0001602065-24-000010.txt : 20240222 0001602065-24-000010.hdr.sgml : 20240222 20240222160240 ACCESSION NUMBER: 0001602065-24-000010 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 99 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240222 DATE AS OF CHANGE: 20240222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Viper Energy, Inc. CENTRAL INDEX KEY: 0001602065 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 465001985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36505 FILM NUMBER: 24664613 BUSINESS ADDRESS: STREET 1: 500 WEST TEXAS AVENUE STREET 2: SUITE 100 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 432-221-7400 MAIL ADDRESS: STREET 1: 500 WEST TEXAS AVENUE STREET 2: SUITE 100 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: Viper Energy Partners LP DATE OF NAME CHANGE: 20140307 10-K 1 vnom-20231231.htm 10-K vnom-20231231
false2023FY0001602065http://fasb.org/us-gaap/2023#RoyaltyMemberhttp://fasb.org/us-gaap/2023#RoyaltyMemberhttp://fasb.org/us-gaap/2023#RoyaltyMemberP8Y00016020652023-01-012023-12-3100016020652023-06-30iso4217:USD0001602065us-gaap:CommonClassAMember2024-02-16xbrli:shares0001602065us-gaap:CommonClassBMember2024-02-1600016020652023-12-3100016020652022-12-310001602065us-gaap:NonrelatedPartyMember2023-12-310001602065us-gaap:NonrelatedPartyMember2022-12-310001602065us-gaap:RelatedPartyMember2023-12-310001602065us-gaap:RelatedPartyMember2022-12-310001602065vnom:CommonUnitsMember2022-12-310001602065vnom:CommonUnitsMember2023-12-310001602065vnom:ClassBUnitsMember2022-12-310001602065vnom:ClassBUnitsMember2023-12-310001602065us-gaap:CommonClassAMember2023-12-31iso4217:USDxbrli:shares0001602065us-gaap:CommonClassAMember2022-12-310001602065us-gaap:CommonClassBMember2023-12-310001602065us-gaap:CommonClassBMember2022-12-3100016020652021-01-012021-12-3100016020652022-01-012022-12-310001602065us-gaap:RelatedPartyMember2023-01-012023-12-310001602065us-gaap:RelatedPartyMember2022-01-012022-12-310001602065us-gaap:RelatedPartyMember2021-01-012021-12-310001602065us-gaap:NonrelatedPartyMember2023-01-012023-12-310001602065us-gaap:NonrelatedPartyMember2022-01-012022-12-310001602065us-gaap:NonrelatedPartyMember2021-01-012021-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2020-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2020-12-310001602065us-gaap:GeneralPartnerMember2020-12-310001602065us-gaap:OtherOwnershipInterestMember2020-12-3100016020652020-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2021-01-012021-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2021-01-012021-12-310001602065us-gaap:OtherOwnershipInterestMember2021-01-012021-12-310001602065us-gaap:GeneralPartnerMember2021-01-012021-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2021-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2021-12-310001602065us-gaap:GeneralPartnerMember2021-12-310001602065us-gaap:OtherOwnershipInterestMember2021-12-3100016020652021-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2022-01-012022-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2022-01-012022-12-310001602065us-gaap:OtherOwnershipInterestMember2022-01-012022-12-310001602065us-gaap:GeneralPartnerMember2022-01-012022-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2022-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2022-12-310001602065us-gaap:GeneralPartnerMember2022-12-310001602065us-gaap:OtherOwnershipInterestMember2022-12-310001602065us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-12-310001602065us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-12-310001602065us-gaap:AdditionalPaidInCapitalMember2022-12-310001602065us-gaap:RetainedEarningsMember2022-12-310001602065us-gaap:NoncontrollingInterestMember2022-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2023-01-012023-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2023-01-012023-12-310001602065us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-01-012023-12-310001602065us-gaap:CommonClassBMemberus-gaap:CommonStockMember2023-01-012023-12-310001602065us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001602065us-gaap:GeneralPartnerMember2023-01-012023-12-310001602065us-gaap:RetainedEarningsMember2023-01-012023-12-310001602065us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001602065us-gaap:LimitedPartnerMembervnom:CommonUnitsMember2023-12-310001602065us-gaap:LimitedPartnerMembervnom:ClassBUnitsMember2023-12-310001602065us-gaap:GeneralPartnerMember2023-12-310001602065us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-12-310001602065us-gaap:CommonClassBMemberus-gaap:CommonStockMember2023-12-310001602065us-gaap:AdditionalPaidInCapitalMember2023-12-310001602065us-gaap:RetainedEarningsMember2023-12-310001602065us-gaap:NoncontrollingInterestMember2023-12-3100016020652023-11-132023-11-130001602065us-gaap:CommonClassBMember2023-11-132023-11-1300016020652023-11-12xbrli:pure0001602065us-gaap:CommonClassAMember2023-11-132023-11-130001602065us-gaap:CommonClassBMember2023-11-130001602065us-gaap:CommonStockMembersrt:MinimumMember2023-11-130001602065srt:MaximumMember2023-11-13vnom:director0001602065srt:MinimumMember2023-11-1300016020652023-11-130001602065vnom:ViperEnergyIncMembervnom:DiamondbackEnergyInc.Member2023-12-310001602065us-gaap:OilAndGasPropertiesMember2023-01-012023-12-31iso4217:USDutr:Boe0001602065us-gaap:OilAndGasPropertiesMember2022-01-012022-12-310001602065us-gaap:OilAndGasPropertiesMember2021-01-012021-12-310001602065us-gaap:SeniorNotesMembervnom:A5375SeniorUnsecuredNotesDue2027Member2023-12-310001602065us-gaap:SeniorNotesMembervnom:A7375SeniorUnsecuredNotesDue2031Member2023-12-310001602065vnom:RoyaltyIncomeReceivableMembersrt:AffiliatedEntityMember2023-12-310001602065vnom:RoyaltyIncomeReceivableMembersrt:AffiliatedEntityMember2022-12-310001602065vnom:LeaseBonusIncomeMembersrt:AffiliatedEntityMember2023-01-012023-12-310001602065vnom:DiamondbackEnergyInc.Member2023-01-012023-12-310001602065vnom:SwallowtailAcquisitionLeaseBonusMembersrt:AffiliatedEntityMember2023-01-012023-12-310001602065us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueRightsGrantedMembervnom:VitolMidstreamPipelineLLCMember2023-01-012023-12-310001602065us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueRightsGrantedMembervnom:DKTradingAndSupplyLLCMember2023-01-012023-12-310001602065us-gaap:CustomerConcentrationRiskMembervnom:ShellTradingUSCompanyMemberus-gaap:RevenueRightsGrantedMember2022-01-012022-12-310001602065us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueRightsGrantedMembervnom:VitolMidstreamPipelineLLCMember2022-01-012022-12-310001602065vnom:TrafiguraTradingLLCMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueRightsGrantedMember2021-01-012021-12-310001602065us-gaap:CustomerConcentrationRiskMembervnom:ShellTradingUSCompanyMemberus-gaap:RevenueRightsGrantedMember2021-01-012021-12-310001602065us-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueRightsGrantedMembervnom:VitolMidstreamPipelineLLCMember2021-01-012021-12-310001602065vnom:OilIncomeMember2023-01-012023-12-310001602065vnom:OilIncomeMember2022-01-012022-12-310001602065vnom:OilIncomeMember2021-01-012021-12-310001602065vnom:NaturalGasIncomeMember2023-01-012023-12-310001602065vnom:NaturalGasIncomeMember2022-01-012022-12-310001602065vnom:NaturalGasIncomeMember2021-01-012021-12-310001602065vnom:NaturalGasLiquidsIncomeMember2023-01-012023-12-310001602065vnom:NaturalGasLiquidsIncomeMember2022-01-012022-12-310001602065vnom:NaturalGasLiquidsIncomeMember2021-01-012021-12-310001602065vnom:GRPAcquisitionMember2023-11-010001602065vnom:GRPAcquisitionMember2023-11-012023-11-010001602065vnom:A2023PermianBasinAcquisitionMember2023-11-012023-11-01utr:acre0001602065vnom:A2023OtherMajorBasinAcquisitionsMember2023-11-012023-11-0100016020652023-10-312023-10-310001602065vnom:DropDownAcquisitionMember2023-03-082023-03-080001602065vnom:DropDownAcquisitionMember2023-03-08utr:bbl0001602065vnom:A2023AcquisitionPermianBasinMember2023-01-012023-12-310001602065vnom:A2022AcquisitionPermianBasinMember2022-01-012022-12-310001602065vnom:EagleFordShaleMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembervnom:ThirdPartyOperatedAcreageMember2022-12-310001602065vnom:EagleFordShaleMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembervnom:ThirdPartyOperatedAcreageMember2022-10-012022-12-310001602065vnom:DelawareBasinMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembervnom:ThirdPartyOperatedAcreageMember2022-09-300001602065vnom:DelawareBasinMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembervnom:ThirdPartyOperatedAcreageMember2022-07-012022-09-300001602065vnom:MidlandBasinMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembervnom:ThirdPartyOperatedAcreageMember2022-03-310001602065vnom:MidlandBasinMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembervnom:ThirdPartyOperatedAcreageMember2022-01-012022-03-310001602065vnom:SwallowtailAcquisitionMember2021-10-010001602065vnom:SwallowtailAcquisitionMember2021-10-012021-10-010001602065vnom:NorthernMidlandBasinMembervnom:SwallowtailAcquisitionMember2021-10-012021-10-010001602065vnom:Other2021AcquisitionsMember2021-01-012021-12-3100016020652020-01-012020-12-310001602065srt:MinimumMember2023-01-012023-12-310001602065srt:MaximumMember2023-01-012023-12-310001602065us-gaap:SeniorNotesMembervnom:A5375SeniorUnsecuredNotesDue2027Member2022-12-310001602065vnom:A7375SeniorUnsecuredNotesDue2031Member2023-12-310001602065vnom:A7375SeniorUnsecuredNotesDue2031Member2022-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2022-12-310001602065vnom:A7375SeniorUnsecuredNotesDue2031Member2023-10-190001602065vnom:A7375SeniorUnsecuredNotesDue2031Member2023-10-192023-10-190001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2022-11-180001602065us-gaap:RevolvingCreditFacilityMember2023-05-300001602065us-gaap:RevolvingCreditFacilityMember2023-05-310001602065us-gaap:RevolvingCreditFacilityMember2023-09-220001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-01-012023-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2022-01-012022-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2021-01-012021-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMembervnom:SOFRMember2023-01-012023-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMemberus-gaap:FederalFundsEffectiveSwapRateMember2023-01-012023-12-310001602065vnom:A1MonthAdjustedTermSOFRMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-01-012023-12-310001602065us-gaap:BaseRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMembersrt:MinimumMember2023-01-012023-12-310001602065us-gaap:BaseRateMembersrt:MaximumMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-01-012023-12-310001602065vnom:AdjustedTermSOFRMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMembersrt:MinimumMember2023-01-012023-12-310001602065vnom:AdjustedTermSOFRMembersrt:MaximumMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-01-012023-12-310001602065us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMembersrt:MinimumMember2023-01-012023-12-310001602065srt:MaximumMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-01-012023-12-310001602065srt:MaximumMembervnom:OperatingCompanyRevolvingCreditFacilityMember2023-12-310001602065vnom:OperatingCompanyRevolvingCreditFacilityMembersrt:MinimumMember2023-12-310001602065vnom:DiamondbackEnergyInc.Memberus-gaap:CommonClassAMember2023-12-310001602065us-gaap:CommonClassBMembervnom:DiamondbackEnergyInc.Member2023-12-310001602065vnom:DiamondbackEnergyInc.Member2023-01-012023-12-310001602065us-gaap:CommonClassBMember2023-01-012023-12-310001602065us-gaap:CommonClassAMember2023-01-012023-12-3100016020652023-10-310001602065vnom:CommonShareRepurchaseProgramMember2023-12-310001602065vnom:CommonShareRepurchaseProgramMember2023-01-012023-12-310001602065vnom:CommonShareRepurchaseProgramMember2022-01-012022-12-310001602065vnom:CommonShareRepurchaseProgramMember2021-01-012021-12-310001602065us-gaap:CommonClassAMember2023-11-012023-11-300001602065us-gaap:CommonClassAMember2022-01-012022-12-310001602065srt:AffiliatedEntityMember2023-01-012023-12-310001602065srt:AffiliatedEntityMember2022-01-012022-12-310001602065srt:AffiliatedEntityMember2021-01-012021-12-310001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-02-192021-02-190001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-02-190001602065us-gaap:CashDistributionMember2021-02-192021-02-190001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2021-02-190001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-04-272021-04-270001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-04-270001602065us-gaap:CashDistributionMember2021-04-272021-04-270001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2021-04-270001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-07-282021-07-280001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-07-280001602065us-gaap:CashDistributionMember2021-07-282021-07-280001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2021-07-280001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-10-272021-10-270001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2021-10-270001602065us-gaap:CashDistributionMember2021-10-272021-10-270001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2021-10-270001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-02-162022-02-160001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-02-160001602065us-gaap:CashDistributionMember2022-02-162022-02-160001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2022-02-160001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-04-272022-04-270001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-04-270001602065us-gaap:CashDistributionMember2022-04-272022-04-270001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2022-04-270001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-07-262022-07-260001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-07-260001602065us-gaap:CashDistributionMember2022-07-262022-07-260001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2022-07-260001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-11-032022-11-030001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2022-11-030001602065us-gaap:CashDistributionMember2022-11-032022-11-030001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2022-11-030001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-02-152023-02-150001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-02-150001602065us-gaap:CashDistributionMember2023-02-152023-02-150001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2023-02-150001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-04-262023-04-260001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-04-260001602065us-gaap:CashDistributionMember2023-04-262023-04-260001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2023-04-260001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-07-252023-07-250001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-07-250001602065us-gaap:CashDistributionMember2023-07-252023-07-250001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2023-07-250001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-11-022023-11-020001602065vnom:OperatingCompanyShareMemberus-gaap:CashDistributionMember2023-11-020001602065us-gaap:CashDistributionMember2023-11-022023-11-020001602065us-gaap:CashDistributionMemberus-gaap:CommonStockMember2023-11-020001602065vnom:DiamondbackEnergyInc.Member2023-12-310001602065us-gaap:CashDistributionMember2023-01-012023-12-310001602065us-gaap:StateAndLocalJurisdictionMember2023-12-310001602065vnom:DerivativeSettlementMonthOneMembervnom:DerivativeSettlementYearOneMembervnom:WTICushingMembersrt:CrudeOilMemberus-gaap:PutOptionMember2023-01-012023-12-310001602065vnom:DerivativeSettlementMonthOneMembervnom:DerivativeSettlementYearOneMembervnom:WTICushingMembersrt:CrudeOilMemberus-gaap:PutOptionMember2023-12-31iso4217:USDutr:bbl0001602065vnom:DerivativeSettlementYearOneMembervnom:DerivativeSettlementMonthTwoMembervnom:WTICushingMembersrt:CrudeOilMemberus-gaap:PutOptionMember2023-01-012023-12-310001602065vnom:DerivativeSettlementYearOneMembervnom:DerivativeSettlementMonthTwoMembervnom:WTICushingMembersrt:CrudeOilMemberus-gaap:PutOptionMember2023-12-310001602065vnom:DerivativeSettlementMonthThreeMembervnom:DerivativeSettlementYearOneMembervnom:WTICushingMembersrt:CrudeOilMemberus-gaap:PutOptionMember2023-01-012023-12-310001602065vnom:DerivativeSettlementMonthThreeMembervnom:DerivativeSettlementYearOneMembervnom:WTICushingMembersrt:CrudeOilMemberus-gaap:PutOptionMember2023-12-310001602065vnom:DerivativeSettlementYearOneMembervnom:DerivativeSettlementMonthSixMembervnom:CostlessCollarMembervnom:WTICushingMembersrt:CrudeOilMember2023-01-012023-12-310001602065vnom:DerivativeSettlementYearOneMembervnom:DerivativeSettlementMonthSixMembervnom:CostlessCollarMembervnom:WTICushingMembersrt:CrudeOilMember2023-12-310001602065vnom:DerivativeSettlementMonthThreeMembervnom:DerivativeSettlementYearOneMembervnom:CostlessCollarMembervnom:WTICushingMembersrt:CrudeOilMember2023-01-012023-12-310001602065vnom:DerivativeSettlementMonthThreeMembervnom:DerivativeSettlementYearOneMembervnom:CostlessCollarMembervnom:WTICushingMembersrt:CrudeOilMember2023-12-310001602065srt:NaturalGasPerThousandCubicFeetMembervnom:WahaHubMembervnom:DerivativeSettlementYearOneMemberus-gaap:BasisSwapMembervnom:DerivativeSettlementMonthFiveMember2023-01-012023-12-31utr:MMBTU0001602065srt:NaturalGasPerThousandCubicFeetMembervnom:WahaHubMembervnom:DerivativeSettlementYearOneMemberus-gaap:BasisSwapMembervnom:DerivativeSettlementMonthFiveMember2023-12-31iso4217:USDutr:MMBTU0001602065srt:NaturalGasPerThousandCubicFeetMembervnom:WahaHubMemberus-gaap:BasisSwapMembervnom:DerivativeSettlementMonthFiveMembervnom:DerivativeSettlementYearTwoMember2023-01-012023-12-310001602065srt:NaturalGasPerThousandCubicFeetMembervnom:WahaHubMemberus-gaap:BasisSwapMembervnom:DerivativeSettlementMonthFiveMembervnom:DerivativeSettlementYearTwoMember2023-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2023-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2023-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:DerivativeMember2023-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:CurrentAssetsMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentAssetsMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2022-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMemberus-gaap:DerivativeMembervnom:CurrentLiabilitiesMember2022-12-310001602065us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsRecurringMembervnom:NoncurrentLiabilitiesMemberus-gaap:DerivativeMember2022-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:RevolvingCreditFacilityMember2022-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervnom:A5375SeniorUnsecuredNotesDue2027Member2023-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMembervnom:A5375SeniorUnsecuredNotesDue2027Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:CarryingReportedAmountFairValueDisclosureMembervnom:A5375SeniorUnsecuredNotesDue2027Member2022-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMembervnom:A5375SeniorUnsecuredNotesDue2027Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMembervnom:A7375SeniorUnsecuredNotesDue2031Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMembervnom:A7375SeniorUnsecuredNotesDue2031Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMembervnom:A7375SeniorUnsecuredNotesDue2031Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2022-12-310001602065us-gaap:FairValueMeasurementsNonrecurringMembervnom:A7375SeniorUnsecuredNotesDue2031Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310001602065us-gaap:CommonClassAMemberus-gaap:CashDistributionMemberus-gaap:SubsequentEventMember2024-02-152024-02-150001602065vnom:OperatingCompanyUnitMemberus-gaap:CashDistributionMemberus-gaap:SubsequentEventMember2024-02-152024-02-150001602065vnom:BaseDividendMemberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-02-150001602065vnom:VariableDividendMemberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-02-150001602065srt:OilReservesMember2020-12-31utr:MBbls0001602065srt:NaturalGasReservesMember2020-12-31utr:MMcf0001602065srt:NaturalGasLiquidsReservesMember2020-12-31utr:MBoe0001602065srt:OilReservesMember2021-01-012021-12-310001602065srt:NaturalGasReservesMember2021-01-012021-12-310001602065srt:NaturalGasLiquidsReservesMember2021-01-012021-12-310001602065srt:OilReservesMember2021-12-310001602065srt:NaturalGasReservesMember2021-12-310001602065srt:NaturalGasLiquidsReservesMember2021-12-310001602065srt:OilReservesMember2022-01-012022-12-310001602065srt:NaturalGasReservesMember2022-01-012022-12-310001602065srt:NaturalGasLiquidsReservesMember2022-01-012022-12-310001602065srt:OilReservesMember2022-12-310001602065srt:NaturalGasReservesMember2022-12-310001602065srt:NaturalGasLiquidsReservesMember2022-12-310001602065srt:OilReservesMember2023-01-012023-12-310001602065srt:NaturalGasReservesMember2023-01-012023-12-310001602065srt:NaturalGasLiquidsReservesMember2023-01-012023-12-310001602065srt:OilReservesMember2023-12-310001602065srt:NaturalGasReservesMember2023-12-310001602065srt:NaturalGasLiquidsReservesMember2023-12-310001602065us-gaap:NoncontrollingInterestMember2021-12-310001602065us-gaap:NoncontrollingInterestMember2020-12-31vnom:well0001602065vnom:MiddleSpraberryJoMillMember2023-01-012023-12-310001602065vnom:WolfcampAMember2023-01-012023-12-310001602065vnom:LowerSpraberryMember2023-01-012023-12-310001602065vnom:WolfcampBMember2023-01-012023-12-310001602065vnom:BoneSpringMember2023-01-012023-12-310001602065vnom:DeanMember2023-01-012023-12-31vnom:reserve0001602065vnom:ViperEnergyIncMembervnom:DiamondbackEnergyInc.Member2022-12-310001602065vnom:ViperEnergyIncMembervnom:DiamondbackEnergyInc.Member2021-12-31iso4217:USDutr:Mcf00016020652023-10-012023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-36505
Viper Energy, Inc.
(Exact Name of Registrant As Specified in Its Charter)
DE
46-5001985
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
500 West Texas
Suite 100
Midland,TX
79701
(Address of principal executive offices)
(Zip code)
(Registrant's telephone number, including area code): (432) 221-7400
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.000001 Par Value
VNOMThe Nasdaq Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known 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 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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements 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 preceding 12 months (or for such shorter period that the registrant 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial 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 included in the filing reflect the correction of an error to previously issued financial 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 registrant’s executive officers during the relevant recovery 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   
Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2023 was approximately $1.9 billion.
As of February 16, 2024, 86,144,273 shares of Class A Common Stock and 90,709,946 shares of Class B Common Stock of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Viper Energy, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.



VIPER ENERGY, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
Page

i

GLOSSARY OF OIL AND NATURAL GAS TERMS
The following is a glossary of certain oil and natural gas industry terms used in this Annual Report on Form 10-K (the “Annual Report” or this “report”):
Argus WTI Midland
Grade of oil that serves as a benchmark price for oil at Midland, Texas.
BasinA large depression on the earth’s surface in which sediments accumulate.
Bbl or barrelOne stock tank barrel, or 42 U.S. gallons liquid volume, used in this report in reference to crude oil or other liquid hydrocarbons.
BOOne barrel of oil.
BO/dBO per day.
BOEOne barrel of oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of oil.
BOE/dBarrels of oil equivalent per day.
British Thermal Unit or BtuThe quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
CompletionThe process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
CondensateLiquid hydrocarbons associated with the production that is primarily natural gas.
Deterministic methodThe method of estimating reserves or resources under which a single value for each parameter (from the geoscience, engineering or economic data) in the reserves calculation is used in the reserves estimation procedure.
Developed acreageAcreage allocated or assignable to productive wells.
Development costsCapital costs incurred in the acquisition, exploitation and exploration of proved oil and natural gas reserves.
Development wellA well drilled within the proved area of a natural gas or oil reservoir to the depth of a stratigraphic horizon known to be productive.
DifferentialAn 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 sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
ExploitationA development or other project which may target proven or unproven reserves (such as probable or possible reserves), but which generally has a lower risk than that associated with exploration projects.
FieldAn area consisting of either a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.
Finding costs
Capital costs incurred in the acquisition of proved oil and natural gas reserves divided by proved reserve additions and revisions to proved reserves.
FracturingThe process of creating and preserving a fracture or system of fractures in a reservoir rock typically by injecting a fluid under pressure through a wellbore and into the targeted formation.
Gross acres or gross wellsThe total acres or wells, as the case may be, in which a working interest is owned.
Henry Hub
Natural gas gathering point that serves as a benchmark price for natural gas futures on the NYMEX.
Horizontal drilling A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle with a specified interval.
Horizontal wellsWells drilled directionally horizontal to allow for development of structures not reachable through traditional vertical drilling mechanisms.
MBblsThousand barrels of crude oil or other liquid hydrocarbons.
MBO
One thousand barrels of crude oil.
MBO/d
One thousand barrels of crude oil per day.
MBOEOne thousand barrels of crude oil equivalent, determined using a ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.
MBOE/d
One thousand BOE per day.
McfOne thousand cubic feet of natural gas.
Mineral interestsThe interests in ownership of the resource and mineral rights, giving an owner the right to profit from the extracted resources.
MMBtuOne million British Thermal Units.
MMcfMillion cubic feet of natural gas.
ii

Net royalty acresNet mineral acres multiplied by the average lease royalty interest and other burdens.
Oil and natural gas propertiesTracts of land consisting of properties to be developed for oil and natural gas resource extraction.
OperatorThe individual or company responsible for the exploration and/or production of an oil or natural gas well or lease.
Plugging and abandonmentRefers to the sealing off of fluids in the strata penetrated by a well so that the fluids from one stratum will not escape into another or to the surface. Regulations of all states require plugging of abandoned wells.
PUDProved undeveloped.
Productive wellA well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.
ProspectA specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
Proved developed reservesReserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
Proved reservesThe estimated quantities of oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.
Proved undeveloped reservesProved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.
RecompletionThe process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.
ReservesReserves are estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to the market and all permits and financing required to implement the project. Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as 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 of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).
ReservoirA porous and permeable underground formation containing a natural accumulation of producible natural gas and/or crude oil that is confined by impermeable rock or water barriers and is separate from other reservoirs.
Resource playA set of discovered or prospective oil and/or natural gas accumulations sharing similar geologic, geographic and temporal properties, such as source rock, reservoir structure, timing, trapping mechanism and hydrocarbon type.
Royalty interestAn interest that gives an owner the right to receive a portion of the resources or revenues without having to carry any costs of development, which may be subject to expiration.
SpacingThe 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 by regulatory agencies.
SpudCommencement of actual drilling operations.
Standardized measure The present value of estimated future net revenue to be generated from the production of proved reserves, determined in accordance with the rules and regulations of the SEC (using prices and costs in effect as of the date of estimation), less future development, production and income tax expenses, and discounted at 10% per annum to reflect the timing of future net revenue.
Tight formationA formation with low permeability that produces natural gas with very low flow rates for long periods of time.
Undeveloped acreageLease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil and natural gas regardless of whether such acreage contains proved reserves.
Waha Hub
Natural gas gathering point that serves as a benchmark price for natural gas at western Teas and New Mexico.
WellboreThe hole drilled by the bit that is equipped for oil or natural gas production on a completed well.
Working interestAn operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and receive a share of production and requires the owner to pay a share of the costs of drilling and production operations.
WTI
West Texas Intermediate, a light sweet blend of oil produced from fields in western Texas and is a grade of oil that serves as a benchmark for oil on the NYMEX.
WTI Cushing
Grade of oil that serves as a benchmark price for oil at Cushing, Oklahoma.

iii

GLOSSARY OF CERTAIN OTHER TERMS
The following is a glossary of certain other terms used in this report:
Adjusted EBITDA
Consolidated Adjusted EBITDA, a non-GAAP measure, generally equals net income (loss) attributable to Viper Energy, Inc. plus net income (loss) attributable to non-controlling interest before interest expense, net, non-cash share-based compensation expense, depletion expense, non-cash (gain) loss on derivative instruments, other non-cash operating expenses, other non-recurring expenses and provision for (benefit from) income taxes, which measure is used by management to more effectively evaluate the operating performance and determine dividend amounts for purposes of the dividend policy.
ASUAccounting Standards Update.
Delaware ActDelaware Revised Uniform Limited Partnership Act.
Diamondback E&P LLC
A subsidiary of Diamondback Energy, Inc.
EPAU.S. Environmental Protection Agency.
Exchange ActThe Securities Exchange Act of 1934, as amended.
FERCFederal Energy Regulatory Commission.
GAAPAccounting principles generally accepted in the United States.
General Partner
Viper Energy Partners GP LLC, a Delaware limited liability company; the general partner of the Partnership and a wholly owned subsidiary of Diamondback prior to the conversion of the Partnership into a Delaware corporation.
Notes
The outstanding senior notes of Viper Energy, Inc. issued under indentures where Viper Energy Partners LLC, is the sole guarantor, consisting of the 5.375% Senior Notes due 2027 and the 7.375% Senior Notes due 2031.
LTIP
Viper Energy, Inc. Long Term Incentive Plan, as amended and restated to date.
Nasdaq
The Nasdaq Global Select Market.
NYMEX
New York Mercantile Exchange.
OPECOrganization of the Petroleum Exporting Countries.
Operating Company
Viper Energy Partners LLC, a Delaware limited liability company and a consolidated subsidiary of Viper Energy, Inc.
Partnership
Viper Energy Partners LP, the predecessor of the Company, which converted into the Company in the Conversion.
Partnership agreement
The second amended and restated agreement of limited partnership of the Partnership, dated as of May 9, 2018, as amended as of May 10, 2018 and further amended on November 2, 2023.
Ryder ScottRyder Scott Company, L.P.
S&P 500
Standard and Poor’s 500 index.
SECSecurities and Exchange Commission.
SEC Prices
Unweighted arithmetic average oil and natural gas prices as of the first day of the month for the most recent 12 months as of the balance sheet date.
Securities ActThe Securities Act of 1933, as amended.
SOFR
The secured overnight financing rate.
XOP
Standard and Poor’s Oil and Gas Exploration and Production industry index.

iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding our: future performance; business strategy; future operations; estimates and projections of operating income, losses, costs and expenses, returns, cash flow, and financial position; production levels on properties in which we have mineral and royalty interests, developmental activity by other operators; reserve estimates and our ability to replace or increase reserves; anticipated benefits of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including Diamondback’s plans for developing our acreage and our cash dividend policy and repurchases of our common shares and/or senior notes) are forward-looking statements. When used in this report, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to us are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although we believe that the expectations and assumptions reflected in our forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Accordingly, forward-looking statements are not guarantees of our future performance and the actual outcomes could differ materially from what we expressed in our forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following:

changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities;
the impact of public health crises, including epidemic or pandemic diseases, and any related company or government policies or actions;
actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments;
changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates, inflation rates, instability in the financial sector, and concerns over a potential economic downturn or recession;
regional supply and demand factors, including delays, curtailment delays or interruptions of production on our mineral and royalty acreage, or governmental orders, rules or regulations that impose production limits on such acreage;
federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations;
physical and transition risks relating to climate change;
restrictions on the use of water, including limits on the use of produced water by our operators and a moratorium on new produced water well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin;
significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges;
changes in U.S. energy, environmental, monetary and trade policies;
conditions in the capital, financial and credit markets, including the availability and pricing of capital for drilling and development by our operators and environmental and social responsibility projects undertaken by Diamondback and our other operators;
changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services impacting our operators;
changes in safety, health, environmental, tax, and other regulations or requirements impacting us or our operators (including those addressing air emissions, water management, or the impact of global climate change);
security threats, including cybersecurity threats and disruptions to our business from breaches of Diamondback’s information technology systems, or from breaches of information technology systems of our operators or third parties with whom we transact business;
lack of, or disruption in, access to adequate and reliable transportation, processing, storage, and other facilities impacting our operators;
v

severe weather conditions;
acts of war or terrorist acts and the governmental or military response thereto;
changes in the financial strength of counterparties to the credit facility and hedging contracts of our operating subsidiary;
changes in our credit rating; and
other risks and factors disclosed in this report.

In light of these factors, the events anticipated by our forward-looking statements may not occur at the time anticipated or at all. Moreover, new risks emerge from time to time. We cannot predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements we may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this report. All forward-looking statements speak only as of the date of this report or, if earlier, as of the date they were made. We do not intend to, and disclaim any obligation to, update or revise any forward-looking statements unless required by applicable law.

vi

PART I
On November 13, 2023, Viper Energy Partners LP (the “Partnership”) converted from a Delaware limited partnership to a Delaware corporation (the “Conversion”) named “Viper Energy, Inc.” References in this Annual Report to “Viper,” “the Company,” “our company,” “we,” “our,” “us” or like terms refer to (i) Viper Energy, Inc. and collectively with its subsidiary Viper Energy Partners LLC, as the context requires, following the Conversion and (ii) Viper Energy Partners LP individually and collectively with its subsidiary, Viper Energy Partners LLC, as the context requires, prior to the Conversion. References in this Annual Report to (i) the “Operating Company” or “OpCo” refers to Viper Energy Partners LLC and (ii) “Diamondback” refers collectively to Diamondback Energy, Inc. and its subsidiaries other than the Company. References in this Annual Report to shares or per share amounts prior to the Conversion refer to common units and Class B units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Class A Common Stock and Class B Common Stock. All references to dividends prior to the Conversion refer to distributions. See Note 1—Organization and Basis of Presentation in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of the Conversion.

ITEMS 1 and 2. BUSINESS AND PROPERTIES

Overview

We are a publicly traded Delaware corporation focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. Because the Partnership was already treated as a corporation for U.S. federal income tax purposes pre-Conversion, the Conversion did not affect our status as a corporation for U.S. federal income tax purposes or materially impact the U.S. federal income tax treatment of our common equity holders.

Our primary business objective is to provide an attractive return to our stockholders by focusing on business results, generating robust free cash flow, reducing debt and protecting our balance sheet, while maintaining what we believe is a best-in-class cost structure. Our assets consist of mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin in West Texas, substantially all of which are leased to working interest owners who bear the costs of operation and development.

We are currently focused primarily on oil and natural gas properties primarily in the Permian Basin, which is one of the oldest and most prolific producing basins in North America. The Permian Basin, which consists of approximately 75,000 square miles centered around Midland, Texas, has been a significant source of oil production since the 1920s. The Permian Basin is known to have a number of zones of oil and natural gas bearing rock throughout.

Significant 2023 Acquisitions

GRP Acquisition

On November 1, 2023, we acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP, affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”), pursuant to a definitive purchase and sale agreement for approximately 9.02 million common shares and $759.6 million in cash, including transaction costs and subject to customary post-closing adjustments (the “GRP Acquisition”). The mineral and royalty interests acquired in the GRP Acquisition represent approximately 4,600 net royalty acres in the Permian Basin, plus approximately 2,700 additional net royalty acres in other major basins.

Drop Down Transaction

On March 8, 2023, we completed the acquisition of certain mineral and royalty interests from subsidiaries of Diamondback for approximately $74.5 million in cash, including customary closing adjustments for net title benefits (the ‘‘Drop Down’’). The mineral and royalty interests acquired in the Drop Down represent approximately 660 net royalty acres in Ward County in the Southern Delaware Basin, 100% of which are operated by Diamondback, and have an average net royalty interest of approximately 7.2% and current production of approximately 300 BO/d.

1

Other Acquisitions

During the year ended December 31, 2023, we acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 286 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $70.4 million, subject to customary post-closing adjustments.

Our Properties

As of December 31, 2023, our assets consisted of mineral interests and royalty interests underlying 1,197,638 gross acres and 34,217 net royalty acres primarily in the Permian Basin. Diamondback is the operator of approximately 49% of our net royalty acreage. As of December 31, 2023, there were 14,893 gross productive wells on this acreage, 2,756 of which were operated by Diamondback. Net production during the fourth quarter of 2023 was approximately 43,783 BOE/d and net production for the year ended December 31, 2023 averaged 39,244 BOE/d. For the years ended December 31, 2023, 2022 and 2021, royalty income generated from these mineral and royalty interests was $717.1 million, $838.0 million and $501.5 million, respectively.

At December 31, 2023, our estimated proved oil and natural gas reserves totaled 179,249 MBOE based on reserve estimates prepared by our internal reservoir engineers and audited by Ryder Scott, an independent petroleum engineering firm. As of December 31, 2023, approximately 80% of our proved reserves were classified as proved developed producing reserves. Proved undeveloped, or PUD, reserves included in this estimate were from 529 gross horizontal well locations. As of December 31, 2023, our proved reserves were approximately 50% oil, 25% natural gas liquids and 25% natural gas.

Our Relationship with Diamondback

As of December 31, 2023, Diamondback owned 7,946,507 shares of our Class A Common Stock and beneficially owned all of our 90,709,946 shares of outstanding Class B Common Stock, collectively, representing approximately 56% of our total shares outstanding. We believe Diamondback’s significant ownership in us may motivate it to offer additional mineral and other interests in oil and natural gas properties to us in the future, although Diamondback has no obligation to do so and may elect to dispose of mineral and other interests in such properties without offering us the opportunities to acquire them.

We believe Diamondback views our company as part of its business strategy and that Diamondback may be incentivized to pursue acquisitions jointly with us in the future. However, Diamondback will regularly evaluate acquisitions and may elect to acquire properties without offering us the opportunity to participate in such transactions. Moreover, Diamondback may not be successful in identifying potential acquisitions. Diamondback is free to act in a manner that is beneficial to its interests without regard to ours, which may include electing not to present us with acquisition or disposition opportunities.

In addition, neither we nor our Operating Company have any employees. Diamondback provides management, operating and administrative services to us under the services and secondment agreement, including the services of the executive officers and other employees, in substantially the same manner as Diamondback provided to the General Partner pre-Conversion. Please read Item 7. Management’s Discussion and Analysis—Financial Condition and Results of Operations and the consolidated financial statements and related notes in Item 8. Financial Statements and Supplementary Data of this report.

Business Strategies

Our primary business objective is to generate the highest value proposition for our stockholders through a focus on increasing long-term per share growth and returns by generating robust free cash flow, reducing debt and protecting our balance sheet. We intend to accomplish this objective by executing the following strategies:

Capitalize on the development of the properties underlying our mineral interests to grow our cash flow. We expect the production from our mineral interests will increase as Diamondback and our other operators continue to drill, complete and develop our acreage. We expect to capitalize on this development, which requires no capital expenditure funding from us, and believe the anticipated increase in our aggregate royalty payment receipts will enable us to grow our cash flows.

Leverage our relationship with Diamondback to participate with it in acquisitions of mineral or other interests in producing properties from third parties and to increase the size and scope of our potential third party acquisition targets. We have in the past and intend to continue to make opportunistic acquisitions of mineral and other interests that have substantial oil-weighted resource potential and organic growth potential. Through our relationships with Diamondback and its affiliates, we have access to their significant pool of management talent and industry
2

relationships, which we believe provide us with a competitive advantage in pursuing potential third party acquisition opportunities. For example, we and Diamondback may pursue an acquisition where Diamondback acquires working and revenue interests in properties and we acquire mineral or royalty interests in such properties either in the same or subsequent transactions, similar to Diamondback’s acquisition of certain assets from Guidon Operating LLC and our acquisition of certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC in October 2021, which we refer to in this report as the Swallowtail Acquisition.

