined as an unweighted arithmetic average of the first-day-of-the-month price for each monthwithin such period,unless prices are defined by contractual arrangements,excluding escalations based
53、upon future conditions.Proved Undeveloped Reserves(“PUDs”):Proved oil and natural gas reserves that are expected to be recovered from new wells on undrilled acreage or from existing wellswhere a relatively major expenditure is required for recompletion.Reserves on undrilled acreage are limited to th
54、ose drilling units offsetting productive units that arereasonably certain of production when drilled.Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there iscontinuity of production from the existing productive formation.Under no circums
55、tances should estimates for proved undeveloped reserves be attributable to any acreage forwhich an application of fluid injection or other improved recovery technique is contemplated unless such techniques have been proved effective by actual tests in the area andin the same reservoir.Realized Price
56、:The cash market price less all expected quality,transportation and demand adjustments.Recompletion:The completion for production of an existing wellbore in another formation from that which the well has been previously completed.Table of Contents6Reliable Technology:Reliable technology is a groupin
57、g of one or more technologies(including computational methods)that has been field-tested and has been demonstratedto provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.Reserve Life:A measure of the productive life of an
58、 oil and natural gas property or a group of properties,expressed in years.Reserve life is calculated by dividing provedreserve volumes at year end by production volumes.In our calculation of reserve life,production volumes are adjusted,if necessary,to reflect property acquisitions anddispositions.Re
59、serves:Reserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible,as of a given date,byapplication of development projects to known accumulations.In addition,there must exist,or there must be a reasonable expectation that there
60、 will exist,the legal right toproduce or a revenue interest in the production,installed means of delivering oil and natural gas or related substances to market and all permits and financing required toimplement the project.Reserves should not be assigned to adjacent reservoirs isolated by major,pote
61、ntially sealing,faults until those reservoirs are penetrated and evaluatedas economically producible.Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir(i.e.,absence ofreservoir,structurally low reservoir or negative test result
62、s).Such areas may contain prospective resources(i.e.,potentially recoverable resources from undiscoveredaccumulations).Reservoir:A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock orwater barriers a
63、nd is individual and separate from other reserves.Resources:Resources are quantities of oil and natural gas estimated to exist in naturally occurring accumulations.A portion of the resources may be estimated to berecoverable,and another portion may be considered unrecoverable.Resources include both
64、discovered and undiscovered accumulations.SEC:The U.S.Securities and Exchange Commission.Spacing:The distance between wells producing from the same reservoir.Spacing is often expressed in terms of acres(e.g.,40-acre spacing)and is often established byregulatory agencies.Standardized Measure:The pres
65、ent value of estimated future net revenue to be generated from the production of proved reserves,determined in accordance with the rules,regulations or standards established by the SEC and the Financial Accounting Standards Board(“FASB”)(using prices and costs in effect as of the date of estimation)
66、,lessestimated future development,production and income tax expenses and discounted at 10%per annum to reflect the timing of future net revenue.Future income taxes,ifapplicable,are computed by applying the statutory tax rate to the excess of pre-tax cash inflows over our tax basis in our oil and nat
67、ural gas properties.Standardized measuredoes not give effect to derivative transactions.Undeveloped Acreage:Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil andnatural gas regardless of whether such acreage co
68、ntains proved reserves.Wellbore:The hole drilled by the bit that is equipped for oil or natural gas production on a completed well.Also called well or borehole.Working Interest:An interest in an oil and natural gas lease that gives the owner of the interest the right to drill for and produce oil and
69、 natural gas on the leased acreage andgenerally requires the owner to pay a share of the costs of drilling and production operations.Workover:Operations on a producing well to restore or increase production.WTI:West Texas Intermediate.Table of Contents7NAMES OF ENTITIESAs used in this 2024 Annual Re
70、port on Form 10-K(this“Annual Report”),unless we indicate otherwise:“Amplify Energy,”“Company,”“we,”“our,”“us,”or like terms refers to Amplify Energy Corp.(f/k/a Midstates Petroleum Company,Inc.)individually andcollectively with its subsidiaries,as the context requires;“Legacy Amplify”refers to Ampl
71、ify Energy Holdings LLC(f/k/a Amplify Energy Corp.),the successor reporting company of Memorial Production Partners LP;and“OLLC”refers to Amplify Energy Operating LLC,the Companys wholly owned subsidiary through which it operates its properties.Table of Contents8FORWARDLOOKING STATEMENTSThis Annual
72、Report contains“forward-looking statements”within the meaning of Section 27A of the Securities Act of 1933,as amended,and Section 21E of theSecurities Exchange Act of 1934,as amended(the“Exchange Act”),that are subject to a number of risks and uncertainties,many of which are beyond our control,which
73、 mayinclude statements about our:business strategies;acquisition and disposition strategy;cash flows and liquidity;financial strategy;ability to replace the reserves we produce through drilling;drilling locations;oil and natural gas reserves;technology;realized oil,natural gas and NGL prices;product
74、ion volumes;lease operating expense;gathering,processing and transportation;general and administrative expense;future operating results;ability to procure drilling and production equipment;ability to procure oil field labor;planned capital expenditures and the availability of capital resources to fu
75、nd capital expenditures;ability to access capital markets;marketing of oil,natural gas and NGLs;political and economic conditions and events in foreign oil and natural gas producing countries,including embargoes,continued hostilities in the Middle East andother sustained military campaigns;acts of G
76、od,fires,earthquakes,storms,floods,other adverse weather conditions,war,acts of terrorism,cybersecurity breaches,military operations or nationalemergency;the occurrence or threat of epidemic or pandemic diseases,or any government response to such occurrence or threat;expectations regarding general e
77、conomic conditions,including inflation;Table of Contents9competition in the oil and natural gas industry;effectiveness of risk management activities;environmental liabilities;counterparty credit risk;expectations regarding governmental regulation and taxation;expectations regarding developments in o
78、il-producing and natural-gas producing countries;andplans,objectives,expectations and intentions.All statements,other than statements of historical fact,included in this report are forward-looking statements.These forward-looking statements may be found in“Item 1.Business,”“Item 1A.Risk Factors,”“It
79、em 7.Managements Discussion and Analysis of Financial Condition and Results of Operations”and other items within thisAnnual Report.In some cases,you can identify forward-looking statements by terminology such as“may,”“will,”“could,”“should,”“expect,”“plan,”“project,”“intend,”“anticipate,”“believe,”“
80、estimate,”“predict,”“potential,”“pursue,”“target,”“outlook,”“continue,”the negative of such terms or other comparable terminology.Thesestatements address activities,events or developments that we expect or anticipate will or may occur in the future,including things such as projections of results of
81、operations,plans for growth,goals,future capital expenditures,competitive strengths,references to future intentions and other such references.These forward-looking statements involverisks and uncertainties.Important factors that could cause the Companys actual results or financial condition to diffe
82、r materially from those expressed or implied by forward-looking statements include,but are not limited to,the following risks and uncertainties:the Companys ability to successfully complete the proposed business combination transaction between certain of the Companys subsidiaries and North Peak Oil&
83、Gas,LLC and Century Oil and Gas Sub-Holdings,LLC(the“Mergers”);risks related to a redetermination of the borrowing base under the Companys senior secured reserve-based revolving credit facility(the“Revolving CreditFacility”);the Companys ability to access funds on acceptable terms,if at all,because
84、of the terms and conditions governing its indebtedness,including financial covenants;the Companys ability to satisfy its debt obligations;volatility in the prices for oil,natural gas and NGLs;the potential for additional impairments due to continuing or future declines in oil,natural gas and NGL pri
85、ces;the uncertainty inherent in estimating quantities of oil,natural gas and NGL reserves;the Companys substantial future capital requirements,which may be subject to limited availability of financing;the uncertainty inherent in the development and production of oil and natural gas;the Companys need