Seek to acquire from Diamondback, from time to time, mineral or other interests in producing oil and natural gas properties that meet our acquisition criteria. Since our formation, we have acquired, and may have additional opportunities from time to time in the future to acquire, mineral or other interests in producing oil and natural gas properties directly from Diamondback. We believe Diamondback may be incentivized to sell properties to us, as doing so may enhance Diamondback’s economic returns by monetizing long-lived producing properties while potentially retaining a portion of the resulting cash flow through dividends on Diamondback’s controlling interests in us. However, neither Diamondback nor any of its affiliates are contractually obligated to offer or sell any interests in properties to us.

High-grade our asset base. We intend to continue to high-grade our asset base and selectively divest non-core minerals with limited optionality when the amount negotiated exceeds our projected total value and then redeploy proceeds into our core areas of focus.

Maintain a conservative capital structure to allow financial flexibility. Since our formation, we have maintained a conservative capital structure that has allowed us to opportunistically purchase accretive mineral and other interests. We are committed to maintaining a conservative leverage profile, and will continue to seek to opportunistically fund accretive acquisitions. In addition to returning capital to our stockholders through base and variable dividends in accordance with our dividend policy and share repurchases under our stock repurchase program, we intend to continue to repay debt using free cash flow to ensure our ability to successfully operate in challenging business and commodity price environments.

Hedge to manage commodity price risk and to protect our balance sheet and cash flow. We use a combination of derivative instruments to economically hedge exposure to changes in commodity prices and maintain financial and balance sheet flexibility.

Competitive Strengths

We believe the following competitive strengths will allow us to successfully execute our business strategies and achieve our primary business objective:

Oil rich resource base in one of North America’s leading resource plays. As of December 31, 2023, 302 horizontal drilling rigs were operating in the Permian Basin, representing 49% of the total U.S. onshore horizontal rig activity. The majority of our current properties are well positioned in the core of both the Midland and Delaware Basins in the Permian Basin. Production on our properties for the year ended December 31, 2023 and our estimated net proved reserves are heavily oil-weighted.

Sustainable, high margin business unburdened by capital expenses with minimal operating expenses. Our mineral and royalty interests provide us cash flows without the requirement to fund drilling and completion costs or lease operating expenses. Our operating costs consist of certain royalty taxes, gathering, processing, marketing and transportation costs and general and administrative expenses, providing us with a low cost structure and high operating margins that generate increasing free cash flow growth in a stable or rising price environment as the underlying production associated with our royalty interests continues to grow.

Experienced and proven management team. The members of our executive team have significant industry experience, most of which has been focused on resource play development primarily in the Permian Basin. This team has a proven track record of executing on multi-rig development drilling programs and extensive experience primarily in the Permian Basin. In addition, our executive team has significant experience with property acquisition. We expect to benefit from the industry relationships of the management team. We believe the experience of our management team is essential for the execution of our business strategy.

Favorable and stable operating environment. We primarily focus our growth primarily in the Permian Basin, one of the oldest, most prolific hydrocarbon basins in the United States, with a long and well-established production history
3

and developed infrastructure. We believe that the geological and regulatory environment is more stable and predictable, and that we are faced with fewer operational risks in the Permian Basin as compared to emerging hydrocarbon basins. We believe that the impact of the proven application of new technology, combined with the substantial geological information available about the Permian Basin, also reduces the risk of development and exploration activities on our mineral and royalty acreage as compared to emerging hydrocarbon basins.

Oil and Natural Gas Data

Proved Reserves

Evaluation and Review of Reserves

The estimated reserves as of December 31, 2023 and 2022 are based on reserve estimates prepared by our internal reservoir engineers and audited by Ryder Scott, an independent petroleum engineering firm. The estimated reserves as of December 31, 2021 were prepared by Ryder Scott. The internal and external technical persons responsible for preparing or auditing our proved reserve estimates meet the requirements with regards to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Ryder Scott is a third party engineering firm and does not own an interest in any of our properties and is not employed by us on a contingent basis. The purpose of Ryder Scott’s audits was to provide additional assurance on the reasonableness of internally prepared reserve estimates for 2023 and 2022. The proved reserve audits performed by Ryder Scott for 2023 and 2022 covered 100% of our total proved reserves for each respective year. A copy of the summary audit report prepared by Ryder Scott is included as Exhibit 99.1 to this Annual Report.

Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible–from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations–prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of our proved reserves as of December 31, 2023 were estimated using a deterministic method.

The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into three broad categories or methods: (i) performance-based methods, (ii) volumetric-based methods and (iii) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. In general, our proved producing reserves attributable to producing wells were estimated by performance methods. These performance methods include, but may not be limited to, decline curve analysis, which utilized extrapolations of available historical production and pressure data. In certain cases where there was inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the estimates was considered to be inappropriate, the proved producing reserves were estimated by analogy, or a combination of performance and analogy methods. The analogy method was used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserve estimates was considered to be inappropriate. All proved developed non-producing and undeveloped reserves were estimated by the analogy method.

To estimate economically recoverable proved reserves and related future net cash flows, we considered many factors and assumptions, including the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves included production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, available seismic data and historical well cost and operating expense data.

The process of estimating oil, natural gas and natural gas liquids reserves is complex and requires significant judgment, as discussed in Item 1A. Risk Factors and Item 7. Management Discussion and Analysis—Critical Accounting Estimates of this report. As a result, our petroleum engineers and geoscience professionals have an internal controls process to ensure the integrity, accuracy and timeliness of the data used to calculate proved reserves relating to our assets primarily in the Permian Basin. Our internal technical staff met with our independent reserve auditors periodically during their audit of the
4

period covered by the reserve report to discuss the assumptions and methods used in our proved reserve estimation process. As part of the audit process, we provide historical information to the independent reserve auditors for our properties such as ownership interest, oil and gas production, well test data, commodity prices and operating and development costs. Diamondback’s Executive Vice President and Chief Engineer is primarily responsible for overseeing the preparation of all of our reserve estimates and overseeing communications with our independent reserve auditor. Diamondback’s Executive Vice President and Chief Engineer is a petroleum engineer with over 20 years of reservoir and operations experience and our geoscience staff has an average of approximately 15 years of industry experience per person. Our technical staff uses historical information for our properties such as ownership interest, oil and natural gas production, well test data, commodity prices and operating and development costs used to estimate economic lives of our properties. Ryder Scott performed an independent analysis during its audit of our estimated reserves for 2023 and any differences were reviewed with Diamondback’s Executive Vice President and Chief Engineer. For 2023, our reserve auditor’s estimates of our proved reserves did not differ materially from our estimates by more than the established audit tolerance guidelines of ten percent.

The internal control procedures utilized in the preparation of our proved reserve estimates are intended to ensure reliability of reserve estimations, and include, but are not limited to the following:

review and verification of historical production data, which is based on actual production as reported by our operators;
preparation of reserve estimates by the primary reserve engineers or under their direct supervision;
review by the primary reserve engineers of all of our reported proved reserves at the close of each quarter, including the review of all significant reserve changes and all new proved undeveloped reserves additions;
review of historical realized commodity prices and differentials from index prices compared to the differentials used in the reserves database;
direct reporting responsibilities by Diamondback’s Executive Vice President and Chief Engineer to our Chief Executive Officer and by the current primary reserve engineer to our President;
prior to finalizing the reserve report, a review of our preliminary proved reserve estimates by Diamondback’s President and Chief Financial Officer, Diamondback’s Executive Vice President and Chief Operating Officer, Diamondback’s Executive Vice President and Chief Engineer and our primary reserves engineers takes place on an annual basis;
review of our proved reserve estimates by our Audit Committee with our executive team and Ryder Scott on an annual basis;
verification of property ownership by our land department; and
no employee’s compensation is tied to the amount of reserves booked.

For estimates and further discussion of our proved developed and proved undeveloped reserves, see Note 14—Supplemental Information on Oil and Natural Gas Operations in Item 8. Financial Statements and Supplementary Data of this report.

Oil and Natural Gas Production Prices and Production Costs

Production and Price History

Our properties are located primarily in the Midland and Delaware Basins of the Permian Basin in Texas. At December 31, 2023, 2022 and 2021, the Midland Basin and the Delaware Basin each contained 15% or more of our total proved reserves.

5

The following table sets forth information regarding our share of our operators’ net production of oil, natural gas and natural gas liquids for these fields along with our share of our operators’ net production from fields containing less than 15% of our total proved reserves:

MidlandDelaware
Other(2)(3)
Total
Production Data:
Year Ended December 31, 2023
Oil (MBbls)5,789 2,210 29 8,028 
Natural gas (MMcf)13,088 5,984 58 19,130 
Natural gas liquids (MBbl)2,323 782 3,108 
Combined volumes (MBOE)(1)
10,293 3,989 42 14,324 
Year Ended December 31, 2022
Oil (MBbls)5,219 1,765 113 7,097 
Natural gas (MMcf)10,648 4,864 356 15,868 
Natural gas liquids (MBbl)1,859 617 64 2,540 
Combined volumes (MBOE)(1)
8,853 3,193 236 12,282 
Year Ended December 31, 2021
Oil (MBbls)4,220 1,730 118 6,068 
Natural gas (MMcf)8,756 4,570 346 13,672 
Natural gas liquids (MBbl)1,351 490 72 1,913 
Combined volumes (MBOE)(1)
7,030 2,982 248 10,260 
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Production data includes the Eagle Ford Shale through October 1, 2022, the effective date on which the properties were divested.
(3)Production data includes the Eagle Ford Shale, Appalachia, Barnett, Denver-Julesburg, Mid-Con and Williston beginning November 1, 2023, the effective date on which the properties were acquired.

The following table sets forth certain price and cost information for each of the periods indicated:
Year Ended December 31,
202320222021
Average Prices:
Oil (per Bbl)$77.13 $94.02 $65.51 
Natural gas (per Mcf)$1.62 $5.24 $3.60 
Natural gas liquids (per Bbl)$21.55 $34.47 $28.66 
Combined (per BOE)$50.06 $68.23 $48.88 
Oil, hedged ($/Bbl)(1)
$76.05 $92.85 $50.25 
Natural gas, hedged ($/Mcf)(1)
$1.37 $4.20 $3.60 
Natural gas liquids ($/Bbl)(1)
$21.55 $34.47 $28.66 
Combined price, hedged ($/BOE)(1)
$49.13 $66.21 $39.86 
(1) Hedged prices reflect the effect of our commodity derivative transactions on our average sales prices. Our calculation of such effects include realized gains and losses on cash settlements for matured commodity derivatives, which we do not designate for hedge accounting.

6

Productive Wells

As of December 31, 2023, we owned an average 2.5% net revenue interest in 14,893 gross productive wells, including an average 2.6% net revenue interest in 14,093 gross oil productive wells and an average 1.3% net revenue interest in 800 gross natural gas productive wells. As of December 31, 2023, we had 11 gross wells with an average 4.8% net revenue interest in process of being drilled by Diamondback. The expected timing of our wells is based primarily on permitting by third party operators or Diamondback’s current expected completion schedule. Productive wells consist of producing wells capable of production, including natural gas awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which we have an interest.

Acreage

The following table sets forth information as of December 31, 2023 relating to the gross and net royalty acreage of our mineral interests:

BasinGross Royalty AcreageNet Royalty Acreage
Delaware458,370 13,630 
Midland496,240 17,865 
Other243,028 2,722 
Total acreage1,197,638 34,217 

Our net interest in production from our mineral interests is based on lease royalty terms which vary from property to property. Our interest in the majority of these properties is perpetual in nature, however an insignificant portion of our net royalty acreage consists of overriding royalty interests which may be subject to expiration. Net royalty acres are defined as net mineral acres multiplied by the average lease royalty interest and other burdens.

Title to Properties

Prior to the drilling of an oil or natural gas well, it is the normal practice in our industry for the person or company acting as the operator of the well to obtain a preliminary title review to ensure there are no obvious defects in title to the well. Frequently, as a result of such examinations, certain curative work must be done to correct defects in the marketability of the title, and such curative work entails expense. Our operators’ failure to cure any title defects may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves. Additionally, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in the assignment of leasehold rights in properties in which we hold an interest, our business and cash available for dividends may be adversely affected.

Competition

The oil and natural gas industry is intensely competitive, and we compete with other companies that may have greater resources. Many of these companies explore for and produce oil and natural gas, carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive oil and natural gas properties, mineral interests and exploratory prospects or to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low oil and natural gas market prices than operators of our mineral and royalty acreage. Our larger or more integrated competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position.

Our ability to acquire additional mineral, royalty, overriding royalty, net profits and similar interests in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for these and other oil and natural gas properties. Further, oil and natural gas compete with other forms of energy available to customers, primarily based on price. Changes in the availability or price of oil and natural gas or other forms of energy, as well as business conditions, conservation, legislation, regulations and the ability to convert to alternate fuels and other forms of energy may affect the demand for oil and natural gas.

7

Seasonal Nature of Business

Generally, demand for oil increases during the summer months and decreases during the winter months while natural gas decreases during the summer months and increases during the winter months. Certain natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer, which can lessen seasonal demand fluctuations. Seasonal weather conditions such as the severe winter storms in the Permian Basin in early 2021, and lease stipulations, can limit drilling and producing activities and other oil and natural gas operations in a portion of our operating areas. These seasonal anomalies can pose challenges for our operators in meeting well drilling objectives and can increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay operations.

Regulation

The following disclosure describes regulation more directly associated with operators of oil and natural gas properties, including our current operators, and other owners of working interests in oil and natural gas properties. To the extent we elect in the future to engage in the exploration, development and production of oil and natural gas properties, we would be directly subject to the same regulations described below. For purposes of this section, where applicable, references to “we,” “us,” and “our” refer to Viper Energy, Inc., to the extent the company were to acquire working interests in the future as well as to any operators of our properties, including our current operators.
Oil and natural gas operations are subject to various types of legislation, regulation and other legal requirements enacted by governmental authorities. This legislation and regulation affecting the oil and natural gas industry is under constant review for amendment or expansion. Some of these requirements carry substantial penalties for failure to comply. The regulatory burden on the oil and natural gas industry increases the cost of doing business.

Environmental Matters. Oil and natural gas exploration, development and production operations are subject to stringent laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Numerous federal, state and local governmental agencies, such as the EPA, issue regulations that often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and may result in injunctive obligations for non-compliance. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit construction or drilling activities on certain lands lying within wilderness, wetlands, ecologically or seismically sensitive areas, and other protected areas, require action to prevent or remediate pollution from current or former operations, such as plugging abandoned wells or closing pits, result in the suspension or revocation of necessary permits, licenses and authorizations, require that additional pollution controls be installed and impose substantial liabilities for pollution resulting from operations.

Liability under such laws and regulations is often strict (i.e., no showing of “fault” is required) and can be joint and several. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances, hydrocarbons or other waste products into the environment. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly pollution control or waste handling, storage, transport, disposal or cleanup requirements could materially and adversely affect our business and prospects.

Waste Handling. The Resource Conservation and Recovery Act, or the RCRA, as amended, and comparable state statutes and regulations promulgated thereunder, affect oil and natural gas exploration, development and production activities by imposing requirements regarding the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes. With federal approval, the individual states administer some or all of the provisions of the RCRA, sometimes in conjunction with their own, more stringent requirements. Although most wastes associated with the exploration, development and production of crude oil and natural gas are exempt from regulation as hazardous wastes under the RCRA, such wastes may constitute “solid wastes” that are subject to the less stringent non-hazardous waste requirements. Moreover, the EPA or state or local governments may adopt more stringent requirements for the handling of non-hazardous wastes or categorize some non-hazardous wastes as hazardous for future regulation. Indeed, legislation has been proposed from time to time in the U.S. Congress to re-categorize certain oil and natural gas exploration, development and production wastes as “hazardous wastes.” Also, in December 2016, the EPA agreed in a consent decree to review its regulation of oil and natural gas waste. However, in April 2019, the EPA concluded that revisions to the federal regulations for the management of oil and natural gas waste are not necessary at this time. Any changes in such laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.

8

Administrative, civil and criminal penalties can be imposed for failure to comply with waste handling requirements. Any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.

Remediation of Hazardous Substances. The Comprehensive Environmental Response, Compensation and Liability Act, as amended, which we refer to as CERCLA or the “Superfund” law, and analogous state laws, generally impose liability, without regard to fault or legality of the original conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated facility, a former owner or operator of the facility at the time of contamination, and those persons that disposed or arranged for the disposal of the hazardous substance at the facility. Under CERCLA and comparable state statutes, persons deemed “responsible parties” are subject to strict liability that, in some circumstances, may be joint and several for the costs of removing or remediating previously disposed wastes (including wastes disposed of or released by prior owners or operators) or property contamination (including groundwater contamination), for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of our operations, we use materials that, if released, would be subject to CERCLA and comparable state statutes. Therefore, governmental agencies or third parties may seek to hold us responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such “hazardous substances” have been released.

Water Discharges. The Federal Water Pollution Control Act of 1972, as amended, also known as the “Clean Water Act,” or the CWA, the Safe Drinking Water Act, the Oil Pollution Act, or the OPA, and analogous state laws and regulations promulgated thereunder impose restrictions and strict controls regarding the unauthorized discharge of pollutants, including produced waters and other gas and oil wastes, into navigable waters of the United States, as well as state waters. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or the state. Spill prevention, control and countermeasure plan requirements under federal law require appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture or leak. The CWA and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit.

The scope of waters regulated under the CWA has fluctuated in recent years. On June 29, 2015, the EPA and the U.S. Army Corps of Engineers, or the Corps, jointly promulgated final rules expanding the scope of waters protected under the CWA. However, on October 22, 2019, the agencies published a final rule to repeal the 2015 rules, and then, on April 21, 2020, the EPA and the Corps published a final rule replacing the 2015 rule, and significantly reducing the waters subject to federal regulation under the CWA. On August 30, 2021, a federal court struck down the replacement rule and, on January 18, 2023, the EPA and the Corps published a final rule that would restore water protections that were in place prior to 2015. However, on May 25, 2023, the Supreme Court issued an opinion substantially narrowing the scope of “waters of the United States” protected by the CWA. On September 8, 2023, the EPA and the Corps published a final rule conforming their regulations to the decision. These recent actions have provided some clarity. However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the CWA’s jurisdiction, we or third-party operators could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.

The EPA has also adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain individual permits or coverage under general permits for storm water discharges. In addition, on June 28, 2016, the EPA published a final rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants, which regulations are discussed in more detail below under the caption “—Regulation of Hydraulic Fracturing.” Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans, as well as for monitoring and sampling the storm water runoff from certain of our facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions.

The OPA is the primary federal law for oil spill liability. The OPA contains numerous requirements 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 or crossing waterways must develop and maintain facility response contingency plans and maintain certain significant levels of financial assurance to cover potential environmental cleanup and restoration costs. The OPA subjects owners of facilities to strict liability that, in some circumstances, may be joint and several for all containment and cleanup costs and certain other damages arising from a release, including, but not limited to, the costs of responding to a release of oil to surface waters.

9

Non-compliance with the CWA or the OPA may result in substantial administrative, civil and criminal penalties, as well as injunctive obligations.

Air Emissions. The federal Clean Air Act, or the CAA, as amended, and comparable state laws and regulations, regulate emissions of various air pollutants through the issuance of permits and the imposition of other requirements. The EPA has developed, and continues to develop, stringent regulations governing emissions of air pollutants at specified sources. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to obtain additional permits and incur capital costs in order to remain in compliance. For example, on August 16, 2012, the EPA published final regulations under the federal CAA that establish new emission controls for oil and natural gas production and processing operations, which are discussed in more detail below in “—Regulation of Hydraulic Fracturing.” Also, on May 12, 2016, the EPA issued a final rule regarding the criteria for aggregating multiple small surface sites into a single source for air-quality permitting purposes applicable to the oil and natural gas industry. This rule could cause small facilities, on an aggregate basis, to be deemed a major source, thereby triggering more stringent air permitting processes and requirements. Additionally, on April 17, 2023, the EPA agreed in a consent decree to issue a proposed rule by December 10, 2024 that either revises its emission standards for hazardous air pollutants from oil and natural gas production activities or determines that no revision is necessary. These laws and regulations may increase the costs of compliance for some facilities we own or operate, and federal and state regulatory agencies can impose administrative, civil and criminal penalties for non-compliance with air permits or other requirements of the federal CAA and associated state laws and regulations. Obtaining or renewing permits has the potential to delay the development of oil and natural gas projects.

Climate Change. In recent years, federal, state and local governments have taken steps to reduce emissions of greenhouse gases. For example, the Infrastructure Investment and Jobs Act of 2021 and the Inflation Reduction Act of 2022, or the IRA, include billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration. Also, the EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in model year 2027. These incentives and regulations could accelerate the transition of the economy away from the use of fossil fuels toward lower- or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, the oil and natural gas that we produce and sell and adversely impact our business. In addition, the IRA imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge. The IRA amends the CAA to impose a fee on the emission of methane that exceeds an applicable waste emissions threshold from sources required to report their greenhouse gas emissions to the EPA, including those sources in offshore and onshore petroleum and natural gas production and gathering and boosting source categories. The methane emissions charge would start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025 and be set at $1,500 for 2026 and each year after. Calculation of the fee is based on certain thresholds established in the IRA. On January 12, 2024, the EPA announced a proposed rule to implement the methane emissions charge. The methane emissions charge could increase our operating costs, which could adversely impact our business, financial condition and cash flows.

The EPA has also finalized a series of greenhouse gas monitoring, reporting and emissions control rules for the oil and natural gas industry, and almost one-half of the states have taken measures to reduce emissions of greenhouse gases primarily through the development of greenhouse gas emission inventories and/or regional greenhouse gas cap-and-trade programs. In addition, states have imposed increasingly stringent requirements related to the venting or flaring of gas during oil and natural gas operations. For example, on November 4, 2020, the Texas Railroad Commission adopted new guidance on when flaring is permissible, requiring operators to submit more specific information to justify the need to flare or vent gas.

At the international level, in December 2015, the United States participated in the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris, France. The resulting Paris Agreement calls for the parties to undertake “ambitious efforts” to limit the average global temperature, and to conserve and enhance sinks and reservoirs of greenhouse gases. The Agreement went into effect on November 4, 2016. On April 21, 2021, the United States announced that it was setting an economy-wide target of reducing its greenhouse gas emissions by 50-52 percent below 2005 levels in 2030. In November 2021, in connection with the 26th Conference of the Parties in Glasgow, Scotland, the United States and other world leaders made further commitments to reduce greenhouse gas emissions, including reducing global methane emissions by at least 30% by 2030 from 2020 levels. More than 150 countries have now signed on to this pledge. Most recently, at the 28th Conference of the Parties in the United Arab Emirates, world leaders agreed to transition away from fossil fuels in a just, orderly and equitable manner and to triple renewables and double energy efficiency globally by 2030. Furthermore, many state and local leaders have stated their intent to intensify efforts to support the international climate commitments.

10

Restrictions on emissions of methane or carbon dioxide that may be imposed could adversely impact the demand for, price of, and value of our products and reserves. As our operations also emit greenhouse gases directly, current and future laws or regulations limiting such emissions could increase our own costs. At this time, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business.

Regulation of Hydraulic Fracturing. Hydraulic fracturing is an important common practice that is used to stimulate production of hydrocarbons from tight formations, including shales. The process, which involves the injection of water, sand and chemicals under pressure into formations to fracture the surrounding rock and stimulate production, is typically regulated by state oil and natural gas commissions. However, legislation has been proposed in recent sessions of the U.S. Congress to amend the Safe Drinking Water Act to repeal the exemption for hydraulic fracturing from the definition of “underground injection,” to require federal permitting and regulatory control of hydraulic fracturing, and to require disclosure of the chemical constituents of the fluids used in the fracturing process. Furthermore, several federal agencies have asserted regulatory authority over certain aspects of the process. For example, the EPA has taken the position that hydraulic fracturing with fluids containing diesel fuel is subject to regulation under the Underground Injection Control program, specifically as “Class II” Underground Injection Control wells under the Safe Drinking Water Act.

On June 28, 2016, the EPA published a final rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plants. The EPA is also conducting a study of private wastewater treatment facilities (also known as centralized waste treatment, or CWT, facilities) accepting oil and natural gas extraction wastewater. The EPA is collecting data and information related to the extent to which CWT facilities accept such wastewater, available treatment technologies (and their associated costs), discharge characteristics, financial characteristics of CWT facilities, and the environmental impacts of discharges from CWT facilities.

On August 16, 2012, the EPA published final regulations under the federal CAA that establish new air emission controls for oil and natural gas production and natural gas processing operations. Specifically, the EPA’s rule package includes New Source Performance standards to address emissions of sulfur dioxide and volatile organic compounds and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities. The final rules seek to achieve a 95% reduction in volatile organic compounds emitted by requiring the use of reduced emission completions or “green completions” on all hydraulically-fractured wells constructed or refractured after January 1, 2015. The rules also establish specific new requirements regarding emissions from compressors, controllers, dehydrators, storage tanks and other production equipment. The EPA received numerous requests for reconsideration of these rules from both industry and the environmental community, and court challenges to the rules were also filed. In response, the EPA has issued, and will likely continue to issue, revised rules responsive to some of the requests for reconsideration. In particular, on May 12, 2016, the EPA amended its regulations to impose new standards for methane and volatile organic compounds emissions for certain new, modified, and reconstructed equipment, processes, and activities across the oil and natural gas sector. However, on August 13, 2020, in response to an executive order by former President Trump to review and revise unduly burdensome regulations, the EPA amended the 2012 and 2016 New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether. On June 30, 2021, President Biden signed into law a joint resolution of the U.S. Congress disapproving the 2020 amendments (with the exception of some technical changes) thereby reinstating the 2012 and 2016 New Source Performance standards. The EPA expects owners and operators of regulated sources to take “immediate steps” to comply with these standards. Additionally, on December 2, 2023, the EPA announced a final rule that would expand and strengthen emission reduction requirements for both new and existing sources in the oil and natural gas industry by requiring increased monitoring of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries, and prohibiting venting of natural gas in certain situations. These new standards, to the extent implemented, as well as any future laws and their implementing regulations, may require us to obtain pre-approval for the expansion or modification of existing facilities or the construction of new facilities expected to produce air emissions, impose stringent air permit requirements, or mandate the use of specific equipment or technologies to control emissions. We cannot predict the final regulatory requirements or the cost to comply with such requirements with any certainty.

Furthermore, there are certain governmental reviews either underway or being proposed that focus on environmental aspects of hydraulic fracturing practices. On December 13, 2016, the EPA released a study examining the potential for hydraulic fracturing activities to impact drinking water resources, finding that, under some circumstances, the use of water in hydraulic fracturing activities can impact drinking water resources. Also, on February 6, 2015, the EPA released a report with findings and recommendations related to public concern about induced seismic activity from disposal wells. The report recommends strategies for managing and minimizing the potential for significant injection-induced seismic events. Other governmental agencies, including the U.S. Department of Energy and the Department of the Interior have evaluated or are evaluating various other aspects of hydraulic fracturing. These ongoing or proposed studies could spur initiatives to further
11

regulate hydraulic fracturing, and could ultimately make it more difficult or costly for us to perform fracturing and increase our costs of compliance and doing business.

Several states, including Texas, and local jurisdictions, have adopted, or are considering adopting, regulations that could restrict or prohibit hydraulic fracturing in certain circumstances, impose more stringent operating standards and/or require the disclosure of the composition of hydraulic fracturing fluids. The Texas Legislature adopted legislation, effective September 1, 2011, requiring oil and natural gas operators to publicly disclose the chemicals used in the hydraulic fracturing process. The Texas Railroad Commission adopted rules and regulations implementing this legislation that apply to all wells for which the Texas Railroad Commission issues an initial drilling permit after February 1, 2012. The law requires that the well operator disclose the list of chemical ingredients subject to the requirements of Federal Occupational Safety and Health Act for disclosure on an internet website and also file the list of chemicals with the Texas Railroad Commission with the well completion report. The total volume of water used to hydraulically fracture a well must also be disclosed to the public and filed with the Texas Railroad Commission. Also, in May 2013, the Texas Railroad Commission adopted rules governing well casing, cementing and other standards for ensuring that hydraulic fracturing operations do not contaminate nearby water resources. The rules took effect in January 2014. Additionally, on October 28, 2014, the Texas Railroad Commission adopted disposal well rule amendments designed, among other things, to require applicants for new disposal wells that will receive non-hazardous produced water and hydraulic fracturing flowback fluid to conduct seismic activity searches utilizing the U.S. Geological Survey. The searches are intended to determine the potential for earthquakes within a circular area of 100 square miles around a proposed new disposal well. The disposal well rule amendments, which became effective on November 17, 2014, also clarify the Texas Railroad Commission’s authority to modify, suspend or terminate a disposal well permit if scientific data indicates a disposal well is likely to contribute to seismic activity. The Texas Railroad Commission has used this authority to deny permits and temporarily suspend operations for waste disposal wells. For example, in September 2021, the Texas Railroad Commission curtailed the amount of water companies were permitted to inject into some wells near Midland and Odessa in the Permian Basin, and has subsequently suspended some permits there and expanded the restrictions to other areas. In addition, the Texas Railroad Commission has imposed monitoring and reporting requirements for any new disposal well permitted in the Permian Basin. These restrictions on the disposal of produced water, a moratorium on new produced water wells, and additional monitoring and reporting requirements could result in increased operating costs, forcing our operators or their vendors to truck produced water, recycle it or pump it through the pipeline network or other means, all of which could be costly. Our operators or their vendors may also limit disposal well volumes, disposal rates and pressures or locations, or require them to shut down or curtail the injection of produced water into disposal wells. These factors may make drilling activity in the affected parts of the Permian Basin less economical and adversely impact our business.

There has been increasing public controversy regarding hydraulic fracturing with regard to the use of fracturing fluids, induced seismic activity, impacts on drinking water supplies, use of water and the potential for impacts to surface water, groundwater and the environment generally. A number of lawsuits and enforcement actions have been initiated across the country implicating hydraulic fracturing practices. If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could make it more difficult or costly for us to perform fracturing to stimulate production from tight formations as well as make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. In addition, if hydraulic fracturing is further regulated at the federal or state level, our fracturing activities could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements and also to permitting delays and potential increases in costs. Such changes could cause us to incur substantial compliance costs, and compliance or the consequences of any failure to comply by us could have a material adverse effect on our financial condition and results of operations. At this time, it is not possible to estimate the impact on our business of newly enacted or potential federal, state or local laws governing hydraulic fracturing.

Other Regulation of the Oil and Natural Gas Industry. The oil and natural gas industry is extensively regulated by numerous federal, state and local authorities. Legislation affecting the oil and natural gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departments and agencies, both federal and state, are authorized by statute to issue rules and regulations that are binding on the oil and natural gas industry and its individual members, some of which carry substantial penalties for failure to comply. Although the regulatory burden on the oil and natural gas industry increases the cost of doing business, these burdens generally do not affect us any differently or to any greater or lesser extent than they affect other companies in the industry with similar types, quantities and locations of production. The availability, terms and cost of transportation significantly affect sales of oil and natural gas. The interstate transportation and sale for resale of oil and natural gas is subject to federal regulation, including regulation of the terms, conditions and rates for interstate transportation, storage and various other matters, primarily by FERC. Federal and state regulations govern the price and terms for access to oil and natural gas pipeline transportation. FERC’s regulations for interstate oil and natural gas transmission in some circumstances may also affect the intrastate transportation of oil and natural gas.
12


Although oil and natural gas prices are currently unregulated, the U.S. Congress historically has been active in the area of oil and natural gas regulation. We cannot predict whether new legislation to regulate oil and natural gas might be proposed, what proposals, if any, might actually be enacted by the U.S. Congress or the various state legislatures, and what effect, if any, the proposals might have on our operations. Sales of condensate and oil and natural gas liquids are not currently regulated and are made at market prices.

Drilling and Production. The operations of our operators are subject to various types of regulation at the federal, state and local level. These types of regulation include requiring permits for the drilling of wells, drilling bonds and reports concerning operations. The state, and some counties and municipalities, in which we operate also regulate one or more of the following; the location of wells; the method of drilling and casing wells; the timing of construction or drilling activities, including seasonal wildlife closures; the rates of production or “allowables”; the surface use and restoration of properties upon which wells are drilled; the plugging and abandoning of wells; and notice to, and consultation with, surface owners and other third parties.

State laws regulate the size and shape of drilling and spacing units or proration units governing the pooling of oil and natural gas properties. Some states allow forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In some instances, forced pooling or unitization may be implemented by third parties and may reduce our interest in the unitized properties. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibit the venting or flaring of natural gas and impose requirements regarding the ratability of production. These laws and regulations may limit the amount of oil and natural gas that our operators can produce from our wells or limit the number of wells or the locations at which we can drill. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil, natural gas and natural gas liquids within its jurisdiction. States do not regulate wellhead prices or engage in other similar direct regulation, but we cannot assure our stockholders that they will not do so in the future. The effect of such future regulations may be to limit the amounts of oil and natural gas that may be produced from our wells, negatively affect the economics of production from these wells or to limit the number of locations we can drill.

Federal, state and local regulations provide detailed requirements for the plugging and abandonment of wells, closure or decommissioning of production facilities and pipelines and for site restoration in areas. Although the Corps does not require bonds or other financial assurances, some state agencies and municipalities do have such requirements.

Natural Gas Sales. Historically, federal legislation and regulatory controls have affected the price and marketing of natural gas. FERC has jurisdiction over the transportation and sale for resale of natural gas in interstate commerce by natural gas companies under the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. Since 1978, various federal laws have been enacted which have resulted in the complete removal of all price and non-price controls for sales of domestic natural gas sold in “first sales.” Under the Energy Policy Act of 2005, FERC has substantial enforcement authority to prohibit the manipulation of natural gas markets and enforce its rules and orders, including the ability to assess substantial civil penalties.

Oil Sales and Transportation. Sales of crude oil, condensate and natural gas liquids are not currently regulated and are made at negotiated prices. Nevertheless, the U.S. Congress could reenact price controls in the future.

Crude oil sales are affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce Act, and intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any materially different way than such regulation will affect the operations of our competitors.
Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by prorationing provisions set forth in the pipelines’ published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to our operators to the same extent as to our or their competitors.

State Regulation. Texas regulates the drilling for, and the production, gathering and sale of, oil and natural gas, including imposing severance taxes and requirements for obtaining drilling permits. Texas currently imposes a 4.6% severance tax on oil production and a 7.5% severance tax on natural gas production. States also regulate the method of developing new fields, the spacing and operation of wells and the prevention of waste of oil and natural gas resources. States may regulate rates
13

of production and may establish maximum daily production allowables from oil and natural gas wells based on market demand or resource conservation, or both. States do not regulate wellhead prices or engage in other similar direct economic regulation, but we cannot assure you that they will not do so in the future. The effect of these regulations may be to limit the amount of oil and natural gas that may be produced from our wells and to limit the number of wells or locations our operators can drill.

The petroleum industry is also subject to compliance with various other federal, state and local regulations and laws. Some of those laws relate to resource conservation and equal employment opportunity. We do not believe that compliance with these laws will have a material adverse effect on us.

Employees

We do not have any employees. As of the effective time of the Conversion, the business and affairs of the Company are overseen by our board of directors, rather than the General Partner, which oversaw the business and affairs of the Partnership, our predecessor, as its general partner. Further, post-Conversion, Diamondback continues to provide personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to the services and secondment agreement in substantially the same manner as Diamondback previously provided to the General Partner. Please see Item 7. Management’s Discussion and Analysis—Financial Condition and Results of Operations and the consolidated financial statements and related notes in Item 8. Financial Statements and Supplementary Data of this report. All of the individuals that conduct our business, including our executive officers, are employed by Diamondback.

Facilities

Our principal executive offices are located in Midland, Texas and are owned by Diamondback. We believe that these facilities are adequate for our current operations.

Availability of Company Reports

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge on the Investor Relations page of our website at www.viperenergy.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on, or connected to, our website is not incorporated by reference into this Annual Report and should not be considered part of this or any other report that we file with or furnish to the SEC. Reports filed or furnished with the SEC are also made available on its website at www.sec.gov.

14

ITEM 1A. RISK FACTORS

The nature of our business activities subjects us to certain hazards and risks. The following is a summary of some of the material risks relating to our business activities. Other risks are also described in Items 1 and 2. Business and Properties, Item 7. Management’s Discussion and AnalysisFinancial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures About Market Risk of this report. These risks are not the only risks we face. We could also face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial. If any of these risks actually occurs, it could materially harm our business, financial condition or results of operations and the trading price of our shares could decline.

Risks Related to Our Business

In prior periods, our business was adversely affected by the COVID-19 pandemic and volatility in the oil and natural gas markets, compounded by the global effects of the war in Ukraine and the Israel-Hamas War. We could continue to experience such adverse effects in future periods.

During 2023, 2022, and 2021 NYMEX WTI has ranged from $47.62 to $123.70 per Bbl, and the NYMEX Henry Hub price of natural gas has ranged from $1.99 to $9.68 per MMBtu, with seven-year highs reached in 2022. The war in Ukraine, the Israel-Hamas War, the COVID-19 pandemic, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession, recent measures to combat persistent inflation, and actions taken by OPEC and its non-OPEC allies, collectively OPEC+, continued to contribute to economic and pricing volatility during 2023.

Diamondback and certain of our other operators increased production on our acreage during 2023, but continued to exercise capital discipline by using the majority of their excess cash flow for debt repayment and/or return to their stockholders rather than expanding their drilling programs. We cannot reasonably predict whether production levels will remain at current levels or the impact the full extent of the events above may have on our industry and our business.

Based on the current commodity pricing environment and industry conditions, we did not record any impairments in 2023. However, if commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves and cash flows will be adversely impacted. Lower oil and natural gas prices may also result in a reduction in the borrowing base under the Operating Company’s revolving credit facility, which may be determined at the discretion of our lenders.

Other significant factors that are likely to continue to affect commodity prices in future periods include, but are not limited to, the effect of U.S. energy, monetary and trade policies, U.S. and global economic conditions, U.S. and global political and economic developments, including the Biden Administration’s energy and environmental policies, all of which are beyond our control. Our business may be also adversely impacted by any future government rule, regulation or order that may impose production limits, as well as pipeline capacity and storage constraints, in the Permian Basin where we have mineral and royalty interests. We cannot predict the ultimate impact of these factors on our business, financial condition and cash available for dividends to our stockholders.