86、 to make accretive acquisitions or substantial capital expenditures to maintain its declining asset base;the existence of unanticipated liabilities or problems relating to acquired or divested businesses or properties;potential acquisitions,including the Companys ability to make acquisitions on favo
87、rable terms or to integrate acquired properties;the consequences of changes the Company has made,or may make from time to time in the future,to its capital expenditure budget,including the impact of thosechanges on its production levels,reserves,results of operations and liquidity;Table of Contents1
88、0potential shortages of,or increased costs for,drilling and production equipment and supply materials for production,such as CO2;potential difficulties in the marketing of oil and natural gas;changes to the financial condition of counterparties;uncertainties surrounding the success of the Companys s
89、econdary and tertiary recovery efforts;competition in the oil and natural gas industry;the Companys results of evaluation and implementation of strategic alternatives;general political and economic conditions,globally and in the jurisdictions in which we operate,including the Russian invasion of Ukr
90、aine and ongoing conflicts inthe Middle East,and the potential destabilizing effect such conflicts may pose for those regions and/or the global oil and natural gas markets;the impact of climate change and natural disasters,such as earthquakes,tidal waves,mudslides,fires and floods;the impact of loca
91、l,state and federal governmental regulations,including those related to climate change and hydraulic fracturing,and the current administrationspotential reversal thereof;the risk that the Companys hedging strategy may be ineffective or may reduce our income;the cost and availability of insurance as
92、well as operating risks that may not be covered by an effective indemnity or insurance;actions of third-party co-owners of interest in properties in which we also own an interest;andother risks and uncertainties described in“Item 1A.Risk Factors.”The forward-looking statements contained in this repo
93、rt are largely based on our expectations,which reflect estimates and assumptions made by the Companysmanagement.These estimates and assumptions reflect the Companys best judgment based on currently known market conditions and other factors.Although we believe suchestimates and assumptions to be reas
94、onable,they are inherently uncertain and involve a number of risks and uncertainties that are beyond the Companys control.In addition,managements assumptions about future events may prove to be inaccurate.All readers are cautioned that the forward-looking statements contained in this report are notg
95、uarantees of future performance,and we cannot assure any reader that such statements will be realized or that the events or circumstances described in any forward-lookingstatement will occur.Actual results may differ materially from those anticipated or implied in the forward-looking statements due
96、to factors described in“Item 1A.RiskFactors”and elsewhere in this report.All forward-looking statements speak only as of the date of this report.We do not intend to update or revise any forward-lookingstatements as a result of new information,future events or otherwise.These cautionary statements qu
97、alify all forward-looking statements attributable to us or persons actingon the Companys behalf.Table of Contents11RISK FACTOR SUMMARYOur business is subject to numerous risks and uncertainties,including those highlighted in this section titled“Risk Factors”and summarized below.We have varioustypes
98、of risks,including risks related to our business and industry;information technology,data security and privacy;legal,regulatory,accounting,and tax matters;ourcommon stock;and our Revolving Credit Facility,which are discussed more fully elsewhere in this Annual Report.As a result,this risk factor sum
99、mary does not contain allof the information that may be important to you,and you should read this risk factor summary together with the more detailed discussion of risks and uncertainties set forthfollowing this section under the heading“Risk Factors,”as well as elsewhere in this Annual Report.These
100、 risks include,but are not limited to,the following:Oil,natural gas and NGL prices are volatile,due to factors beyond our control,and greatly affect our business,results of operations and financial condition.Anydecline in,or sustained low levels of oil,natural gas and NGL prices will cause a decline
101、 in our cash flow from operations,which could materially and adverselyaffect our business,results of operations and financial condition.If commodity prices decline for a prolonged period,a significant portion of our development projects may become uneconomic and result in write downs of thevalue of
102、our oil and natural gas properties,which may adversely affect our financial condition and our ability to fund our operations.We are currently involved in,and anticipate that we will continue to explore,opportunities to create value through strategic transactions,whether through mergersand acquisitio
103、ns,divestitures,joint ventures or similar business transactions.There are risks inherent in any strategic transaction,including the Mergers,and suchrisks could negatively affect the benefits,outcomes and synergies anticipated to be obtained from executing such strategic transactions.Our business cou
104、ld be adversely affected by a decline in general economic conditions or a weakening of the broader energy industry,and inflation may adverselyaffect our financial position and operating results.We may be unable to maintain compliance with the covenants in the Revolving Credit Facility,which could re
105、sult in an event of default thereunder that,if not curedor waived,would have a material adverse effect on our business and financial condition.Restrictive covenants in our Revolving Credit Facility could limit our growth and our ability to finance our operations,fund our capital needs,respond to cha
106、ngingconditions and engage in other business activities that may be in our best interests.Our variable rate indebtedness subjects us to interest rate risk,which could cause our debt service obligation to increase significantly.Our estimated reserves and future production rates are based on many assu
107、mptions that may turn out to be inaccurate.Any material inaccuracies in our reserveestimates or underlying assumptions will materially affect the quantities and present value of our estimated reserves.The failure to replace our proved oil and natural gas reserves could adversely affect our business,
108、financial condition,results of operations,production and cashflows.Many of our properties are in areas that may have been partially depleted or drained by offset wells.Our expectations for future development activities are planned to be realized over several years,making them susceptible to uncertai
109、nties that could materially alterthe occurrence or timing of such activities.The inability of our significant customers to meet their obligations to us may adversely affect our financial results.We are subject to complex federal,state,local and other laws and regulations that could adversely affect
110、the cost,manner or feasibility of conducting our operations.We may be subject to increased permitting obligations and regulatory scrutiny as a result of the oil incident that occurred in federal waters off the coast of SouthernCalifornia related to the Companys pipeline operations at the Beta field(
111、the“Incident”).Table of Contents12We expect to refinance substantial indebtedness of the Acquired Companies(as defined below)in connection with the Mergers,which combined with our currentdebt may limit our financial flexibility and adversely affect our financial results.Table of Contents13PART IITEM
112、 1.BUSINESSReferencesAmplify Energy Corp.(“Amplify Energy,”the“Company,”“we,”“us,”“our,”or similar terms),is a publicly traded Delaware corporation,in which our commonstock,par value of$0.01 per share(“Common Stock”),is listed on the NYSE under the symbol“AMPY.”OverviewAmplify Energy is an independe
113、nt oil and natural gas company engaged in the acquisition,development,exploitation and production of oil and natural gasproperties.Our management evaluates performance based on one reportable business segment,as the economic environments are not different within the operation of our oiland natural g
114、as properties.Our business activities are conducted through OLLC,our wholly owned subsidiary,and its wholly owned subsidiaries.Our assets consist primarilyof producing oil and natural gas properties located in Oklahoma,the Rockies(“Bairoil”),federal waters offshore Southern California(“Beta”),East T
115、exas/North Louisiana,and Eagle Ford(Non-op).Most of our oil and natural gas properties are located in large,mature oil and natural gas reservoirs.The Companys properties consist primarily of operated and non-operated working interests in producing and undeveloped leasehold acreage and working intere
116、stsin identified producing wells.As of December 31,2024:Our total estimated proved reserves were approximately 93.0 MMBoe,consisting of approximately 44%oil,37%natural gas,and 19%NGLs,and 88%wereclassified as proved developed reserves;We produced oil and natural gas from 2,523 gross(1,353 net)produc
117、ing wells across our properties,with an average working interest of 54%,and we are theoperator of record of the properties containing 92%of our total estimated proved reserves;andOur average net production for the three months ended December 31,2024,was 18.5 MBoe/d,implying a reserve-to-production r
118、atio of approximately 13.8 years.Recent DevelopmentsEast Texas Haynesville MonetizationIn December 2024,we sold certain rights,title and interest in assets located in East Texas to a third party.We recorded a gain of approximately$1.4 million.In January 2025,we purchased and sold certain rights,titl