We cannot predict the impact of the ongoing war in Ukraine or the Israel-Hamas War on the global economy, energy markets, geopolitical stability and our business.

Our mineral and royalty acreage is located primarily in the Permian Basin in West Texas. However, the broader consequences of the war in Ukraine and the Israel-Hamas War, may increase volatility in the price of and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets, limit sources of liquidity and adversely impact global macroeconomic conditions. We cannot predict the extent of the conflicts’ effect on our business, results of operations, the global economy or energy markets.

Our commodity price derivatives could result in financial losses, may fail to protect us from declines in commodity prices, prevent us from fully benefiting from commodity price increases and may expose us to other risks, including counterparty credit risk.

We use fixed price swap contracts, fixed price basis swap contracts and costless collar contracts with corresponding put and call options to reduce price volatility associated with certain of our royalty income. Our derivative contracts are based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on NYMEX WTI pricing
15

(Cushing and Midland-Cushing) and with natural gas derivative settlements based on the NYMEX Henry Hub and Waha Hub pricing. By using derivative instruments to economically hedge exposure to changes in commodity prices, we expose ourselves to credit risk and market risk. At settlement, market prices for commodities may exceed the contract prices in our commodity price derivatives agreements, resulting in our need to make significant cash payments to our counterparties. Further, by using commodity derivative instruments, we expose ourselves to credit risk if we are in a positive position at contract settlement and the counterparty fails to perform under the terms of the derivative contract. Our counterparties have been determined to have an acceptable credit risk; therefore, we do not require collateral from our counterparties. By using derivative instruments, we may be prevented from fully realizing the benefits of increases in the prices of oil, natural gas liquids and natural gas above the price levels of the commodity price derivatives used to manage price risk.

For additional information regarding our use of commodity price derivatives and our outstanding derivative contracts as of December 31, 2023, see Note 10—Derivatives in Item 8. Financial Statements and Supplementary Data, Item 7. Management’s Discussion and Analysis—Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk of this report.

The IRA and other risks relating to climate change could accelerate the transition to a low carbon economy and could impose new costs on our operations that may have a material and adverse effect on us.

Governmental and regulatory bodies, investors, consumers, industry and other stakeholders have been increasingly focused on climate change matters in recent years. This focus, together with changes in consumer and industrial/commercial behavior, preferences and attitudes with respect to the generation and consumption of energy, the use of hydrocarbons, and the use of products manufactured with, or powered by, hydrocarbons, may result in; (i) the enactment of climate change-related regulations, policies and initiatives by governments, investors, and other companies, including alternative energy or “zero carbon” requirements and fuel or energy conservation measures, (ii) technological advances with respect to the generation, transmission, storage and consumption of energy (including advances in wind, solar and hydrogen power, as well as battery technology), (iii) increased availability of, and increased demand from consumers and industry for, energy sources other than oil and natural gas (including wind, solar, nuclear, and geothermal sources as well as electric vehicles), and (iv) development of, and increased demand from consumers and industry for, lower-emission products and services (including electric vehicles and renewable residential and commercial power supplies) as well as more efficient products and services.

Any of these developments may reduce the demand for products manufactured with (or powered by) hydrocarbons and the demand for, and in turn the prices of, the oil and natural gas that we produce and sell, which would likely have a material adverse impact on us. The enactment of climate change-related regulations, policies and initiatives may also result in increases in our compliance costs and other operating costs and have other adverse effects, such as a greater potential for governmental investigations or litigation.

In recent years, federal, state and local governments have taken steps to reduce emissions of greenhouse gases. For example, the Infrastructure Investment and Jobs Act and the IRA include billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration. Also, the EPA has proposed ambitious rules to reduce harmful air pollutant emissions, including greenhouse gases, from light-, medium-, and heavy-duty vehicles beginning in model year 2027. These incentives and regulations could accelerate the transition of the economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for, and in turn the prices of, the oil and natural gas that we produce and sell and adversely impact our business. Additionally, the IRA imposes the first ever federal fee on greenhouse gas emissions through a methane emissions charge, which could increase our operating costs and thereby adversely impact our business, financial condition and cash flows.

In addition to potentially reducing (i) demand for our oil and natural gas and (ii) the availability of oilfield services and midstream and downstream customers, any of these developments may also create reputational risks associated with the exploration for, and production of, hydrocarbons, which may adversely affect the availability and cost to us of capital. For example, a number of prominent investors have publicly announced their intention to no longer invest in the oil and gas sector in response to concerns related to climate change, and other financial institutions and investors may decide to do likewise in the future. If financial institutions and other investors refuse to invest in or provide capital to the oil and gas sector in the future because of these reputational risks, that could result in capital being unavailable to us, or only at a significantly increased cost.

For further discussion regarding the risks to us of climate change-related regulations, policies and initiatives, see Item 1 and 2. Business and Properties—Regulation—Climate Change of this report.

16

Continuing political and social concerns relating to climate change and other environmental, social and governance factors may result in significant litigation and related expenses.

Increasing attention to global climate change has resulted in increased investor attention and an increased risk of public and private litigation, which could increase our costs or otherwise adversely affect us. For example, stockholder activism has recently been increasing in our industry, and stockholders may attempt to effect changes to our business or governance to deal with climate change-related issues, whether by stockholder proposals, public campaigns, proxy solicitations or otherwise, which may result in significant management distraction and potentially significant expense.

Also, investor and regulatory focus on environmental, social and governance (“ESG”) matters continues to increase. For example, in addition to climate change, there is increasing attention on topics such as diversity and inclusion, human rights, and human and natural capital in companies’ own operations as well as their supply chains. In addition, perspectives on the efficacy of ESG considerations continue to evolve, and we cannot currently predict how regulators’, investors’ and other stakeholders’ views on ESG matters may affect the regulatory and investment landscape and affect our business, financial condition, and results of operations. If we do not, or are perceived to not, adapt or comply with investor or stakeholder expectations and standards on ESG matters, we may suffer from reputational damage and our business, financial condition and results of operations could be materially and adversely affected.

In March 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks and other information. To the extent this rule is finalized as proposed, we and/or our customers could incur increased costs related to the assessment and disclosure of climate-related information. Enhanced climate disclosure requirements could also accelerate any trend by certain stakeholders and capital providers to restrict or seek more stringent conditions with respect to their financing of certain carbon intensive sectors.

Additionally, cities, counties, and other governmental entities in several states in the U.S. have filed lawsuits against energy companies seeking damages allegedly associated with climate change. Similar lawsuits may be filed in other jurisdictions. If any such lawsuits were to be filed against us, we could incur substantial legal defense costs and, if any such litigation were adversely determined, we could incur substantial damages. Any of these climate change-related litigation risks could result in unexpected costs, negative sentiments about our company, disruptions to our business, and increases to our operating expenses, which in turn could have an adverse effect on our business, financial condition and cash flow.

Conservation measures and technological advances could reduce demand for oil and natural gas.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas services and products may have a material adverse effect on our business, financial condition, results of operations and cash available to return to our stockholders.

Increased costs of capital could adversely affect our business

Our business could be harmed by factors such as the availability, terms and cost of capital, increases in interest rates or a reduction in our credit rating. Changes in any one or more of these factors could cause our cost of doing business to increase, limit our access to capital, limit our ability to pursue acquisition opportunities, reduce our cash flows available and place us at a competitive disadvantage. Continuing disruptions and volatility in the global financial markets may lead to an increase in interest rates or a contraction in credit availability impacting our ability to finance our activities. A significant reduction in the availability of credit could materially and adversely affect our ability to achieve our business strategy and cash flows.

We may not have sufficient available cash to pay any quarterly dividend on our common stock, our cash available for dividends may vary significantly from quarter to quarter and our board of directors may in the future modify or revoke our cash dividend policy at any time at its discretion. Our dividend policy could limit our ability to grow and make acquisitions.

We may not have sufficient cash available to pay base or variable dividends to our common stockholders each quarter. Furthermore, our cash dividend policy does not require us to pay dividends on a quarterly basis or otherwise. The amount of cash we have to distribute each quarter principally depends upon the amount of royalty income we generate, which is dependent upon the volumes of production sold and the prices that our operators realize from the sale of such production. In addition, the actual amount of cash we will have to distribute each quarter under our cash dividend policy will be reduced by payments in respect of income taxes, debt service and other contractual obligations and fixed charges, increases in reserves for future operating or capital needs that the board of directors may determine is appropriate, lease bonus income, distribution equivalent rights payments and preferred dividends, if any, and any common share repurchases. The board of directors may further modify
17

or revoke our dividend policy at any time in the future at its discretion. During 2022, the board of directors approved a dividend policy, effective beginning with the Company’s dividend payable for the third quarter of 2022, consisting of a base and variable dividend, that takes into account capital returned to stockholders via our common stock repurchase program. For information regarding our dividend policy and the recent modifications, see Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Cash Dividend Policy and Item 7. Management’s Discussion and Analysis—Financial Condition and Results of Operations of this report. As a result, quarterly dividends paid to our stockholders may vary significantly from quarter to quarter and may be zero.

As a result of our cash dividend policy, we will have limited cash available to reinvest in our business or to fund acquisitions, and we will rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund our acquisitions and growth capital expenditures. As such, to the extent we are unable to finance growth externally, our dividend policy will significantly impair our ability to grow.

To the extent we issue additional shares in connection with any acquisitions or growth capital expenditures or as in-kind dividends, the payment of dividends on those additional shares may increase the risk that we will be unable to maintain or increase our per share dividend level.

We depend on a small number of operators for a substantial portion of the development and production on the properties underlying our mineral interests. A reduction in the expected number of wells to be drilled on our acreage by these operators or the failure of an operator to adequately and efficiently develop and operate our acreage could have an adverse effect on our expected growth and our results of operations.

The failure of our operators to adequately or efficiently perform operations or an operator’s failure to act in ways that are in our best interests could reduce production and revenues. Any development and production activities on our properties are subject to our operators’ reasonable discretion. The level, success and timing of drilling and development activities on our properties, and whether the operators elect to drill any additional wells on our acreage, depends on a number of factors that will be largely outside of our control, including: commodity prices; the timing and amount of capital expenditures by our operators, which could be significantly more than anticipated; the ability of our operators to access capital; the availability, high cost or shortages of rigs and other suitable drilling equipment, raw materials, supplies and oilfield services; the availability of production and transportation infrastructure and qualified operating personnel; regulatory restrictions; the operators’ expertise, operating efficiency and financial resources; approval of other participants in drilling wells; the operators’ expected return on investment in wells drilled on our acreage as compared to opportunities in other areas; the selection of technology; the selection of counterparties for the sale of production; and the rate of production of the reserves.

The operators may elect not to undertake development activities, or may undertake such activities in an unanticipated fashion, which may result in significant fluctuations in our royalty income and cash available for dividends to our stockholders. If reductions in production by the operators are implemented on our properties and sustained, our revenues may also be substantially affected. Additionally, if an operator were to experience financial difficulty, the operator might not be able to pay its royalty payments or continue its operations, which could have a material adverse impact on us.

The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures by operators than we currently anticipate.

Approximately 20% of our total estimated proved reserves as of December 31, 2023 were proved undeveloped reserves and may not be ultimately developed or produced. Recovery of proved undeveloped reserves requires significant capital expenditures and successful drilling operations by the operators on our mineral and royalty acreage. The reserve data included in the reserve reports of our independent petroleum engineers assume that substantial capital expenditures are required to develop such reserves. We cannot be certain that the estimated costs of the development of these reserves are accurate, that development will occur as scheduled or that the results of such development will be as estimated. Delays in the development of our reserves, increases in costs to drill, complete and develop such reserves, or further decreases in commodity prices will reduce the future net revenues of our estimated proved undeveloped reserves and may result in some projects becoming uneconomical. In addition, delays in the development of reserves could force us to reclassify certain of our proved reserves as unproved reserves.

We may not be able to terminate our leases if any of our operators declare bankruptcy, and we may experience delays and be unable to replace operators that do not make royalty payments.

A failure on the part of the operators to make royalty payments gives us the right to terminate the lease, repossess the property and enforce payment obligations under the lease. If we repossessed any of our properties, we would seek a
18

replacement operator. However, we might not be able to find a replacement operator and, if we did, we might not be able to enter into a new lease on favorable terms within a reasonable period of time. In addition, the outgoing operator could be subject to bankruptcy proceedings that could prevent the execution of a new lease or the assignment of the existing lease to another operator. In addition, if we enter into a new lease, the replacement operator may not achieve the same levels of production or sell oil or natural gas at the same price as the operator it replaced.

The producing properties in which we have mineral and royalty interests are primarily concentrated in the Permian Basin of West Texas, making us vulnerable to risks (including weather-related risks) associated with a single geographic area. In addition, a large amount of our proved reserves is attributable to a small number of producing horizons within this area.

The producing properties in which we have mineral and royalty interests are currently geographically primarily concentrated in the Permian Basin of West Texas. As a result of this concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints faced by our operators or their customers, availability of equipment, facilities, personnel or services market limitations or interruption of the processing or transportation of crude oil, natural gas or natural gas liquids on our mineral and royalty acreage, and extreme weather conditions, such as the severe winter storms in the Permian Basin in February 2021, and their adverse impact on production volumes, availability of electrical power, road accessibility and transportation facilities on our mineral and royalty acreage.

Extreme regional weather events may occur that can affect our operators’ suppliers or customers, which could adversely affect us. For example, a significant hurricane or similar weather event could damage refining and other oil and natural gas-related facilities on the Gulf Coast of Texas and Louisiana, which (if significant enough) could limit the availability of gathering and transportation facilities across Texas and could then cause production in the Permian Basin (potentially including production on our mineral and royalty acreage) to be curtailed or shut in or (in the case of natural gas) flared. Climate changes may also increase the frequency and severity of significant weather events over time. Further, any increase in flaring of natural gas production on our mineral and royalty acreage due to weather-related events, or otherwise, could expose us to reputational risks and adversely impact our or our operators’ contractual and other business relationships. Any of the above-referenced events could have a material adverse effect on us. Likewise, a weather event like the severe winter storms in the Permian Basin in February 2021 could reduce the availability of electrical power, road accessibility, and transportation facilities, which could have an adverse impact on production volumes on our mineral and royalty acreage (and therefore on our financial condition and results of operations).

In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and natural gas producing areas such as the Permian Basin, which may cause these conditions to occur with greater frequency or magnify the effects of these conditions. Due to the concentrated nature of our mineral and royalty acreage, we could experience any of these conditions at the same time, resulting in a relatively greater impact on us than they might have on other companies that have a more diversified portfolio of assets. Such delays or interruptions could have a material adverse effect on our business, financial condition and cash flow.

In addition to the geographic concentration of our mineral and royalty acreage, as of December 31, 2023, most of our proved reserves are concentrated in the Wolfberry resource play in the Midland Basin. This concentration of assets within a small number of producing horizons exposes us to additional risks, such as changes in field-wide rules and regulations that could cause our operators to permanently or temporarily shut-in all of wells on our mineral and royalty acreage.

Our future success depends on the development or acquisition of additional reserves, and our failure to successfully identify, complete and integrate acquisitions of properties or businesses could slow our growth and adversely affect our results of operations and cash available for dividends.

Our future success depends upon the development or acquisition of additional oil and natural gas reserves that are economically recoverable, as our proved reserves will generally decline as reserves are depleted. To increase reserves and production, we would need to undertake replacement activities or use third party operators to undertake development, exploration and other replacement activities, requiring substantial capital expenditures. Neither we nor our third party operators may have sufficient resources to acquire additional reserves or to undertake exploration, development, production or other replacement activities. Such activities by our third party operators may not result in significant additional reserves and efforts to drill productive wells at low finding costs may be unsuccessful. In addition, we do not expect to retain cash from our operations for replacement capital expenditures. Furthermore, although our revenues and cash available for dividends may increase if prevailing oil and natural gas prices increase significantly, finding costs for additional reserves could also increase.

19

There is intense competition for acquisition opportunities in our industry. The successful acquisition of producing properties requires an assessment of several factors, including; recoverable reserves, future oil and natural gas prices and their applicable differentials, operating costs and potential environmental and other liabilities. The accuracy of these assessments is inherently uncertain and we may not be able to identify attractive acquisition opportunities. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems including title defects, which, if material, can render an interest worthless or environmental issues, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken, which can adversely affect our results of operations, financial condition and cash available for dividends. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms. Unless our operators further develop our existing properties, we will depend on acquisitions to grow our reserves, production and cash flow.

Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Our ability to complete acquisitions is dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Further, these acquisitions may be in geographic regions in which we do not currently hold properties. If we enter into new geographic markets, we may be subject to additional and unfamiliar legal and regulatory requirements and other unforeseen difficulties. Compliance with regulatory requirements may impose substantial additional obligations on us and our management, cause us to expend additional time and resources in compliance activities and increase our exposure to penalties or fines for non-compliance with such additional legal requirements. Further, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business into our existing operations, the process of which may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. Any of the unfavorable circumstances mentioned above could have a material adverse effect on our financial condition, results of operations and cash available for dividends. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our growth, results of operations and cash available for dividends.

Project areas on our properties, which are in various stages of development, may not yield oil or natural gas in commercially viable quantities.

Project areas on our properties are in various stages of development, ranging from project areas with current drilling or production activity to project areas that have limited drilling or production history. If the wells in the process of being completed are on our property and do not produce sufficient revenues or if dry holes are drilled, our financial condition, results of operations and cash available for dividends may be materially affected.

Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

Oil and natural gas reserve engineering is not an exact science and requires subjective estimates of underground accumulations of oil and natural gas and assumptions concerning future oil and natural gas prices, production levels, ultimate recoveries and operating and development costs, if any. As a result, estimated quantities of proved reserves, projections of future production rates and the timing of development expenditures may be incorrect. Over time, we may make material changes to reserve estimates taking into account the results of actual drilling, testing and production. Also, certain assumptions regarding future oil and natural gas prices, production levels and operating and development costs, if any, may prove incorrect. Any significant variance from these assumptions to actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil and natural gas attributable to any particular group of properties, the classifications of reserves based on risk of recovery and estimates of future net cash flows. A substantial portion of our reserve estimates are made without the benefit of a lengthy production history, which are less reliable than estimates based on a lengthy production history. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of oil and natural gas that we ultimately recover being different from our reserve estimates. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for unproved undeveloped acreage.

20

We are dependent on electrical power, internet and telecommunication infrastructure and information and computer systems. If any of these systems are compromised or unavailable, our business could be adversely affected.

We are dependent on electric power, internet and telecommunication infrastructure and Diamondback’s information systems and computer based programs. If any of such infrastructure, systems or programs were to fail or become unavailable or compromised, or create erroneous information in our hardware or software network infrastructure, our ability to safely and effectively conduct our business will be limited and any such consequence could have a material adverse effect on our business.

We are subject to cybersecurity risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.

We rely extensively on Diamondback’s information technology systems, including internally developed software, data hosting platforms, real-time data acquisition systems, third-party software, cloud services and other internally or externally hosted hardware and software platforms, to (i) estimate our oil and natural gas reserves, (ii) process and record financial and operating data, and (iii) communicate with our management and board of directors, as well as, our vendors, suppliers and other third parties. Further, our reliance on technology has increased due to the increased use of personal devices, remote communications and work-from-home or hybrid work practices.

Risks from cybersecurity threats have not materially affected, and are not currently anticipated to materially affect, our company, including our business strategy, results of operations and financial condition. However, our systems and networks (which are provided by Diamondback), and those of its vendors, service providers and other third party providers, may become the target of cybersecurity attacks, including, without limitation, denial-of-service attacks; malicious software; data privacy breaches by insiders or others with authorized access; cyber or phishing-attacks; ransomware; attempts to gain unauthorized access to our data and Diamondback’s systems; and other electronic security breaches. If any of these security breaches were to occur, we could suffer disruptions to our operations, normal business functions and other aspects of our business.

Diamondback provides personnel and general and administrative services to us, including personnel and infrastructure that underlie our cybersecurity risk management program. In connection therewith, Diamondback has implemented and invested in, and will continue to implement and invest in, controls, procedures and protections (including internal and external personnel) that are designed to protect its systems; identify and remediate, on a regular basis, vulnerabilities in its systems and related infrastructure and monitor and mitigate the risk of data loss and other cybersecurity threats. Diamondback has also engaged third-party consultants to conduct penetration testing and risk assessments. Diamondback’s cybersecurity governance program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration. Such measures, however, cannot entirely eliminate cybersecurity threats and may prove to be ineffective. As cyber incidents continue to evolve, Diamondback may be required to expend additional resources (for which we may be partially responsible) to continue to modify or enhance protective measures or to investigate and remediate any vulnerability to cyber incidents. Diamondback maintains specialized insurance for possible liability resulting from a cyberattack on its assets, however, we cannot assure you that the insurance coverage will be adequate to cover claims that may arise, or that Diamondback will be able to maintain adequate insurance at rates we consider reasonable. A loss not fully covered by insurance could have a material adverse effect on our business, financial condition and cash flows.

Risks Related to Our Indebtedness

Implementing our capital programs may, under certain circumstances, require an increase in our total leverage through additional debt issuances. In addition, a significant reduction in availability under the revolving credit facility and the inability to otherwise obtain financing for our capital programs could require us to curtail our capital expenditures.

As a result of our cash dividend policy, we have limited cash available to reinvest in our business or to fund acquisitions and have historically relied on availability under the Operating Company’s revolving credit facility to fund a portion of our capital expenditures and for other purposes. We expect that we will continue to fund a portion of our capital expenditures and other needs with borrowings under the revolving credit facility and from the proceeds of debt and equity offerings. In the past, we have created availability under the revolving credit facility by repaying outstanding borrowings with the proceeds from equity and debt offerings. We cannot assure you that we will choose to or be able to access the capital markets to repay any such future borrowings. If the availability under the revolving credit facility were reduced, and we were otherwise unable to secure other sources of financing, we may be required to curtail our capital expenditures, which could result in an inability to complete acquisitions or finance the capital expenditures necessary to replace our reserves.

21

Restrictive covenants in the Operating Company’s revolving credit facility, the indentures governing the Notes and future debt instruments may limit our ability to respond to changes in market conditions or pursue business opportunities.

The Operating Company’s revolving credit facility and the indentures governing the Notes outstanding contain, and the terms of any future indebtedness may contain, restrictive covenants that limit our and the Operating Company’s ability to, among other things: incur or guarantee additional indebtedness; make certain investments; create additional liens; sell or transfer assets; lease property as a lessee; issue redeemable or preferred equity; voluntarily redeem or prepay debt (including the Notes); merge or consolidate with another entity; pay or declare dividends; designate certain of our subsidiaries as unrestricted subsidiaries; create unrestricted subsidiaries; engage in transactions with affiliates; enter into gas imbalances, take-or-pay and similar agreements; and enter into certain swap agreements.

We may be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us and the Operating Company by the restrictive covenants contained in the revolving credit facility and the indentures that govern the Notes. In addition, the revolving credit facility requires us to maintain certain financial ratios and tests. The requirement that we comply with these provisions may materially adversely affect our ability to react to changes in market conditions, take advantage of business opportunities we believe to be desirable, obtain future financing, fund needed capital expenditures or withstand a continuing or future downturn in our business.

Our and the Operating Company’s future ability to comply with these restrictions and covenants is uncertain and will be affected by the levels of cash flow from our operations and other events or circumstances beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. A breach of any of these restrictive covenants could result in default under the revolving credit facility. If a default occurs, the lenders under the revolving credit facility may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable, which would result in an event of default under the indenture governing the Notes. The lenders will also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we and the Operating Company are unable to repay outstanding borrowings when due, the lenders under the revolving credit facility will also have the right to proceed against the collateral granted to them to secure the indebtedness. If the indebtedness under the revolving credit facility and the Notes were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness.

Any significant reduction in the borrowing base under the Operating Company’s revolving credit facility as a result of the periodic borrowing base redeterminations, or otherwise, may negatively impact our ability to fund our operations, and we may not have sufficient funds to repay borrowings under the revolving credit facility if required as a result of a borrowing base redetermination.

A decline in commodity prices could result in a redetermination that lowers the borrowing base. Any significant reduction in the borrowing base as a result of such borrowing base redeterminations or otherwise may negatively impact our liquidity and our ability to fund our operations and, as a result, may have a material adverse effect on our financial position, results of operation and cash flow. Further, if the outstanding borrowings under the revolving credit facility were to exceed the borrowing base as a result of any such redetermination, we and the Operating Company would be required to repay the excess. We may not have sufficient funds to make such repayments. If we do not have sufficient funds and we are otherwise unable to negotiate renewals of the borrowings or arrange new financing, we may have to sell significant assets. Any such sale could have a material adverse effect on our business and financial results.

Servicing our indebtedness requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial indebtedness.

Our ability to make scheduled payments of the principal, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We are dependent on cash flow generated by the Operating Company to repay the Notes. The Operating Company’s business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If the Operating Company is unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying capital expenditures, selling assets, restructuring debt or obtaining additional capital on terms that may be onerous or highly dilutive. However, we cannot assure you that undertaking alternative financing plans, if necessary, would allow us to meet our debt obligations. In the absence of such cash flows, we could have substantial liquidity problems and might be required to sell material assets to attempt to meet our debt service and other obligations. The Operating Company’s revolving credit facility and the indenture governing the Notes outstanding restrict our ability to use the proceeds from asset sales. We may not be able to consummate those asset sales to raise capital or sell assets at prices that we believe are fair, and proceeds that we do receive may not be adequate to meet any debt service obligations then due. Our ability to refinance our
22

indebtedness will depend on the capital markets and our financial condition at the time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations and have an adverse effect on our financial condition.

If we experience liquidity concerns, we could face a downgrade in our debt ratings which could restrict our access to, and negatively impact the terms of, current or future financings or trade credit.

Our ability to obtain financings and trade credit and the terms of any financings or trade credit is, in part, dependent on the credit ratings assigned to our debt by independent credit rating agencies. We cannot provide assurance that any of our current ratings will remain in effect for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances so warrant. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. A ratings downgrade could adversely impact our ability to access financings or trade credit and increase our or the Operating Company’s borrowing costs.

The borrowings under the Operating Company’s revolving credit facility expose us to interest rate risk.

Our earnings are exposed to interest rate risk associated with borrowings under the Operating Company’s revolving credit facility. The terms of the Operating Company’s revolving credit facility provide for interest on borrowings at a floating rate equal to an alternative base rate that, since November 2022 has been tied to SOFR. SOFR tends to fluctuate based on multiple factors, including general short-term interest rates, rates set by the U.S. Federal Reserve, and other central banks and general economic conditions. We have not hedged our interest rate exposure with respect to our floating rate debt. The Operating Company’s weighted average interest rate on borrowings under its revolving credit facility was 7.41% during the year ended December 31, 2023. If interest rates increase, so will our interest costs, which may have a material adverse effect on our results of operations and financial condition.

Risks Inherent in an Investment in Us

Diamondback controls us and its interests may conflict with ours or yours in the future.

Diamondback beneficially owns approximately 56% of the voting power of our capital stock. For so long as Diamondback continues to have voting power over a significant percentage of our capital stock, even if such amount is less than 50%, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval. Although the holders of our common stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the Delaware General Corporation Law (the “DGCL”), including the election of our board of directors, pursuant to our certificate of incorporation, for so long as Diamondback and any of its subsidiaries collectively beneficially own at least 25% of our outstanding common stock (i) Diamondback has the right to designate up to three persons to serve as members of our board of directors and (ii) our board of directors may not appoint any person other than a Diamondback seconded employee as an executive officer of our company unless such appointment is approved, in advance, by either (x) Diamondback (which approval may not be unreasonably withheld or conditioned) or (y) the affirmative vote of the holders of at least 80% of the voting power of our capital stock. Currently, there are two Diamondback designees to our board of directors—Travis Stice and Kaes Van’t Hof. Further, in connection with the Conversion, we entered into a services and secondment agreement with Diamondback E&P LLC and OpCo, pursuant to which Diamondback continues to provide personnel and general and administrative services to us and OpCo, including the services of the executive officers and other employees, in substantially the same manner as Diamondback provided to us before the Conversion. Accordingly, Diamondback will have significant influence with respect to our board of directors, management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as Diamondback continues to beneficially own a significant percentage of our capital stock, it will be able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

We do not have any employees, and we rely solely on the employees of Diamondback to manage our business. The management team of Diamondback, which includes the individuals who manage us, also perform similar services for Diamondback and certain of its affiliates, and thus are not solely focused on our business.

We do not have any employees and we rely solely on Diamondback to operate our assets and perform other management, administrative and operating services for us under the terms and conditions of the services and secondment
23

agreement discussed above. Because Diamondback provides services to us that are similar to those it performs for itself and its affiliates, it may not have sufficient human, technical and other resources to provide those services at a level that it would be able to provide to us if it were solely focused on our business and operations. Diamondback may make internal decisions on how to allocate its available resources and expertise that may not always be in our best interest compared to Diamondback’s interests. There is no requirement that Diamondback favor us over itself or others in providing its services. If Diamondback does not devote sufficient attention to the management and operation of our business or otherwise breaches the provisions of the services and secondment agreement, our financial results may suffer and our ability to pay dividends to our stockholders may be reduced. Many key responsibilities within our business have been assigned to a small number of individuals. The loss of their services could adversely affect our business. In particular, the loss of the services of one or more members of the executive team could disrupt our business. Further, we do not maintain “key person” life insurance policies on any of our executive team or other key personnel. As a result, we are not insured against any losses resulting from the death of these key individuals.

State and local income and other tax reimbursements due to Diamondback for our share of state and local and other taxes borne by Diamondback will reduce cash available for dividends to our common stockholders.

We have entered into a tax sharing agreement with Diamondback pursuant to which we are required to reimburse Diamondback for our share of state and local income and other taxes borne by Diamondback as a result of our results being included in a combined or consolidated tax return filed by Diamondback. The reimbursement of our share of state and local income and other taxes borne by Diamondback will reduce the amount of cash available for dividends from us to our common stockholders.

The market price of our shares of Class A Common Shares could be adversely affected by sales of substantial amounts of our Class A common stock in the public or private markets.

Sales by holders of a substantial number of our Class A Common Stock in the public markets, or the perception that such sales might occur, could have a material adverse effect on the price of our Class A Common Stock or could impair our ability to obtain capital through an offering of equity securities. In addition, we have provided registration rights to Diamondback. Pursuant to these registration rights, we have registered, under the Securities Act, all of the Class A Common Stock owned by Diamondback for resale (including Class A common stock issuable in respect of the Class B Common Stock under the related exchange agreement).

U.S. tax legislation may adversely affect our business, results of operations, financial condition and cash flow.

From time to time, legislation has been proposed that, if enacted into law, would make significant changes to U.S. federal and state income tax laws affecting the oil and natural gas industry, including (i) eliminating the immediate deduction for intangible drilling and development costs, (ii) the repeal of the percentage depletion allowance for oil and natural gas properties; and (iii) an extension of the amortization period for certain geological and geophysical expenditures. No accurate prediction can be made as to whether any such legislative changes will be proposed or enacted in the future or, if enacted, what the specific provisions or the effective date of any such legislation would be. These proposed changes in the U.S. tax law, if adopted, or other similar changes that would impose additional tax on our activities or reduce or eliminate deductions currently available with respect to natural gas and oil exploration, development or similar activities, could adversely affect our business, results of operations, financial condition and cash flow.

On August 16, 2022, President Biden signed into law the IRA, which, among other changes, imposes a 15% corporate alternative minimum tax (“CAMT”) on the “adjusted financial statement income” of certain large corporations (generally, corporations reporting at least $1 billion average adjusted pre-tax net income on their consolidated financial statements) as well as an excise tax of 1% on the fair market value of certain public company stock repurchases for tax years beginning after December 31, 2022. If we are or become subject to the CAMT including as a result of our affiliation with Diamondback, our cash tax obligations for U.S. federal income taxes could be significantly accelerated. To the extent the 1% excise tax applies to our repurchases of shares under our common stock repurchase program, the number of shares we repurchase and our cash flow may be affected.

The U.S. Treasury Department, the Internal Revenue Service and other standard-setting bodies are expected to issue guidance on how the CAMT, stock buyback excise tax and other provisions of the IRA will be applied or otherwise administered that may differ from our interpretations. We continue to evaluate the IRA and its effect on our financial results and operating cash flow.

24

Because we are a “controlled company” as defined in the Nasdaq listing standards, you may not have protection of certain corporate governance requirements which otherwise are required by Nasdaq’s rules.

Under Nasdaq’s rules, a controlled company is a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company. We are a controlled company because Diamondback and its wholly owned subsidiary Diamondback E&P LLC together hold more than 50% of our voting power. For so long as we remain a controlled company, we are not required to comply with certain corporate governance requirements, and are permitted to elect to rely, and may rely, on certain exemptions from certain corporate governance requirements, including our board of directors is not required to be comprised of a majority of independent directors; our board of directors is not subject to the compensation committee requirement, and we are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors.

We have not taken advantage of the exemption to have a majority of independent directors. However, we initially intend to rely upon the exemption to having a compensation committee and the exemption to director nominees being selected by independent directors. As a result, to the extent that we take advantage of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. Although we do not currently intend to take advantage of the controlled company exemptions, except as set forth above, we cannot assure you that, in the future, we will not seek to take advantage of these exemptions. If we cease to be a “controlled company” in the future, we will be required to comply with the Nasdaq listing standards, which may require development of certain other governance-related policies and practices. These and any other actions necessary to achieve compliance with such rules may increase our legal and administrative costs, will make some activities more difficult, time-consuming and costly and may also place additional strain on our resources.

The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and stockholders.

Our certificate of incorporation requires, to the fullest extent permitted by law, that any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, arising out of or relating in any way to our certificate of incorporation or any of our stock may only be brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction. This provision may have the effect of discouraging lawsuits against us and our directors, officers and stockholders.

Our certificate of incorporation does not limit the ability of Diamondback and certain of its directors, principals, officers, employees and their respective affiliates to compete with us.

Our certificate of incorporation provides that none of Diamondback, any of its directors, principals, officers, employees or respective affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. In the ordinary course of their business activities, these persons may engage in activities where their interests conflict with our interests or those of our other stockholders.

These persons also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to the Company. In addition, these persons may have an interest in our pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to our common stockholders.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our certificate of incorporation and bylaws contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock; prohibit stockholder action by written consent unless such action is consented to by the board of directors; provide for certain limitations on convening special stockholder meetings; provide (i) that the board of directors is expressly authorized to make, alter, or repeal our bylaws and (ii) that our stockholders may only amend our bylaws
25

with the approval of at least a majority of all of the outstanding shares of our capital stock entitled to vote; and establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Further, as a Delaware corporation, we are also subject to provisions of Delaware law which may impede or discourage a takeover attempt that our stockholders may find beneficial. These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or could negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

We may fail to realize the anticipated benefits of the Conversion or those benefits may take longer to realize than expected or not offset the costs of the Conversion, which could have a material and adverse impact on the trading price of our securities.

We believe that the Conversion will, among other things, improve our trading liquidity, provide our stockholders with enhanced corporate governance rights, expand our investor base and drive greater value for our stockholders over time. However, the level of investor interest in our Class A Common Stock may not meet our expectations. For example, benchmark stock indices may change their eligibility requirements in a manner that is adverse to us or otherwise determine not to include our Class A Common Stock. Moreover, even if we succeed in having our shares of Class A Common Stock included in key stock indices, this may not result in the increased demand for our stock that we anticipate. Consequently, we may fail to realize the anticipated benefits of the Conversion or those benefits may take longer to realize than we expect. Moreover, there can be no assurance that the anticipated benefits of the Conversion will offset its costs. Our failure to achieve the anticipated benefits of the Conversion at all or in a timely manner, or a failure of any benefits realized to offset its costs, could have a material and adverse impact on the trading price of our securities.

Our ability to pay base and variable dividends to the holders of our Class A Common Stock or make share repurchases under our repurchase program may be limited by requirements under our certificate of incorporation, our holding company structure, applicable provisions of Delaware law and contractual restrictions or obligations.

Our current dividend policy is consistent with our pre-Conversion distribution policy. That is, we intend to pay a base dividend, as well as a variable dividend that takes into account capital returned to stockholders via our stock repurchase program. Under our certificate of incorporation, we are required to pay a quarterly preferred dividend in respect of our Class B Common Stock in the aggregate amount of $20,000 per quarter, which is consistent with the pre-Conversion preferred distribution requirement by the Partnership. Other than the preferred dividend requirement, we are not required to pay dividends to our stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of our board of directors, which may change our dividend policy at any time. Our ability to pay cash dividends to holders of our Class A Common Stock depends on a number of factors, including among other things, general economic and business conditions, our strategic plans and prospects, our businesses and investment opportunities, our financial condition and operating results, capital requirements and other anticipated cash needs, contractual restrictions and obligations, legal, tax and regulatory restrictions and other factors.

Additionally, as a holding company, our ability to pay dividends or repurchase shares of our Class A common stock is subject to the ability of our operating subsidiary OpCo and any future subsidiaries to provide cash to us. Viper Energy, Inc. has no material assets other than its membership interest in OpCo, which holds all of the mineral and royalty interests and other assets consolidated on our balance sheet.

Under the DGCL we may only pay dividends to our stockholders out of (i) our surplus, as defined and computed under the provisions of the DGCL or (ii) our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If we do not have sufficient surplus or net profits, we will be prohibited by law from paying any such dividend. In addition, the terms of the OpCo’s revolving credit facility include, and any other debt instruments or financing arrangements may from time to time include covenants or other restrictions that could constrain our ability to pay dividends, make other distributions or repurchase shares of our Class A Common Stock. Our certificate of incorporation contains provisions authorizing us to issue series of preferred stock that may have designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to our Class A Common Stock.

For additional information regarding stockholders’ equity and our repurchase program, see Note 7—Stockholders' Equity in Item 8. Financial Statements and Supplementary Data of this report.

26

ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management Strategy

Diamondback provides us with personnel and general and administrative services pursuant to the services and secondment agreement, including the personnel and infrastructure that underlie our cybersecurity risk management program. In connection therewith, Diamondback has implemented and invested in, and will continue to implement and invest in, controls, procedures and protections (including internal and external personnel) that are designed to protect Diamondback’s systems, identify and remediate on a regular basis vulnerabilities in Diamondback’s systems and related infrastructure and monitor and mitigate the risk of data loss and other cybersecurity threats. Diamondback has also engaged third-party consultants to conduct penetration testing and risk assessments. Diamondback’s cybersecurity program is informed by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and measured by the Maturity and Risk Assessment Ratings associated with the NIST Cybersecurity Framework and the Capability Maturity Model Integration.

Diamondback’s cybersecurity risk management program is integrated into its overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas that apply to us.

Diamondback’s cybersecurity risk management program, which it provides to us under the services and secondment agreement, includes:

risk assessments designed to help identify material cybersecurity risks to critical systems, information, products, services, and the broader enterprise IT environment;
a security team principally responsible for managing (i) cybersecurity risk assessment processes, (ii) security controls, and (iii) its response to cybersecurity incidents;
the use of external service providers, where appropriate, to assess, test, train or otherwise assist with aspects of its security controls;
security tools deployed in the IT environment for protection against and monitoring for suspicious activity;
cybersecurity awareness training of its employees, including incident response personnel and senior management, including those who provide these services for us;
cybersecurity tabletop exercises for members of its cybersecurity incident response team and legal department;
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
a third-party risk management process for service providers, suppliers, and vendors.

Cybersecurity Governance

Diamondback’s cybersecurity governance program is led by its Vice President and Chief Information Officer, with support from the internal information technology department. Diamondback’s Vice President and Chief Information Officer has over 20 years of technological leadership experience in the oil and gas industry, providing oversight of all information technology disciplines, including cybersecurity, networking, infrastructure, applications, and data management and protection. Diamondback’s Vice President and Chief Information Officer and his team, which consists of individuals who hold designations as Certified Information Systems Security Professional (CISSP), Certified Information Systems Auditor (CISA), CompTIASecurity+, and Department of Defense (DoD)-Cybersecurity General, are responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. In addition, Diamondback’s cybersecurity incident response team is responsible for responding to cybersecurity incidents in accordance with its Computer Security Incident Response Plan. Progress and developments in Diamondback’s cybersecurity governance program are communicated to members of its and our executive team. The audit committee of the board of directors receives quarterly updates on the status of Diamondback’s cybersecurity governance program, including as related to new or developing initiatives and any security incidents that may occur, to the extent relevant to our program. Board members receive presentations on cybersecurity topics from Diamondback’s Vice President and Chief Information Officer as part of the board’s continuing education on topics that impact public companies. Further, Diamondback’s code of business conduct and ethics expects all employees to safeguard the electronic communications systems and related technologies of Diamondback and its subsidiaries, including us, from theft, fraud, unauthorized access, alteration or other damage and requires them to report any cyberattacks or incidents, improper access or theft to Diamondback’s Chief Legal and Administrative Officer and Vice President and Chief Information Officer. Diamondback’s cybersecurity governance program also includes processes to assess cybersecurity risks related to third-party vendors and suppliers.
27


Risks from cybersecurity threats have not materially affected, and are not currently anticipated to materially affect, our Company, including our business strategy, results of operations or financial condition. See, however, Item 1A. Risk Factors of this report for additional information regarding cybersecurity risks we face and their potential impact on our business strategy, results of operations and financial condition.

ITEM 3. LEGAL PROCEEDINGS

Due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations. See Note 12—Commitments and Contingencies in Item 8. Financial Statements and Supplementary Data of this report.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

28

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Listing and Holders of Record

Our common shares are listed on the Nasdaq Global Select Market under the symbol “VNOM.” There were eight holders of record of our common stock on February 16, 2024.

Cash Dividend Policy

Our current dividend policy is consistent with the Partnership’s pre-Conversion distribution policy. That is, we intend to pay a base dividend, as well as a variable dividend that takes into account capital returned to stockholders via our stock repurchase program. We currently intend to pay quarterly variable dividends of at least 75% of our available cash less the base dividend declared and the amount paid in stock repurchases as part of our buyback program for the applicable quarter. Our board of directors also approved excluding the $28.7 million one-time share repurchase from GRP that occurred in November 2023 from the calculation of cash available for distribution for the fourth quarter of 2023.

Our available cash and the available cash of the Operating Company for each quarter is determined by our board of directors following the end of such quarter. We expect that our available cash will generally equal the Adjusted EBITDA (as defined below) attributable to us for the applicable quarter, less cash needed for income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that our board of directors deems necessary or appropriate, lease bonus income (net of applicable taxes), distribution equivalent rights payments and preferred distributions.

The percentage of cash available for distribution by the Operating Company to us pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen our balance sheet while also expanding the return of capital program through our stock repurchase program.

We are required to pay a quarterly preferred dividend in respect of our Class B Common Stock in the aggregate amount of $20,000 per quarter, which is consistent with the Partnership’s pre-Conversion preferred distribution requirement. Other than that preferred dividend requirement, we are not required to pay dividends to our stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of our board of directors.

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDA as net income (loss) attributable to us plus net income (loss) attributable to non-controlling interest (“net income (loss)”) before interest expense, net, non-cash share-based compensation expense, depletion, non-cash (gain) loss on derivative instruments, (gain) loss on extinguishment of debt, if any, other non-cash operating expenses, other non-recurring expenses and provision for (benefit from) income taxes.

29

Repurchases of Equity Securities

Our common share repurchase activity for the three months ended December 31, 2023 was as follows:
PeriodTotal Number of Shares Purchased
Average Price Paid Per Share(1)(3)
Total Number of Shares Purchased as Part of Publicly Announced Plan
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan(2)(3)
(In thousands, except share amounts)
October 1, 2023 - October 31, 2023$— $462,861 
November 1, 2023 - November 30, 20231,000,000$28.70 1,000,000$434,161 
December 1, 2023 - December 31, 2023$— $434,161 
Total1,000,000$28.70 1,000,000
(1)The average price paid per common share includes any commissions paid to repurchase a common share.
(2)On July 26, 2022, the board of directors increased the authorization under our then-in-effect repurchase program from $250.0 million to $750.0 million. This repurchase program remains subject to market conditions, applicable legal requirements, contractual obligations and other factors and may be suspended from time to time, modified, extended or discontinued by the board of directors at any time.
(3)The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. All dollar amounts presented exclude such excise tax, as applicable.

Stock Performance Graph

The following performance graph includes a comparison of our cumulative total stockholder return over a five-year period with the cumulative total returns of the Standard & Poor’s 500 Stock Index, or the S&P 500 Index, and the SPDR S&P Oil & Gas Exploration and Production ETF, or XOP Index. The graph assumes an investment of $100 on December 31, 2018, and that all dividends were reinvested.


1099511636637

30

As of December 31,
Calculated Values201820192020202120222023
Viper Energy, Inc.$100.00$100.64$49.59$96.25$155.73$163.16
S&P 500$100.00$131.47$155.65$200.29$163.98$207.04
XOP$100.00$90.56$57.67$96.18$139.78$144.74

Recent Sales of Unregistered Securities

None.

ITEM 6. [RESERVED]

31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto presented in Item 8. Financial Statements and Supplementary Data of this report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors discussed further in Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking Statements of this report.

Overview

We are a publicly traded Delaware corporation focused on owning and acquiring mineral and royalty interests in oil and natural gas properties primarily in the Permian Basin. We operate in one reportable segment.

The following discussion includes a comparison of our results of operations, including changes in our operating income, and liquidity and capital resources for fiscal year 2023 and fiscal year 2022. A discussion of changes in our results of operations from fiscal year 2022 compared to fiscal year 2021 has been omitted from this report, but may be found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 23, 2023, and is incorporated by reference in this report from such prior Annual Report on Form 10-K.

2023 Transactions and Recent Developments

Conversion into Corporation

On November 13, 2023, we converted from a Delaware limited partnership to a Delaware corporation. See Note 1—Organization and Basis of Presentation in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of the Conversion.

Issuance of 2031 Notes

On October 19, 2023, we issued $400.0 million in aggregate principal amount of our 7.375% Senior Notes maturing on November 1, 2031. We received net proceeds of approximately $394.0 million after deducting the initial purchasers’ discount and transaction costs from the 2031 Notes. See Note 6—Debt in Item 8. Financial Statements and Supplementary Data of this report for further detail.

Acquisitions Update

GRP Acquisition

On November 1, 2023, we acquired certain mineral and royalty interests in the GRP Acquisition for approximately 9.02 million common units and $759.6 million in cash, including transaction costs and subject to customary post-closing adjustments. The mineral and royalty interests acquired in the GRP Acquisition represent approximately 4,600 net royalty acres in the Permian Basin, plus approximately 2,700 additional net royalty acres in other major basins. The cash consideration for this transaction was funded through a combination of cash on hand and held in escrow, borrowings under the Operating Company’s revolving credit facility, the proceeds from the 2031 Notes and $200.0 million of proceeds from the issuance of common units to Diamondback under a common unit purchase agreement.

Drop Down Transaction

On March 8, 2023, we acquired certain mineral and royalty interests from subsidiaries of Diamondback for approximately $74.5 million in cash, including customary closing adjustments. We funded the Drop Down through a combination of cash on hand and borrowings under the Operating Company’s revolving credit facility. The Drop Down was accounted for as a transaction between entities under common control.

32

Other Acquisitions

During the year ended December 31, 2023, we acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 286 net royalty acres in the Permian Basin for an aggregate net purchase price of approximately $70.4 million, including customary closing adjustments. We funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.

At December 31, 2023, our footprint of mineral and royalty interests totaled approximately 34,217 net royalty acres, approximately 49% of which are operated by Diamondback.

See Note 4—Acquisitions and Divestitures in Item 8. Financial Statements and Supplementary Data of this report for further information.

Commodity Prices and Certain Other Market Considerations

Prices for oil, natural gas and natural gas liquids are determined primarily by prevailing market conditions. Regional and worldwide economic activity, including any economic downturn or recession that has occurred or may occur in the future, extreme weather conditions and other substantially variable factors influence market conditions for these products. These factors are beyond our control and are difficult to predict. During 2023, 2022 and 2021, NYMEX WTI prices averaged $77.60, $94.33 and $68.11 per Bbl, respectively, and NYMEX Henry Hub prices averaged $2.66, $6.54 and 3.71 per MMBtu, respectively. The war in Ukraine, the Israel-Hamas War, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession, measures to combat persistent inflation and instability in the financial sector have contributed to recent economic and pricing volatility and may continue to impact pricing throughout 2024. Additionally, OPEC and its non-OPEC allies, known collectively as OPEC+, continues to meet regularly to evaluate the state of global oil supply, demand and inventory levels.

Due to improved commodity prices and industry conditions and based on the results of the quarterly ceiling tests, we were not required to record an impairment on our proved oil and natural gas interests during the year ended December 31, 2023. If commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves and cash flows may be adversely impacted. Our business may also be adversely impacted by any pipeline capacity and storage constraints.

Cash Distribution Update

In July 2023, the board of directors approved an increase to our annual base distribution to $1.08 per common unit beginning with the distribution payable for the second quarter of 2023. Additionally, our board of directors has approved excluding the $28.7 million one-time share repurchase from GRP that occurred in November 2023 from the calculation of cash available for distribution for the fourth quarter of 2023.

33

2024 Guidance

The following table presents our current estimates of certain financial and operating results for the full year, as well as production and cash tax guidance for the first quarter of 2024:

2024 Guidance
Q1 2024 net production - MBo/d
25.00 - 25.50
Q1 2024 net production - MBoe/d
44.75 - 45.50
Full year 2024 net production - MBo/d
25.50 - 27.50
Full year 2024 net production - MBoe/d
45.50 - 49.00
Share costs ($/boe)
Depletion$11.00 - $11.50
Cash general and administrative expenses
$0.80 - $1.00
Non-cash share-based compensation
$0.10 - $0.15
Interest expense
$4.00 - $4.50
Production and ad valorem taxes (% of revenue)
~7%
Cash tax rate (% of pre-tax income attributable to Viper Energy, Inc.
20% - 22%
Q1 2024 cash taxes ($ - million)(1)
$10.0 - $15.0
(1)Attributable to Viper Energy, Inc.

34

Production and Operational Update

As of December 31, 2023, there were 75 rigs operating on our mineral and royalty acreage, 12 of which are operated by Diamondback. For the year ended December 31, 2023, average oil production increased 13% compared to the previous year. While the first quarter of 2024 is expected to be the weakest of the year due primarily to the timing of large pads, we continue to see strong activity levels across our acreage position and expect significant growth to occur throughout 2024. This continued production growth, along with what we believe is a best-in-class cost structure, should enable us to continue to return a substantial amount of capital to our stockholders, primarily through our base-plus-variable dividend.

The following table summarizes our gross well information as of December 31, 2023 unless otherwise specified:

Diamondback OperatedThird Party OperatedTotal
Horizontal wells turned to production (fourth quarter 2023)(1):
Gross wells48198246
Net 100% royalty interest wells2.10.93.0
Average percent net royalty interest4.4 %0.5 %1.2 %
Horizontal wells turned to production (year ended December 31, 2023)(2):
Gross wells232750982
Net 100% royalty interest wells13.67.320.9
Average percent net royalty interest5.9 %1.0 %2.1 %
Horizontal producing well count:
Gross wells1,8449,43311,277
Net 100% royalty interest wells127.7107.5235.2
Average percent net royalty interest6.9 %1.1 %2.1 %
Horizontal active development well count(3):
Gross wells114673787
Net 100% royalty interest wells5.28.213.4
Average percent net royalty interest4.6 %1.2 %1.7 %
Line of sight wells(4):
Gross wells171591762
Net 100% royalty interest wells10.89.220.0
Average percent net royalty interest6.3 %1.6 %2.6 %
(1) Average lateral length of 10,688 feet.
(2) Average lateral length of 10,869 feet.
(3) The total 787 gross wells currently in the process of active development are those wells that have been spud and are expected to be turned to production within approximately the next six to eight months.
(4) The total 762 line-of-sight wells are those that are not currently in the process of active development, but for which Viper has reason to believe that they will be turned to production within approximately the next 15 to 18 months. The expected timing of these line-of-sight wells is based primarily on permitting by third party operators or Diamondback’s current expected completion schedule. Existing permits or active development of our net royalty acreage does not ensure that those wells will be turned to production given the volatility in oil prices.

35

Results of Operations

The following table summarizes our income and expenses for the periods indicated:
Year Ended December 31,
20232022
 (In thousands)
Operating income:
Oil income$619,181 $667,281 
Natural gas income30,953 83,149 
Natural gas liquids income66,976 87,546 
Royalty income717,110 837,976 
Lease bonus income—related party107,823 23,367 
Lease bonus income1,855 4,424 
Other operating income909 700 
Total operating income827,697 866,467 
Costs and expenses:
Production and ad valorem taxes50,401 56,372 
Depletion146,118 121,071 
General and administrative expenses10,603 8,542 
Other operating expense356 — 
Total costs and expenses207,478 185,985 
Income (loss) from operations620,219 680,482 
Other income (expense):
Interest expense, net(48,907)(40,409)
Gain (loss) on derivative instruments, net(25,793)(18,138)
Other income, net1,774 416 
Total other expense, net(72,926)(58,131)
Income (loss) before income taxes547,293 622,351 
Provision for (benefit from) income taxes45,952 (32,653)
Net income (loss)501,341 655,004 
Net income (loss) attributable to non-controlling interest301,253 503,331 
Net income (loss) attributable to Viper Energy, Inc.$200,088 $151,673 

36

The following table summarizes our production data, average sales prices and average costs for the periods indicated:

Year Ended December 31,
20232022
Production data:
Oil (MBbls)8,028 7,097 
Natural gas (MMcf)19,130 15,868 
Natural gas liquids (MBbls)3,108 2,540 
Combined volumes (MBOE)(1)
14,324 12,282 
Average daily oil volumes (BO/d)21,995 19,444 
Average daily combined volumes (BOE/d)39,244 33,649 
Average sales prices:
Oil ($/Bbl)$77.13 $94.02 
Natural gas ($/Mcf)$1.62 $5.24 
Natural gas liquids ($/Bbl)$21.55 $34.47 
Combined ($/BOE)(2)
$50.06 $68.23 
Oil, hedged ($/Bbl)(3)
$76.05 $92.85 
Natural gas, hedged ($/Mcf)(3)
$1.37 $4.20 
Natural gas liquids ($/Bbl)(3)
$21.55 $34.47 
Combined price, hedged ($/BOE)(3)
$49.13 $66.21 
Average costs ($/BOE):
Production and ad valorem taxes$3.52 $4.59 
General and administrative - cash component(4)
0.65 0.59 
Total operating expense - cash$4.17 $5.18 
General and administrative - non-cash stock compensation expense$0.09 $0.11 
Interest expense, net$3.41 $3.29 
Depletion$10.20 $9.86 
(1)Bbl equivalents are calculated using a conversion rate of six Mcf per one Bbl.
(2)Realized price net of all deducts for gathering, transportation and processing.
(3)Hedged prices reflect the impact of cash settlements on our matured commodity derivative transactions on our average sales prices.
(4)Excludes non-cash stock compensation for the respective periods presented.

Comparison of the Years Ended December 31, 2023 and 2022

Royalty Income. Our royalty income is a function of oil, natural gas and natural gas liquids production volumes sold and average prices received for those volumes.

Royalty income decreased $120.9 million during the year ended December 31, 2023 compared to 2022. Changes in average pricing during 2023 contributed to approximately $245.1 million of the total decrease due primarily to lower average oil, natural gas and natural gas liquids prices received for our production in 2023. The decrease attributable to lower pricing was partially offset by $124.2 million in additional royalty income due to a 17% increase in production volumes during the year ended December 31, 2023 compared to the same period in 2022. Of this production growth, 4.1% is related to the GRP Acquisition with the remainder coming from new well development in areas where Viper has a higher royalty interest between periods.

37

Lease Bonus IncomeRelated Party. Lease bonus income from Diamondback increased $84.5 million during the year ended December 31, 2023 due primarily to one lease of $95.8 million in our Spanish Trail prospect in Midland County, Texas, nine other new leases in Martin, Midland, Pecos and Wheeler Counties; Texas, and two lease extensions in Martin County, Texas, compared to seven new leases in Martin and Midland Counties, Texas, in the same period in 2022.

Production and Ad Valorem Taxes. The following table presents production and ad valorem taxes for the years ended December 31, 2023 and 2022:

Three Months Ended December 31,
20232022
Amount
(In thousands)
Per BOEPercentage of Royalty IncomeAmount
(In thousands)
Per BOEPercentage of Royalty Income
Production taxes$35,976 $2.51 5.0 %$42,857 $3.49 5.1 %
Ad valorem taxes14,425 1.01 2.0 13,515 1.10 1.6 
Total production and ad valorem taxes$50,401 $3.52 7.0 %$56,372 $4.59 6.7 %

In general, production taxes are directly related to production revenues and are based upon current year commodity prices. Production taxes as a percentage of royalty income for the year ended December 31, 2023 remained consistent with 2022. Ad valorem taxes are based, among other factors, on property values driven by prior year commodity prices. The slight increase in ad valorem taxes as a percentage of royalty income is primarily due to higher valuations assigned to our oil and natural gas interests period over period driven by higher average commodity prices in 2022.

Depletion. The $25.0 million increase in depletion expense for the year ended December 31, 2023, compared to the same period in 2022, consisted of (i) a $20.1 million increase from the 17% growth in production volumes, and (ii) a higher depletion rate of $10.20 per BOE for the year ended December 31, 2023 compared to $9.86 per BOE for the year ended December 31, 2022, due primarily to higher-cost leasehold being developed and moved into the depletable base.

Net Interest Expense. The $8.5 million increase in interest expense for the year ended December 31, 2023, compared to the same period in 2022 consisted primarily of (i) $5.1 million in additional expense on the Operating Company’s revolving credit facility due to an increase in the weighted average interest rate and higher average borrowings outstanding during 2023 compared to 2022, (ii) $4.8 million in additional expense incurred for our 2031 Notes which were issued in October 2023, and (iii) a partial offset of $1.3 million due to a decrease in amortization of debt issuance costs as a result of extending the Operating Company’s revolving credit facility maturity date in both 2022 and 2023 and increasing the timeframe over which the costs are being amortized.

Derivative Instruments. The following table shows the net gain (loss) on derivative instruments and the net cash receipts (payments) on derivatives for the periods presented:
Year Ended December 31,
20232022
(In thousands)
Gain (loss) on derivative instruments$(25,793)$(18,138)
Net cash receipts (payments) on derivatives(1)
$(13,319)$(31,319)
(1)The year ended December 31, 2022, includes cash paid on commodity contracts terminated prior to their contractual maturity of $6.6 million.

We recorded losses on our derivative instruments for the years ended December 31, 2023 and 2022 primarily due to market prices being higher than the strike prices on our derivative contracts. See Note 10—Derivatives in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our open contracts at December 31, 2023.

38

Provision for (Benefit from) Income Taxes. We recorded income tax expense of $46.0 million and benefit of $32.7 million for the years ended December 31, 2023 and 2022, respectively. The change in our income tax provision was primarily due to the impact of reductions to the valuation allowance on our deferred tax assets during the fourth quarter of 2023 and the third quarter of 2022. The total income tax provision for the year ended December 31, 2023 differed from amounts computed by applying the federal statutory tax rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and the impact of maintaining a partial valuation allowance on our deferred tax assets. See Note 9—Income Taxes in Item 8. Financial Statements and Supplementary Data of this report for further details.

Net Income (Loss) Attributable to Non-controlling Interest. The $202.1 million decrease in net income attributable to non-controlling interest for the year ended December 31, 2023 compared to the same period in 2022 is primarily due to the expiration of the special income allocation at December 31, 2022.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

As we pursue our business and financial strategy, we regularly consider which capital resources, including cash flow and equity and debt financings, are available to meet our future financial obligations and liquidity requirements. Our future ability to grow proved reserves will be highly dependent on the capital resources available to us. Our primary sources of liquidity have been cash flows from operations, proceeds from sales of non-core assets, equity and debt offerings and borrowings under the Operating Company’s revolving credit facility. Our primary uses of cash have been dividends to our stockholders, repayments of debt, capital expenditures for the acquisition of our mineral interests and royalty interests in oil and natural gas properties and repurchases of our common shares. At December 31, 2023, we had approximately $612.9 million of liquidity consisting of $25.9 million in cash and cash equivalents and $587.0 million available under the Operating Company’s revolving credit facility. See further discussion of changes in our sources of cash in “Capital Resources” below.

Our working capital requirements are supported by our cash and cash equivalents and the Operating Company’s revolving credit facility. We may draw on the Operating Company’s revolving credit facility to meet short-term cash requirements, or issue debt or equity securities as part of our longer-term liquidity and capital management program. Because of the alternatives available to us as discussed above, we believe that our short-term and long-term liquidity are adequate to fund not only our current operations, but also our near-term and long-term funding requirements including our acquisitions of mineral and royalty interests, dividends, debt service obligations and repayment of debt maturities, common share and senior note repurchases and any amounts that may ultimately be paid in connection with contingencies.

In order to mitigate volatility in oil and natural gas prices, we have entered into commodity derivative contracts as discussed further in Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk of this report.

Continued prolonged volatility in the capital, financial and/or credit markets due to the war in Ukraine, the Israel-Hamas War, depressed commodity markets and/or adverse macroeconomic conditions, including persistent inflation, rising interest rates, global supply chain disruptions and increasing concerns over a potential economic downturn or recession, may limit our access to, or increase our cost of, capital or make capital unavailable on terms acceptable to us or at all. Although we expect that our sources of funding will be adequate to fund our short-term and long-term liquidity requirements, we cannot assure you that the needed capital will be available on acceptable terms or at all.

Cash Flows

The following table presents our cash flows for the period indicated:
Year Ended December 31,
20232022
(In thousands)
Cash flow data:
Net cash provided by (used in) operating activities$638,192 $699,796 
Net cash provided by (used in) investing activities(908,365)47,571 
Net cash provided by (used in) financing activities277,863 (768,636)
Net increase (decrease) in cash and cash equivalents$7,690 $(21,269)
39


Operating Activities

Our operating cash flow is sensitive to many variables, the most significant of which are the volatility of prices for oil and natural gas and the volume of oil and natural gas sold by our producers. The decrease in net cash provided by operating activities during the year ended December 31, 2023 compared to the same period in 2022 was primarily driven by lower royalty income in 2023, an increase in cash paid for income taxes and an increase in cash paid for interest expense. These reductions in cash flow were partially offset by an increase in lease bonus income from related parties and a decrease in cash paid for derivative settlements. See “Results of Operations” above for further discussion of significant changes in our income and expenses.

Investing Activities

Net cash used in investing activities during the year ended December 31, 2023 primarily related to acquisitions of oil and natural gas interests from third parties, which includes $759.6 million in cash paid for the GRP Acquisition, and $74.5 million in cash paid for the acquisition of other oil and natural gas interests in the Drop Down.

Net cash provided by investing activities during the year ended December 31, 2022 was primarily related to proceeds from divestitures of oil and natural gas interests including our Eagle Ford properties, partially offset by expenditures for acquisitions of oil and natural gas interests.

Financing Activities

Net cash provided by financing activities during the year ended December 31, 2023 primarily resulted from (i) net proceeds from the 2031 Notes of $394.0 million, (ii) proceeds from the equity offering to Diamondback of $200.0 million, and (iii) net borrowings of $111.0 million under the Operating Company’s revolving credit facility. These cash inflows were partially offset by dividends paid to stockholders of $324.8 million and $95.2 million of common share repurchases as we continue to return capital to our stockholders.

Net cash used in financing activities during the year ended December 31, 2022, was primarily related to dividends of $416.9 million to our stockholders and $150.6 million of repurchases of our common shares. Additionally, we reduced our debt profile by repaying a net $152.0 million of outstanding borrowings under the Operating Company’s revolving credit facility, and repurchasing $49.0 million of our Notes.

Capital Resources

The Operating Company’s Revolving Credit Facility

On September 22, 2023, the Operating Company entered into an eleventh and separately a twelfth amendment to the existing credit facility, which among other things, (i) extended the maturity date from June 2, 2025, to September 22, 2028, (ii) maintained the maximum credit amount of $2.0 billion, (iii) increased the borrowing base from $1.0 billion to $1.3 billion upon consummation of the GRP Acquisition, (iv) increased the aggregate elected commitment amount from $750.0 million to $850.0 million, and (v) waived the automatic reduction of the borrowing base that would otherwise occur upon the consummation of the 2031 Notes.

The Operating Company had $263.0 million in outstanding borrowings and $587.0 million of availability on its revolving credit facility at December 31, 2023.

Issuance of 2031 Notes

On October 19, 2023, we issued $400.0 million in aggregate principal amount of our 7.375% Senior Notes maturing on November 1, 2031.

As of December 31, 2023, the Operating Company was in compliance, and expects to be in compliance, with all financial maintenance covenants under its credit facility. See Note 6—Debt in Item 8. Financial Statements and Supplementary Data of this report for additional discussion of our outstanding debt at December 31, 2023.

40

Capital Requirements

Senior Notes

At December 31, 2023, we have total principal payments due on our outstanding Notes of $430.4 million in 2027 and $400.0 million thereafter. Additionally, we have a remaining aggregate interest expense obligation of $328.5 million on the Notes with $52.6 million due in 2024, an aggregate of $105.3 million due for years 2025 to 2026, an aggregate of $82.1 million due for years 2027 to 2028, and $88.5 million due thereafter. The Notes are not subject to any mandatory redemption or sinking fund requirements. See Note 6—Debt in Item 8. Financial Statements and Supplementary Data of this report for further information on the Notes.

Repurchases of Securities

Under our current common stock repurchase program, the board of directors has authorized us to acquire up to $750.0 million of our common stock, excluding excise tax. As of December 31, 2023, $434.2 million remains available for use to repurchase shares under this repurchase program, excluding excise tax. See Note 7—Stockholders' Equity in Item 8. Financial Statements and Supplementary Data of this report for further discussion of the stock repurchase program.

We may also from time to time opportunistically repurchase some of the outstanding Notes in open market purchases or in privately negotiated transactions.

Cash Dividends

We paid a total of $324.8 million and $416.9 million in distributions or dividends, as applicable, on our common shares and participating securities under the LTIP, and with respect to the Operating Company’s units during 2023 and 2022, respectively.

The dividend for the fourth quarter of 2023 is $0.56 per share of Class A Common Stock and $0.69 per Operating Company unit, and in each case is payable on March 12, 2024 to eligible holders of record at the close of business on March 5, 2024. The dividend on our Class A Common Stock consists of a base quarterly dividend of $0.27 per share and a variable quarterly dividend of $0.29 per share. See Note 7—Stockholders' Equity in Item 8. Financial Statements and Supplementary Data of this report for further discussion of our dividends. We expect to continue paying quarterly cash dividends in respect of our common shares. Future base and variable dividends are not required and are at the discretion of the board of directors, who may change the dividend policies at any time.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP.

Certain amounts included in or affecting our consolidated financial statements and related disclosures must be estimated by our management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the consolidated financial statements are prepared. These estimates and assumptions affect the amounts we report for assets and liabilities and our disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Accounting estimates are considered to be critical if (i) the nature of the estimates and assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and (ii) the impact of the estimates and assumptions on financial condition or operating performance is material. We evaluate these estimates on an ongoing basis, using historical experience, consultation with experts and other methods we consider reasonable in the particular circumstances. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known.

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

41

Royalty Income and Revenue Recognition

We record revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales from third party operators other than Diamondback may not be received for 30 to 90 days after the date production is delivered. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded based upon the Company’s interest. Where available, historical actual data is used to calculate volume estimates for wells operated by third parties. If historical actual data is not available for these wells, engineering estimates are used to calculate expected volumes. As such, estimated volumes utilized in period end royalty income accruals are subject to revision as additional actual data becomes available and such revisions may have a material impact on our results of operations and our royalty income receivables. Pricing estimates are based upon actual prices realized in an area by adjusting the market price for the average basis differential from market on a basin-by-basin basis. We record the differences between our estimates and the actual amounts received for royalties from third parties in the month that payment is received from the producer. We have existing internal controls for our royalty income estimation process and related accruals, but actual third party royalty income in future periods could differ materially from estimated amounts. At December 31, 2023, our accrual for third party royalty income was approximately $85.6 million. Actual revenues received during 2023 for prior years’ production from third parties were approximately $11.9 million, or 18%, higher than the amount accrued at December 31, 2022.

Oil and Natural Gas Accounting and Reserves

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

Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by our internal reservoir engineers and audited by Ryder Scott, independent petroleum engineers, as of December 31, 2023 and 2022 and prepared by Ryder Scott as of December 31, 2021. The process of estimating oil and natural gas reserves is complex, requiring significant decisions in the evaluation of available geological, geophysical, engineering and economic data. Significant inputs included in the calculation of future net cash flows include anticipated production of proved reserves and other relevant data. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time to time, and reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various properties increase the likelihood of significant changes in these estimates. If such changes are material, they could significantly affect future depletion of capitalized costs and result in impairment of assets that may be material. Revisions of previous quantity estimates accounted for approximately 1% of the change in the total standardized measure of our reserves from December 31, 2022 to December 31, 2023, and were primarily related to positive performance revisions. No impairments were recorded on our proved oil and natural gas properties during the years ended December 31, 2023, 2022 and 2021. Based on the historical 12-month average trailing SEC prices for oil and natural gas throughout 2023 and into 2024, we are not currently projecting a full cost ceiling impairment in the first quarter of 2024. Any future impairment could be material to our consolidated financial statements.

Additionally, costs associated with unevaluated properties are excluded from the full cost pool until we have made a determination as to the existence of proved reserves. We assess all items classified as unevaluated property (on an individual basis or as a group if properties are individually insignificant) at least annually for possible impairment. This assessment is subjective and includes consideration of the following factors, among others: (i) monitoring information available from third party operators of our acreage for future drilling plans, (ii) the success of operators drilling on our acreage, (iii) the assignment of proved reserves, and (iv) current market prices for mineral acreage within our primary basins. At December 31, 2023, our unevaluated properties totaled $1.8 billion. We did not record any impairment on our unevaluated properties during the year ended December 31, 2023, but any such future impairment could be material to our consolidated financial statements.

42

Acquisitions of Mineral and Royalty Interests

Acquisitions of mineral royalty interests are accounted for as asset acquisitions, whereby the purchase price and associated transaction costs are capitalized and allocated to the acquired mineral and royalty interests. The allocation is determined based on whether the interests acquired relate to proved or unproved oil and natural gas properties, utilizing the estimated fair value of proved reserves as of the date of acquisition. The valuation of proved reserves is based on a projection of future cash flows using objective future pricing assumptions and a discount rate consistent with our estimated cost of capital at the time of the acquisition. The remaining capitalized acquisition costs are allocated to the unproved properties acquired.

Derivative Instruments

In order to reduce uncertainty around commodity prices received for our oil and natural gas operators’ production, we enter into commodity price derivative contracts from time to time. We exercise significant judgment in determining the types of instruments to be used, the level of production volumes to include in our commodity derivative contracts, the prices at which we enter into commodity derivative contracts and the counterparties’ creditworthiness.

We have not designated our derivative instruments as hedges for accounting purposes and, as a result, mark our derivative instruments to fair value and recognize the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations. We are also required to recognize our derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation and is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. Changes in the fair values of our commodity derivative instruments have a significant impact on our net income because we follow mark-to-market accounting and recognize all gains and losses on such instruments in earnings in the period in which they occur.

See Item 7A. Quantitative and Qualitative Disclosures About Market Risk—Commodity Price Risk of this report for additional sensitivity analysis of our open derivative positions at December 31, 2023.

Income Taxes

The amount of income taxes we record requires interpretations of complex rules and regulations of federal, state, and provincial tax jurisdictions. We use the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized after considering all positive and negative evidence available concerning the realizability of our deferred tax assets. Positive evidence may include forecasts of future taxable income, assessment of future business assumptions and any applicable tax planning strategies available to the Company. Negative evidence may include losses in recent years, if any, or the projection of losses in future periods. Estimating future taxable income requires numerous judgments and assumptions, including projections of future operating conditions which may be impacted by volatile future prices for our oil, natural gas and natural gas production, the expected timing and quantity of future production volumes, and the impact of our commodity derivative instruments on our income. These assumptions are discussed further in the critical accounting estimates titled “— Royalty Income and Revenue Recognition” and “— Oil and Natural Gas Accounting and Reserves.” Due to the impact these various assumptions and estimates can have on our estimates of taxable income, an estimate of the sensitivity to changes is not practicable.

In 2023, management’s assessment of all available evidence, both positive and negative, supporting realizability of the Company’s deferred tax assets as required by applicable accounting standards, resulted in recognition of a deferred income tax benefit of $7.0 million for an increase in the portion of the Company’s deferred tax assets considered more likely than not to be realized. The positive evidence assessed included recent cumulative income due in part to higher commodity prices and an expectation of future taxable income based upon recent actual and forecasted production volumes and prices. The Company retained a partial valuation allowance on its deferred tax assets due primarily to potential future volatility in commodity prices and an inherent lack of visibility to certain underlying operator activity for more than relatively short periods of time, which
43

could impact the likelihood of future realizability. As of December 31, 2023, the Company had a deferred tax asset of $170.2 million offset by an allowance of $113.5 million.

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

Recent Accounting Pronouncements

See Note 2—Summary of Significant Accounting Policies in Item 8. Financial Statements and Supplementary Data of this report for discussion of recent accounting pronouncements and a full listing of our significant accounting policies.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk, including the effects of adverse changes in commodity prices and interest rates as described below. The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses.

Commodity Price Risk

Our major market risk exposure is in the pricing applicable to the oil and natural gas production of our operators. Realized prices are driven primarily by the prevailing worldwide price for crude oil and prices for natural gas in the United States. Both crude oil and natural gas realized prices are also impacted by the quality of the product, supply and demand balances in local physical markets and the availability of transportation to demand centers. Pricing for oil and natural gas production has been historically volatile and unpredictable and the prices that our operators receive for production depend on many factors outside of our or their control, such as the war in Ukraine, the Israel-Hamas War, rising interest rates, global supply chain disruptions, a potential economic downturn or recession and actions taken by OPEC members and other exporting nations. We cannot predict events that may lead to future price volatility and the near term energy outlook remains subject to heightened levels of uncertainty.

We historically have used fixed price swap contracts, fixed price basis swap contracts and costless collars with corresponding put and call options to reduce price volatility associated with certain of our royalty income as discussed in Note 10—Derivatives in Item 8. Financial Statements and Supplementary Data of this report.

At December 31, 2023, we had a net liability derivative position related to our commodity price derivative contracts of $2.7 million. Utilizing actual derivative contractual volumes under our contracts as of December 31, 2023, a 10% increase in forward curves associated with the underlying commodity would have decreased the net liability position by $0.9 million to $1.8 million, while a 10% decrease in forward curves associated with the underlying commodity would have increased the net liability derivative position by $0.9 million to $3.6 million. However, any cash derivative gain or loss would be substantially offset by a decrease or increase, respectively, in the actual sales value of production covered by the derivative instrument.

Credit Risk

We are subject to risk resulting from the concentration of royalty income in producing oil and natural gas properties and receivables with a limited number of several significant purchasers. For the year ended December 31, 2023, two purchasers accounted for more than 10% of our income. For the years ended December 31, 2022 and 2021, two and three purchasers each accounted for more than 10% of our income, respectively. See Note 2—Summary of Significant Accounting Policies in Item 8. Financial Statements and Supplementary Data of this report for further details. We do not require collateral and the failure or inability of our significant purchasers to meet their obligations to us due to their liquidity issues, bankruptcy, insolvency or liquidation may adversely affect our financial results. Volatility in the commodity pricing environment and macroeconomic conditions may enhance our purchaser credit risk.

44

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates on our indebtedness under the Operating Company’s revolving credit facility. The terms of the credit facility currently provide for interest on borrowings at a floating rate equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”), or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.00%), in each case plus the applicable margin. The applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternative base rate and from 2.00% to 3.00% per annum in the case of Adjusted Term SOFR, in each case depending on the amount of the loans outstanding in relation to the commitment, which is calculated using the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. We are obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment. As of December 31, 2023, we had $263.0 million in outstanding borrowings. During the year ended December 31, 2023, the weighted average interest rate was 7.41%.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a)Documents included in this report:
1. Financial Statements
2. Financial Statement Schedules
Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s consolidated financial statements and related notes.

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Viper Energy, Inc.

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Viper Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 22, 2024 expressed an unqualified opinion.

Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimation of proved reserves as it relates to the calculation and recognition of depletion expense and the valuation of acquired reserves in connection with the acquisition of GRP’s mineral and royalty interests

As described further in Note 2 to the financial statements, the Company accounts for its oil and gas properties using the full cost method of accounting, which requires management to make estimates of proved reserve volumes and future revenues to record depletion expense. Additionally, as described in Note 4 to the financial statements, the Company acquired significant mineral and royalty interests during the year through the GRP Acquisition. To estimate the volume of proved reserves and future revenues, management makes significant estimates and assumptions, including forecasting the timing and volumetric amounts of production and corresponding decline rate of producing properties associated with the operator’s development plan. We identified the estimation of proved reserves of oil and natural gas interests, including acquired proved reserves in the GRP acquisition, due to its impact on depletion expense and acquisition accounting, as a critical audit matter.

The principal considerations for our determination that the estimation of proved reserves is a critical audit matter are that changes in certain inputs and assumptions, which require a high degree of subjectivity, necessary to estimate the volume and future revenues of the Company’s proved reserves could have a significant impact on the measurement of depletion expense and the fair value of proved oil and natural gas interests. In turn, auditing those inputs and assumptions required subjective and complex auditor judgment.
46

Our audit procedures related to the estimation of proved reserves included the following, among others.

We tested the design and operating effectiveness of key controls relating to management’s estimation of proved reserves for the purpose of estimating depletion expense and management’s estimation of the fair value of the acquired oil and natural gas interests in the GRP Acquisition.

We evaluated the level of knowledge, skill, and ability of the Company’s reservoir engineering specialists and independent petroleum engineering specialists, made inquiries of those reservoir engineers regarding the process followed and judgments made to estimate the Company’s proved reserve volumes, and read the year-end report audited by the independent petroleum engineering specialists.

Identified inputs and assumptions that were significant to the period end determination of proved reserve volumes and tested management’s process of determining the significant inputs and assumptions, as follows:

Compared the estimated pricing and pricing differentials used in the reserve report to actual realized prices related to revenue transactions recorded in the current year;

Vouched, on a sample basis, the net revenue interests used in the reserve report to underlying land and division order records;

Assessed forecasted production estimates by (i) comparing prior year forecasted production amounts to current year actual results and (ii) comparing forecasted production amounts in the current year reserve report to the actual historical production amounts in the current year, in total and for a sample of individual wells;

Obtained evidence supporting the development of proved undeveloped properties reflected in the reserve report and compared future development plans to historical conversion rates to evaluate the likelihood of development related to the proved undeveloped properties; and

Applied analytical procedures on inputs to the reserve report by comparing to historical actual results and to the prior year reserve report

Identified inputs and assumptions that were significant to the estimated fair value of the acquired oil and natural gas interests in the GRP Acquisition and tested management’s process of determining the significant inputs and assumptions, as follows:

Evaluated the appropriateness of fair value pricing, including pricing differentials, used in the fair value reserve report of proved reserves by comparing the pricing forecast to published product pricing as of the acquisition closing date and pricing differentials to actual historical realized pricing;

Evaluated the appropriateness of the discount rate used in the fair value reserve report of proved reserves by comparing to an independent expectation;

Compared, on a sample basis, the net revenue interests used in the fair value reserve report of proved reserves to the purchase and sale agreement;

Tested the accuracy of forecasted production estimates in the fair value reserve report by comparing forecasted production amounts to the actual historical production amounts for a sample of individual wells;

Applied analytical procedures on the fair value reserve report’s forecasted production by comparing to the year-end reserve report’s forecasted production of the acquired proved properties; and

47

Compared the unproved acreage value allocated, on a per acre basis, to other recent acquisitions in the same or similar locations.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2013.

Oklahoma City, Oklahoma
February 22, 2024
48

Viper Energy, Inc.
Consolidated Balance Sheets


December 31,
20232022
(In thousands, except share amounts)
Assets
Current assets:
Cash and cash equivalents$25,869 $18,179 
Royalty income receivable (net of allowance for credit losses)108,681 81,657 
Royalty income receivable—related party3,329 6,260 
Income tax receivable813 728 
Derivative instruments358 9,328 
Prepaid expenses and other current assets4,467 2,468 
Total current assets143,517 118,620 
Property:
Oil and natural gas interests, full cost method of accounting ($1,769,341 and $1,297,221 excluded from depletion at December 31, 2023 and December 31, 2022, respectively)
4,628,983 3,464,819 
Land5,688 5,688 
Accumulated depletion and impairment(866,352)(720,234)
Property, net3,768,319 2,750,273 
Derivative instruments92 442 
Deferred income taxes (net of allowances)56,656 49,656 
Other assets5,509 1,382 
Total assets$3,974,093 $2,920,373 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$19 $1,129 
Accounts payable—related party1,330 306 
Accrued liabilities27,021 19,600 
Derivative instruments2,961  
Income taxes payable1,925 911 
Total current liabilities33,256 21,946 
Long-term debt, net1,083,082 576,895 
Derivative instruments201 7 
Total liabilities1,116,539 598,848 
Commitments and contingencies (Note 12)
Stockholders’ equity:
General Partner 649 
Common units (73,229,645 units issued and outstanding as of December 31, 2022)
 689,178 
Class B units (90,709,946 units issued and outstanding as of December 31, 2022)
 832 
Class A Common Stock, 0.000001 par value: 1,000,000,000 shares authorized; 86,144,273 shares issued and outstanding as of December 31, 2023
  
Class B Common Stock, 0.000001 par value: 1,000,000,000 shares authorized; 90,709,946 shares issued and outstanding as of December 31, 2023
  
Additional paid-in capital1,031,078  
Retained earnings (accumulated deficit)(16,786) 
Total Viper Energy, Inc. stockholders’ equity1,014,292 690,659 
Non-controlling interest1,843,262 1,630,866 
Total equity2,857,554 2,321,525 
Total liabilities and stockholders’ equity$3,974,093 $2,920,373 

See accompanying notes to consolidated financial statements.
49

Viper Energy, Inc.
Consolidated Statements of Operations

Year Ended December 31,
202320222021
(In thousands, except per share amounts)
Operating income:
Royalty income$717,110 $837,976 $501,534 
Lease bonus income—related party107,823 23,367 2,763 
Lease bonus income1,855 4,424  
Other operating income909 700 620 
Total operating income827,697 866,467 504,917 
Costs and expenses:
Production and ad valorem taxes50,401 56,372 32,558 
Depletion146,118 121,071 102,987 
General and administrative expenses10,603 8,542 7,800 
Other operating expense356   
Total costs and expenses207,478 185,985 143,345 
Income (loss) from operations620,219 680,482 361,572 
Other income (expense):
Interest expense, net(48,907)(40,409)(34,044)
Gain (loss) on derivative instruments, net(25,793)(18,138)(69,409)
Other income, net1,774 416 79 
Total other expense, net(72,926)(58,131)(103,374)
Income (loss) before income taxes547,293 622,351 258,198 
Provision for (benefit from) income taxes45,952 (32,653)1,521 
Net income (loss)501,341 655,004 256,677 
Net income (loss) attributable to non-controlling interest301,253 503,331 198,738 
Net income (loss) attributable to Viper Energy, Inc.$200,088 $151,673 $57,939 
Net income (loss) attributable to common shares:
Basic$2.69 $2.00 $0.85 
Diluted$2.69 $2.00 $0.85 
Weighted average number of common shares outstanding:
Basic74,176 75,612 68,319 
Diluted74,17675,67968,391
















See accompanying notes to consolidated financial statements.
50

Viper Energy, Inc.
Consolidated Statement of Stockholders’ Equity
Limited PartnersGeneral PartnerNon-Controlling Interest
CommonClass B AmountAmount
Units
Amount
Units
AmountTotal
(In thousands)
Balance at December 31, 202065,817 $633,415 90,710 $1,031 $809 $1,225,578 $1,860,833 
Unit-based compensation— 1,172 — — — — 1,172 
Common units issued for acquisition15,250 336,872 — — — — 336,872 
Vesting of restricted stock units92— — — — — — 
Distribution equivalent rights payments— (193)— — — — (193)
Distributions to public— (75,749)— — — — (75,749)
Distributions to Diamondback— (803)— (100)— (99,782)(100,685)
Distributions to General Partner— — — — (80)— (80)
Change in ownership of consolidated subsidiaries, net— (93,473)— — — 93,473  
Cash paid for tax withholding on vested common units— (20)— — — — (20)
Repurchased units as part of unit buyback(2,613)(45,999)— — — — (45,999)
Net income (loss)— 57,939 — — — 198,738 256,677 
Balance at December 31, 202178,546 813,161 90,710 931 729 1,418,007 2,232,828 
Unit-based compensation— 1,304 — — — — 1,304 
Vesting of restricted stock units79 — — — — — — 
Distribution equivalent rights payments— (365)— — — — (365)
Distributions to public— (182,470)— — — — (182,470)
Distributions to Diamondback— (1,785)— (99)— (232,219)(234,103)
Distributions to General Partner— — — — (80)— (80)
Change in ownership of consolidated subsidiaries, net— 58,253 — — — (58,253) 
Repurchased units as part of unit buyback(5,395)(150,593)— — — — (150,593)
Net income (loss)— 151,673 — — — 503,331 655,004 
Balance at December 31, 202273,230 $689,178 90,710 $832 $649 $1,630,866 $2,321,525 




















See accompanying notes to consolidated financial statements.
51

Viper Energy Partners LP
Consolidated Statement of Stockholders’ Equity - (Continued)


GeneralAdditional Paid-in CapitalRetained Earnings (Accumulated Deficit)Non-Controlling Interest
Limited Partners
Partner
Common Stock(1)
Common
Units
AmountClass B
Units
AmountAmountClass A
Shares
Class B
Shares
Total
(In thousands)
Balance at December 31, 202273,230 $689,178 90,710 $832 $649   $ $ $1,630,866 $2,321,525 
Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares(78,126)(937,468)(90,710)(757)— 78,126 90,710 938,225 — —  
Liquidation of General Partner— — — — (559)— — (591)— — (1,150)
Common shares/units issued for acquisition— — — — — 9,018 — 254,600 — — 254,600 
Common shares/units issued to related party7,215 200,000 — — — — — — — — 200,000 
Equity-based compensation— 1,098 — — — — — 204 — — 1,302 
Vesting of restricted stock shares/units73 — — — — — — — — — — 
Distribution equivalent rights payments— (163)— — — — — — (48)— (211)
Dividends/distributions to shareholders— (84,018)— — — — — — (44,548)— (128,566)
Dividends/distributions to Diamondback— (862)— (75)— — — (20)(4,530)(190,489)(195,976)
Distributions to General Partner— — — — (90)— — — — — (90)
Change in ownership of consolidated subsidiaries, net— 31,668 — — — — — (133,300)— 101,632  
Repurchases as part of share/unit buyback(2,392)(67,181)— — — (1,000)— (28,040)— — (95,221)
Net income (loss)— 167,748 — — — — — — 32,340 301,253 501,341 
Balance at December 31, 2023 $  $ $ 86,144 90,710 $1,031,078 $(16,786)$1,843,262 $2,857,554 
(1)The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero at December 31, 2023.





























See accompanying notes to consolidated financial statements.
52

Viper Energy, Inc.
Consolidated Statements of Cash Flows


Year Ended December 31,
202320222021
(In thousands)
Cash flows from operating activities:
Net income (loss)$501,341 $655,004 $256,677 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for (benefit from) deferred income taxes(7,000)(49,656) 
Depletion146,118 121,071 102,987 
(Gain) loss on derivative instruments, net25,793 18,138 69,409 
Net cash receipts (payments) on derivatives(13,319)(31,319)(92,585)
Other3,442 5,070 4,710 
Changes in operating assets and liabilities:
Royalty income receivable(27,379)(13,089)(36,358)
Royalty income receivable—related party2,931 (4,116)(146)
Accounts payable and accrued liabilities6,311 151 2,273 
Accounts payable—related party1,024 306  
Income taxes payable1,014 440 471 
Other(2,084)(2,204)(324)
Net cash provided by (used in) operating activities638,192 699,796 307,114 
Cash flows from investing activities:
Acquisitions of oil and natural gas interests—related party(75,073)  
Acquisitions of oil and natural gas interests(830,128)(64,131)(281,176)
Proceeds from sale of oil and natural gas interests(3,164)111,702  
Net cash provided by (used in) investing activities(908,365)47,571 (281,176)
Cash flows from financing activities:
Proceeds from borrowings under credit facility573,000 272,000 330,000 
Repayment on credit facility(462,000)(424,000)(110,000)
Proceeds from senior notes400,000   
Repayment of senior notes (48,963) 
Proceeds from public offering to Diamondback200,000   
Repurchased shares/units under buyback program(95,221)(150,593)(45,999)
Dividends/distributions to shareholders(128,777)(182,835)(75,942)
Dividends/distributions to Diamondback (195,976)(234,103)(100,685)
Other(13,163)(142)(2,985)
Net cash provided by (used in) financing activities277,863 (768,636)(5,611)
Net increase (decrease) in cash and cash equivalents7,690 (21,269)20,327 
Cash, cash equivalents and restricted cash at beginning of period18,179 39,448 19,121 
Cash, cash equivalents and restricted cash at end of period$25,869 $18,179 $39,448 
Supplemental disclosure of cash flow information:
Interest paid$(40,187)$(36,868)$(30,784)
Cash (paid) received for income taxes$(51,345)$(16,990)$(1,050)
Supplemental disclosure of non—cash transactions:
Common shares/units issued for acquisition$(254,600)$ $(336,872)








See accompanying notes to consolidated financial statements.
53

Viper Energy, Inc.
Notes to Consolidated Financial Statements

1.    ORGANIZATION AND BASIS OF PRESENTATION

Conversion into Corporation

Effective November 13, 2023 (the “Effective Time”), Viper Energy Partners LP (the “Partnership”) converted from a publicly traded Delaware limited partnership to a Delaware corporation pursuant to a plan of conversion (the “Conversion”) and changed names from Viper Energy Partners LP to Viper Energy, Inc. Additionally, the certificate of incorporation and the bylaws of Viper Energy, Inc. became effective. This annual report includes the results for the Partnership prior to the Conversion and Viper Energy, Inc. (the “Company”) following the Conversion. References to the “Company” refer to (i) Viper Energy, Inc. and its consolidated subsidiaries following the Conversion and (ii) the Partnership and its consolidated subsidiaries prior to the Conversion. References to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Common Stock, as defined in the paragraph below. References to dividends prior to the Conversion refer to distributions. There are no tax impacts resulting from the Conversion as Viper Energy Partners LP was treated as a corporation for tax purposes.

At the Effective Time, each common unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class A Common Stock, $0.000001 par value per share (“Class A Common Stock”), of the Company, (ii) each Class B unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class B Common Stock, $0.000001 par value per share, of the Company (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), and (iii) the general partner interest issued and outstanding immediately prior to the Effective Time (100% owned by the General Partner) was cancelled and was no longer outstanding. At the Effective Time, as a result of the Conversion, holders of common units became holders of Class A Common Stock and holders of Class B units became holders of Class B Common Stock. Similar to Class B units before the Conversion, each share of Class B Common Stock is exchangeable, at the discretion of the holders of Class B Common Stock, together with one unit of the Operating Company, into one share of Class A Common Stock post-Conversion. Holders of Class B Common Stock have the same preferred dividend and liquidation preference rights as those provided to holders of Class B units under the Partnership Agreement. At the Effective Time, Diamondback Energy, Inc. (“Diamondback”) and its wholly owned subsidiary Diamondback E&P LLC were the only holders of the Class B Common Stock and collectively owned approximately 56% of the outstanding shares of Common Stock. As a result, the Company is a “controlled company” within the meaning of the corporate governance standards of Nasdaq and, as a result, will qualify for certain exemptions from the corporate governance rules of Nasdaq.

After the Conversion, former limited partners owned the same percentage of the Company’s outstanding shares as they previously owned of the Partnership’s outstanding equity interests.

At the Effective Time, the certificate of incorporation and bylaws of the Company generally provided stockholders of the Company with substantially the same or greater rights and substantially the same or lesser obligations, as those that limited partners had in the Partnership Agreement. Previously, limited partners were not generally entitled to vote with respect to governance of the Partnership, except for those few matters set forth in the Partnership Agreement. Following the Conversion, except as otherwise expressly provided in the Certificate of Incorporation, the holders of Common Stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the Delaware General Corporation Law, including the election of the board of directors of the Company.

As of the Effective Time, the business and affairs of the Company are overseen by a board of directors, rather than the General Partner, which previously oversaw the business and affairs of the Partnership as its general partner. The directors and executive officers of the General Partner immediately prior to the Effective Time became the directors and executive officers of the Company at the Effective Time. In addition, the audit committee of the board of directors of the General Partner, and the membership thereof, immediately prior to the Effective Time, were replicated at the Company at the Effective time. Further, post-Conversion, Diamondback continues to provide personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to the services and secondment agreement in substantially the same manner as Diamondback previously provided to the General Partner. In addition, for so long as Diamondback and any of its subsidiaries collectively beneficially own at least 25% of the outstanding common stock of the Company, (i) Diamondback will have the right to designate up to three persons to serve as directors of the Company and (ii) the
54

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
board of directors of the Company may not appoint any person other than a Diamondback seconded employee as an executive officer of the Company unless such appointment is approved, in advance, by either (x) Diamondback (which approval may not be unreasonably withheld or conditioned) or (y) the affirmative vote of the holders of at least 80% of the voting power of the capital stock of the Company. Currently, there are two Diamondback designees to the board of directors of the Company—Travis Stice and Kaes Van’t Hof.

At the open of business on November 13, 2023, Nasdaq ceased trading of the common units and commenced trading of the Class A Common Stock on Nasdaq under the existing ticker symbol “VNOM,” and the Company became the successor registrant to the Partnership. No action by the current holders of common units was required. A new CUSIP number has been issued for the Class A Common Stock, which became effective at the Effective Time. Because the Partnership was already treated as a corporation for U.S. federal income tax purposes pre-Conversion, the Conversion did not affect the Company’s status as a corporation for U.S. federal income tax purposes or materially impact the U.S. federal income tax treatment of its common equity holders.

Organization

The Company is a publicly traded Delaware corporation focused on owning and acquiring mineral interests and royalty interests in oil and natural gas properties primarily in the Permian Basin.

As of December 31, 2023, Diamondback beneficially owned approximately 56% of the Company’s total Common Stock outstanding.

Basis of Presentation

The accompanying consolidated financial statements and related notes thereto were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All material intercompany balances and transactions are eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Certain amounts included in or affecting the Company’s financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the financial statements.

Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, the war in Ukraine and the Israel-Hamas War, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and measures to combat persistent inflation and instability in the financial sector have contributed to recent pricing and economic volatility. The financial results of companies in the oil and natural gas industry have been and may continue to be impacted materially as a result of changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.

The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in each particular circumstance. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include, estimates of proved oil and natural gas reserves
55

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas interests, estimates of third party operated royalty income related to expected sales volumes and prices, the recoverability of costs of unevaluated properties, the fair value determination of assets and liabilities, including those acquired by the Company, fair value estimates of commodity derivatives and estimates of income taxes, including deferred tax valuation allowances.

Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.

Royalty Income Receivable

Royalty income receivables consist of receivables for oil and natural gas sales made by the Company’s third-party operators and Diamondback. The operators remit payment for production directly to the Company. Most payments for production are received within three months after the production date. Payments on new wells added organically or through acquisition may be further delayed due to title opinion work which is required to be completed by the operator before payments are released.

Royalty income receivables are stated at amounts due from operators, net of an allowance for expected losses as estimated by the Company when collection is deemed doubtful. Royalty income receivables outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance utilizing the loss-rate method, which considers a number of factors, including the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company writes off specific royalty income receivables when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses. At December 31, 2023 and December 31, 2022, the Company’s allowance for expected losses was immaterial.

Derivative Instruments

The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”

Revenue from Contracts with Customers

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

Royalty income from oil, natural gas and natural gas liquids sales

The Company’s oil, natural gas and natural gas liquids sales contracts are generally structured whereby the producer of the properties in which the Company owns a royalty interest sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Company collects its percentage royalty based on the revenue generated. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.

56

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
Transaction price allocated to remaining performance obligations

The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.

Contract balances

Under the Company’s royalty income contracts, it has the right to receive royalty income from the producer once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities under Accounting Standards Codification 606.

Prior-period performance obligations

The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s interest. The Company records the differences between its estimates and the actual amounts received for royalties in the month that payment is received from the producer. Any identified differences between its revenue estimates and actual revenue received historically have not been significant. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.

Oil and Natural Gas Properties

The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs are capitalized and amortized on a composite unit of production method based on proved oil, natural gas liquids and natural gas reserves. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas liquids and natural gas. At December 31, 2023 and 2022, the Company’s oil and natural gas properties consist solely of mineral interests in oil and natural gas properties.

Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $10.20, $9.86 and $10.04 for the years ended December 31, 2023, 2022 and 2021, respectively. Depletion for oil and natural gas properties was $146.1 million, $121.1 million and $103.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas interests net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions and excluding the estimated abandonment costs for properties with asset retirement obligations recorded on the balance sheet, (ii) the cost of properties not being amortized, if any, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. See Note 5—Oil and Natural Gas Interests for additional discussion of the Company’s oil and natural gas properties.

Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property at least annually for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent of the operator to drill; remaining lease term with the current operator; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in
57

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.

Debt Issuance Costs

Other assets include capitalized costs related to the credit facility of $15.5 million and $9.7 million, and accumulated amortization of those costs over the term of the credit facility of $10.0 million and $9.5 million as of December 31, 2023, and 2022, respectively.

Long-term debt includes capitalized costs related to the Company’s 5.375% senior notes due 2027 and 7.375% senior notes due 2031 (collectively, the “Notes”). The costs associated with the Notes are being netted against the Notes’ balances and amortized over the term of the Notes using the effective interest method. See Note 6—Debt for further details.

Related Party Transactions

Royalty Income Receivable

As of December 31, 2023 and December 31, 2022, Diamondback, either directly or through its consolidated subsidiaries, owed the Company $3.3 million and $6.3 million, respectively, for royalty income received from third parties for the Company’s production, which had not yet been remitted to the Company.

Lease Bonus Income

During the year ended December 31, 2023, Diamondback, either directly or through its consolidated subsidiaries, paid the Company $107.8 million of lease bonus income primarily related to new leases in the Permian Basin. Lease bonus income for the year ended December 31, 2023 includes a lease bonus payment of $95.8 million to the Operating Company from a lease agreement with a subsidiary of Diamondback covering certain Permian Basin acreage on terms substantially identical to the Operating Company’s other lease arrangements with Diamondback. This transaction was considered and approved by the conflicts committee of the board of directors. During the year ended December 31, 2022, Diamondback, either directly or through its consolidated subsidiaries, paid the Company $23.4 million of lease bonus income primarily related to lease ratification and certain leases acquired in the Swallowtail Acquisition.

Other Related Party Transactions

See Note 4—Acquisitions and Divestitures for significant related party acquisitions of oil and natural gas interests.

See Note 7—Stockholders' Equity for further details regarding equity transactions with related parties.

All other related party transactions with Diamondback or its affiliates have been stated on the face of the consolidated financial statements or were insignificant for the years ended December 31, 2023, 2022 and 2021, respectively.

Accrued Liabilities

The Company’s accrued liabilities are financial instruments for which the carrying value approximates fair value.

Accrued liabilities consist of the following at December 31, 2023, and 2022:
December 31,
20232022
(In thousands)
Interest payable$11,036 $3,972 
Ad valorem taxes payable13,299 12,492 
Derivatives instruments payable1,279 1,684 
Other1,407 1,452 
Total accrued liabilities$27,021 $19,600 

58

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
Concentrations

The Company is subject to risk resulting from the concentration of the Company’s royalty income in producing oil and natural gas properties and receivables with several significant purchasers. For the year ended December 31, 2023, two purchasers each accounted for more than 10% of royalty income: Vitol Midstream Pipeline LLC (16%) and DK Trading and Supply LLC (15%). For the year ended December 31, 2022, two purchasers each accounted for more than 10% of royalty income: Shell Trading (US) Company (14%) and Vitol Midstream Pipeline LLC (14%). For the year ended December 31, 2021, three purchasers each accounted for more than 10% of royalty income: Trafigura Trading LLC (17%), Shell Trading (US) Company (16%) and Vitol Midstream Pipeline LLC (12%). The Company does not require collateral and does not believe the loss of any single purchaser would materially impact the Company’s operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the years ended December 31, 2023, 2022 and 2021, there were no interest or penalties associated with uncertain tax positions recognized in the Company’s consolidated financial statements. See Note 9—Income Taxes for further details.

Non-controlling Interest

Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. When Diamondback’s relative ownership interest in the Operating Company changes, adjustments to non-controlling interest and stockholders’ equity, tax effected, will occur. Because these changes in the Company’s ownership interest in the Operating Company did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, “Consolidation.” This guidance requires that any differences between the carrying value of the Company’s basis in the Operating Company and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 7—Stockholders' Equity for further discussion of changes in ownership interest.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

There are no recently adopted pronouncements.

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management
59

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.

3.    REVENUE FROM CONTRACTS WITH CUSTOMERS

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

For the years ended December 31, 2023, 2022 and 2021, any revenues recognized in the current reporting period for performance obligations satisfied in prior reporting periods were not material.

The following table disaggregates the Company’s total royalty income by product type:

Year Ended December 31,
202320222021
(In thousands)
Oil income$619,181 $667,281 $397,513 
Natural gas income30,953 83,149 49,197 
Natural gas liquids income66,976 87,546 54,824 
Total royalty income$717,110 $837,976 $501,534 

4.    ACQUISITIONS AND DIVESTITURES

2023 Activity

Acquisitions

GRP Acquisition

On November 1, 2023, the Company and the Operating Company acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP, affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”) pursuant to a definitive purchase and sale agreement for approximately 9.02 million common units and $759.6 million in cash, including transaction costs and subject to customary post-closing adjustments (the “GRP Acquisition”). The mineral and royalty interests acquired in the GRP Acquisition represent approximately 4,600 net royalty acres in the Permian Basin, plus approximately 2,700 additional net royalty acres in other major basins. The cash consideration for the GRP Acquisition was funded through a combination of cash on hand and held in escrow, borrowings under the Operating Company’s revolving credit facility, proceeds from the 2031 Notes (as defined in Note 6—Debt) and proceeds from the $200.0 million common unit issuance to Diamondback discussed further in Note 7—Stockholders' Equity.

Drop Down Transaction

On March 8, 2023, the Company acquired certain mineral and royalty interests from subsidiaries of Diamondback for approximately $74.5 million in cash, including customary closing adjustments for net title benefits (the “Drop Down”). The mineral and royalty interests acquired in the Drop Down represent approximately 660 net royalty acres in Ward County in the Southern Delaware Basin, 100% of which are operated by Diamondback, and have an average net royalty interest of approximately 7.2% and current production of approximately 300 BO/d. The Company funded the Drop Down through a combination of cash on hand and borrowings under the Operating Company’s revolving credit facility. The Drop Down was accounted for as a transaction between entities under common control with the properties acquired recorded at Diamondback’s
60

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
historical carrying value in the Company’s consolidated balance sheet. The historical carrying value of the properties approximated the Drop Down purchase price.

Other Acquisitions

Additionally during the year ended December 31, 2023 the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 286 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $70.4 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.

2022 Activity

Acquisitions

During the year ended December 31, 2022, in individually insignificant transactions, the Company acquired from unrelated third-party sellers mineral and royalty interests representing 375 net royalty acres in the Permian Basin for an aggregate net purchase price of approximately $65.8 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.

Divestitures

In the fourth quarter of 2022, the Company divested its entire position in the Eagle Ford Shale consisting of 681 net royalty acres of third party operated acreage for an aggregate net sales price of $53.7 million, including customary closing adjustments.

In the third quarter of 2022, the Company divested 93 net royalty acres of third party operated acreage located entirely in Loving county in the Delaware Basin for an aggregate net sales price of $29.9 million, including customary closing adjustments.

In the first quarter of 2022, the Company divested 325 net royalty acres of third party operated acreage located entirely in Upton and Reagan counties in the Midland Basin for an aggregate net sales price of $29.3 million, including customary closing adjustments.

2021 Acquisitions

Swallowtail Acquisition

On October 1, 2021, the Company and the Operating Company acquired certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC (the “Swallowtail entities”) pursuant to a definitive purchase and sale agreement for approximately 15.25 million common shares and approximately $225.3 million in cash (the “Swallowtail Acquisition”). The mineral and royalty interests acquired in the Swallowtail Acquisition represent 2,313 net royalty acres primarily in the Northern Midland Basin, of which 62% are operated by Diamondback. The Swallowtail Acquisition had an effective date of August 1, 2021. The cash portion of this transaction was funded through a combination of cash on hand and approximately $190.0 million of borrowings under the Operating Company’s revolving credit facility.

Other 2021 Acquisitions

Additionally during the year ended December 31, 2021, the Company acquired, from unrelated third party sellers, mineral and royalty interests representing 392 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $55.1 million, after post-closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.
61

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
5.    OIL AND NATURAL GAS INTERESTS

Oil and natural gas interests include the following:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Subject to depletion$2,859,642 $2,167,598 
Not subject to depletion1,769,341 1,297,221 
Gross oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Oil and natural gas interests, net3,762,631 2,744,585 
Land5,688 5,688 
Property, net of accumulated depletion and impairment$3,768,319 $2,750,273 
Balance of costs not subject to depletion:
Incurred in 2023$720,529 
Incurred in 202233,781 
Incurred in 2021429,991 
Prior585,040 
Total not subject to depletion$1,769,341 

As of December 31, 2023 and 2022, the Company had mineral and royalty interests representing 34,217 and 26,315 net royalty acres, respectively.

Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved reserves can be made. The inclusion of the Company’s unevaluated costs into the amortization base is expected to be completed within eight to ten years.

Based on the results of the quarterly ceiling tests, the Company was not required to record an impairment on the Company’s proved oil and natural gas interests for the years ended December 31, 2023, 2022 and 2021. In addition to commodity prices, the Company’s production rates, levels of proved reserves, transfers of unevaluated properties and other factors will determine its actual ceiling test limitations and impairment analysis in future periods. If the trailing 12-month commodity prices were to fall as compared to the commodity prices used in prior quarters, the Company could have write-downs in subsequent quarters, which may be material.

6.    DEBT

Long-term debt consisted of the following as of the dates indicated:
December 31,
20232022
(In thousands)
5.375% senior unsecured notes due 2027
$430,350 $430,350 
7.375% senior unsecured notes due 2031
400,000  
Revolving credit facility263,000 152,000 
Unamortized debt issuance costs(6,903)(1,306)
Unamortized discount(3,365)(4,149)
Total long-term debt$1,083,082 $576,895 

62

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
Issuance of 2031 Notes

On October 19, 2023, the Company completed an offering of $400.0 million in aggregate principal amount of its 7.375% Senior Notes maturing on November 1, 2031 (the “2031 Notes”). The Company received net proceeds of approximately $394.0 million, after deducting the initial purchasers’ discount and transaction costs from the 2031 Notes. The Company loaned the gross proceeds to the Operating Company, which used the proceeds to partially fund the cash portion of the GRP Acquisition.

The Notes

The Notes are senior unsecured obligations of the Company, initially guaranteed on a senior unsecured basis by the Operating Company, and will pay interest semi-annually. Diamondback will not guarantee the Notes. In the future, each of the Company’s restricted subsidiaries that either (i) guarantees any of its or a guarantor’s indebtedness, or (ii) is a domestic restricted subsidiary and is an obligor with respect to any indebtedness under any credit facility will be required to guarantee the Notes.

The Operating Company’s Revolving Credit Facility

On May 31, 2023, the Operating Company entered into a tenth amendment to the existing credit facility, which among other things, (i) maintained the maximum credit amount of $2.0 billion, (ii) increased the borrowing base from $580.0 million to $1.0 billion and (iii) increased the aggregate elected commitment amount from $500.0 million to $750.0 million.

On September 22, 2023, the Operating Company entered into an eleventh and separately a twelfth amendment to the existing credit facility, which among other things, (i) extended the maturity date from June 2, 2025, to September 22, 2028, (ii) maintained the maximum credit amount of $2.0 billion, (iii) further increased the borrowing base from $1.0 billion to $1.3 billion upon consummation of the GRP Acquisition, (iv) further increased the aggregate elected commitment amount from $750.0 million to $850.0 million, and (v) waived the automatic reduction of the borrowing base that otherwise would have occurred upon the consummation of the issuance of the 2031 Notes.

As of December 31, 2023, the Operating Company had $263.0 million of outstanding borrowings and $587.0 million available for future borrowings under the Operating Company’s revolving credit facility. For the years ended December 31, 2023, 2022 and 2021, the weighted average interest rate on borrowings under the Operating Company’s revolving credit facility was 7.41%, 4.22%, and 2.35%, respectively.

The outstanding borrowings under the credit facility bear interest at a rate elected by the Operating Company that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”), or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.00%), in each case plus the applicable margin. The applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternative base rate and from 2.00% to 3.00% per annum in the case of Adjusted Term SOFR, in each case depending on the amount of the loans outstanding in relation to the commitment, which is calculated using the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. The Operating Company is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment. The credit facility is secured by substantially all the assets of the Company and the Operating Company.

The credit facility contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.
Financial CovenantRequired Ratio
Ratio of total net debt to EBITDAX, as defined in the credit facility
Not greater than 4.0 to 1.0
Ratio of current assets to liabilities, as defined in the credit facility
Not less than 1.0 to 1.0
Ratio of secured debt to EBITDAX, as defined in the credit facility
Not greater than 2.5 to 1.0

As of December 31, 2023, the Operating Company was in compliance with all financial maintenance covenants under its credit facility.

63

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
Interest expense

The following amounts have been incurred and charged to interest expense for the years ended December 31, 2023, 2022 and 2021:
Year Ended December 31,
202320222021
(In thousands)
Interest expense$48,222 $37,539 $31,384 
Other fees and expenses836 2,883 2,662 
Less: interest income151 13 2 
Interest expense, net$48,907 $40,409 $34,044 

7.    STOCKHOLDERS’ EQUITY

At December 31, 2023, the Company had a total of 86,144,273 shares of Class A Common Stock issued and outstanding and 90,709,946 shares of Class B Common Stock issued and outstanding, of which 7,946,507 shares of Class A Common Stock and 90,709,946 shares of Class B Common Stock were beneficially owned by Diamondback, representing approximately 56% of the Company’s total shares outstanding. Diamondback also beneficially owns 90,709,946 Operating Company shares, representing a 51% non-controlling ownership interest in the Operating Company. The Operating Company shares and the Company’s Class B Common Stock beneficially owned by Diamondback are exchangeable from time to time for the Company’s Class A Common Stock (that is, one Operating Company share and one Company Class B Common Stock share, together, will be exchangeable for one Company Class A Common Stock share).

Viper Issuance of Common Units to Diamondback

On October 31, 2023, the Company issued approximately 7.22 million of its common units to Diamondback at a price of $27.72 per unit for total net proceeds of approximately $200.0 million pursuant to a common unit purchase and sale agreement entered into with Diamondback on September 4, 2023. The net proceeds of this common unit issuance were used to fund a portion of the cash consideration for the GRP Acquisition.

Common Stock Repurchase Program

The board of directors of the General Partner previously authorized a $750.0 million common unit repurchase program, which has been ratified and continued by the Company’s board of directors with respect to the repurchase of the Company’s Class A Common Stock, excluding excise tax, over an indefinite period of time. The Company intends to purchase shares of Class A Common Stock under the repurchase program opportunistically with funds from cash on hand, free cash flow from operations and potential liquidity events such as the sale of assets. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors of the Company at any time.

During the years ended December 31, 2023, 2022 and 2021, repurchases under the repurchase program totaled $95.2 million, $150.6 million, and $46.0 million, respectively. Repurchases for the year ended December 31, 2023 include approximately $28.7 million for the repurchase of 1.0 million shares of Class A Common Stock from GRP in a privately negotiated transaction in the fourth quarter of 2023. Repurchases for the year ended December 31, 2022 include approximately $37.3 million for the repurchase of 1.5 million shares of Class A Common Stock from a significant shareholder in a privately negotiated transaction. As of December 31, 2023, $434.2 million remains available under the repurchase program, excluding excise tax.

Changes in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. Diamondback’s relative ownership interest in the Operating Company can change due to the Company’s public offerings of shares, issuance of shares for acquisitions, issuance of share-based compensation, repurchases of common shares and distribution equivalent rights paid on the Company’s shares. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.

64

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
The following table summarizes the changes in stockholders’ equity due to changes in ownership interest during the period:

Year Ended December 31,
202320222021
(In thousands)
Net income (loss) attributable to the Company$200,088 $151,673 $57,939 
Change in ownership of consolidated subsidiaries (101,632)58,253 (93,473)
Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest$98,456 $209,926 $(35,534)

Cash Dividends

The board of directors of the Company has established a dividend policy, consistent with the pre-Conversion distribution policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to its unitholders (including Diamondback and the Company) and the Company in turn distributes all or a portion of the available cash it receives from the Operating Company to shareholders of its Class A Common Stock. The Company currently intends to pay quarterly variable dividends of at least 75% of its available cash less the base dividend declared and the amount paid in stock repurchases as part of the Company’s buyback program for the applicable quarter. Additionally, the Company’s board of directors approved excluding the $28.7 million one-time share repurchase from GRP that occurred in November 2023 from the calculation of cash available for distribution for the fourth quarter of 2023.

The Company’s available cash and the available cash of the Operating Company for each quarter, a non-GAAP measure, is determined by the Company’s board of directors following the end of such quarter. The Company expects that its available cash will generally equal the Adjusted EBITDA attributable to the Company for the applicable quarter, less cash needed for income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Company’s board of directors deems necessary or appropriate, lease bonus income (net of applicable taxes), distribution equivalent rights payments and preferred distributions.

The percentage of cash available for distribution by the Operating Company pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through the Company’s stock repurchase program.

The Company is also required to pay a quarterly preferred dividend in respect of its Class B Common Stock in the aggregate amount of $20,000 per quarter, which is consistent with the Partnership’s pre-Conversion preferred distribution requirement. Other than the preferred dividend requirement, the Company is not required to pay dividends to its common stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of the Company’s board of directors.