119、e and interest in assets in East Texas from a third party,whereby we received net proceeds of$6.2 million.Table of Contents14Merger with Juniper CapitalOn January 14,2025,we entered into an Agreement and Plan of Merger(the“Merger Agreement”)with Amplify DJ Operating LLC,a Delaware limited liabilityc
120、ompany and indirect wholly owned subsidiary of the Company(“First Merger Sub”),Amplify PRB Operating LLC,a Delaware limited liability company and indirectwholly owned subsidiary of Amplify(“Second Merger Sub,”and together with First Merger Sub,the“Merger Subs”),North Peak Oil&Gas,LLC,a Delaware limi
121、tedliability company(“NPOG”),Century Oil and Gas Sub-Holdings,LLC,a Delaware limited liability company(“COG”and,together with NPOG,each,an“AcquiredCompany”and,collectively,the“Acquired Companies”),and,solely for the limited purposes set forth in the Merger Agreement(as defined below),Juniper Capital
122、 Advisors,L.P.,a Delaware limited partnership(“Juniper”),and the Specified Company Entities set forth on Annex A thereto,pursuant to which,at the effective time of the Mergers(asdefined below)(the“Effective Time”),(a)NPOG will merge with and into First Merger Sub,with NPOG surviving the merger as an
123、 indirect,wholly owned subsidiary of theCompany and(b)COG will merge with and into Second Merger Sub,with COG surviving the merger as an indirect,wholly owned subsidiary of the Company,in each case,subject to the terms and conditions of the Merger Agreement.Subject to the terms and conditions of the
124、 Merger Agreement,at the Effective Time,all of the issued and outstanding limited liability company interests of each ofthe Acquired Companies will automatically be converted into the right to receive,in the aggregate,26,729,315 validly issued,fully paid and nonassessable shares(the“Aggregate Merger
125、 Consideration”)of Common Stock.Following the Effective Time,the Companys existing stockholders and the Acquired Companies existingequityholders are expected to own approximately 61%and 39%,respectively,of the combined companys outstanding equity.Mr.Christopher W.Hamm will serve as Chairman of our b
126、oard of directors(the“Board”),and Mr.Martyn Willsher will continue to serve as the Chief ExecutiveOfficer of the Company after the Effective Time.The Merger Agreement provides that the Board will consist of the following seven members:Martyn Willsher,ChristopherW.Hamm,Deborah G.Adams,James E.Craddoc
127、k,Vidisha Prasad,Edward Geiser and Josh Schmidt.Further,Josh Schmidt will be appointed as Chairman of thecompensation committee of the Board(the“Compensation Committee”),and Edward Geiser will be appointed as a member of the nominating and governance committee ofthe Board(the“Nominating&Governance C
128、ommittee”).The Merger Agreement contains customary representations,warranties and covenants of the Company and the Acquired Companies,including covenants relating tothe conduct of the business of both the Company and the Acquired Companies from the date of signing the Merger Agreement through closin
129、g of the Mergers(the“Closing”),obtaining the requisite approval of the stockholders of the Company and maintaining the listing of the Common Stock on the NYSE.Under the terms of the MergerAgreement,the Company has also agreed not to solicit from any person an acquisition proposal for the Company.In
130、connection with the Mergers,the Company will seek the approval of the Companys stockholders with respect to the issuance of the Aggregate MergerConsideration in connection with the Closing(the“Stock Issuance Proposal”).The Mergers are expected to close in the second quarter of 2025.No Offer or Solic
131、itation.This section of the Annual Report relates to a proposed business combination transaction between the Company and the AcquiredCompanies.This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a sol
132、icitationof any vote or approval,in any jurisdiction,pursuant to the business combination transaction or otherwise,nor shall there be any sale,issuance,exchange or transfer of thesecurities referred to in this document in any jurisdiction in contravention of applicable law.No offer of securities sha
133、ll be made except by means of a prospectus meeting therequirements of Section 10 of the Securities Act of 1933,as amended.Table of Contents15Important Additional Information Regarding the Mergers Will Be Filed With the SEC.In connection with the proposed Mergers,the Company has filed a definitivepro
134、xy statement.The definitive proxy statement will be sent to the stockholders of the Company.The Company may also file other documents with the SEC regarding theMergers.INVESTORS AND SECURITY HOLDERS OF AMPLIFY ENERGY ARE ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT ANDANY OTHER RELEVANT
135、MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANTINFORMATION ABOUT THE MERGERS,THE PARTIES TO THE MERGERS AND THE RISKS ASSOCIATED WITH THE MERGERS.Investors and security holdersmay obtain a free copy of the definitive proxy statement and other relevant docu
136、ments filed by Amplify Energy with the SEC from the SECs website at www.sec.gov.Security holders and other interested parties will also be able to obtain,without charge,a copy of the definitive proxy statement and other relevant documents(whenavailable)by(1)directing your written request to:500 Dall
137、as Street,Suite 1700,Houston,Texas or(2)contacting our Investor Relations department by telephone at(832)219-9044 or(832)219-9051.Copies of the documents filed by the Company with the SEC will be available free of charge on the Companys website athttp:/.Participants in the Solicitation.Amplify Energ
138、y and certain of its respective directors,executive officers and employees may be considered participants in thesolicitation of proxies in connection with the proposed transaction.Information regarding the persons who may,under the rules of the SEC,be deemed participants in thesolicitation of the st
139、ockholders of Amplify Energy in connection with the transaction,including a description of their respective direct or indirect interests,by securityholdings or otherwise,is included in the definitive proxy statement filed with the SEC.Additional information regarding the Companys directors and execu
140、tive officers isalso included in Amplifys Notice of Annual Meeting of Stockholders and 2024 Proxy Statement,which was filed with the SEC on April 5,2024.These documents areavailable free of charge as described above.Industry TrendsWe continue to monitor the impact of the actions of the Organization
141、of the Petroleum Exporting Countries and other large producing nations;the Russia-Ukraineconflict;conflicts in the Middle East;global inventories of oil and natural gas and the uncertainty associated with recovering oil demand;inflation and future monetary policy;and governmental policies aimed at t
142、ransitioning towards lower carbon energy.The Russia-Ukraine conflict and conflicts in the Middle East continue to evolve,and the extentto which these events may impact our business,results of operations,financial condition and cash flows will depend on future developments,which are highly uncertain
143、andcannot be predicted with confidence.PropertiesWe engaged Cawley,Gillespie and Associates,Inc.(“CG&A”),our independent reserve engineers,to prepare our reserves estimates for all of our proved reserves atDecember 31,2024.The following table summarizes information,based on a reserve report prepared
144、 by CG&A(which we refer to as our“reserve report”),about our provedoil and natural gas reserves by geographic region as of December 31,2024,and our average net production for the three months ended December 31,2024:Average NetEstimated Net Proved ReservesProductionAverage%OilReserve-toMMBoeand%Natur
145、al%Proved%ofProductionProducing WellsRegion(1)NGLGasDevelopedMBoe/dTotalRatio(2)GrossNet(Years)Oklahoma 27.0 46%54%100%4.7 26%15.6 373 275Bairoil 16.4 100%100%3.2 17%14.1 152 152Beta 19.1 100%56%3.3 18%15.8 51 51East Texas/North Louisiana 28.0 30%70%94%6.6 36%11.6 1,546 850Eagle Ford 2.5 90%10%69%0.
146、7 4%10.2 401 25Total 93.0 63%37%88%18.5 100%13.8 2,523 1,353(1)Determined using a ratio of six Mcf of natural gas to one Bbl of oil,condensate or NGLs based on an approximate energy equivalency.This is an energy content correlation and does not reflect a value or pricerelationship between the commod
147、ities.(2)The average reserve-to-production ratio is calculated by dividing estimated net proved reserves as of December 31,2024 by the annualized average net production for the three months ended December 31,2024.Table of Contents16Our Areas of OperationOklahomaApproximately 29%of our estimated prov
148、ed reserves as of December 31,2024 and approximately 26%of our average daily net production for the three monthsended December 31,2024 were located in the Oklahoma region.Our Oklahoma properties include wells and properties primarily located in Alfalfa and Woods counties inOklahoma.Those properties
149、collectively contained 27.0 MMBbls of estimated net proved reserves as of December 31,2024 based on our reserve report and generatedaverage net production of 4.7 MBoe/d for the three months ended December 31,2024.BairoilApproximately 18%of our estimated proved reserves as of December 31,2024 and app
150、roximately 17%of our average daily net production for the three monthsended December 31,2024 were located in Bairoil.Our Bairoil properties include wells and properties primarily located in the Lost Soldier and Wertz fields in Wyoming atour Bairoil complex.Our Bairoil properties contained 16.4 MMBbl
151、s of estimated net proved oil and NGLs reserves as of December 31,2024 based on our reserve report andgenerated average net production of 3.2 MBoe/d for the three months ended December 31,2024.BetaApproximately 20%of our estimated proved reserves as of December 31,2024 and approximately 18%of our av