65

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2023, 2022 and 2021 (in thousands, except for per unit amounts):
PeriodAmount per Operating Company Unit
Operating Company Distributions to Diamondback
Amount per Common Unit
Common Unitholders(1)
Declaration DateUnitholder Record DatePayment Date
Q4 2020$0.14 $12,699 $0.14 $9,162 February 19, 2021March 4, 2021March 11, 2021
Q1 2021$0.25 $22,678 $0.25 $16,230 April 27, 2021May 13, 2021May 20, 2021
Q2 2021$0.33 $29,936 $0.33 $21,235 July 28, 2021August 12, 2021August 19, 2021
Q3 2021$0.38 $34,469 $0.38 $30,118 October 27, 2021November 11, 2021November 18, 2021
Q4 2021$0.47 $42,634 $0.47 $36,238 February 16, 2022March 4, 2022March 11, 2022
Q1 2022$0.70 $63,497 $0.67 $51,680 April 27, 2022May 12, 2022May 19, 2022
Q2 2022$0.87 $78,918 $0.81 $60,626 July 26, 2022August 16, 2022August 23, 2022
Q3 2022$0.52 $47,170 $0.49 $36,076 November 3, 2022November 17, 2022November 25, 2022
Q4 2022$0.54 $48,983 $0.49 $35,683 February 15, 2023March 3, 2023March 10, 2023
Q1 2023$0.42 $38,097 $0.33 $23,797 April 26, 2023May 11, 2023May 18, 2023
Q2 2023$0.44 $39,912 $0.36 $25,563 July 25, 2023August 10, 2023August 17, 2023
Q3 2023$0.70 $63,497 $0.57 $49,126 November 2, 2023November 16, 2023November 24, 2023
(1)Payments made prior to the Conversion include amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback. Payments made after the Conversion include amounts paid to shareholders of Class A Common Stock, including the 7,946,507 shares of Class A Common Stock owned by Diamondback.

Cash dividends will be made to the common stockholders of record on the applicable record date, generally within 60 days after the end of each quarter.

Allocation of Net Income

The Partnership, as the previous managing member of the Operating Company, had an agreement, as amended on December 28, 2021, whereby special allocations of the Operating Company’s income and gains over losses and deductions (but before depletion) were made to Diamondback through December 31, 2022. These special income allocations reduced the taxable income allocated to the Partnership’s common unitholders during 2022 and 2021.

8.    EARNINGS PER COMMON SHARE

The net income (loss) per share of Class A Common Stock on the consolidated statements of operations is based on the net income (loss) attributable to the Company’s Class A Common Stock for the year ended December 31, 2023, and common units for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, the Partnership’s net income (loss) was allocated wholly to the common unitholders, as the General Partner did not have an economic interest. Payments made to the Company’s stockholders are determined in relation to the cash dividend policy described in Note 7—Stockholders' Equity.

Basic and diluted earnings per share of the Company’s Class A Common Stock are calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of Class A Common Stock and participating securities. Basic net income (loss) per share of Class A Common Stock is calculated by dividing net income (loss) by the weighted-average shares of Class A Common Stock outstanding during the period. Diluted net income (loss) per share of Class A Common Stock gives effect, when applicable, to unvested shares of Class A Common Stock granted under the LTIP.

66

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:

Year Ended December 31,
202320222021
(In thousands, except per share amounts)
Net income (loss) attributable to the period$200,088 $151,673 $57,939 
Less: net income (loss) allocated to participating securities(1)
299 365 193 
Net income (loss) attributable to common stockholders$199,789 $151,308 $57,746 
Weighted average common shares outstanding:
Basic weighted average common shares outstanding74,176 75,612 68,319 
Effect of dilutive securities:
Potential common shares issuable(2)
 67 72 
Diluted weighted average common shares outstanding74,176 75,679 68,391 
Net income (loss) per common stock, basic
$2.69 $2.00 $0.85 
Net income (loss) per common stock, diluted
$2.69 $2.00 $0.85 
(1)    Unvested restricted stock shares that contain non-forfeitable distribution equivalent rights granted are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.
(2)    For the years ended December 31, 2023 and 2022, no significant potential common shares were excluded from the computation of diluted earnings per common share. For the year ended December 31, 2021, 10,160 potential common shares were excluded in the computation of diluted earnings per common share because their inclusion would have been anti-dilutive.

9.    INCOME TAXES

The Company’s total income tax expense and benefit for the years ended December 31, 2023 and 2022, respectively, differed from amounts computed by applying the United States federal statutory tax rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and the impact of reductions to the valuation allowance in 2023 and in 2022. For the year ended December 31, 2021, total income tax expense differed from amounts computed by applying the United States federal statutory rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and maintaining a valuation allowance on the Company’s deferred tax assets.

The components of the provision for income taxes and effective tax rates for the years ended December 31, 2023, 2022 and 2021 are as follows:
Year Ended December 31,
202320222021
(In thousands)
Current income tax provision (benefit):
Federal$50,414 $15,929 $1,218 
State2,538 1,074 303 
Total current income tax provision (benefit)52,952 17,003 1,521 
Deferred income tax provision (benefit):
Federal(6,532)(49,656) 
State(468)  
Total deferred income tax provision (benefit)(7,000)(49,656) 
Total provision (benefit) from income taxes$45,952 $(32,653)$1,521 
Effective tax rates8.4 %(5.2)%0.6 %

67

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:
Year Ended December 31,
202320222021
(In thousands)
Income tax expense (benefit) at the federal statutory rate (21%)$114,931 $130,694 $54,221 
Impact of nontaxable noncontrolling interest(63,263)(105,699)(41,735)
State income tax expense (benefit), net of federal tax effect1,657 846 262 
Change in valuation allowance(7,281)(58,443)(11,175)
Other, net(92)(51)(52)
Provision for (benefit from) income taxes$45,952 $(32,653)$1,521 

The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:
Year Ended December 31,
20232022
(In thousands)
Deferred tax assets:
Net operating loss and capital loss carryforwards$15 $70 
Investment in the Operating Company170,164 148,003 
Total deferred tax assets170,179 148,073 
Valuation allowance(113,523)(98,417)
Net deferred tax assets56,656 49,656 
Net deferred tax assets (liabilities)$56,656 $49,656 

At December 31, 2023, the Company has net deferred tax assets of approximately $56.7 million, including immaterial federal capital loss carryforwards expiring in 2026 and immaterial state operating loss carryforwards. Deferred taxes are provided on the difference between the Company’s basis for financial accounting purposes and basis for federal income tax purposes in its investment in the Operating Company.

During the years ended December 31, 2023 and 2022, the Company recognized discrete income tax benefits of $7.0 million and $49.7 million, respectively, related to a partial release of its beginning-of-the-year valuation allowance, based on a change in judgment about the realizability of its deferred tax assets in future years.

The Company principally operates in the state of Texas. For the years ended December 31, 2023 and 2022, the Company recognized $2.5 million and $1.1 million, respectively, in state income tax expense primarily for its share of Texas margin tax attributable to the Company’s results which are included in a combined tax return filed by Diamondback. At December 31, 2023, the Company did not have any significant uncertain tax positions requiring recognition in the financial statements. The Company’s 2020 through 2023 tax years remain open to examination by tax authorities.

The Inflation Reduction Act of 2022 (“IRA”) was enacted on August 16, 2022, and imposed an excise tax of 1% on the fair market value of certain public company stock repurchases for tax years beginning after December 31, 2022, and included several other provisions applicable to U.S. income taxes for corporations. The Company did not accrue excise tax during the year ended December 31, 2023 due to stock issuances exceeding stock repurchases for the year.

10.    DERIVATIVES

During 2023, the Company used fixed price swap contracts, fixed price basis swap contracts and costless collars with corresponding put and call options to reduce price volatility associated with certain of its royalty income. At December 31, 2023, the Company has puts, costless collars and fixed price basis swap contracts outstanding.

The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with put contracts for oil based on WTI Cushing and fixed price basis swaps for oil based on the spread between the WTI Cushing crude oil price and the Argus WTI Midland crude oil price. The Company’s fixed price basis swaps for natural gas are for the spread between the Waha Hub natural gas price and the Henry Hub natural gas price. The weighted average differential represents the
68

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
amount of reduction to the WTI Cushing oil price and the Waha Hub natural gas price for the notional volumes covered by the basis swap contracts. Under the Company’s costless collar contracts, each collar has an established floor price and ceiling price. When the settlement price is below the floor price, the counterparty is required to make a payment to the Company, and when the settlement price is above the ceiling price, the Company is required to make a payment to the counterparty. When the settlement price is between the floor and the ceiling, there is no payment required.

By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company’s counterparties are all participants in the amended and restated credit facility, which is secured by substantially all of the assets of the Operating Company; therefore, the Company is not required to post any collateral. The Company’s counterparties have been determined to have an acceptable credit risk; therefore, the Company does not require collateral from its counterparties.

As of December 31, 2023, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.
SwapsCollarsPuts
Settlement MonthSettlement YearType of Contract
Bbls/MMBtu Per Day
IndexWeighted Average DifferentialWeighted Average Floor PriceWeighted Average Ceiling PriceStrike Price
Deferred Premium
OIL
Jan. - Mar.
2024
Puts
16,000WTI Cushing$$$$58.13$(1.54)
Apr. - Jun.
2024
Puts
14,000
WTI Cushing
$$$$59.29$(1.51)
Jul. - Dec.
2024
Puts
2,000
WTI Cushing
$$$$55.00$(1.53)
Jan. - Jun.
2024
Costless Collar
6,000
WTI Cushing
$$65.00$95.55$$
Jul. - Dec.
2024Costless Collar4,000WTI Cushing$$55.00$93.66$$
NATURAL GAS
Jan. - Dec.
2024
Basis Swaps30,000Waha Hub$(1.20)$$$$
Jan. - Dec.
2025
Basis Swaps40,000Waha Hub$(0.68)$$$$

Balance Sheet Offsetting of Derivative Assets and Liabilities

The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. See Note 11—Fair Value Measurements for further details.

Gains and Losses on Derivative Instruments

The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:
Year Ended December 31,
202320222021
(In thousands)
Gain (loss) on derivative instruments$(25,793)$(18,138)$(69,409)
Net cash receipts (payments) on derivatives(1)
$(13,319)$(31,319)$(92,585)
(1)The year ended December 31, 2022 includes cash paid on commodity contracts terminated prior to their contractual maturity of $6.6 million.

69

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
11.    FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis on the Company’s consolidated balance sheets, including the Company’s derivative instruments. The fair values of the Company’s derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. These valuations are Level 2 inputs in the fair value hierarchy. The net amounts are classified as current or noncurrent based on their anticipated settlement dates.

The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022.

As of December 31, 2023
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$ $7,040 $ $7,040 $(6,682)$358 
Non-current:
Derivative instruments$ $1,269 $ $1,269 $(1,177)$92 
Liabilities:
Current:
Derivative instruments$ $9,643 $ $9,643 $(6,682)$2,961 
Non-current:
Derivative instruments$ $1,378 $ $1,378 $(1,177)$201 

70

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
As of December 31, 2022
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$ $13,296 $ $13,296 $(3,968)$9,328 
Non-current:
Derivative instruments$ $1,911 $ $1,911 $(1,469)$442 
Liabilities:
Current:
Derivative instruments$ $3,968 $ $3,968 $(3,968)$ 
Non-current:
Derivative instruments$ $1,476 $ $1,476 $(1,469)$7 

Assets and Liabilities Not Recorded at Fair Value

The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:
December 31, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Debt:
Revolving credit facility $263,000 $263,000 $152,000 $152,000 
5.375% senior notes due 2027(1)
$425,949 $422,122 $424,895 $411,634 
7.375% senior notes due 2031(1)
$394,133 $418,408 $ $ 
(1) The carrying value includes associated deferred loan costs and any discount.

The fair value of the Operating Company’s revolving credit facility approximates the carrying value based on borrowing rates available to the Company for bank loans with similar terms and maturities and is classified as Level 2 in the fair value hierarchy. The fair value of the Notes was determined using the December 31, 2023 quoted market price, a Level 1 classification in the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include mineral and royalty interests acquired in asset acquisitions and subsequent write-downs of the Company’s proved oil and natural gas interests to fair value when they are impaired or held for sale.

See Note 2—Summary of Significant Accounting Policies and Note 5—Oil and Natural Gas Interests for further discussion of non-recurring fair value adjustments.

Fair Value of Financial Assets

The Company has other financial instruments consisting of cash and cash equivalents, royalty income receivable, income tax receivable, prepaid expenses, other assets, accounts payable, accrued liabilities and income taxes payable. The carrying value of these instruments approximate their fair value because of the short-term nature of the instruments.

12.    COMMITMENTS AND CONTINGENCIES

The Company is a party to various routine legal proceedings, disputes and claims from time to time arising in the ordinary course of its business. While the ultimate outcome of any pending proceedings, disputes or claims, and any resulting impact on the Company, cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or
71

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records reserves for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.

13.    SUBSEQUENT EVENTS

Cash Dividend

On February 15, 2024, the board of directors of the Company approved a cash dividend for the fourth quarter of 2023 of 0.56 per share of Class A Common Stock and $0.69 per Operating Company unit, in each case, payable on March 12, 2024, to stockholders of record at the close of business on March 5, 2024. The dividend on Class A Common Stock consists of a base quarterly dividend of $0.27 per share and a variable quarterly dividend of $0.29 per share.

14.    SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)

The Company’s oil and natural gas reserves are attributable solely to properties within the United States.

Capitalized oil and natural gas costs

Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Proved$2,859,642 $2,167,598 
Unproved1,769,341 1,297,221 
Total oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Net oil and natural gas interests capitalized$3,762,631 $2,744,585 

Costs incurred in oil and natural gas activities

Costs incurred in oil and natural gas property acquisition activities are as follows:
Year Ended December 31,
202320222021
(In thousands)
Acquisition costs:
Proved properties$402,659 $46,307 $138,882 
Unproved properties758,342 16,624 479,041 
Total$1,161,001 $62,931 $617,923 

Results of Operations from Oil and Natural Gas Producing Activities

Substantially all of the Company’s producing activities are from oil and natural gas activities and are included in the “—Consolidated Statements of Operations above.

Oil and Natural Gas Reserves

Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by our internal reservoir engineers and audited by Ryder Scott Company, L.P., independent petroleum engineers, as of December 31, 2023 and 2022 and prepared by Ryder Scott as of December 31, 2021. The reserve estimates represent the Company’s net revenue interest in the Company’s properties. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon SEC Prices for
72

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
the periods ended December 31, 2023, 2022 and 2021, respectively. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. All of the Company’s proved reserves included in the reserve reports are located in the continental United States. Although the estimates are believed to be reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

The following table presents changes in estimated proved reserves, which were prepared in accordance with the rules and regulations of the SEC.
Oil
(MBbls)
Natural Gas
(MMcf)
Natural Gas Liquids
(MBbls)
Total (MBOE)(1)
Proved Developed and Undeveloped Reserves:
As of December 31, 202057,530 119,450 21,953 99,392 
Purchase of reserves in place5,246 9,549 2,264 9,102 
Extensions and discoveries17,256 39,256 7,182 30,981 
Revisions of previous estimates(4,544)29,788 (1,339)(918)
Divestitures(180)(681)(114)(409)
Production(6,068)(13,672)(1,913)(10,260)
As of December 31, 202169,240 183,690 28,033 127,888 
Purchase of reserves in place599 1,186 209 1,006 
Extensions and discoveries15,714 29,177 5,281 25,858 
Revisions of previous estimates1,453 15,248 4,483 8,477 
Divestitures(905)(3,469)(564)(2,047)
Production(7,097)(15,868)(2,540)(12,282)
As of December 31, 202279,004 209,964 34,902 148,900 
Purchase of reserves in place10,469 27,011 4,006 18,977 
Extensions and discoveries13,636 34,632 6,150 25,558 
Revisions of previous estimates(5,178)11,101 3,466 138 
Production(8,028)(19,130)(3,108)(14,324)
As of December 31, 202389,903 263,578 45,416 179,249 
Proved Developed Reserves:
December 31, 202149,280 134,485 19,476 91,170 
December 31, 202254,817 161,119 25,621 107,291 
December 31, 202369,043 221,462 37,417 143,371 
Proved Undeveloped Reserves:
December 31, 202119,960 49,205 8,557 36,718 
December 31, 202224,187 48,845 9,281 41,609 
December 31, 202320,860 42,116 7,999 35,878 
(1)    Includes total proved reserves of 91,417 MBOE, 81,895 MBOE, 69,060 MBOE and 57,647 MBOE as of December 31, 2023, 2022, 2021 and 2020, respectively, attributable to a non-controlling interest in the Company.

Revisions represent changes in previous reserves estimates, either upward or downward, resulting from new information normally obtained from development drilling and production history or resulting from a change in economic factors, such as commodity prices, operating costs or development costs.

73

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
During the year ended December 31, 2023, the Company’s total extensions and discoveries of 25,558 MBOE resulted primarily from the drilling of 904 new wells and from 179 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 138 MBOE consist of positive revisions of 5,688 MBOE primarily attributable to performance revisions which were largely offset by PUD downgrades of 5,548 MBOE. Total purchases of reserves in place of 18,977 MBOE resulted primarily from the GRP Acquisition and other acquisitions of certain mineral and royalty interests.

During the year ended December 31, 2022, the Company’s total extensions and discoveries of 25,858 MBOE resulted primarily from the drilling of 636 new wells and from 199 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 8,477 MBOE were due to positive revisions of 15,484 MBOE attributable to price and performance revisions which were largely offset by PUD downgrades of 7,007 MBOE. Total purchases of reserves in place of 1,006 MBOE resulted from multiple acquisitions of certain mineral and royalty interests.

During the year ended December 31, 2021, the Company’s total extensions and discoveries of 30,981 MBOE resulted primarily from the drilling of 407 new wells and from 336 new proved undeveloped locations added. The Company’s total negative revisions of previous estimated quantities of 918 MBOE were due to PUD downgrades of 11,263 MBOE which were largely offset by positive revisions of 10,345 MBOE attributable to price and performance revisions. Total purchases of reserves in place of 9,102 MBOE resulted from multiple acquisitions of certain mineral and royalty interests, including the Swallowtail Acquisition.

Proved Undeveloped Reserves

As of December 31, 2023, the Company’s PUD reserves totaled 20,860 MBbls of oil, 42,116 MMcf of natural gas and 7,999 MBbls of natural gas liquids, for a total of 35,878 MBOE. PUDs will be converted from undeveloped to developed as the applicable wells begin production. The Company’s PUD reserves were from 529 horizontal wells, all of which Diamondback operates. Of the horizontal locations, 154 are Middle Spraberry/Jo Mill wells, 140 are Wolfcamp A wells, 120 are Lower Spraberry wells, 74 are Wolfcamp B wells, 35 are Bone Spring wells and six are Dean wells.

The following table includes the changes in PUD reserves for 2023:
(MBOE)
Beginning proved undeveloped reserves at December 31, 2022
41,609 
Undeveloped reserves transferred to developed(13,021)
Revisions(5,341)
Purchases2,534 
Extensions and discoveries10,097 
Ending proved undeveloped reserves at December 31, 2023
35,878 

The decrease in PUD reserves was primarily attributable to the conversion of 13,021 MBOE of PUD reserves into proved developed reserves and downward revisions of 5,341 MBOE primarily attributable to PUD downgrades of 5,548 MBOE. These reductions in PUD reserves were partially offset by positive additions of 10,097 MBOE, primarily from 179 new horizontal well locations attributable to extensions resulting from strategic drilling of wells to delineate our acreage position and acquisitions of 2,534 MBOE.

All of the Company’s PUD drilling locations are scheduled to be drilled within five years from the date they were initially recorded. As of December 31, 2023, none of the Company’s total proved reserves were classified as proved developed non-producing.

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows is based on SEC Prices. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary.

74

Viper Energy, Inc.
Notes to Consolidated Financial Statements - (Continued)
The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2023, 2022 and 2021:
December 31,
202320222021
(In thousands)
Future cash inflows$8,493,617 $10,072,969 $5,763,433 
Future production taxes(593,840)(729,256)(416,761)
Future income tax expense(934,392)(1,465,160)(572,991)
Future net cash flows6,965,385 7,878,553 4,773,681 
10% discount to reflect timing of cash flows(3,778,499)(4,424,457)(2,680,564)
Standardized measure of discounted future net cash flows(1)
$3,186,886 $3,454,096 $2,093,117 
(1)    Includes a 51%, 55% and 54% non-controlling interest in the Company at December 31, 2023, 2022 and 2021, respectively.

The following table presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:
December 31,
202320222021
Oil (per Bbl)$77.93 $95.04 $64.87 
Natural gas (per Mcf)$1.54 $5.74 $2.97 
Natural gas liquids (per Bbl)$23.79 $38.95 $25.93 

Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:

Year Ended December 31,
202320222021
(In thousands)
Standardized measure of discounted future net cash flows at the beginning of the period$3,454,096 $2,093,117 $1,023,594 
Purchase of minerals in place473,742 30,331 170,205 
Divestiture of reserves (30,076)(4,402)
Sales of oil and natural gas, net of production costs(666,709)(781,604)(468,976)
Extensions and discoveries626,854 844,010 615,762 
Net changes in prices and production costs(1,405,205)1,131,202 863,458 
Revisions of previous quantity estimates2,726 309,338 45,788 
Net changes in income taxes212,391 (393,652)(243,186)
Accretion of discount427,998 234,717 103,446 
Net changes in timing of production and other60,993 16,713 (12,572)
Standardized measure of discounted future net cash flows at the end of the period$3,186,886 $3,454,096 $2,093,117 

75

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we have established disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The disclosure controls and procedures are also intended to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As of December 31, 2023, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of our Company is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in the 2013 Internal Control-Integrated Framework, management did not identify any material weaknesses in the Company’s internal control over financial reporting and determined that the Company maintained effective internal control over financial reporting as of December 31, 2023.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Grant Thornton LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued their report on the effectiveness of the Company’s internal control over financial reporting at December 31, 2023. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting at December 31, 2023, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

76

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Viper Energy, Inc.

Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Viper Energy, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 22, 2024 expressed an unqualified opinion on those financial statements.

Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 22, 2024

77

ITEM 9B. OTHER INFORMATION

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during our fiscal year ended December 31, 2023.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

78

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information as to Item 10 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2023.

We have adopted a Code of Business Conduct and Ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer and controller and persons performing similar functions. Any amendments to or waivers from the code of business conduct and ethics will be disclosed on our website. The Company also has made the Code of Business Conduct and Ethics available on our website under the “Investors—Corporate Governance” section at https://www.viperenergy.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Business Conduct and Ethics by posting such information on our website at the address specified above.

ITEM 11. EXECUTIVE COMPENSATION

Information as to Item 11 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2023.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information as to Item 12 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2023.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information as to Item 13 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2023.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information as to Item 14 will be set forth in our definitive proxy statement, which is to be filed pursuant to Regulation 14A with the SEC within 120 days after the close of the year ended December 31, 2023.

79

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3. Exhibits
Exhibit Number
Description
2.1#
2.2#
3.1
3.2
3.3
3.4
3.5
3.6
4.1
4.2
4.3
4.4
4.5
4.6
10.1+
80

Exhibit Number
Description
10.2
10.3+
10.4+*
10.5+*
10.6
10.7+*
10.8+*
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
81

Exhibit Number
Description
10.19
10.20
10.21
10.22
10.23
10.24
10.25
21.1*
23.1*
23.2*
31.1*
31.2*
32.1++
97.1*
99.1*
82

Exhibit Number
Description
101
The following financial information from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
+
Management contract, compensatory plan or arrangement.
++
The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
#Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

ITEM 16. FORM 10-K SUMMARY

None.

83

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

VIPER ENERGY, INC.
Date:February 22, 2024
By:
VIPER ENERGY, INC.
By:/s/ Travis D. Stice
Name:Travis D. Stice
Title:Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Travis D. SticeChief Executive Officer and DirectorFebruary 22, 2024
Travis D. Stice(Principal Executive Officer)
/s/ Teresa L. DickChief Financial OfficerFebruary 22, 2024
Teresa L. Dick(Principal Financial and Accounting Officer)
/s/ Steven E. WestChairman of the Board and DirectorFebruary 22, 2024
Steven E. West
/s/ Kaes Van’t Hof
Director
February 22, 2024
Kaes Van’t Hof
/s/ W. Wesley PerryDirectorFebruary 22, 2024
W. Wesley Perry
/s/ Spencer D. ArmourDirectorFebruary 22, 2024
Spencer D. Armour
/s/ James L. RubinDirectorFebruary 22, 2024
James L. Rubin
/s/ Frank C. HuDirectorFebruary 22, 2024
Frank C. Hu
/s/ Laurie H. Argo
DirectorFebruary 22, 2024
Laurie H. Argo

84
EX-10.4 2 viper202310-kxex104x2x22x24.htm EX-10.4 Document
Exhibit 10.4
VIPER ENERGY, INC.
AMENDED AND RESTATED 2014 LONG TERM INCENTIVE PLAN
AMENDMENT NO. 1
This Amendment No. 1 (this “Amendment”) to the Viper Energy, Inc. Amended and Restated Long Term Incentive Plan (the “Plan”) is dated and effective as of February 11, 2024.
1.    Amendment. Section 2(h) of the Plan is hereby amended to add the following paragraph at the end of the existing text:
For clarity and the foregoing notwithstanding, the transactions contemplated by the Agreement and Plan of Merger, dated as of February 11, 2024, by and among Diamondback, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC, and Endeavor Parent, LLC will not constitute a Change of Control.
2.    Effect of this Amendment. Except as specifically set forth in this Amendment, the Plan shall remain in full force and effect in accordance with its terms.

*    *    *

EX-10.5 3 viper202310-kxex105x2x22x24.htm EX-10.5 Document
Exhibit 10.5
FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [___________], by and among Viper Energy, Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).
WHEREAS, Viper Energy Partners LP, the predecessor to the Company (the “Partnership”), Viper Energy Partners GP LLC, the former general partner of the Partnership (the “General Partner”), and Indemnitee entered into that certain Indemnification Agreement, dated as of [_________] (the “Original Agreement”);
WHEREAS, effective on November 13, 2023, the Partnership converted its legal form from a limited partnership to a corporation (the “Conversion”) and changed its name to Viper Energy, Inc.; and
WHEREAS, the Company desires to amend and restate the Original Agreement with Indemnitee to reflect the Conversion,
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby amend and restate the Original Agreement in its entirety as follows:
WITNESSETH THAT:
WHEREAS, highly competent persons have become more reluctant to serve companies as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company or any of its subsidiaries;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. In addition, the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Bylaws (the “Bylaws”) each provide for indemnification of directors and officers of the Company and other individuals who are or were serving at the request of the Company as directors, officers, employees or agents of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan, and for advancement of expenses. The Certificate of Incorporation and the Bylaws each state that the rights to indemnification and advancement of expenses conferred therein are not exclusive of any other rights that any indemnitee may have or hereafter acquire under law, the Certificate of Incorporation, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;



WHEREAS, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee does not regard the protection available under the Certificate of Incorporation, the Bylaws and the Company’s insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.
NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve or continue to serve as an officer and/or director of the Company from and after the date hereof, the parties hereto agree as follows:
1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of Indemnitee’s Company Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company, which is governed by Section 1(b). Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.
(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.
(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Company Status, a party to and is successful, on the merits or
2


otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.
3. Contribution.
(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(b) Without diminishing or impairing the obligations of the Company set forth in Section 3(a), if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than
3


Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.
(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and the directors, officers, employees and agents of the Company) and Indemnitee in connection with such event(s) and/or transaction(s).
4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Company Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Company Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.
6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the Certificate of Incorporation, the Bylaws, the Delaware General Corporation Law and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:
(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide
4


such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following five methods, which, except for the fourth method in the event of a Change of Control as defined in Section 13 of this Agreement, shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee or (4) in the event of a Change of Control, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee.
(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.
(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including the Disinterested Directors, a committee of such directors or Independent Counsel) to have made a determination, prior to the commencement of any action pursuant to this Agreement, that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
5


(including by the Disinterested Directors, a committee of such directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto.
(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this
6


presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
7. Remedies of Indemnitee.
(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.
(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).
(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types described in the definition of “Expenses” in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.
7


(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by applicable law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.
(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.
8. Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Primacy of Indemnification.
(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled (i) under applicable law, (ii) under the Certificate of Incorporation and the Bylaws, (iii) pursuant to a resolution of Board or (iv) otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Company Status prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the Certificate of Incorporation or the Bylaws, whether by law, amendment or otherwise, or an amendment to Delaware law permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.
8


(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.
(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
(f) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s stockholders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.
9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:
(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or
(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any such part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue for so long as Indemnitee may have any liability or potential liability by
9


virtue of serving as an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Company Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.
11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.
12. Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
(c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of Expenses under this Agreement.

13. Definitions. For purposes of this Agreement:
(a) “Change of Control” means the occurrence of any of the following events:
(i) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act ((A) other than Diamondback Energy, Inc. (“Diamondback”), the Company or any of its subsidiaries or an affiliate of either Diamondback or the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries or (C) an underwriter temporarily holding securities pursuant to an offering of such securities) becomes the beneficial owner, directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the voting power of the voting securities of Diamondback or the Company;
10


(ii) the stockholders of the Company approve, in one or a series of transactions, a plan of complete liquidation of the Company;
(iii) the sale or other disposition by either Diamondback (so long as Diamondback is an affiliate of the Company) or the Company of all or substantially all of its assets in one or more transactions to any Person other than an affiliate; or
(iv) so long as Diamondback is an affiliate of the Company and
(1) to the extent Indemnitee has entered into an indemnification agreement with Diamondback, a “Change of Control” as defined under such agreement occurs; or
(2) to the extent Indemnitee has not entered into an indemnification agreement with Diamondback, any of the following events occurs:
(A) the acquisition after the date of this Agreement by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 15% or more of either the then-outstanding shares of common stock of Diamondback (the “Outstanding Common Stock”) or the combined voting power of the then-outstanding voting securities of Diamondback entitled to vote generally in the election of directors of Diamondback (the “Outstanding Voting Securities”); provided, however, that none of the following acquisitions will constitute a Change of Control: (v) any acquisition directly from Diamondback or any Controlled Affiliate of Diamondback; (w) any acquisition by Diamondback or any Controlled Affiliate of Diamondback; (x) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Diamondback or any Controlled Affiliate of Diamondback; or (y) any acquisition by any entity or its security holders pursuant to a transaction that complies with clauses (i), (ii) and (iii) of Section 13(a)(v)(2)(C);
(B) individuals who, as of the date of this Agreement, constitute the board of directors of Diamondback (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the board of directors of Diamondback; provided, however, that any individual who becomes a director of Diamondback subsequent to the date of this Agreement and whose election or appointment by the board of directors of Diamondback or nomination for election by Diamondback’s stockholders was approved by a vote of at least a majority of the then Incumbent Directors will be considered as an Incumbent Director, unless such individual’s initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors of Diamondback or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than of Diamondback;
11


(C) the consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Diamondback or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Diamondback or an acquisition of assets or stock of another entity by Diamondback or any of its subsidiaries (each a “Business Combination”) unless, in each case, following such Business Combination (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including a corporation that, as a result of such Business Combination, owns Diamondback or all or substantially all of Diamondback’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no person or entity (excluding (a) any entity resulting from such Business Combination or (b) any employee benefit plan (or related trust) of Diamondback or the corporation resulting from such Business Combination) beneficially owns, directly or indirectly 15% or more of either the then- outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to such Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement, or of the action of the board of directors of Diamondback, providing for such Business Combination; or
(D) the approval by the stockholders of Diamondback of a complete liquidation or dissolution of Diamondback.
For the avoidance of doubt, Section 13(v)(2) shall be effective only to the extent Indemnitee has not entered into an indemnification agreement with Diamondback.
(b) “Company Status” describes the status of a person who is or was a director, officer, partner, trustee, member, employee, agent or fiduciary of the Company, the Partnership, as the Company’s predecessor, or the General Partner, or of any other corporation, partnership, joint venture, trust, limited liability company, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

(c) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other Enterprise, whether or not for profit, that is directly or indirectly controlled by Diamondback. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct, or
12


cause the direction of, the management or policies of an Enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise. For the purposes of this definition, “Enterprise” shall mean Diamondback and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of Diamondback as a director, officer, partner, trustee, member, employee, agent or fiduciary.
(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(e) “Enterprise” shall mean the Company (or, where the context requires, Diamondback) and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, manager, officer, partner, trustee, partner, member, employee, agent or fiduciary.
(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(g) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of public companies, fiduciary duties, indemnity matters and corporation, limited partnership and limited liability company law, and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(h) “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of Indemnitee’s Company Status, by reason of any action taken by him or of any inaction on his part while acting in Indemnitee’s Company Status; in each case whether
13


or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.
14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.
16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.
17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

To Indemnitee at:

14


To the Company at:
Viper Energy, Inc.
500 West Texas
Suite 100
Midland, Texas
Email: MZmigrosky@diamondbackenergy.com
Attention: P. Matt Zmigrosky, Executive Vice President, General Counsel and Secretary
or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
[SIGNATURE PAGE TO FOLLOW]

15


IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

VIPER ENERGY, Inc.
By:
Name:
Title:
INDEMNITEE
[________________________]
Amended and Restated Indemnification Agreement Signature Page
EX-10.7 4 viper202310-kxex107x2x22x24.htm EX-10.7 Document
Exhibit 10.7


Restricted Stock Unit Award (#) O-RSU24-___

VIPER ENERGY, INC.
AMENDED AND RESTATED 2014 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD CERTIFICATE
THIS IS TO CERTIFY that Viper Energy, Inc., a Delaware corporation (the Company), has granted you (Participant) time-based Restricted Stock Units under the Company’s Amended and Restated 2014 Long Term Incentive Plan (the Plan), as set forth below. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan.

Name of Participant:________________
Total Number of Restricted
Stock Units Granted:
_____________
Date of Grant:March 1, 2024
Vesting Schedule and
Payment/Settlement Dates:
Shares of Common Stock will vest on the Vesting Dates specified below and will be settled within 10 business days after each Vesting Date specified below (the date of such settlements, the “Payment/Settlement Dates”).
Vesting Date# Vested Shares
March 1, 2024_______
March 1, 2025_______
March 1, 2026_______

By your signature and the signature of the Company’s representative below, you and the Company agree to be bound by all of the terms and conditions of the Restricted Stock Unit Award Agreement attached hereto as Annex I, and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Unit rights granted pursuant to this Certificate and the related Restricted Stock Unit Award Agreement and to receive the Restricted Stock Units designated above subject to the terms of the Plan, this Certificate, and the Restricted Stock Unit Award Agreement.
In lieu of receiving documents in paper format, by signing below you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, without limitation, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via an electronic mail system of the Company or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agree that your electronic signature is the same as, and shall have the same force and effect as, your manual signature.
Viper Energy, Inc. Restricted Stock Unit Award Certificate



PARTICIPANT
VIPER ENERGY, INC.
By: _________________________________
By: _____________________________________
[Name]
Travis D. Stice, Chief Executive Officer
Dated: ________ ___, 2024
Dated: ________ ___, 2024
    Viper Energy, Inc. Restricted Stock Unit Award Certificate
Page 2

Annex I

VIPER ENERGY, INC.
AMENDED AND RESTATED 2014 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (this “Agreement”), is made and entered into on the execution date of the Restricted Stock Unit Award Certificate to which it is attached (the “Certificate”), by and between Viper Energy, Inc., a Delaware corporation (the “Company”), and the Participant named in the Certificate (“Participant”).
The Company is the successor to Viper Energy Partners LP (the “Partnership”) pursuant to the conversion from a Delaware limited partnership into a Delaware corporation completed on November 13, 2023 (the “Conversion”), which Conversion, together with the transactions contemplated thereby, including the amendment and restatement of the Partnership’s 2014 Long Term Incentive Plan (in effect immediately prior to the Conversion) to reflect the effects of the Conversion, was approved by the Board of Directors of the general partner of the Partnership prior to and in connection with the Conversion.
The Company, acting through its board of directors (the “Board”), has approved, adopted and ratified the Viper Energy, Inc. Amended and Restated 2014 Long Term Incentive Plan, as it may be amended from time to time (the “Plan”), which purpose is to, among other things, attract, retain and motivate certain directors, employees and officers of the Company and its Affiliates (collectively, the “Viper Entities”)
Pursuant to the Plan, the Committee has authorized the grant to Participant of the number of Restricted Stock Units set forth in the Certificate (the “Award”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan or in the Certificate, as applicable.
NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Basis for Award. This Award is made pursuant to Section 6(d) of the Plan for valid consideration provided to the Company by Participant. By Participant’s execution of the Certificate, Participant agrees to accept the Award rights granted pursuant to the Certificate and this Agreement, and to receive the Restricted Stock Units designated in the Certificate subject to the terms of the Plan, the Certificate, and this Agreement.
2.Restricted Stock Units Awarded.
2.1    The Company hereby grants to Participant the number of Restricted Stock Units set forth in the Certificate. Each Restricted Stock Unit represents a right to receive one share of Common Stock from the Company payable in accordance with Section 5 below and any Dividend Equivalents (as defined below) credited to Participant’s Restricted Stock Unit Account (as defined below) with respect to that share.
2.2    The Company will, in accordance with the Plan, establish and maintain an account (the “Restricted Stock Unit Account”) for Participant, and will credit such account for the number of Restricted Stock Units granted to Participant and any Dividend Equivalents as provided in Section 4 below. On any given date, the value of each Restricted Stock Unit will equal the Fair Market Value on such date of one share of Common Stock.
    Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement


3.Vesting.
3.1    The Restricted Stock Units will vest pursuant to the Vesting Schedule set forth in the Certificate. Except as otherwise provided in a severance plan participation agreement between Participant and the Company or an Affiliate (a “Severance Agreement”) or as provided in Sections 3.2, 3.3 or 3.4 below, if Participant ceases Continuous Service for any reason, Participant will immediately forfeit the unvested Restricted Stock Units and any securities, other property or amounts nominally credited to the Restricted Stock Unit Account, including any Dividend Equivalents credited to the Restricted Stock Unit Account that have not been settled or paid.
3.2    Except as otherwise provided in a Severance Agreement, in the event of a termination of Participant’s Continuous Service (as defined below) (a) by the Company or an Affiliate other than for Cause (as defined below) (and not as a result of Participant’s death or Disability (as defined below)) or (b) as a result of Participant’s resignation for Good Reason (as defined in the Diamondback Energy, Inc. (“Diamondback”) Amended and Restated Senior Management Severance Plan, as may be further amended or otherwise modified from time to time), in either case, upon the consummation of or within 24 months after the occurrence of a Change of Control, (an “Acceleration Event”), the unvested Restricted Stock Units, including any unpaid Dividend Equivalents credited to the Restricted Stock Unit Account, will vest immediately upon the occurrence of an Acceleration Event.
3.3    Except as otherwise provided in a Severance Agreement, upon a termination of Participant’s Continuous Service as a result of Participant’s death or Disability, the unvested Restricted Stock Units, including any unpaid Dividend Equivalents credited to the Restricted Stock Unit Account, will become 100% vested and will be settled and paid in full within 10 business days following the date of vesting.
3.4    To the extent that a Severance Agreement provides for acceleration of vesting of any or all unvested Restricted Stock Units on termination of Continuous Service that is more favorable to Participant than the provisions of this Agreement, such provisions are incorporated by reference in this Agreement.
3.5    For purposes of this Agreement, the following terms shall have the meanings set forth below:
3.5.1    “Cause” means (i) if Participant is a party to a severance plan participation agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, as defined therein and (ii) if no such agreement exists or Cause is not otherwise defined therein: (A) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate, (B) conduct tending to bring the Company into substantial public disgrace, or disrepute, (C) gross negligence or willful misconduct with respect to the Company or an Affiliate or (D) material violation of state or federal securities laws. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
3.5.2    “Continuous Service” means that Participant’s service with the Company or an Affiliate (including, without limitation, Diamondback and any of its subsidiaries), whether as an Employee, Director or Consultant, is not interrupted or terminated. Participant’s Continuous Service will not be deemed to have terminated merely because of a change in the capacity in which Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the entity for which Participant renders such service, so long as there is no interruption or termination of Participant’s Continuous Service. For example,
    Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 1


a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service will be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.
3.5.3    “Disability” means Participant’s inability to substantially perform Participant’s duties to the Company or any Affiliate by reason of a medically determinable physical or mental impairment that is expected to last for a period of six months or longer or to result in death. The Committee will determine whether Participant has a Disability under procedures established by the Committee, and the Committee may rely on any determination that Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which Participant participates.
4.Dividend Equivalents. If the Company pays any cash dividend on its outstanding Common Stock for which the record date occurs after the Date of Grant, the Administrator will credit the Restricted Stock Unit Account as of the dividend payment date in an amount equal to the amount of the dividend paid by the Company on a single Share multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date and that are vested but have not been settled under the payment terms of Section 5 (“Dividend Equivalents”). Except as otherwise provided in Section 3, Dividend Equivalents will vest and be paid to Participant on the dividend payment date if Participant is in Continuous Service or otherwise holds Restricted Stock Units that are vested but have not been settled on the dividend payment date declared by the Company.
5.Payment/Settlement. Subject to Participant’s satisfaction of the applicable withholding requirements pursuant to Section 7 hereof, the Company will settle the Award on the Payment/Settlement Date or Dates set forth in the Certificate by issuing to Participant one share of Common Stock for each Restricted Stock Unit payable on such Payment/Settlement Date (and upon such settlement, the Restricted Stock Units will cease to be credited to the Restricted Stock Unit Account). If the Certificate does not specify a Payment/Settlement Date, the applicable Payment/Settlement Date will be within 10 business days after each vesting date set forth in the Vesting Schedule. If an Acceleration Event occurs, the Payment/Settlement Date will be within 10 business days after the date the Acceleration Event occurs. The Committee will enter Participant’s name as a stockholder of record with respect to such shares of Common Stock on the books of the Company with respect to the shares of Common Stock issued on the applicable Payment/Settlement Date free of all restrictions hereunder, except for applicable federal and state securities law restrictions. Participant acknowledges and agrees that shares of Common Stock may be issued in electronic form as a book entry with the Company’s transfer agent and that no physical certificates need be issued. Any securities, other property or amounts nominally credited to the Restricted Stock Unit Account other than Restricted Stock Units will be paid in kind or, in the Committee’s discretion, in cash.
6.Compliance with Laws and Regulations. The issuance and transfer of shares of Common Stock on any Payment/Settlement Date will be subject to the Company’s and Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal, state, and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission, foreign securities regulatory authority, or any securities exchange to effect such compliance.

    Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 2


7.Tax Withholding.
7.1    As a condition to payment under Section 5 hereof, Participant agrees that on or before the Payment/Settlement Date or such other date as required by the Committee, Participant will pay to the Company any federal, state, or local taxes required by law to be withheld with respect to the Restricted Stock Units for which the restrictions lapse and any related securities, other property or amounts then nominally credited to the Restricted Stock Unit Account.
7.2    Participant acknowledges that the amounts due under this Section 7 will be paid to the Company by the Company retaining such number of shares of Common Stock that otherwise would have been delivered to Participant upon settlement having a Fair Market Value on the applicable Payment/Settlement Date equal to such amounts due under this Section 7, or such amounts may be paid, at Participant’s election, in cash or (to the extent any applicable insider trading policy, window or restriction does not prohibit Participant from engaging in a sale transaction) by tendering shares of Common Stock held by Participant to a broker selected by the Company for immediate sale and remittance of proceeds equal to the required withholding amount to the Company, including shares that otherwise would be issued and transferred to Participant as payment on the applicable Payment/Settlement Date, with a Fair Market Value on that Payment/Settlement Date that does not exceed the maximum statutory tax rates in the applicable jurisdictions (subject to Participant’s written request to withhold more than the minimum required tax withholding in the applicable jurisdictions), or a combination of cash and shares of Common Stock. If Participant fails to make such payments, the Company or its Affiliates will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes required by law to be withheld with respect to such payment. Dividend Equivalents credited to the Restricted Stock Unit Account will be subject to withholding at the time of payment.
8.Not Transferrable. Until Common Stock is issued on the applicable Payment/Settlement Date, the Restricted Stock Units, any related Dividend Equivalents credited to the Restricted Stock Unit Account and any related securities, other property or amounts nominally credited to the Restricted Stock Unit Account may not be sold, transferred, or otherwise disposed of, and may not be pledged or otherwise hypothecated other than by will or by the applicable laws of descent and distribution, provided that the Restricted Stock Units and any related Dividend Equivalents credited to the Restricted Stock Unit Account will remain subject to the terms of the Plan, the Certificate and this Agreement.
9.No Right to Continued Service. Nothing in this Agreement or in the Plan imposes or may be deemed to impose, by implication or otherwise, any limitation on any right of the Company or any Affiliate to terminate Participant’s Continuous Service at any time.
10.Participant’s Representations, Warranties and Acknowledgements. Participant represents and warrants to the Company that Participant has received a copy of the Plan, has read and understands the terms of the Plan, the Certificate, and this Agreement, and agrees to be bound by their terms and conditions. Participant acknowledges and agrees that the transactions contemplated by the Agreement and Plan of Merger, dated as of February 11, 2024, by and among Diamondback, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC, and Endeavor Parent, LLC will not constitute a Change of Control for purposes of this Award or any other Award granted to Participant under the Plan. Participant further acknowledges that there may be tax consequences upon the payment of the Restricted Stock Units, disposition of any shares of Common Stock received on a Payment/Settlement Date or payment of any Dividend Equivalents credited to the Restricted Stock Unit Account, and that Participant should consult a tax advisor before such time. Participant agrees to sign such additional documentation as the Company may reasonably require from time to time. Participant
    Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 3


acknowledges that he or she is aware that copies of the Plan and the Company’s financial statements and information filed by the Company with the SEC are available upon request to the Company, at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or by visiting the SEC Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
11.No Interest in Company Assets. All amounts nominally credited to Participant’s Restricted Stock Unit Account under this Agreement will continue for all purposes to be part of the general assets of the Company. Participant’s interest in the Restricted Stock Unit Account will make Participant only a general, unsecured creditor of the Company.
12.No Stockholder Rights before Delivery. Participant will not have any right, title, or interest in, or be entitled to vote or to receive distributions in respect of, or otherwise be considered the owner of, any of the shares of Common Stock covered by the Restricted Stock Units until the Payment/Settlement Dates specified in the Certificate at which such shares of Common Stock are issued pursuant to Section 5 hereof.
13.Modification. The Agreement may not be amended or otherwise modified except in writing signed by both parties; provided, however, that the Company may unilaterally correct mathematical and typographical errors, and the number of Restricted Stock Units granted hereunder may be amended to reflect the correction of such errors.
14.Interpretation. Any dispute regarding the interpretation of this Agreement must be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on the Company and Participant.
15.Entire Agreement. The Plan and the Certificate are incorporated herein by reference. This Agreement, the Certificate, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. If any inconsistency or conflict exists between the terms and conditions of this Agreement, the Certificate and the Plan, the Plan will govern.
16.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will bind and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement is binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors, and assigns.
17.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
    Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 4


EXHIBIT A
Viper Energy, Inc. Amended and Restated 2014 Long Term Incentive Plan

    
EX-10.8 5 viper202310-kxex108x2x22x24.htm EX-10.8 Document
Exhibit 10.8
Restricted Stock Unit Award (#) O-PSU24-___
VIPER ENERGY, INC.
AMENDED AND RESTATED 2014 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD CERTIFICATE
THIS IS TO CERTIFY that Viper Energy, Inc., a Delaware corporation (the Company), has granted you (Participant) performance-based Restricted Stock Units (this “Performance Award”) under the Company’s Amended and Restated 2014 Long Term Incentive Incentive Plan (the Plan), as set forth below. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan.

Name of Participant:
____________________
Target Number of
Restricted Stock Units
Granted:


________
Date of Grant:March 1, 2024
Payment/Settlement
Dates:
Fully vested Restricted Stock Units will be settled by the payment of shares of Common Stock within 10 business days after the date on which the Committee has made the certification required under Section 6(i)(iii) of the Plan with respect to the performance goals applicable to such Restricted Stock Units (which in any event will be no later than March 15 of the calendar year following the calendar year in which the Performance Period ends).
Performance Period:January 1, 2024 through December 31, 2026
Performance Vesting
Goals and Schedule:
The actual number of Restricted Stock Units with respect to which Participant will be entitled to receive shares of Common Stock will equal the product of (i) the Target Grant Vesting Percentage, multiplied by (ii) the Target Number of Restricted Stock Units Granted, multiplied by (iii) the Absolute TSR Modifier (as defined in Annex I attached hereto). The Target Grant Vesting Percentage will be determined based on the attainment of (i) Continuous Service through the last day of the Performance Period, and (ii) achieving the Relative Total Stockholder Return Percentile (as defined in Annex I attached hereto) and Company’s Absolute Total Stockholder Return performance goals set forth below:
Viper Energy, Inc. Restricted Stock Unit Award Certificate


Relative Total Stockholder Return
Percentile
Target Grant Vesting
Percentage1
Below 25th Percentile of Peer Group
0% of Target
Between 25th Percentile of Peer Group
and up to but less than 75th Percentile
Straight line interpolation
between 50% and 150% of Target
At or above 75th Percentile of Peer Group
200% of Target
Company’s Absolute Total
Stockholder Return
Absolute TSR Modifier
Below 0%
0.75
Between 0% to 15%
1
Above 15%
1.25

By your signature and the signature of the Company’s representative below, you and the Company agree to be bound by all of the terms and conditions of the Restricted Stock Unit Award Agreement attached hereto as Annex II, and the Plan (both incorporated herein by this reference as if set forth in full in this document). By executing this Certificate, you hereby irrevocably elect to accept the Restricted Stock Unit rights granted pursuant to this Certificate and the related Restricted Stock Unit Award Agreement and to receive the Restricted Stock Units designated above subject to the terms of the Plan, this Certificate, and the Restricted Stock Unit Award Agreement.
In lieu of receiving documents in paper format, by signing below you agree, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, without limitation, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be via an electronic mail system of the Company or by reference to a location on a Company intranet to which you have access. You hereby consent to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agree that your electronic signature is the same as, and shall have the same force and effect as, your manual signature.

1 Target Grant Vesting Percentage is expressed as a percentage of the Target Number of Restricted Stock Units Granted and, after being adjusted by the Absolute TSR Modifier, may result in a settlement that is in excess of the Target Number of Restricted Stock Units Granted, up to a maximum grant equal to 250% of the Target Number of Restricted Stock Units Granted. The Target Grant Vesting Percentage applicable to Restricted Stock Units earned based on Relative Total Stockholder Return Percentile criteria will be interpolated on a straight line basis between 50% and 150% if actual performance is at or above the 25th percentile but less than the 75th percentile.
Viper Energy, Inc. Restricted Stock Unit Award Certificate



PARTICIPANT
VIPER ENERGY, INC.
By: _________________________________By: ______________________________________
[Name]
Travis D. Stice, Chief Executive Officer
Dated: March __, 2024
Dated: March __, 2024
Viper Energy, Inc. Restricted Stock Unit Award Certificate

Annex I
Definition of “Relative Total Stockholder Return Percentile”

For purposes of this Performance Award, “Relative Total Stockholder Return Percentile” means for the Performance Period, the Total Stockholder Return (as defined below) of the Company in comparison to the Total Stockholder Return for each of the companies comprising the Peer Group (as defined below). How the Company’s Total Stockholder Return ranks by percentile relative to the Total Stockholder Return of the other Peer Group companies determines whether the Restricted Stock Unit Target Award vests and how many shares of Common Stock are paid out, as set forth in this Performance Award.
The Company’s percentile ranking among the Peer Group Total Stockholder Return is calculated by ranking the Company’s Total Stockholder Return as part of the Total Stockholder Return for the Peer Group as a whole.
Total Stockholder Return” for the Company and each member of the Peer Group is determined over a particular measurement period by: dividing (1) the sum of (a) the cumulative value of dividends received during the measurement period, assuming reinvestment, plus (b) the difference between the average share price for the five trading days ending with the last day of the Performance Period compared to the average share price for the five trading days ending immediately prior to the beginning of the Performance Period; by (2) the average share price for the five trading days ending immediately prior to the beginning of the Performance Period. For this purpose, we assume dividends are reinvested in stock at market prices at approximately the same time actual dividends are paid. Stockholder return is quoted on an annualized basis. This is expressed as a compound annual growth rate percentage calculated as TSR = (Pe – Pb + Dividends)/Pb where:
Pb = average share price for the month of December 2023;
Pe = average share price for the month of December 2026,
Dividends = dividends paid over the Performance Period; and
TSR = Total Stockholder Return.
The Company’s “Peer Group” consists of the following members:
[(a)    each of the following companies: Dorchester Minerals LP (DMLP); Kimbell Royalty Partners LP (KRP); Sitio Royalties Corp (STR); Black Stone Minerals LP (BSM); Texas Pacific Land Corp (TPL); SM Energy Co. (SM); Northern Oil and Gas Inc. (NOG); Civitas Resources Inc. (CIVI); Matador Resources Co. (MTDR);
(b)    the SPDR S&P Oil & Gas Exploration & Production ETF Index (XOP); and
(c)    the S&P 500 Index (SPX).
If during the Performance Period a member of the Company’s Peer Group publicly announces it has entered into a definitive agreement with respect to an acquisition transaction and subsequent to the consummation of such transaction such peer ceases to be a publicly traded company, then (subject to the Committee’s right as administrator of the Plan to exercise discretion to make any appropriate further adjustments taking into account all relevant information at the time) the Total Stockholder Return for such peer shall be calculated such that “Pe” in the formula above shall equal the closing share price for such peer on the date such peer
    
Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement


first publicly announces such transaction (or the date immediately following such date if such transaction is announced after market).

Definition of “Absolute TSR Modifier”
For purposes of this Performance Award, “Absolute TSR Modifier” means the percentage determined for the Performance Period as specified in the schedule set forth above based on the Company’s absolute Total Stockholder Return for the Performance Period.


    Annex I
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 2

Annex II
VIPER ENERGY, INC.
AMENDED AND RESTATED 2014 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (this “Agreement”), is made and entered into on the execution date of the Restricted Stock Unit Award Certificate to which it is attached (the “Certificate”), by and between Viper Energy, Inc., a Delaware corporation (the “Company”), and the Participant named in the Certificate (“Participant”).
The Company is the successor to Viper Energy Partners LP (the “Partnership”) pursuant to its conversion from a Delaware limited partnership into a Delaware corporation completed on November 13, 2023 (the “Conversion”), which Conversion, together with the transactions contemplated thereby, including the amendment and restatement of the Partnership’s 2014 Long Term Incentive Plan (in effect immediately prior to the Conversion) to reflect the effects of the Conversion, was approved by the Board of Directors of the general partner of the Partnership prior to and in connection with the Conversion.
The Company, acting through its board of directors (the “Board”), has approved, adopted and ratified the Viper Energy, Inc. Amended and Restated 2014 Long Term Incentive Plan, as it may be amended from time to time (the “Plan”), which purpose is to, among other things, attract, retain and motivate certain directors, employees and officers of the Company and its Affiliates (collectively, the “Viper Entities”)
Pursuant to the Plan, the Committee has authorized the grant to Participant of the number of Restricted Stock Units set forth in the Certificate (the “Award”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan or in the Certificate, as applicable.
NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.    Basis for Award. This Award is made pursuant to Section 6(d) of the Plan for valid consideration provided to the Company by Participant. By Participant’s execution of the Certificate, Participant agrees to accept the Award rights granted pursuant to the Certificate and this Agreement, and to receive the Restricted Stock Units designated in the Certificate subject to the terms of the Plan, the Certificate and this Agreement.
2.    Restricted Stock Units Awarded.
2.1    The Company hereby grants to Participant the target number of Restricted Stock Units set forth in the Certificate. Each Restricted Stock Unit represents a right to receive one share of Common Stock from the Company payable in accordance with Section 5 below and any Dividend Equivalents (as defined below) credited to Participant’s Restricted Stock Unit Account (as defined below) with respect to that share; provided, however, that depending on the level attained with respect to the Performance Vesting Goals and Schedules set forth in the Certificate, the number of shares of Common Stock that may be earned hereunder may range from 0% to 250% of the target number of Restricted Stock Units.
2.2    The Company will, in accordance with the Plan, establish and maintain an account (the “Restricted Stock Unit Account”) for Participant, and will credit such account for the target number of Restricted Stock Units granted to Participant and any Dividend Equivalents
    
Annex II
Viper Energy, Inc. Restricted Stock Unit Award Agreement


as provided in Section 4 below. On any given date, the value of each Restricted Stock Unit will equal the Fair Market Value on such date of one share of Common Stock.
3.    Vesting.
3.1    The Restricted Stock Units will vest based on the Target Grant Vesting Percentage as adjusted by the Absolute TSR Modifier, in each case, as determined under the Performance Vesting Goals and Schedules set forth in the Certificate. Except as otherwise provided in a severance plan participation agreement between the Participant and the Company or an Affiliate (a “Severance Agreement”) or as provided in Sections 3.2, 3.3 or 3.4 below, if Participant ceases Continuous Service for any reason prior to the end of the Performance Period, Participant will immediately forfeit all the unvested Restricted Stock Units and any securities, other property or amounts nominally credited to the Restricted Stock Unit Account, including any Dividend Equivalents credited to the Restricted Stock Unit Account that have not been settled or paid.
3.2    Except as otherwise provided in a Severance Agreement, in the event of a termination of Participant’s Continuous Service (as defined below) (a) by the Company or an Affiliate other than for Cause (as defined below) (and not as a result of Participant’s death or Disability (as defined below)) or (b) Participant’s resignation for Good Reason (as defined in the Diamondback Energy, Inc. (“Diamondback”) Amended and Restated Senior Management Severance Plan, as may be further amended or otherwise modified from time to time), in either case, upon the consummation of or within 24 months after the occurrence of a Change of Control, (an “Acceleration Event”), the Relative Total Stockholder Return Percentile and Absolute TSR Modifier used to determine the number of Restricted Stock Units that will become vested on the Acceleration Event will be determined based on a Performance Period that ends on the last trading day of the month preceding the date the Change of Control is consummated (the “Accelerated Performance Period”). The Total Stockholder Return of each member of the Peer Group will be measured based on the reported closing stock price on the principal exchange on the last day of the Accelerated Performance Period, and the Total Stockholder Return of the Company will be measured on the last day of the Accelerated Performance Period based on the price per share payable to stockholders of the Company in connection with the Change in Control. The number of shares determined based on the Relative Total Stockholder Return Percentile for the Accelerated Performance Period, as adjusted by the Absolute TSR Modifier, including any unpaid Dividend Equivalents credited to the Restricted Stock Unit Account, will vest immediately upon the occurrence of such Acceleration Event.
3.3    Upon a termination of Participant’s Continuous Service as a result of Participant’s death or Disability, the Target Grant Vesting Percentage will be determined at the end of the Performance Period and the Restricted Stock Units, including any unpaid Dividend Equivalents credited to the Restricted Stock Unit Account, will be settled and paid at the same Payment/Settlement Date as if the Participant remained in Continuous Service through the end of the Performance Period.
3.4    To the extent that a Severance Agreement provides for acceleration of vesting of any or all unvested Restricted Stock Units on termination of Continuous Service that is more favorable to Participant than the provisions of this Agreement, such provisions are incorporated by reference in this Agreement.
3.5    For purposes of this Agreement, the following terms shall have the meanings set forth below:
3.5.1    Cause” means (i) if Participant is a party to a severance plan participation agreement with the Company or its Affiliates and such agreement provides for a definition of
    Annex II
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 2


Cause, as defined therein and (ii) if no such agreement exists or Cause is not otherwise defined therein: (A) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate, (B) conduct tending to bring the Company into substantial public disgrace, or disrepute, (C) gross negligence or willful misconduct with respect to the Company or an Affiliate or (D) material violation of state or federal securities laws. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.
3.5.2    Continuous Service” means that Participant’s service with the Company or an Affiliate (including, without limitation, Diamondback and any of its subsidiaries), whether as an Employee, Director or Consultant, is not interrupted or terminated. Participant’s Continuous Service will not be deemed to have terminated merely because of a change in the capacity in which Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the entity for which Participant renders such service, so long as there is no interruption or termination of Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service will be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.
3.5.3    Disability” means Participant’s inability to substantially perform Participant’s duties to the Company or any Affiliate by reason of a medically determinable physical or mental impairment that is expected to last for a period of six months or longer or to result in death. The Committee will determine whether Participant has a Disability under procedures established by the Committee, and the Committee may rely on any determination that Participant is disabled for purposes of benefits under any long-term disability plan maintained by the Company or any Affiliate in which Participant participates.
4.    Dividend Equivalents. If the Company pays any cash dividend on its outstanding Common Stock for which the record date occurs after the Date of Grant, the Committee will credit the Restricted Stock Unit Account as of the dividend payment date in an amount equal to the amount of the dividend paid by the Company on a single Share multiplied by the number of Restricted Stock Units under this Agreement that are unvested (based on the Target Number of Restricted Stock Units Granted) as of that record date and such number of Restricted Stock Units that are vested but have not been settled under the payment terms of Section 5 (“Dividend Equivalents”). Except as otherwise provided in Section 3, Dividend Equivalents will vest and be paid to the Participant on the dividend payment date if Participant is in Continuous Service or otherwise holds Restricted Stock Units that are vested but have not been settled on the dividend payment date declared by the Company.
5.    Payment/Settlement. Subject to Participant’s satisfaction of the applicable withholding requirements pursuant to Section 7 hereof, the Company will settle the Award on the Payment/Settlement Date or Dates set forth in the Certificate by issuing to Participant one share of Common Stock for each Restricted Stock Unit payable on such Payment/Settlement Date (and upon such settlement, the Restricted Stock Units will cease to be credited to the Restricted Stock Unit Account). If the Certificate does not specify a Payment/Settlement Date, the applicable Payment/Settlement Date will be the date within 10 business days after the Committee has made the certification required under Section 6(i)(iii) of the Plan with respect to the performance goals applicable to such Restricted Stock Units (which in any event will be no later than March 15 of the calendar year following the calendar year in which the Performance Period ends). If an Acceleration Event occurs, the Payment/Settlement Date will be within 10 business days after the date the Acceleration Event occurs. The Committee will enter Participant’s name as a
    Annex II
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 3


stockholder of record with respect to such shares of Common Stock on the books of the Company with respect to the shares of Common Stock issued on the applicable Payment/Settlement Date free of all restrictions hereunder, except for applicable federal and state securities law restrictions. Participant acknowledges and agrees that shares of Common Stock may be issued in electronic form as a book entry with the Company’s transfer agent and that no physical certificates need be issued. Any securities, other property or amounts nominally credited to the Restricted Stock Unit Account other than Restricted Stock Units will be paid in kind or, in the Committee’s discretion, in cash.
6.    Compliance with Laws and Regulations. The issuance and transfer of shares of Common Stock on any Payment/Settlement Date will be subject to the Company’s and Participant’s full compliance, to the satisfaction of the Company and its counsel, with all applicable requirements of federal, state, and foreign securities laws and with all applicable requirements of any securities exchange on which the Common Stock may be listed at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission, foreign securities regulatory authority, or any securities exchange to effect such compliance.
7.    Tax Withholding.
7.1    As a condition to payment under Section 5 hereof, Participant agrees that on or before the Payment/Settlement Date or such other date as required by the Committee, Participant will pay to the Company any federal, state, or local taxes required by law to be withheld with respect to the Restricted Stock Units for which the restrictions lapse and any related securities, other property or amounts then nominally credited to the Restricted Stock Unit Account.
7.2    Participant acknowledges that the amounts due under this Section 7 will be paid by the Company retaining such number of shares of Common Stock that otherwise would have been delivered to Participant upon settlement having a Fair Market Value on the applicable Payment/Settlement Date equal to such amounts due under this Section 7, or such amounts may be paid, at Participant’s election, in cash or (to the extent any applicable insider trading policy, window or restriction does not prohibit Participant from engaging in a sale transaction) by tendering shares of Common Stock held by Participant to a broker selected by the Company for immediate sale and remittance of proceeds equal to the required withholding amount to the Company, including shares that otherwise would be issued and transferred to Participant as payment on the applicable Payment/Settlement Date, with a Fair Market Value on that Payment/Settlement Date that does not exceed the maximum statutory tax rates in the applicable jurisdictions (subject to Participant’s written request to withhold more than the minimum required tax withholding in the applicable jurisdictions), or a combination of cash and shares of Common Stock. If Participant fails to make such payments, the Company or its Affiliates will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes required by law to be withheld with respect to such payment. Dividend Equivalents credited to the Restricted Stock Unit Account will be subject to withholding at the time of payment.
8.    Not Transferrable. Until Common Stock is issued on the applicable Payment/Settlement Date, the Restricted Stock Units, any related Dividend Equivalents credited to the Restricted Stock Unit Account and any related securities, other property or amounts nominally credited to the Restricted Stock Unit Account may not be sold, transferred, or otherwise disposed of, and may not be pledged or otherwise hypothecated other than by will or by the applicable laws of descent and distribution, provided that the Restricted Stock Units and any related Dividend Equivalents credited to the Restricted Stock Unit Account will remain subject to the terms of the Plan, the Certificate and this Agreement.
    Annex II
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 4


9.    No Right to Continued Service. Nothing in this Agreement or in the Plan imposes or may be deemed to impose, by implication or otherwise, any limitation on any right of the Company or any Affiliate to terminate Participant’s Continuous Service at any time.
10.    Participant’s Representations, Warranties and Acknowledgements. Participant represents and warrants to the Company that Participant has received a copy of the Plan, has read and understands the terms of the Plan, the Certificate and this Agreement and agrees to be bound by their terms and conditions. Participant acknowledges and agrees that the transactions contemplated by the Agreement and Plan of Merger, dated as of February 11, 2024, by and among Diamondback, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC, and Endeavor Parent, LLC will not constitute a Change of Control for purposes of this Award or any other Award granted to Participant under the Plan. Participant further acknowledges that there may be tax consequences upon the payment of the Restricted Stock Units, payment of any Dividend Equivalents credited to the Restricted Stock Unit Account or disposition of any shares of Common Stock received on a Payment/Settlement Date, and that Participant should consult a tax advisor before such time. Participant agrees to sign such additional documentation as the Company may reasonably require from time to time. Participant acknowledges that he or she is aware that copies of the Plan and the Company’s financial statements and information filed by the Company with the SEC are available upon request to the Company, at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 or by visiting the SEC Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
11.    No Interest in Company Assets. All amounts nominally credited to Participant’s Restricted Stock Unit Account under this Agreement will continue for all purposes to be part of the general assets of the Company. Participant’s interest in the Restricted Stock Unit Account will make Participant only a general, unsecured creditor of the Company.
12.    No Stockholder Rights before Delivery. Participant will not have any right, title, or interest in, or be entitled to vote or to receive distributions in respect of, or otherwise be considered the owner of, any of the shares of Common Stock covered by the Restricted Stock Units until the Payment/Settlement Dates specified in the Certificate at which such shares of Common Stock are issued pursuant to Section 5 hereof.
13.    Modification. The Agreement may not be amended or otherwise modified except in writing signed by both parties; provided, however, that the Company may unilaterally correct mathematical and typographical errors, and the number of Restricted Stock Units granted hereunder may be amended to reflect the correction of such errors.
14.    Interpretation. Any dispute regarding the interpretation of this Agreement must be submitted by Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on the Company and Participant.
15.    Entire Agreement. The Plan and the Certificate are incorporated herein by reference. This Agreement, the Certificate, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. If any inconsistency or conflict exists between the terms and conditions of this Agreement, the Certificate, and the Plan, the Plan will govern.
16.    Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will bind and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement is binding
    Annex II
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 5


upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors, and assigns.
17.    Clawback. Notwithstanding any provision in this Agreement to the contrary, if required by Listing Standard 5608 adopted by The Nasdaq Stock Market to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002 or by other applicable law or any Company policy in effect from time to time, the Award shall be conditioned on repayment or forfeiture in accordance with such applicable laws and/or Company policy. By accepting the Award, Participant consents to any such clawback, repayment or forfeiture condition.
18.    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law principles. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

    Annex II
Viper Energy, Inc. Restricted Stock Unit Award Agreement
Page 6


EXHIBIT A
Viper Energy, Inc. Amended and Restated 2014 Long Term Incentive Plan


EX-21.1 6 viper202310-kxex211.htm EX-21.1 Document

Exhibit 21.1
Viper Energy, Inc.
Subsidiaries of Registrant
Name of SubsidiaryJurisdiction of Incorporation
Viper Energy Partners LLCDelaware


EX-23.1 7 viper202310-kxex231.htm EX-23.1 Document

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 22, 2024, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Viper Energy, Inc. on Form 10-K for the year ended December 31, 2023. We consent to the incorporation by reference of said reports in the Registration Statements of Viper Energy, Inc. on Form S-3 ASR (File No. 333-275471) and Form S-8, as amended by Post-Effective Amendment No. 1 on Form S-8 POS (File No. 333-196971).

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 22, 2024


EX-23.2 8 viper202310-kxex232.htm EX-23.2 Document

Exhibit 23.2
CONSENT OF RYDER SCOTT COMPANY, L.P.

We have issued our summary report dated January 16, 2024 on the audit of estimated quantities of proved reserves, future production and income attributable to certain royalty interests of Viper Energy, Inc. (the “Company”), as of December 31, 2023. As independent oil and gas consultants, we hereby consent to the inclusion of our report and the information contained therein and information from our prior reserve reports referenced in this Annual Report on Form 10-K of the Company (this “Annual Report”) and to all references to our firm in this Annual Report. We hereby also consent to the incorporation by reference of such reports and the information contained therein in the Registration Statements of the Company on Form S-3 ASR (File No. 333-275471) and Form S-8, as amended by Post-Effective Amendment No. 1 on Form S-8 POS (File No. 333-196971).
/s/ Ryder Scott Company, L.P.
RYDER SCOTT COMPANY, L.P.
TBPELS Firm Registration No. F-1580

Houston, Texas
February 22, 2024



EX-31.1 9 viper202310-kxex311.htm EX-31.1 Document

EXHIBIT 31.1
CERTIFICATION
I, Travis D. Stice, certify that:
1.    I have reviewed this Annual Report on Form 10-K of Viper Energy, Inc. (the “registrant”).
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:February 22, 2024/s/ Travis D. Stice
Travis D. Stice
Chief Executive Officer
Viper Energy, Inc.


EX-31.2 10 viper202310-kxex312.htm EX-31.2 Document

EXHIBIT 31.2
CERTIFICATION
I, Teresa L. Dick, certify that:
1.    I have reviewed this Annual Report on Form 10-K of Viper Energy, Inc. (the “registrant”).
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:February 22, 2024/s/ Teresa L. Dick
Teresa L. Dick
Chief Financial Officer
Viper Energy, Inc.


EX-32.1 11 viper202310-kxex321.htm EX-32.1 Document

EXHIBIT 32.1
CERTIFICATION OF PERIOD REPORT
In connection with the Annual Report on Form 10-K of Viper Energy, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Travis D. Stice, Chief Executive Officer of Viper Energy, Inc., and Teresa L. Dick, Chief Financial Officer of Viper Energy, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:February 22, 2024/s/ Travis D. Stice
Travis D. Stice
Chief Executive Officer
Viper Energy, Inc.
Date:February 22, 2024/s/ Teresa L. Dick
Teresa L. Dick
Chief Financial Officer
Viper Energy, Inc.


EX-97.1 12 viper202310-kxex971x2x22x24.htm EX-97.1 Document
Exhibit 97.1
VIPER ENERGY, INC.
CLAWBACK POLICY
(Effective Date: December 1, 2023)
Purpose
Viper Energy, Inc. (the “Company”) is committed to conducting business with integrity, in accordance with high ethical standards and in compliance with all applicable laws, rules and regulations, including those regarding the presentation of the Company’s financial information to the public. As a result, the Board of Directors of the Company (the “Board”) has adopted this Clawback Policy (as amended from time to time, this “Policy”) effective as of the Effective Date set forth above.
Administration
This Policy shall be administered by the Board or, if so delegated by the Board, a committee of the Board designated for such purpose (the “Committee”), in which case references herein to the Board shall be deemed references to the Committee, and is intended to comply with, and as applicable to be administered and interpreted consistent with, and subject to the exceptions set forth in, Listing Standard 5608 adopted by the Nasdaq Stock Market to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”). Except as limited by law, the Board has full power, authority, and discretion to construe, interpret and apply this Policy. Any determinations made by the Board will be made in compliance with Rule 10D-1 and are final, conclusive and binding on all affected individuals.
The Board may amend, modify or terminate this Policy in whole or in part at any time in its sole discretion and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Recoupment of Incentive-Based Compensation
In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements.
If the Board determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the Board will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined without regard to
4863-8930-4469 v2


any taxes paid with respect to such compensation. The Company will maintain and will provide to the Nasdaq Stock Market documentation of all determinations and actions taken in complying with this Policy. Any determinations made by the Board under this Policy shall be final and binding on all affected individuals.
The Company may effect any recovery pursuant to this Policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Board determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Board determines that such recovery is impracticable, subject to and in accordance with any applicable exceptions under the Nasdaq Stock Market listing rules, and not required under Rule 10D-1, including if the Board determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts.
Definitions
Covered Executives” means any “officer” of the Company as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a financial reporting measure that was Received by a person (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation. A financial reporting measure is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the compensation is actually paid or awarded.
Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in this Policy, all as determined pursuant to Rule 10D-1, and any transition period of less than nine months that is within or immediately following such three fiscal years.
Not Exclusive
Any reimbursement or cancellation under this Policy is in addition to, and not in lieu of, any other remedies or rights that may be available to the Company, including (i) pursuant to the terms of any Company plan or policy or any agreement with the Covered Executive, (ii) disciplinary action up to and including termination, and (iii) institution of civil or criminal proceedings. Any right of recoupment under this Policy is in addition to, and is not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities. Notwithstanding the generality of the foregoing, to the extent that the requirements under the provisions of Section 304 of the Sarbanes-Oxley Act of 2002 are broader than the provisions in this Policy, the provisions of such law will apply to the Company’s Chief Executive Officer and Chief Financial Officer.

2


No Indemnification
The Company will not indemnify any Covered Executive against any loss pursuant to this Policy, nor will the Company pay or agree to pay any insurance premium to cover any loss hereunder.
3
EX-99.1 13 viper202310-kxex991x2x22x24.htm EX-99.1 Document


Exhibit 99.1







        
VIPER ENERGY, INC.





Estimated

Future Reserves and Income

Attributable to Certain

Royalty Interests





SEC Parameters





As of

December 31, 2023










/s/ Marsha E. Wellmann/s/ Raza Rizvi
Marsha E. Wellmann, P.E.Raza Rizvi
TBPELS License No. 116149Senior Petroleum Engineer
Senior Vice President
[SEAL]
RYDER SCOTT COMPANY, L.P.
TBPELS Firm Registration No. F-1580
RYDER SCOTT COMPANY PETROLEUM CONSULTANTS


image_1a.jpgimage_0a.jpg
TBPELS REGISTERED ENGINEERING FIRM F-1580
FAX (713) 651-0849
1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191
January 16, 2024


Viper Energy, Inc.
c/o Diamondback Energy, Inc.
500 West Texas, Suite 1210
Midland, Texas 79701


Ladies and Gentlemen:

At the request of Diamondback Energy, Inc. (Diamondback), Ryder Scott Company, L.P. (Ryder Scott) has conducted a reserves audit of the estimates of the proved reserves, future production and discounted future net income attributable to Viper Energy, Inc. (Viper), a subsidiary of Diamondback Energy, Inc., as of December 31, 2023, and prepared by Diamondback’s engineering and geological staff based on the definitions and disclosure guidelines of the United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations). Our reserves audit, completed on January 11, 2024 and presented herein, was prepared for public disclosure by Diamondback in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations. The estimated reserves and income data shown herein represent Diamondback’s estimated net reserves and income data attributable to the royalty interests in certain properties owned by Viper and the portion of those reserves and income data reviewed by Ryder Scott, as of December 31, 2023. The properties in which Viper owns an interest and reviewed by Ryder Scott are located in the states of New Mexico and Texas.

The properties reviewed by Ryder Scott represent 100 percent of Viper’s total net proved liquid hydrocarbon and gas reserves as of December 31, 2023.

    As prescribed by the Society of Petroleum Engineers in Paragraph 2.2(f) of the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (SPE auditing standards), a reserves audit is defined as “the process of reviewing certain of the pertinent facts interpreted and assumptions made that have resulted in an estimate of reserves and/or Reserves Information prepared by others and the rendering of an opinion about (1) the appropriateness of the methodologies employed; (2) the adequacy and quality of the data relied upon; (3) the depth and thoroughness of the reserves estimation process; (4) the classification of reserves appropriate to the relevant definitions used; and (5) the reasonableness of the estimated reserves quantities and/or Reserves Information.” Reserves Information may consist of various estimates pertaining to the extent and value of petroleum properties.