152、erage daily net production for the three monthsended December 31,2024 were associated with the Beta field located in federal waters approximately 11 miles offshore from the Port of Long Beach,California.Ourownership in Beta consists of 100%of the working interests and 75.2%average net revenue intere
153、st in three Pacific Outer Continental Shelf lease blocks(P-0300,P-0301 andP-0306)(referred to as the“Beta Unit”)in the Beta field.The Beta properties contained 19.1 MMBbls of estimated net proved oil reserves as of December 31,2024 based onour reserve report and generated average net production of 3
154、.3 MBoe/d for the three months ended December 31,2024.Oil and gas are produced from the Beta Unit via twoproduction platforms,referred to as the Ellen and Eureka platforms,equipped with permanent drilling rigs and associated equipment.On a third platform,Elly,the oil,waterand gas are separated,and t
155、he oil is prepared for sale,while the gas is utilized as fuel for power and the water is recycled back into the reservoir for pressure maintenance.Sales quality oil is then pumped from the Elly platform to the Beta pump station located onshore at the Port of Long Beach,California via a 16-inch diame
156、ter oil pipeline,which extends approximately 17.5 miles.Amplify Energys wholly owned subsidiary,San Pedro Bay Pipeline Company owns and operates the pipeline system.Based on our reserve report,the Beta field contains more than 15%of our total estimated reserves as of December 31,2024.The following t
157、able summarizesproduction volumes from this field for the period presented:December 31,2024 2023Production Volumes(1):Oil(MBbls)1,170 679NGLs(MBbls)Natural Gas(MMcfe)Total(MBoe)1,170 679Average net production(MBoe/d)3.2 1.9(1)The Beta field restarted production in April 2023.East Texas/North Louisia
158、naApproximately 30%of our estimated proved reserves as of December 31,2024 and approximately 36%of our average daily net production for the three monthsended December 31,2024 were located in the East Texas/North Louisiana region.Our East Texas/North Louisiana properties include wells and properties
159、primarily locatedin the Joaquin,Carthage,Willow Springs and East Henderson fields in East Texas.Those properties collectively contained 28.0 MMBoe of estimated net proved reserves asof December 31,2024 based on our reserve report and generated average net production of 6.6 MBoe/d for the three month
160、s ended December 31,2024.Table of Contents17Eagle FordApproximately 3%of our estimated proved reserves as of December 31,2024 and approximately 4%of our average daily net production for the three months endedDecember 31,2024 were located in the Eagle Ford region.Our Eagle Ford properties include wel
161、ls and properties in fields located primarily in the Eagleville fields.OurEagle Ford properties contained 2.5 MMBoe of estimated net proved reserves as of December 31,2024 based on our reserve report.Those properties collectively generatedaverage net production of 0.7 MBoe/d for the three months end
162、ed December 31,2024.Our Oil and Natural Gas DataOur ReservesInternal Controls.Our proved reserves were estimated at the well or unit level for reporting purposes by CG&A,our independent reserve engineers.We maintaininternal evaluations of our reserves in a secure reserve engineering database.CG&A in
163、teracts with our internal petroleum engineers and geoscience professionals in each ofour operating areas and with operating,accounting,and marketing employees to obtain the necessary data to prepare our proved reserves report.Reserves are reviewed andapproved internally by our senior management on a
164、n annual basis and evaluated by our lender group on at least a semi-annual basis in connection with borrowing baseredeterminations under our Revolving Credit Facility.Our reserve estimates are prepared by CG&A at least annually.Our internal professional staff works closely with CG&A to ensure the in
165、tegrity,accuracy and timeliness of data that is furnished to them in order to prepare thereserves report.All of the reserve information maintained in our secure reserve engineering database is provided to the external engineers.In addition,we provide CG&Awith other pertinent data,such as seismic inf
166、ormation,geologic maps,well logs,production tests,material balance calculations,well performance data,operating proceduresand relevant economic criteria.We make all requested information,as well as our pertinent personnel,available to the external engineers as part of their preparation of ourreserve
167、s.Qualifications of Responsible Technical PersonsInternal Engineers.Tony Lopez is the technical person at the Company,primarily responsible for overseeing and providing oversight of the preparation of thereserves estimates with our third-party reserve engineers.Mr.Lopez has over 17 years of corporat
168、e reserve reporting experience.Mr.Lopez joined the Company as Vice President of Corporate Reserves in June 2018 andcurrently serves as the Companys Senior Vice President of Engineering&Exploitation.Prior to that Mr.Lopez was Vice President of Acquisitions and Engineering forEnerVest,Ltd.,where he ma
169、naged the corporate reserve reporting process and the financial planning&analysis department.Mr.Lopez is a graduate of West VirginiaUniversity and holds a B.S.in Petroleum and Natural Gas Engineering.Mr.Lopez is an active member of the Society of Petroleum Engineers.Cawley,Gillespie and Associates I
170、nc.CG&A is an independent oil and natural gas consulting firm.No director,officer,or key employee of CG&A has any financialownership in us or any of our affiliates.CG&As compensation for the preparation of its report is not contingent upon the results obtained and reported.CG&A has notperformed othe
171、r work for us or any of our affiliates that would affect its objectivity.The estimates of our proved reserves presented in the CG&A reserve report were overseenby Todd Brooker.Mr.Brooker became the President of CG&A in 2017 and has been an employee of CG&A since 1992.His responsibilities include res
172、erve and economic evaluations,fair market valuations,field studies,pipeline resource studies and acquisition/divestiture analysis.His reserve reports are routinely used for public company SEC disclosures.Prior to joining CG&A,Mr.Brooker worked in Gulf of Mexico drilling and production engineering at
173、 Chevron Corporation.Mr.Brookers experience includes significantprojects in both conventional and unconventional resources in every major U.S.producing basin and abroad,including oil and gas shale plays,coalbed methane fields,waterfloods and complex,faulted structures.Mr.Brooker graduated with honor
174、s from the University of Texas at Austin in 1989 with a Bachelor of Science degree in Petroleum Engineering and is a registeredProfessional Engineer in the State of Texas.He is also a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers.Table of Contents18Es
175、timated Proved ReservesThe following table summarizes our estimated proved oil and natural gas reserves and related standardized measure of discounted future net cash flows attributableto our properties as of December 31,2024,which are based on the prepared reserve report by CG&A,our independent res
176、erve engineers.Reserves OilNatural GasNGLsTotal (MBbls)(MMcf)(MBbls)(MBoe)(1)Estimated Proved Reserves Developed 31,392 197,621 17,879 82,207Undeveloped 9,083 8,915 187 10,756Total 40,475 206,536 18,066 92,963Proved developed reserves as a percentage of total proved reserves 88%Standardized measure(
177、in thousands)(2)$608,239PV-10(in thousands)(3)$735,765Oil and Natural Gas Prices(4)Oil WTI($per Bbl)$75.48Natural gas Henry Hub($per MMBtu)$2.13(1)Determined using a ratio of six Mcf of natural gas to one Bbl of oil,condensate or NGLs based on an approximate energy equivalency.This is an energy cont
178、ent correlation and does not reflect a value or pricerelationship between the commodities.(2)Standardized measure is calculated in accordance with Accounting Standards Codification,or ASC,Topic 932,Extractive ActivitiesOil and Gas,and is calculated using SEC pricing,before market differentials,of$75
179、.48 per Bbl for crude oil and NGLs and$2.13 per MMBtu for natural gas.Standardized measure is the present value of estimated future net revenues to be generated from the production of proved reserves,determined in accordance with the rules and regulations of the SEC without giving effect to non-prop
180、erty related expenses,such as general and administrative expenses,interest expense,or to depletion,depreciation and amortization.The future cash flows are discounted using an annual discount rate of 10%.Standardized measure does not give effect to derivative transactions.For a description of our com
181、modityderivative contracts,see“Item 1.Business Operations Derivative Activities”as well as“Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations CommodityDerivative Contracts.”(3)PV-10 is a non-GAAP financial measure and represents the year end present value of
182、estimated future cash inflows from proved oil and natural gas reserves,less future development and operating costs,discounted at 10%per annum to reflect the timing of future cash flows and using SEC prescribed pricing assumptions for the period.PV-10 differs from standardized measure because standar
183、dized measureincludes the effects of future income taxes on future net cash flows.Standardized measure is prescribed by the SEC as an industry standard asset value measure to compare reserves with consistent pricing costsand discount assumptions.Amplify believes the presentation of PV-10 provides us
184、eful information because it is widely used by investors in evaluating oil and natural gas companies without regard to specificincome tax characteristics of such entities.PV-10 is not intended to represent the current market value of our estimated proved reserves.PV-10 should not be considered in iso
185、lation or as a substitute for thestandardized measure of discounted future net cash flows as defined under GAAP.(4)Our estimated net proved reserves and related standardized measure were determined using 12-month trailing average oil and natural gas index prices,calculated as the unweighted arithmet
186、ic average for the first-day-of-the-month price for each month in effect as of the date of the estimate,without giving effect to derivative contracts,held constant throughout the life of the properties.These prices were adjusted by leasefor quality,transportation fees,geographical differentials,mark
187、eting bonuses or deductions and other factors affecting the price received at the wellhead.The data in the table above represents estimates only.Oil and natural gas reserve engineering is inherently a subjective process of estimating undergroundaccumulations of oil and natural gas that cannot be mea
188、sured exactly.The accuracy of any reserve estimate is a function of the quality of available data and engineering andgeological interpretation and judgment.Accordingly,reserve estimates may vary from the quantities of oil and natural gas that are ultimately recovered.Future prices received for produ
189、ction and costs may vary,perhaps significantly,from the prices and costs assumed for purposes of these estimates.The 10%discountfactor used to calculate standardized measure,which is required by the SEC and FASB,is not necessarily the most appropriate discount rate.The present value,no matterwhat di
190、scount rate is used,is materially affected by assumptions as to timing of future production,which may prove to be inaccurate.For these reasons,neither standardizedmeasure nor PV-10 should be construed as the fair value of our oil and natural gas reserves.For a discussion of risks associated with int
191、ernal reserve estimates,see“Item 1A.Risk Factors Risks Related to Our Business Our estimated reserves andfuture production rates are based on many assumptions that may turn out to be inaccurate.Any material inaccuracies in our reserve estimates or underlying assumptions willmaterially affect the qua
192、ntities and present value of our estimated reserves.”Table of Contents19Development of Proved Undeveloped ReservesAs of December 31,2024,we had 10,756 MBoe of PUDs,comprised of 9,083 MBbls of oil,8,915 MMcf of natural gas and 187 MBbls of NGLs.None of our PUDsas of December 31,2024 are scheduled to
193、be developed on a date more than five years from the date the reserves were initially booked as PUDs.PUDs will be convertedfrom undeveloped to developed as the applicable wells begin production.For the year ended December 31,2024,total PUDs increased by 8,830 MBoe.The increase includes 9,390 MBoe du
194、e to the addition of 23 Beta PUD locations,4non-operated PUDs in East Texas drilled and waiting on completion,and 4 non-operated Eagle Ford PUDs drilled and waiting on completion.We also had transfers of(524)MBoe to proved developed reserves as a result of the 2024 Beta drilling program.We removed 7
195、 Eagle Ford PUDs(162)MBoe,due to the extension of the development planbeyond five years.Other revisions consisted of 126 MBoe that were primarily related to Beta PUD performance.Approximately 27.2%(524 MBoe)of our PUDs recorded as of December 31,2024 were developed during the twelve months ended Dec
196、ember 31,2024.Total costsincurred in 2024 to develop these PUDs were approximately$10.9 million.In total,we incurred total capital expenditures of approximately$30.7 million during fiscal year2024 developing PUDs,which includes$19.8 million associated with PUDs to be completed in 2025.Based on our c
197、urrent expectations of our cash flows,we believe that wecan fund the drilling of our current PUD inventory and our expansions in the next five years from our cash flow from operations and borrowings under our Revolving CreditFacility.For a more detailed discussion of our liquidity position,see“Item
198、7.Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources.”Production,Revenue and Price HistoryFor a description of our production,revenues,and average sales prices and per unit costs,see“Item 7.Managements Discussion and Analysis of Finan
199、cialCondition and Results of Operations Results of Operations.”The following tables summarize our average net production,average unhedged sales prices by product and average lease operating cost expense per Boe bygeographic region for the years ended December 31,2024 and 2023,respectively:For the Ye
200、ar Ended December 31,2024OilNGLsNatural GasTotalAverageAverageAverageAverageLeaseProductionSalesProductionSalesProductionSalesProductionSalesOperatingVolumesPriceVolumesPriceVolumesPriceVolumesPriceExpense(MBbls)($/Bbl)(MBbls)($/Bbl)(MMcf)($/Mcf)(MBoe)($/Boe)($/Boe)Oklahoma 347$75.05 525$23.07 5,995
201、$2.06 1,871$26.98$8.53Bairoil 1,181 70.01 1,181 70.01 44.70Beta 1,170 72.51 1,170 72.51 38.94East Texas/North Louisiana 143 73.38 717 19.48 10,627 2.17 2,631 18.07 8.59Eagle Ford 219 74.50 36 19.79 214 2.01 291 60.00 20.72Total 3,060$72.01 1,278$20.96 16,836$2.13 7,144$39.61$20.01Average net product
202、ion(MBoe/d)19.5 Table of Contents20For the Year Ended December 31,2023OilNGLsNatural GasTotalAverageAverageAverageAverageLeaseProductionSalesProductionSalesProductionSalesProductionSalesOperatingVolumesPriceVolumesPriceVolumesPriceVolumesPriceExpense (MBbls)($/Bbl)(MBbls)($/Bbl)(MMcf)($/Mcf)(MBoe)($
203、/Boe)($/Boe)Oklahoma 426$76.14 602$21.48 6,706$2.95 2,145$30.36$9.25Bairoil 1,199 72.15 1,199 72.15 41.34Beta(1)679 75.31 679 75.31 57.02East Texas/North Louisiana 157 75.05 681 23.08 13,359 2.46 3,065 19.67 8.12Eagle Ford 312 76.29 40 19.47 232 2.52 391 64.44 16.82Total 2,773$74.17 1,323$22.24 20,2
204、97$2.62 7,479$38.54$18.66Average net production(MBoe/d)20.5 (1)The Beta field restarted production in April 2023.Productive WellsProductive wells consist of producing wells and wells capable of production,including natural gas wells awaiting pipeline connections to commence deliveries andoil wells a
205、waiting connection to production facilities.Gross wells are the total number of producing wells in which we own an interest and net wells are the sum of ourfractional working interests owned in gross wells.The following table sets forth information relating to the productive wells in which we owned
206、a working interest as ofDecember 31,2024.OilNatural GasGrossNetGrossNetOperated(1)516 475 914 770Non-operated 495 40 598 68Total 1,011 515 1,512 838(1)Our operated properties reflect all operated proved devolved producing properties at December 31,2024.Developed AcreageAcreage related to royalty,ove
207、rriding royalty and other similar interests is excluded from this summary.As of December 31,2024,substantially all of our leaseholdacreage was held by production.The following table sets forth information as of December 31,2024 relating to our leasehold acreage.RegionDeveloped Acreage(1)Gross(2)Net(
208、3)Oklahoma 111,581 93,984Bairoil 6,653 6,653Beta 17,280 17,280East Texas/North Louisiana 243,101 181,460Eagle Ford 14,167 811Total 392,782 300,188(1)Developed acres are acres spaced or assigned to productive wells or wells capable of production.(2)A gross acre is an acre in which we own a working in
209、terest.The number of gross acres is the total number of acres in which we own a working interest.(3)A net acre is deemed to exist when the sum of our fractional ownership working interests in gross acres equals one.The number of net acres is the sum of the fractional working interests owned ingross
210、acres expressed as whole numbers and fractions thereof.Undeveloped AcreageAs of December 31,2024,we had no gross and net undeveloped acreage expiring over the next two years as all of our gross and net acreage is currently held byproduction.Table of Contents21Drilling ActivitiesOur drilling activiti
211、es primarily consist of development wells.The following table sets forth information with respect to(i)wells drilled and completed during theperiods indicated and(ii)wells drilled in a prior period but completed during the periods indicated.The information should not be considered indicative of futu
212、reperformance,nor should a correlation be assumed between the number of productive wells drilled,quantities of reserves found or economic value.At December 31,2024,wehad 24 gross(3.8 net)wells that were in various stages of completion.For the Year Ended December 31,20242023 Gross Net Gross NetDevelo
213、pment wells:Productive 11.0 2.0 9.0 0.5Dry Exploratory wells:Productive Dry Total wells:Productive 11.0 2.0 9.0 0.5Dry Total 11.0 2.0 9.0 0.5Delivery CommitmentsWe have no commitments to deliver a fixed and determinable quantity of our oil or natural gas production in the near future under our exist
214、ing sales contracts.OperationsGeneralAs of December 31,2024,the Company is the operator of record of properties containing 92%of our total estimated proved reserves.We design and manage thedevelopment,recompletion and/or workover operations,and supervise other operation and maintenance activities fo
215、r all of the wells we operate.We do not own the drillingrigs used for drilling wells on our onshore properties;independent contractors provide all the equipment and personnel associated with these activities.Our Beta platformshave permanent drilling systems in place.Marketing and Major CustomersThe
216、following individual customers each accounted for 10%or more of our total reported revenues for the period indicated:For the Year Ended December 31,2024 2023 Major customers:Phillips 66 33%17%HF Sinclair Corporation(formerly:Sinclair Oil&Gas Company)25%24%Southwest Energy LP 10%13%The production sal
217、es agreements covering our properties contain customary terms and conditions for the oil and natural gas industry and provide for sales based onprevailing market prices.A majority of those agreements have terms that renew on a month-to-month basis until either party gives advance written notice of t
218、ermination.Table of Contents22If we were to lose any one of our customers,the loss could temporarily delay production and sale of a portion of our oil and natural gas in the related producingregion.If we were to lose any single customer,we believe we could identify a substitute customer to purchase
219、the impacted production volumes.However,if one or more ofour larger customers ceased purchasing oil or natural gas altogether and we were unable to replace them,the loss of any such customer could have a detrimental effect on ourproduction volumes and revenues in general.In October 2024,Phillips 66
220、announced its plan to cease operations at its Los Angeles area refinery in the fourth quarter of 2025.This refinery has historicallyrepresented a significant portion of our sales to Phillips 66.We are actively engaging in discussions with Phillips 66 to understand the full scope of the impact on our
221、business.While the closure of this refinery has the potential to materially affect our future sales to this customer,we anticipate that a commercial agreement will be reachedwith another customer to purchase our California crude oil.The inability to obtain such agreement or to obtain an agreement wi
222、th less favorable terms than the currentagreement with Phillips 66 could negatively impact our revenue,earnings and cash from operating activities.Title to PropertiesWe believe that we have satisfactory title to all of our producing properties in accordance with industry standards.More thorough titl
223、e investigations are customarilymade before the consummation of an acquisition of producing properties and before commencement of drilling operations on undeveloped properties.Individual propertiesmay be subject to burdens that we believe do not materially interfere with the use or affect the value
224、of the properties.As is customary in the industry,in the case ofundeveloped properties,often cursory investigation of record title is made at the time of lease acquisition.Burdens on properties may include customary royalty interests,liens incident to operating agreements and for current taxes,oblig
225、ations or duties under applicable laws,development obligations under natural gas leases,or net profitsinterests.Derivative ActivitiesWe enter into commodity derivative contracts with unaffiliated third parties,generally lenders under our Revolving Credit Facility or their affiliates,to achieve morep
226、redictable cash flows and to reduce our exposure to fluctuations in oil and natural gas prices.We intend to enter into commodity derivative contracts at times and on termsdesired to maintain a portfolio of commodity derivative contracts covering at least 50%75%of our estimated production from total
227、proved developed producing reservesover a one-to-three-year period at any given point of time.We may,however,from time to time,hedge more or less than this approximate amount.Periodically,we enter into interest rate swaps to mitigate exposure to market rate fluctuations by converting variable intere
228、st rates(such as those in our RevolvingCredit Facility)to fixed interest rates.It is our policy to enter into derivative contracts only with creditworthy counterparties,which generally are financial institutions,deemed by management ascompetent and competitive market makers.Some of the lenders,or ce
229、rtain of their affiliates,under our Revolving Credit Facility are counterparties to our derivative contracts.We will continue to evaluate the benefit of employing derivatives in the future.CompetitionWe operate in a highly competitive environment for acquiring properties,leasing acreage,contracting
230、for drilling equipment and securing trained personnel.Many ofour competitors possess and employ financial,technical and personnel resources substantially greater than ours,which can be particularly important in the areas in which weoperate.As a result,our competitors may be able to pay more for prod
231、uctive oil and natural gas properties and exploratory prospects,as well as evaluate,bid for and purchasea greater number of properties and prospects than our financial or personnel resources permit.Our ability to acquire additional properties and to find and develop reserves willdepend on our abilit
232、y to evaluate and select suitable properties and to consummate transactions in a highly competitive environment.In addition,there is substantialcompetition for capital available for investment in the oil and natural gas industry and many of our competitors have access to capital at a lower cost than
233、 that available to us.Table of Contents23Seasonal Nature of BusinessThe price we receive for our natural gas production is impacted by seasonal fluctuations in demand for natural gas.The demand for natural gas typically peaksduring the coldest months and tapers off during the milder months,with a sl
234、ight increase during the summer to meet the demands of electric generators.The weather duringany particular season can affect this cyclical demand for natural gas.Seasonal anomalies such as mild winters or hot summers can lessen or intensify this fluctuation.Inaddition,certain natural gas users util
235、ize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer.This can also lessenseasonal demand fluctuations.Hydraulic FracturingHydraulic fracturing is used as a means to maximize the productivity of almost every well that we drill and complete,ex
236、cept in our offshore wells.Hydraulicfracturing is a necessary part of the completion process because our properties are dependent upon our ability to effectively fracture the producing formations in order toproduce at economic rates.Our proved developed non-producing and proved undeveloped reserves
237、make up 19.4%of the total proved reserves,with approximately 30.7%ofthese requiring hydraulic fracturing as of December 31,2024.We believe we have followed and continue to substantially follow applicable industry standard practices and legal and regulatory requirements for groundwaterprotection in o
238、ur hydraulic fracturing operations,which are subject to supervision by state and federal regulators(including the U.S.Bureau of Land Management(the“BLM”)on federal acreage).These protective measures include setting surface casing at a depth sufficient to protect fresh water zones as determined by re
239、gulatory agenciesand cementing the well to create a permanent isolating barrier between the casing pipe and surrounding geological formations.This aspect of well design is intended toessentially eliminate a pathway for the fracturing fluid to contact any aquifers during the hydraulic fracturing oper
240、ations.For recompletions of existing wells,the productioncasing is pressure tested prior to perforating the new completion interval.Injection rates and pressures are monitored instantaneously and in real time at the surface during our hydraulic fracturing operations.Pressure is monitored on boththe
241、injection string and the immediate annulus to the injection string.Hydraulic fracturing operations would be shut down immediately if an abnormal change occurred to theinjection pressure or annular pressure.Certain state regulations require disclosure of the components in the solutions used in hydrau
242、lic fracturing operations.Approximately 99%of the hydraulic fracturingfluids we use are made up of water and sand,and the fluids are managed and used in accordance with applicable requirements.Hydraulic fracture stimulation requires the use of a significant volume of water.Upon flowback of the water
243、,we dispose of it into approved disposal or injectionwells.We currently do not discharge water to the surface.For information regarding existing and proposed governmental regulations regarding hydraulic fracturing and related environmental matters,see“Environmental,Occupational Health and Safety Mat
244、ters and Regulations Hydraulic Fracturing.”Table of Contents24InsuranceIn accordance with customary industry practice,we maintain insurance against many,but not all,potential losses or liabilities arising from our operations and at coststhat we believe to be economic.We regularly review our risks of
245、 loss and the cost and availability of insurance and revise our insurance accordingly.Our insurance does notcover every potential risk associated with our operations,including the potential loss of significant revenues.We can provide no assurance that our coverage will adequatelyprotect us against l
246、iability from all potential consequences,damages and losses.We currently have insurance policies that include the following:Commercial General Liability;Oil Pollution Act Liability;Primary Umbrella/Excess Liability;Pollution Legal Liability;Property;Charterers Legal Liability;Workers Compensation;No
247、n-Owned Aircraft Liability;Employers Liability;Automobile Liability;Maritime Employers Liability;Directors&Officers Liability;U.S.Longshore and Harbor Workers;Employment Practices Liability;Energy Package/Control of Well;Crime;and Loss of Production Income;Fiduciary Liability.Cybersecurity;We contin
248、uously monitor regulatory changes and comments and consider their impact on the insurance market,along with and our overall risk profile.As necessary,we will adjust our risk and insurance program to provide protection at a level we consider appropriate while weighing the cost of insurance against th
249、e potential andmagnitude of disruption to our operations and cash flows.Changes in laws and regulations could lead to changes in underwriting standards,limitations on scope and amountof coverage,and higher premiums,including possible increases in liability caps for claims of damages from oil spills.
250、Environmental,Occupational Health and Safety Matters and RegulationsGeneralOur oil and natural gas development and production operations are subject to stringent and complex federal,state and local laws and regulations governing thedischarge of materials into the environment,occupational health and
251、safety aspects of our operations,or otherwise relating to protection of the environment and naturalresources.These laws and regulations impose numerous obligations applicable to our operations,including the acquisition of certain permits before conducting regulateddrilling activities;the restriction
252、 of types,quantities and concentration of materials that can be released into the environment;the limitation or prohibition of drilling activitieson certain lands lying within wilderness,wetlands,seismically active areas and other protected areas;the application of specific health and safety criteri
253、a addressing workerprotection;and the imposition of substantial liabilities for pollution resulting from our operations.Numerous governmental authorities,such as the U.S.EnvironmentalProtection Agency(the“EPA”)and analogous state agencies,have the power to enforce compliance with these laws and regu
254、lations and the permits issued under them,oftenrequiring difficult and costly compliance or corrective actions.Failure to comply with these laws and regulations may result in the assessment of sanctions,includingadministrative,civil or criminal penalties;the imposition of investigatory or remedial o
255、bligations;the suspension or revocation of necessary permits,licenses andauthorizations;the requirement that additional pollution controls be installed;and,in some instances,the issuance of orders limiting or prohibiting some or all of ouroperations.We may also experience delays in obtaining or be u
256、nable to obtain required permits,which may delay or interrupt our operations and limit our growth andrevenue.In addition,the long-term trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment and thus,our costs of compliance
257、may increase if existing laws and regulations are revised or reinterpreted,or if new laws and regulations become applicable to our operations.Table of Contents25Under certain environmental laws that impose strict as well as joint and several liability,we may be required to remediate contaminated pro
258、perties currently orformerly owned or operated by us or facilities of third parties that received waste generated by our operations regardless of whether such contamination resulted from theconduct of others or from our own actions that were in compliance with all applicable laws at the time such ac
259、tions were taken.In addition,claims for damages to persons orproperty,including natural resources,may result from the environmental,health and safety impacts of our operations.Moreover,public interest in the protection of theenvironment has increased in recent years.New laws and regulations continue
260、 to be enacted,particularly at the state level,and the long-term trend of more expansive andstringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue,resulting in increased costs of doing business andconsequently affecting profitability.To t
261、he extent new or more stringent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringentand costly operating,waste handling,disposal and cleanup requirements,our business,prospects,financial condition or results of operations could be materially advers
262、elyaffected.The following is a summary of the more significant existing environmental,occupational health and safety laws and regulations to which our business operations aresubject and for which compliance may have a material adverse impact on our operations,capital expenditures,earnings or competi
263、tive position.Offshore OperationsOur oil and gas operations associated with our Beta properties are conducted on offshore leases in federal waters,and those operations are regulated by agencies suchas BOEM and BSEE,which have broad authority to regulate our oil and gas operations associated with our
264、 Beta properties.BOEM is responsible for managing environmentally and economically responsible development of the nations offshore resources.Its functions include offshoreleasing,resource evaluation,review and administration of oil and gas exploration and development plans,renewable energy developme
265、nt,and National Environmental PolicyAct(“NEPA”)analysis and environmental review.Lessees must obtain BOEM approval for exploration,development and production plans prior to the commencement ofoffshore operations.BOEM generally requires that lessees have substantial net worth,post supplemental bonds
266、or provide other acceptable assurances that the obligations willbe met.In October 2020,BOEM and BSEE issued a proposed rule to clarify,streamline,and provide greater transparency to financial assurance requirements for the oil andgas industry,including streamlining the evaluation criteria for determ
267、ining if and when additional security is required for Outer Continental Shelf(“OCS”)leases,pipelinerights-of-way and rights-of-use and easement(“RUE”)and revising the process for issuing decommissioning obligations for facilities on the OCS.Pursuant to prior ExecutiveOrder 13990,BOEM decided not to
268、move forward with the BOEM-administered portions,and instead issued a new notice of proposed rulemaking to address the financialpolicy concerns.BSEE finalized the BSEE-related provisions,which became effective on May 18,2023,to focus on clarifying decommissioning obligations of RUE grantholders and
269、promulgate BSEE policy regarding the obligations of predecessors that must decommission their units.In April 2024,BOEM announced a final rule,whichmodified criteria for determining whether oil,gas,and sulfur lessees,RUE grant holders,and pipeline right-of-way grant holders are required to provide bo
270、nds or otherfinancial assurance above what is currently required to ensure compliance with OCS obligations.The final rule also codified the use of the BSEEs probabilistic estimates ofdecommissioning costs in setting the levels of demand for supplemental financial assurance,removed restrictive provis
271、ions for third-party guarantees and decommissioningaccounts,and added new criteria for cancelling supplemental financial assurance.BSEE is responsible for safety and environmental oversight of offshore oil and gas operations.Its functions include the development and enforcement of safety andenvironm
272、ental regulations,permitting offshore exploration,development and production,inspections,offshore regulatory programs,oil spill response and training andenvironmental compliance programs.BSEE regulations require offshore production facilities and pipelines located on the OCS to meet stringent engine
273、ering and constructionspecifications,and in August 2023 and August 2024 BSEE announced two final rules which added safety-related regulations concerning the design and operating proceduresof these facilities and pipelines,including regulations to safeguard against or respond to well blowouts and oth
274、er catastrophes and manage equipment used in high pressurehigh temperature environments.BSEE regulations also restrict the flaring or venting of natural gas,prohibit the flaring of liquid hydrocarbons and govern the plugging andabandonment of wells located offshore and the installation and removal o
275、f all fixed drilling and production facilities.BOEM and BSEE have adopted regulations providing for enforcement actions,including civil penalties and lease forfeiture or cancellation for failure to comply withregulatory requirements for offshore operations.If we fail to pay royalties or comply with
276、safety and environmental regulations,BOEM and BSEE may require that ouroperations on the Beta properties be suspended or terminated,and we may be subject to civil or criminal liability,which may have a negative impact on our operations,capitalexpenditures,earnings or competitive position.Table of Co
277、ntents26In addition to permits and approvals required by BOEM and BSEE,approvals and permits may be required from other agencies for the oil and gas operationsassociated with our Beta properties,such as the U.S.Coast Guard,the EPA,U.S.Department of Transportation,U.S.Army Corps of Engineers and the
278、South Coast AirQuality Management District.Hazardous Substances and Waste HandlingOur operations are subject to environmental laws and regulations relating to the management and release of hazardous substances,solid and hazardous wastes andpetroleum hydrocarbons.These laws generally regulate the gen
279、eration,storage,treatment,transportation and disposal of solid and hazardous waste and may impose strict and,in some cases,joint and several liability for the investigation and remediation of affected areas where hazardous substances may have been released or disposed.TheComprehensive Environmental
280、Response,Compensation and Liability Act,as amended(“CERCLA”),also referred to as the Superfund law and comparable state laws,impose liability,without regard to fault or the legality of the original conduct,on certain classes of persons deemed“responsible parties.”These persons include currentowners
281、or operators of the site where a release of hazardous substances occurred,prior owners or operators that owned or operated the site at the time of the release ordisposal of hazardous substances and companies that disposed or arranged for the disposal of the hazardous substances found at the site.Und
282、er CERCLA,these persons maybe subject to strict and joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment,for damages to naturalresources and for the costs of certain health studies.CERCLA also authorizes the EPA and,in some in
283、stances,third parties to act in response to threats to the public health orthe environment and to seek to recover the costs they incur from the responsible classes of persons.Despite the“petroleum exclusion”of Section 101(14)of CERCLA,whichcurrently encompasses natural gas,we may nonetheless handle
284、hazardous substances within the meaning of CERCLA,or similar state statutes,in the course of our ordinaryoperations and as a result,may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances havebeen released into the
285、environment.Also,comparable state statutes may not contain a similar exemption for petroleum,and it is also not uncommon for neighboringlandowners and other third parties to file common law-based claims for personal injury and property damage allegedly caused by hazardous substances or other polluta
286、ntsreleased into the environment.In addition,we may have liability for releases of hazardous substances at our properties by prior owners or operators or other third parties.The Oil Pollution Act of 1990(“OPA”)is the primary federal law imposing oil spill liability.The OPA contains numerous requirem
287、ents relating to the prevention of,and response to petroleum releases into waters of the United States,including the requirement that operators of offshore facilities and certain onshore facilities near orcrossing waterways must maintain certain significant levels of financial assurance to cover pot
288、ential environmental cleanup and restoration costs.Under the OPA,strict,jointand several liability may be imposed on“responsible parties”for all containment and cleanup costs and certain other damages arising from a release,including,but notlimited to,the costs of responding to a release of oil to s
289、urface waters and natural resource damages resulting from oil spills into or upon navigable waters,adjoiningshorelines or in the exclusive economic zone of the United States.A“responsible party”includes the owner or operator of an onshore facility.The OPA establishes a liabilitylimit for onshore fac
290、ilities,but these liability limits may not apply if:a spill is caused by a partys gross negligence or willful misconduct;the spill resulted from violation of afederal safety,construction or operating regulation;or a party fails to report a spill or to cooperate fully in a cleanup.We are also subject
291、 to analogous state statutes thatimpose liabilities with respect to oil spills.For example,the California Department of Fish and Wildlifes Office of Oil Spill Prevention and Response has adopted oil-spillprevention regulations that overlap with federal regulations.We also generate solid wastes,inclu
292、ding hazardous wastes,which are subject to the requirements of the Resource Conservation and Recovery Act,as amended(“RCRA”),and comparable state statutes.Although RCRA regulates both solid and hazardous wastes,it imposes stringent requirements on the generation,storage,treatment,transportation and
293、disposal of hazardous wastes.Certain petroleum production wastes are excluded from RCRAs hazardous waste regulations.These wastes,instead,areregulated under RCRAs less stringent solid waste provisions,state laws or other federal laws.It is possible that these wastes,which could include wastes curren
294、tly generatedduring our operations,could be designated as“hazardous wastes”in the future and,therefore,be subject to more rigorous and costly disposal requirements.Indeed,legislationhas been proposed from time to time in Congress to re-categorize certain oil and gas exploration and production wastes
295、 as“hazardous wastes.”Any such changes,includingto state programs,could result in an increase in our costs to manage and dispose of oil and gas waste,which could have a material adverse effect on our maintenance capitalexpenditures and operating expenses.It is possible that our oil and natural gas o
296、perations may require us to manage naturally occurring radioactive materials(“NORM”).NORM are present in varyingconcentrations in sub-surface formations,including hydrocarbon reservoirs,and may become concentrated in scale,film and sludge in equipment that comes into contact withcrude oil and natura
297、l gas production and processing streams.Some states have enacted regulations governing the handling,treatment,storage and disposal of NORM.Table of Contents27Administrative,civil and criminal penalties can be imposed for failure to comply with hazardous substance and waste handling requirements.We b
298、elieve that we arein substantial compliance with the requirements of CERCLA,OPA,RCRA,and other applicable federal and related state and local laws and regulations,and that we hold allnecessary and up-to-date permits,registrations and other authorizations required under such laws and regulations.Alth
299、ough we believe that the current costs of managing ourhazardous substances and wastes as they are presently classified are reflected in our budget,any legislative or regulatory reclassification of oil and natural gas exploration andproduction wastes could increase our costs to manage and dispose of
300、such wastes.Water DischargesThe Federal Water Pollution Control Act(the“Clean Water Act”),the Safe Drinking Water Act(“SDWA”),the OPA and analogous state laws,impose restrictionsand strict controls with respect to the discharge of pollutants,including oil and hazardous substances,into navigable wate
301、rs of the United States,as well as state waters.Thedischarge of pollutants into regulated waters is prohibited,except in accordance with the terms of a permit issued by the EPA or an analogous state agency.These laws andregulations also prohibit certain activity in wetlands unless authorized by a pe
302、rmit issued by the U.S.Army Corps of Engineers(“Corps”).In June 2015,the EPA and theCorps issued a rule to revise the definition of“waters of the United States”(“WOTUS”)for all Clean Water Act programs,which never took effect before being replaced bythe Navigable Waters Protection Rule(the“NWPR”)in
303、April 2020.The NWPR was vacated by two separate federal district courts in late 2021.The definition of WOTUSwas further impacted by the U.S.Supreme Courts decision issued in May 2023 in Sackett v.EPA wherein the Court held that the jurisdiction of the Clean Water Act extendsonly to those adjacent we
304、tlands that are indistinguishable from traditional navigable bodies of water due to a continuous surface connection and rejected the“significantnexus”test embraced in earlier jurisprudence.In September 2023,the EPA and the Corps published a direct-to-final rule redefining WOTUS to align with the dec
305、ision inSackett.The final rule eliminated the“significant nexus”test from consideration when determining federal jurisdiction and clarified that the Clean Water Act only extends torelatively permanent bodies of water and wetlands that have a continuous surface connection with such bodies of water.Ho
306、wever,roughly half of the states and otherplaintiffs are continuing to challenge the rule,and the EPA and the Corps are using the pre-2015 definition of WOTUS in these states while litigation continues.As a result,substantial uncertainty exists with respect to future implementation of the September
307、2023 rule and the scope of CWA jurisdiction more generally.The EPA has also adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain individual permits or coverage undergeneral permits for storm water discharges.Costs may be associated with the treatm
308、ent of storm water or developing and implementing storm water pollution preventionplans,as well as for monitoring and sampling the storm water runoff from certain of our facilities.Some states also maintain groundwater protection programs that requirepermits or specify other requirements for dischar
309、ges or operations that may impact groundwater conditions.These same regulatory programs may also limit the total volumeof water that can be discharged,hence limiting the rate of development and requiring us to incur compliance costs.Additionally,we are required to develop and implementspill preventi
310、on,control and countermeasure plans,in connection with on-site storage of significant quantities of oil.These laws and any implementing regulations provide for administrative,civil and criminal penalties for any unauthorized discharges of oil and other substances inreportable quantities and may impo
311、se substantial potential liability for the costs of removal,remediation and damages.Additionally,obtaining permits has the potential todelay the development of natural gas and oil projects.We maintain all required discharge permits necessary to conduct our operations and we believe we are in substan
312、tialcompliance with their terms.Table of Contents28In addition,in some instances,the operation of underground injection wells for the disposal of wastewater has been alleged to cause earthquakes.For example,theEPA released a report with findings and recommendations related to public concern about in
313、duced seismic activity from disposal wells.In some jurisdictions,such issues haveled to orders prohibiting continued injection or the suspension of drilling in certain wells identified as possible sources of seismic activity or resulted in stricter regulatoryrequirements relating to the location and
314、 operation of underground injection wells.Such issues have also led to lawsuits by private parties alleging damages relating toinduced seismicity.For example,the Railroad Commission of Texas(the“Commission”)requires applicants for new disposal wells that will receive non-hazardous producedwater and
315、hydraulic fracturing flowback fluid to conduct seismic activity searches utilizing the U.S.Geological Survey,which are intended to determine the potential forearthquakes within a circular area of 100 square miles around a proposed,new disposal well.The Commission is authorized to modify,suspend or t
316、erminate a disposal wellpermit if scientific data indicates a disposal well is likely to contribute to seismic activity.The Commission is also considering new restrictions that could limit the volumeand pressure of produced water injected into disposal wells.Additionally,we conduct oil and gas drill
317、ing and production operations in the Mississippian Lime formation inOklahoma,a high-water play,which requires us to dispose of large volumes of saltwater generated as part of our operations.The Oklahoma Geological Survey attributed anincrease in seismic activity in Oklahoma to saltwater disposal wel
318、ls in the Arbuckle formation and,the Oklahoma Corporation Commission(the“OCC”),whose Oil and GasConservation Division regulates oil and gas operations in Oklahoma,issued regulations targeting saltwater disposal activities in certain areas of interest within the Arbuckleformation.The regulations incl
319、ude operational requirements(i.e.,mechanical integrity testing of wells permitted for disposal of 20,000 or more barrels of water per day,dailymonitoring and recording of well pressure and discharge volume),as well as orders to shut-in wells,reduce well depths,or decrease disposal volumes.Under thes
320、eregulations,the OCC ordered us to limit the volume of saltwater disposed of in saltwater disposal wells in the Arbuckle formation,and it established caps for ten of oursaltwater disposal wells,which caps are still in place.To ensure that we had an adequate number of wells for disposal,we secured pe
321、rmits for additional saltwater disposalwells outside of the Arbuckle formation.We are currently in compliance with all OCC saltwater disposal requirements and have maintained our production base without anynegative material impact.However,any future orders or regulations addressing concerns about se
322、ismic activity from well injection in jurisdictions where we operate couldaffect or curtail our operations.Hydraulic FracturingWe use hydraulic fracturing extensively in our onshore operations,but not our offshore operations.Hydraulic fracturing is an essential and common practice in theoil and gas
323、industry used to stimulate production of natural gas and/or oil from low permeability subsurface rock formations.Hydraulic fracturing involves using water,sandand certain chemicals to fracture the hydrocarbon-bearing rock formation to allow the flow of hydrocarbons into the wellbore.While hydraulic
324、fracturing has historically beenregulated by state oil and natural gas commissions,the practice has become increasingly controversial in certain parts of the country,resulting in increased scrutiny andregulation.For example,the EPAs wastewater pretreatment standards prohibit onshore unconventional o
325、il and natural gas extraction facilities from sending wastewater topublicly-owned treatment works.This restriction of disposal options for hydraulic fracturing waste and other changes to environmental requirements may result in increasedcosts.The BLM had previously issued a rule that would restrict
326、hydraulic fracturing on federal and Indian lands,but the BLM rescinded that rule in December 2017,overruling the objections of several environmental groups and states that challenged rescission of the rule.In July 2023,legislation was introduced in Congress that wouldhave given the EPA the authority
327、 to regulate hydraulic fracturing processes across the U.S.and require U.S.fracturing companies to publicly disclose the chemicals used insuch process,but that legislation did not pass out of committee.Several states have also adopted,or are considering adopting,regulations requiring the disclosure
328、of the chemicals used in hydraulic fracturing and/or otherwiseimposing additional requirements for hydraulic fracturing activities.For example,Oklahoma requires oil and gas producers to report the chemicals they use in hydraulicfracturing to FracFocus.org,a national hydraulic fracturing chemical reg
329、istry,or to the OCC,which will convey the information to FracFocus.org.The Louisiana Departmentof Natural Resources has adopted rules requiring the public disclosure of the composition and volume of fracturing fluids used in hydraulic fracturing operations.Also,Texasrequires oil and natural gas oper
330、ators to disclose to the Commission and the public the chemicals used in the hydraulic fracturing process,as well as the total volume of waterused.Texas has also imposed requirements for drilling,putting pipe down and cementing wells,and testing and reporting requirements.Table of Contents29Certain
331、governmental reviews have been conducted that focus on environmental aspects of hydraulic fracturing practices,which could lead to increased regulation.For example,in 2016,the EPA issued a report examining the potential for hydraulic fracturing activities to impact drinking water resources,finding t
332、hat,under somecircumstances,the use of water in hydraulic fracturing activities can impact drinking water resources.The EPA has also issued a report on onshore conventional andunconventional oil and gas extraction wastewater management,and conducted a study of private wastewater treatment facilities
333、,also known as centralized waste treatmentfacilities,accepting oil and gas extraction wastewater.Other governmental agencies,including the U.S.Department of Energy,the U.S.Geological Survey,and the U.S.Government Accountability Office,have evaluated various other aspects of hydraulic fracturing.These studies could spur initiatives to further regulate hydraulic fracturingand could ultimately make i