Based on our review, including the data, technical processes and interpretations presented by Diamondback, it is our opinion that the overall procedures and methodologies utilized by Diamondback in preparing their estimates of the proved reserves, future production and discounted future net income as of December 31, 2023 comply with the current SEC regulations and that the overall proved reserves, future production and discounted future net income for the reviewed properties as estimated by Diamondback are, in the aggregate, reasonable within the established audit tolerance guidelines of 10 percent as set forth in the SPE auditing standards.

    SUITE 2800, 350 7TH AVENUE, S.W.    CALGARY, ALBERTA T2P 3N9    TEL (403) 262-2799
    633 17TH STREET, SUITE 1700    DENVER, COLORADO 80202    TEL (303) 339-8110

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 2


The estimated reserves and future net income amounts presented in this report are related to hydrocarbon prices. Diamondback has informed us that in the preparation of their reserves and income projections, as of December 31, 2023, they used average prices during the 12-month period prior to the “as of date” of this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements, as required by the SEC regulations. Actual future prices may vary considerably from the prices required by SEC regulations. The reserves volumes and the income attributable thereto have a direct relationship to the hydrocarbon prices actually received; therefore, volumes of reserves actually recovered and amounts of income actually received may differ significantly from the estimated quantities presented in this report. The net reserves and net income data as estimated by Diamondback attributable to Viper's interest in properties that we reviewed are summarized below:


SEC PARAMETERS
Estimated Net Reserves and Income Data
Certain Leasehold and Royalty Interests of
Viper Energy, Inc.
As of December 31, 2023

Proved
DevelopedTotal
ProducingUndevelopedProved
Audited by Ryder Scott

Net Reserves
Oil/Condensate – MBBLS69,04320,86089,903
Plant Products – MBBLS37,4177,99945,416
Gas – MMCF221,46242,116263,578
MBOE143,37135,878179,249
Income Data ($M)
Future Gross Revenue$6,263,403$1,794,194$8,057,597
Deductions121,93735,883157,820
Future Net Income (FNI)$6,141,466$1,758,311$7,899,777
Discounted FNI @ 10%$2,754,492$ 867,708$3,622,200


Liquid hydrocarbons are expressed in standard 42 U.S. gallon barrels and shown herein as thousands of barrels (MBBLS). All gas volumes are reported on an “as sold basis” expressed in millions of cubic feet (MMCF) at the official temperature and pressure bases of the areas in which the gas reserves are located. The net reserves are also shown herein on an equivalent unit basis wherein natural gas is converted to oil equivalent using a factor of 6,000 cubic feet natural gas per one barrel of oil equivalent. MBOE means thousand barrels of oil equivalent. In this report, discounted future net income data are expressed as thousands of U.S. dollars ($M).

The future gross revenue is after the deduction of production taxes. Because the interests evaluated herein are royalty interests, the deductions include only ad valorem taxes, while the normal direct costs of operating the wells and development costs are used only to estimate economic lives. The future net income is before the deduction of state and federal income taxes and general administrative overhead, and has not been adjusted for outstanding loans that may exist nor does it include any adjustment for cash on hand or undistributed income.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 3


Reserves Included in This Report

In our opinion, the proved reserves presented in this report conform to the definition as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a). An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “PETROLEUM RESERVES DEFINITIONS” is included as an attachment to this report.

The various proved reserves status categories are defined in the attachment entitled “PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES” in this report.

Reserves are “estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.” All reserves estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made. The uncertainty depends primarily on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data. The relative degree of uncertainty may be conveyed by placing reserves into one of two principal categories, either proved or unproved. Unproved reserves are less certain to be recovered than proved reserves and may be further sub-categorized as probable and possible reserves to denote progressively increasing uncertainty in their recoverability. At Diamondback’s request, this report addresses only the proved reserves attributable to the properties reviewed herein.

Proved oil and gas reserves are “those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward.” The proved reserves included herein were estimated using deterministic methods. The SEC has defined reasonable certainty for proved reserves, when based on deterministic methods, as a “high degree of confidence that the quantities will be recovered.”

Proved reserves estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change. For proved reserves, the SEC states that “as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to the estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.” Moreover, estimates of proved reserves may be revised as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks. Therefore, the proved reserves included in this report are estimates only and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.


Audit Data, Methodology, Procedure and Assumptions

The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a). The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into three broad categories or methods: (1) performance-based methods; (2) volumetric-based methods; and (3) analogy. These methods may be used individually or in combination by the reserves evaluator in the process of estimating the quantities of reserves. Reserves evaluators must select the method or combination of methods which in their professional judgment is most appropriate given the nature and amount of reliable geoscience and engineering data available at the time of the estimate, the established or anticipated performance characteristics of the reservoir being evaluated and the stage of development or producing maturity of the property.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 4


In many cases, the analysis of the available geoscience and engineering data and the subsequent interpretation of this data may indicate a range of possible outcomes in an estimate, irrespective of the method selected by the evaluator. When a range in the quantity of reserves is identified, the evaluator must determine the uncertainty associated with the incremental quantities of the reserves. If the reserves quantities are estimated using the deterministic incremental approach, the uncertainty for each discrete incremental quantity of the reserves is addressed by the reserves category assigned by the evaluator. Therefore, it is the categorization of reserves quantities as proved, probable and/or possible that addresses the inherent uncertainty in the estimated quantities reported. For proved reserves, uncertainty is defined by the SEC as reasonable certainty wherein the “quantities actually recovered are much more likely to be achieved than not.” The SEC states that “probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.” The SEC states that “possible reserves are those additional reserves that are less certain to be recovered than probable reserves and the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves.” All quantities of reserves within the same reserves category must meet the SEC definitions as noted above.

Estimates of reserves quantities and their associated reserves categories may be revised in the future as additional geoscience or engineering data become available. Furthermore, estimates of reserves quantities and their associated reserves categories may also be revised due to other factors such as changes in economic conditions, results of future operations, effects of regulation by governmental agencies or geopolitical or economic risks as previously noted herein.

The reserves prepared by Diamondback for the properties that we reviewed were estimated by performance methods, analogy, or a combination of methods. In general, the reserves attributable to producing wells and/or reservoirs were estimated by performance methods. These performance methods include, but may not be limited to, decline curve analysis, which utilized extrapolations of historical production and pressure data available through December, 2023 in those cases where such data were considered to be definitive. The data used in these analyses were furnished to Ryder Scott by Diamondback or obtained from public data sources and were considered sufficient for the purpose thereof. In certain cases, producing reserves were estimated by analogy or a combination of methods. These methods were used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the estimates was considered to be inappropriate.

The reserves prepared by Diamondback attributable to the undeveloped status category that we reviewed were estimated by analogy.

To estimate economically producible proved oil and gas reserves and related future net cash flows, many factors and assumptions are considered including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates. Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined. While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may increase or decrease from those under existing economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in conducting this review.

As stated previously, proved reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined. To confirm that the proved reserves reviewed by us meet the SEC requirements to be economically producible, we have reviewed certain primary economic data utilized by Diamondback relating to hydrocarbon prices and costs as noted herein.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 5


The hydrocarbon prices furnished by Diamondback for the properties reviewed by us are based on SEC price parameters using the average prices during the 12-month period prior to the “as of date” of this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements. For hydrocarbon products sold under contract, the contract prices, including fixed and determinable escalations exclusive of inflation adjustments, were used until expiration of the contract. Upon contract expiration, the prices were adjusted to the 12-month unweighted arithmetic average as previously described.

The initial SEC hydrocarbon benchmark prices in effect on December 31, 2023 for the properties reviewed by us were determined using the 12-month average first-day-of-the-month benchmark prices appropriate to the geographic area where the hydrocarbons are sold. These benchmark prices are prior to the adjustments for differentials as described herein. The table below summarizes the “benchmark prices” and “price reference” used by Diamondback for the geographic area reviewed by us. In certain geographic areas, the price reference and benchmark prices may be defined by contractual arrangements.

The product prices that were actually used by Diamondback to determine the future gross revenue for each property reviewed by us reflect adjustments to the benchmark prices for gravity, quality, local conditions, and/or distance from market, referred to herein as “differentials.” The differentials used by Diamondback were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by Diamondback.

The table below summarizes Diamondback’s net volume weighted benchmark prices adjusted for differentials for the Viper properties reviewed by us and referred to herein as “average realized prices.” The average realized prices shown in the table below were determined from Diamondback’s estimate of the total future gross revenue before production taxes for the properties reviewed by us and Diamondback’s estimate of the total net reserves for the properties reviewed by us for the geographic area. The data shown in the table below is presented in accordance with SEC disclosure requirements for each of the geographic areas reviewed by us.


Geographic AreaProduct
Price
Reference
Average
Benchmark
Prices
Average Realized
Prices
North America
Oil/CondensateWTI Cushing$78.22/Bbl$77.93/Bbl
    United States
NGLsWTI Cushing$78.22/Bbl$23.79/Bbl
GasHenry Hub$2.637/MMBTU$1.54/Mcf


The effects of derivative instruments designated as price hedges of oil and gas quantities are not reflected in Diamondback’s individual property evaluations.

Accumulated gas production imbalances, if any, were not taken into account in the proved gas reserves estimates reviewed. The proved gas volumes presented herein do not include volumes of gas consumed in operations as reserves.

Because Viper is a royalty interest owner, no operating, development, or abandonment costs are shown in the detailed cash flow. However, these costs were incorporated into the economic evaluation to determine the commercially recoverable reserves reported herein.

Operating costs furnished by Diamondback are based on the operating expense reports of Diamondback and include only those costs directly applicable to the leases or wells for the properties reviewed by us. The operating costs include a portion of general and administrative costs allocated directly to the leases and wells. For operated properties, the operating costs include an appropriate
RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 6


level of corporate general administrative and overhead costs. The operating costs for non-operated properties include the COPAS overhead costs that are allocated directly to the leases and wells under terms of operating agreements. The operating costs furnished by Diamondback were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by Diamondback. No deduction was made for loan repayments, interest expenses, or exploration and development prepayments that were not charged directly to the leases or wells.

Development costs furnished by Diamondback are based on authorizations for expenditure for the proposed work or actual costs for similar projects. The development costs furnished by Diamondback were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by Diamondback.

The proved undeveloped reserves for the properties reviewed by us have been incorporated herein in accordance with Diamondback’s plans to develop these reserves as of December 31, 2023. The implementation of Diamondback’s development plans as presented to us is subject to the approval process adopted by Diamondback’s management. As the result of our inquiries during the course of our review, Diamondback has informed us that the development activities for the properties reviewed by us have been subjected to and received the internal approvals required by Diamondback’s management at the appropriate local, regional and/or corporate level. In addition to the internal approvals as noted, certain development activities may still be subject to specific partner AFE processes, Joint Operating Agreement (JOA) requirements or other administrative approvals external to Diamondback. Diamondback has provided written documentation supporting their commitment to proceed with the development activities as presented to us. Additionally, Diamondback has informed us that they are not aware of any legal, regulatory, or political obstacles that would significantly alter their plans. While these plans could change from those under existing economic conditions as of December 31, 2023, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.

Current costs used by Diamondback were held constant throughout the life of the properties.

Diamondback’s forecasts of future production rates are based on historical performance from wells currently on production. If no production decline trend has been established, future production rates were based on analog well performance and type-curves where appropriate. An estimated rate of decline was then applied until depletion of the reserves. If a decline trend has been established, this trend was used as the basis for estimating future production rates.

Test data and other related information were used by Diamondback to estimate the anticipated initial production rates for those wells or locations that are not currently producing. For reserves not yet on production, sales were estimated to commence at an anticipated date furnished by Diamondback. Wells or locations that are not currently producing may start producing earlier or later than anticipated in Diamondback’s estimates due to unforeseen factors causing a change in the timing to initiate production. Such factors may include delays due to weather, the availability of rigs, the sequence of drilling, completing and/or recompleting wells and/or constraints set by regulatory bodies.

The future production rates from wells currently on production or wells or locations that are not currently producing may be more or less than estimated because of changes including, but not limited to, reservoir performance, operating conditions related to surface facilities, compression and artificial lift, pipeline capacity and/or operating conditions, producing market demand and/or allowables or other constraints set by regulatory bodies.

Diamondback’s operations may be subject to various levels of governmental controls and regulations. These controls and regulations may include, but may not be limited to, matters relating to land tenure and leasing, the legal rights to produce hydrocarbons, drilling and production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time. Such changes in governmental regulations and policies may cause volumes of proved reserves actually recovered and amounts of proved income actually received to differ significantly from the estimated quantities.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 7


The estimates of proved reserves presented herein were based upon a review of the properties in which Viper owns an interest; however, we have not made any field examination of the properties. No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included by Diamondback for potential liabilities to restore and clean up damages, if any, caused by past operating practices.

Certain technical personnel of Diamondback are responsible for the preparation of reserves estimates on new properties and for the preparation of revised estimates, when necessary, on old properties. These personnel assembled the necessary data and maintained the data and workpapers in an orderly manner. We consulted with these technical personnel and had access to their workpapers and supporting data in the course of our audit.

Diamondback has informed us that they have furnished us all of the material accounts, records, geological and engineering data, and reports and other data required for this investigation. In performing our audit of Diamondback’s forecast of future proved production and income, we have relied upon data furnished by Diamondback with respect to property interests owned, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem and production taxes, development costs, development plans, certain abandonment costs, product prices based on the SEC regulations, adjustments or differentials to product prices, geological structural and isochore maps, well logs, and pressure measurements. Ryder Scott reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data furnished by Diamondback. We consider the factual data furnished to us by Diamondback to be appropriate and sufficient for the purpose of our review of Diamondback’s estimates of reserves and future net income. In summary, we consider the assumptions, data, methods and analytical procedures used by Diamondback and as reviewed by us appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate under the circumstances to render the conclusions set forth herein.


Audit Opinion

Based on our review, including the data, technical processes and interpretations presented by Diamondback, it is our opinion that the overall procedures and methodologies utilized by Diamondback in preparing estimates of Viper’s proved reserves, future production and discounted future net income as of December 31, 2023 comply with the current SEC regulations and that the overall proved reserves, future production and discounted future net income for the reviewed properties as estimated by Diamondback are, in the aggregate, reasonable within the established audit tolerance guidelines of 10 percent as set forth in the SPE auditing standards. Ryder Scott found the processes and controls used by Diamondback in their estimation of Viper’s proved reserves to be effective and, in the aggregate, we found no bias in the utilization and analysis of data in estimates for these properties.

We were in reasonable agreement with Diamondback’s estimates of Viper’s proved reserves, future production and discounted future net income for the properties which we reviewed; although in certain cases there was more than an acceptable variance between Diamondback’s estimates and our estimates due to a difference in interpretation of data or due to our having access to data which were not available to Diamondback when its reserves estimates were prepared. However notwithstanding, it is our opinion that on an aggregate basis the data presented herein for the properties that we reviewed fairly reflects the estimated net reserves, future production and discounted future net income owned by Viper.


Standards of Independence and Professional Qualification

Ryder Scott is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1937. Ryder Scott is employee-owned and maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada. We have approximately eighty engineers and geoscientists on our permanent staff. By virtue of the size of our firm and the large number of clients for which we provide services, no single client or job represents a material portion of our annual revenue. We do not serve as officers or directors of any privately-owned
RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 8


or publicly-traded oil and gas company and are separate and independent from the operating and investment decision-making process of our clients. This allows us to bring the highest level of independence and objectivity to each engagement for our services.

Ryder Scott actively participates in industry-related professional societies and organizes an annual public forum focused on the subject of reserves evaluations and SEC regulations. Many of our staff have authored or co-authored technical papers on the subject of reserves related topics. We encourage our staff to maintain and enhance their professional skills by actively participating in ongoing continuing education.

Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and geoscientists receive professional accreditation in the form of a registered or certified professional engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent thereof, from an appropriate governmental authority or a recognized self-regulating professional organization. Regulating agencies require that, in order to maintain active status, a certain amount of continuing education hours be completed annually, including an hour of ethics training. Ryder Scott fully supports this technical and ethics training with our internal requirement mentioned above.

We are independent petroleum engineers with respect to Diamondback and Viper. Neither we nor any of our employees have any financial interest in the subject properties, and neither the employment to do this work nor the compensation is contingent on our estimates of reserves for the properties which were reviewed.

The results of this audit, presented herein, are based on technical analyses conducted by teams of geoscientists and engineers from Ryder Scott. The professional qualifications of the undersigned, the technical person primarily responsible for overseeing, reviewing and approving the review of the reserves information discussed in this report, are included as an attachment to this letter.


Terms of Usage

The results of our third party audit, presented in report form herein, were prepared in accordance with the disclosure requirements set forth in the SEC regulations and intended for public disclosure as an exhibit in filings made with the SEC by Diamondback.
    
Diamondback makes periodic filings on Form 10-K with the SEC under the 1934 Exchange Act. Furthermore, Diamondback has certain registration statements filed with the SEC under the 1933 Securities Act into which any subsequently filed Form 10-K is incorporated by reference. We have consented to the incorporation by reference in the registration statements on Form S-3 of Diamondback, of the references to our name, as well as to the references to our third party report for Diamondback, which appears in the December 31, 2023 annual report on Form 10-K of Diamondback. Our written consent for such use is included as a separate exhibit to the filings made with the SEC by Diamondback.

We have provided Diamondback with a digital version of the original signed copy retained in our files. In the event there are any differences between the digital version included in filings made by Diamondback and the original signed copy in our files, the original signed file copy shall control and supersede.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

Diamondback Energy, Inc.-Viper Energy Partners, LP (FANG)
January 16, 2024
Page 9


The data and work papers used in the preparation of this report are available for examination by authorized parties in our offices. Please contact us if we can be of further service.

        

Very truly yours,
RYDER SCOTT COMPANY, L.P.
TBPELS Firm Registration No. F-1580
/s/ Marsha E. Wellmann
Marsha E. Wellmann, P.E.
TBPELS License No. 116149
Senior Vice President
[SEAL]
/s/ Raza Rizvi
Raza Rizvi
Senior Petroleum Engineer
MEW-RR (LPC)/pl
RYDER SCOTT COMPANY PETROLEUM CONSULTANTS










Professional Qualifications of Primary Technical Person

The conclusions presented in this report are the result of technical analysis conducted by teams of geoscientists and engineers from Ryder Scott Company, L.P. Ms. Marsha E. Wellmann was the primary technical person responsible for overseeing the estimate of the reserves, future production and income prepared by Ryder Scott presented herein.

Ms. Wellmann, an employee of Ryder Scott Company L.P. (Ryder Scott) since 2012, is a Senior Vice President responsible for coordinating and supervising staff and consulting engineers of the company in ongoing reservoir evaluation studies throughout North America and the Gulf of Mexico. Before joining Ryder Scott, Ms. Wellmann served in a number of engineering positions. For more information regarding Ms. Wellmann geographic and job specific experience, please refer to the Ryder Scott Company website at www.ryderscott.com/Company/Employees.

Ms. Wellmann earned a Bachelor of Science degree in Petroleum Engineering and a Business Foundations Certificate from The University of Texas at Austin in 2002 and is a registered Professional Engineer in the State of Texas. She is also a member of the Society of Petroleum Engineers.

In addition to gaining experience and competency through prior work experience, the Texas Board of Professional Engineers requires a minimum of fifteen hours of continuing education annually, including at least one hour in the area of professional ethics, which Ms. Wellmann fulfills. As part of her 2023 continuing education hours, Ms. Wellmann attended 42 hours of formalized training including various professional society presentations covering such topics as the definitions and disclosure guidelines contained in the United States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register, the SPE/WPC/AAPG/SPEE Petroleum Resources Management System, reservoir engineering, geoscience and petroleum economics evaluation methods, procedures and software and ethics for consultants.

Based on her educational background, professional training and more than 15 years of practical experience in the estimation and evaluation of petroleum reserves, Ms. Wellmann has attained the professional qualifications as a Reserves Estimator set forth in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers as of June 2019.


RYDER SCOTT COMPANY PETROLEUM CONSULTANTS



PETROLEUM RESERVES DEFINITIONS

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)


PREAMBLE

On January 14, 2009, the United States Securities and Exchange Commission (SEC) published the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives and Records Administration (NARA). The “Modernization of Oil and Gas Reporting; Final Rule” includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry Guide 2 in Regulation S-K. The “Modernization of Oil and Gas Reporting; Final Rule”, including all references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC regulations”. The SEC regulations take effect for all filings made with the United States Securities and Exchange Commission as of December 31, 2009, or after January 1, 2010. Reference should be made to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) for the complete definitions (direct passages excerpted in part or wholly from the aforementioned SEC document are denoted in italics herein).

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made. The uncertainty depends primarily on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data. The relative degree of uncertainty may be conveyed by placing reserves into one of two principal categories, either proved or unproved. Unproved reserves are less certain to be recovered than proved reserves and may be further sub-categorized as probable and possible reserves to denote progressively increasing uncertainty in their recoverability. Under the SEC regulations as of December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quantities of probable or possible oil and gas reserves in documents publicly filed with the SEC. The SEC regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and any estimated values of such resources in any document publicly filed with the SEC unless such information is required to be disclosed in the document by foreign or state law as noted in §229.1202 Instruction to Item 1202.

Reserves estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change.

Reserves may be attributed to either natural energy or improved recovery methods. Improved recovery methods include all methods for supplementing natural energy or altering natural forces in the reservoir to increase ultimate recovery. Examples of such methods are pressure maintenance, natural gas cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible displacement fluids. Other improved recovery methods may be developed in the future as petroleum technology continues to evolve.

Reserves may be attributed to either conventional or unconventional petroleum accumulations. Petroleum accumulations are considered as either conventional or unconventional based on the nature of their in-place characteristics, extraction method applied, or degree of processing prior to sale. Examples of unconventional petroleum accumulations include coalbed or coalseam methane (CBM/CSM), basin-centered gas, shale gas, gas hydrates, natural bitumen and oil shale deposits. These unconventional accumulations may require specialized extraction technology and/or significant processing prior to sale.

Reserves do not include quantities of petroleum being held in inventory.

Because of the differences in uncertainty, caution should be exercised when aggregating quantities of petroleum from different reserves categories.
RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

PETROLEUM RESERVES DEFINITIONS
Page 2


RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(26) defines reserves as follows:

Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as 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 of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).


PROVED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(22) defines proved oil and gas reserves as follows:

Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) 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 gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

PETROLEUM RESERVES DEFINITIONS
Page 3


(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-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 month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.





RYDER SCOTT COMPANY PETROLEUM CONSULTANTS






PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)

and

2018 PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)
Sponsored and Approved by:
SOCIETY OF PETROLEUM ENGINEERS (SPE)
WORLD PETROLEUM COUNCIL (WPC)
AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)
SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)
SOCIETY OF EXPLORATION GEOPHYSICISTS (SEG)
SOCIETY OF PETROPHYSICISTS AND WELL LOG ANALYSTS (SPWLA)
EUROPEAN ASSOCIATION OF GEOSCIENTISTS & ENGINEERS (EAGE)


Reserves status categories define the development and producing status of wells and reservoirs. Reference should be made to Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) and the SPE-PRMS as the following reserves status definitions are based on excerpts from the original documents (direct passages excerpted from the aforementioned SEC and SPE-PRMS documents are denoted in italics herein).


DEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(6) defines developed oil and gas reserves as follows:

Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Developed Producing (SPE-PRMS Definitions)

While not a requirement for disclosure under the SEC regulations, developed oil and gas reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as Producing or Non-Producing.

Developed Producing Reserves
Developed Producing Reserves are expected quantities to be recovered from completion intervals that are open and producing at the effective date of the estimate.

Improved recovery reserves are considered producing only after the improved recovery project is in operation.

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS

PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES
Page 2


Developed Non-Producing
Developed Non-Producing Reserves include shut-in and behind-pipe Reserves.

Shut-In
Shut-in Reserves are expected to be recovered from:
(1)completion intervals that are open at the time of the estimate but which have not yet started producing;
(2)wells which were shut-in for market conditions or pipeline connections; or
(3)wells not capable of production for mechanical reasons.

Behind-Pipe
Behind-pipe Reserves are expected to be recovered from zones in existing wells that will require additional completion work or future re-completion before start of production with minor cost to access these reserves.

In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


UNDEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(31) defines undeveloped oil and gas reserves as follows:

Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.




RYDER SCOTT COMPANY PETROLEUM CONSULTANTS
EX-101.SCH 14 vnom-20231231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 0000002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 0000003 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 0000004 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000005 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 0000006 - Statement - Statement of Consolidated Stockholders’ Equity link:presentationLink link:calculationLink link:definitionLink 0000007 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 0000008 - Disclosure - ORGANIZATION AND BASIS OF PRESENTATION link:presentationLink link:calculationLink link:definitionLink 0000009 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 0000010 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS link:presentationLink link:calculationLink link:definitionLink 0000011 - Disclosure - ACQUISITIONS AND DIVESTITURES link:presentationLink link:calculationLink link:definitionLink 0000012 - Disclosure - OIL AND NATURAL GAS INTERESTS link:presentationLink link:calculationLink link:definitionLink 0000013 - Disclosure - DEBT link:presentationLink link:calculationLink link:definitionLink 0000014 - Disclosure - STOCKHOLDERS’ EQUITY link:presentationLink link:calculationLink link:definitionLink 0000015 - Disclosure - EARNINGS PER COMMON SHARE link:presentationLink link:calculationLink link:definitionLink 0000016 - Disclosure - INCOME TAXES link:presentationLink link:calculationLink link:definitionLink 0000017 - Disclosure - DERIVATIVES link:presentationLink link:calculationLink link:definitionLink 0000018 - Disclosure - FAIR VALUE MEASUREMENTS link:presentationLink link:calculationLink link:definitionLink 0000019 - Disclosure - COMMITMENTS AND CONTINGENCIES link:presentationLink link:calculationLink link:definitionLink 0000020 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 0000021 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) link:presentationLink link:calculationLink link:definitionLink 9954471 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 9954472 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 9954473 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) link:presentationLink link:calculationLink link:definitionLink 9954474 - Disclosure - Oil and Natural Gas Interests (Tables) link:presentationLink link:calculationLink link:definitionLink 9954475 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 9954476 - Disclosure - STOCKHOLDERS’ EQUITY (Tables) link:presentationLink link:calculationLink link:definitionLink 9954477 - Disclosure - EARNINGS PER COMMON SHARE (Tables) link:presentationLink link:calculationLink link:definitionLink 9954478 - Disclosure - INCOME TAXES (Tables) link:presentationLink link:calculationLink link:definitionLink 9954479 - Disclosure - DERIVATIVES (Tables) link:presentationLink link:calculationLink link:definitionLink 9954480 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 9954481 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) (Tables) link:presentationLink link:calculationLink link:definitionLink 9954482 - Disclosure - ORGANIZATION AND BASIS OF PRESENTATION (Details) link:presentationLink link:calculationLink link:definitionLink 9954483 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Oil and Natural Gas Properties, and Debt Issuance Costs (Details) link:presentationLink link:calculationLink link:definitionLink 9954484 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 9954485 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 9954486 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details) link:presentationLink link:calculationLink link:definitionLink 9954487 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 9954488 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) link:presentationLink link:calculationLink link:definitionLink 9954489 - Disclosure - ACQUISITIONS AND DIVESTITURES - Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 9954490 - Disclosure - ACQUISITIONS AND DIVESTITURES - Divestitures (Details) link:presentationLink link:calculationLink link:definitionLink 9954491 - Disclosure - OIL AND NATURAL GAS INTERESTS (Details) link:presentationLink link:calculationLink link:definitionLink 9954492 - Disclosure - DEBT - Schedule of Debt (Details) link:presentationLink link:calculationLink link:definitionLink 9954493 - Disclosure - DEBT - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954494 - Disclosure - DEBT - Financial Covenants (Details) link:presentationLink link:calculationLink link:definitionLink 9954495 - Disclosure - DEBT - Interest Expense (Details) link:presentationLink link:calculationLink link:definitionLink 9954496 - Disclosure - STOCKHOLDERS’ EQUITY - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954497 - Disclosure - STOCKHOLDERS’ EQUITY - Ownership Interest in Subsidiary Changes (Details) link:presentationLink link:calculationLink link:definitionLink 9954498 - Disclosure - STOCKHOLDERS’ EQUITY - Schedule of Cash Distributions (Details) link:presentationLink link:calculationLink link:definitionLink 9954499 - Disclosure - EARNINGS PER COMMON SHARE (Details) link:presentationLink link:calculationLink link:definitionLink 9954500 - Disclosure - INCOME TAXES - Components of Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 9954501 - Disclosure - INCOME TAXES - Reconciliation of Statutory Federal Income tax (Details) link:presentationLink link:calculationLink link:definitionLink 9954502 - Disclosure - INCOME TAXES - Deferred Tax Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 9954503 - Disclosure - INCOME TAXES - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954504 - Disclosure - DERIVATIVES - Open Derivative Positions (Details) link:presentationLink link:calculationLink link:definitionLink 9954505 - Disclosure - DERIVATIVES - Gains and Losses on Derivative Instruments Included in Statement of Operations (Details) link:presentationLink link:calculationLink link:definitionLink 9954506 - Disclosure - FAIR VALUE MEASUREMENTS - Recurring Measurements (Details) link:presentationLink link:calculationLink link:definitionLink 9954507 - Disclosure - FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 9954508 - Disclosure - SUBSEQUENT EVENTS (Details) link:presentationLink link:calculationLink link:definitionLink 9954509 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details) link:presentationLink link:calculationLink link:definitionLink 9954510 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Costs Incurred in Crude Oil and Natural Gas Activities (Details) link:presentationLink link:calculationLink link:definitionLink 9954511 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Changes in Estimated Proved Reserves (Details) link:presentationLink link:calculationLink link:definitionLink 9954512 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 9954513 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Proved Undeveloped Reserves (Details) link:presentationLink link:calculationLink link:definitionLink 9954514 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Standardized Measure of Discounted Future Net Cash Flows (Details) link:presentationLink link:calculationLink link:definitionLink 9954515 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids (Details) link:presentationLink link:calculationLink link:definitionLink 9954516 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Principal Changes in Standardized Measure of Discounted Future Net Cash Flows (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 15 vnom-20231231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 16 vnom-20231231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 17 vnom-20231231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Eagle Ford Shale Eagle Ford Shale [Member] Eagle Ford Shale Future production taxes Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Production Costs Consolidated Entities [Axis] Consolidated Entities [Axis] Stock Appreciation Rights (SARs) Stock Appreciation Rights (SARs) [Member] Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items] Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items] Variable Rate [Domain] Variable Rate [Domain] Net income (loss) attributable to non-controlling interest Net Income (Loss) Attributable to Noncontrolling Interest Pay vs Performance Disclosure [Line Items] Entity Voluntary Filers Entity Voluntary Filers Schedule of Accrued Liabilities Schedule of Accrued Liabilities [Table Text Block] Accrued liabilities Accrued Liabilities, Current Statistical Measurement [Domain] Statistical Measurement [Domain] Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Changes in operating assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Underlying Security Market Price Change Underlying Security Market Price Change, Percent Related Party Transaction [Line Items] Related Party Transaction [Line Items] Less: interest income Interest Income, Other All Award Types Award Type [Domain] Fair Value as of Grant Date Award Grant Date Fair Value Acquisitions of oil and natural gas interests Payments to Acquire Mineral Rights Statement of Stockholders' Equity [Abstract] Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares (in shares) Partners' Capital Account, Units, Converted Jul. - Dec. Derivative, Settlement Month Three [Member] Derivative, Settlement Month Three Revolving credit facility Revolving Credit Facility Revolving Credit Facility [Member] GRP Acquisition GRP Acquisition [Member] GRP Acquisition MNPI Disclosure Timed for Compensation Value MNPI Disclosure Timed for Compensation Value [Flag] Oil and natural gas interests: Capitalized Costs, Oil and Gas Producing Activities, Net [Abstract] Production Proved Developed and Undeveloped Reserve, Production (Energy) Jan. - Mar. Derivative, Settlement Month One [Member] Derivative, Settlement Month One [Member] Accounts payable Accounts Payable, Current Ownership percentage by parent Ownership Percentage By Parent Ownership Percentage By Parent Restatement Determination Date: Restatement Determination Date [Axis] Total other expense, net Nonoperating Income (Expense) NATURAL GAS Natural Gas and Natural Gas Liquids [Member] Commitments and Contingencies Commitments and Contingencies Insider Trading Policies and Procedures [Line Items] Rule 10b5-1 Arrangement Terminated Rule 10b5-1 Arrangement Terminated [Flag] Derivative instruments Derivative Asset, Current Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Derivatives instruments payable Derivative Instruments and Hedges, Liabilities Proceeds from public offering to Diamondback Proceeds from Issuance or Sale of Equity Restatement does not require Recovery Restatement Does Not Require Recovery [Text Block] STOCKHOLDERS’ EQUITY Equity [Text Block] General Partner General Partner [Member] Schedule of Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure [Table Text Block] Line of Credit Facility [Line Items] Line of Credit Facility [Line Items] Geographical [Axis] Geographical [Axis] INCOME TAXES Income Tax Disclosure [Text Block] Other 2021 Acquisitions Other 2021 Acquisitions [Member] Other 2021 Acquisitions [Member] Ownership [Axis] Ownership [Axis] Accumulated depletion and impairment Capitalized Costs, Accumulated Depreciation, Depletion, Amortization and Valuation Allowance Relating to Oil and Gas Producing Activities Concentration Risk [Line Items] Concentration Risk [Line Items] Schedule of Cost Incurred in Oil and Gas Property Acquisition Activities Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure [Table Text Block] Revenue from Contracts with Customers Revenue [Policy Text Block] Customer [Axis] Customer [Axis] Current liabilities: Liabilities, Current [Abstract] Federal Deferred Federal Income Tax Expense (Benefit) Extensions and discoveries Proved Developed and Undeveloped Reserves, Extensions, Discoveries, and Additions Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount Future income tax expense Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Income Tax Expense Business Acquisition [Line Items] Business Acquisition [Line Items] Debt issuance costs, net of accumulated amortizations Debt Issuance Costs, Noncurrent, Net Distributions to Diamondback vnom_LimitedPartnersCapitalAccountDistributionAmount-RelatedParty The total amount of distributions to related party limited partners. Subsequent Event Type [Domain] Subsequent Event Type [Domain] Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] Dividends/distributions to shareholders Payments of Ordinary Dividends, Common Stock Vitol Midstream Pipeline LLC Vitol Midstream Pipeline LLC [Member] Vitol Midstream Pipeline LLC Schedule of Standardized Measure of Discounted Future Net Cash Flows Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure [Table Text Block] Diluted (dollars per shares) Net income (loss) per common stock, diluted (usd per share) Earnings Per Share, Diluted Total Gross Fair Value Derivative Liability, Subject to Master Netting Arrangement, before Offset PEO Total Compensation Amount PEO Total Compensation Amount Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Royalty income receivable Accounts Receivable, after Allowance for Credit Loss, Current Land Land Extensions and discoveries Proved Developed and Undeveloped Reserve, Extension and Discovery (Energy) Trading Arrangements, by Individual Trading Arrangements, by Individual [Table] Level 3 Fair Value, Inputs, Level 3 [Member] Line of Credit Line of Credit [Member] Distribution equivalent rights payments Limited Partners' Capital Account, Distribution Equivalent Rights Payments Limited Partners' Capital Account, Distribution Equivalent Rights Payments Trading Symbol Trading Symbol Oil and natural gas interests, net Oil and Gas Property, Full Cost Method, Net Non-PEO NEO Average Compensation Actually Paid Amount Non-PEO NEO Average Compensation Actually Paid Amount Debt instrument, fair value Long-Term Debt, Fair Value Net income (loss) attributable to Viper Energy, Inc. Net income (loss) Net income (loss) attributable to the Company Net income (loss) attributable to the period Net Income (Loss) Unweighted arithmetic average first-day-of-the-month prices Oil and Gas, Average Sale Price Total current liabilities Liabilities, Current Derivative Contract [Domain] Derivative Contract [Domain] Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Changed Peer Group, Footnote Changed Peer Group, Footnote [Text Block] Company Selected Measure Name Company Selected Measure Name Equity interest issued (in units) Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable, Shares Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable, Shares Interest payable Interest Payable, Current Unproved Capitalized Costs, Unproved Properties Proceeds from sale of oil and natural gas interests Proceeds from (Repayments for) Sale of Property, Plant, and Equipment Proceeds from (Repayments for) Sale of Property, Plant, and Equipment Liabilities and Stockholders’ Equity Liabilities and Equity [Abstract] Distributions to General Partner General Partners' Capital Account, Period Distribution Amount Extensions and discoveries Proved Undeveloped Reserves, Extensions and Discoveries Proved Undeveloped Reserves, Extensions and Discoveries Repurchased units as part of unit buyback Amount of shares repurchased Stock Repurchased During Period, Value Fed Funds Effective Rate Fed Funds Effective Rate Overnight Index Swap Rate [Member] Stockholders’ equity: Equity, Attributable to Parent [Abstract] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Subject to depletion Proved Capitalized Costs, Proved Properties Volume (BBls) Derivative, Nonmonetary Notional Amount, Volume Midland Basin Midland Basin [Member] Midland Basin [Member] Schedule of Basic and Diluted Net Income Per Common Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Related party transaction, amounts of transaction Related Party Transaction, Amounts of Transaction Proceeds from sale of acres Proceeds from Sale of Productive Assets Northern Midland Basin Northern Midland Basin [Member] Northern Midland Basin [Member] Executive Category: Executive Category [Axis] Class B Shares Common Class B [Member] Dividends [Domain] Dividends [Domain] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies [Text Block] Level 1 Fair Value, Inputs, Level 1 [Member] Name Measure Name Net deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Current borrowing capacity Line of Credit Facility, Current Borrowing Capacity Name Forgone Recovery, Individual Name Carrying Value Reported Value Measurement [Member] Equity Components [Axis] Equity Components [Axis] 2025 Derivative Settlement, Year Two [Member] Derivative Settlement, Year Two Financial Instruments [Domain] Financial Instruments [Domain] Additional 402(v) Disclosure Additional 402(v) Disclosure [Text Block] Cash Distribution Cash Distribution [Member] Measurement Basis [Axis] Measurement Basis [Axis] Asset Acquisition [Domain] Asset Acquisition [Domain] Underlying Securities Award Underlying Securities Amount Entity Small Business Entity Small Business Local Phone Number Local Phone Number Royalty income receivable Increase (Decrease) in Accounts Receivable Fair Value Measurement [Domain] Fair Value Measurement [Domain] Recovery of Erroneously Awarded Compensation Disclosure [Line Items] Dividends declared (usd per share) Common Stock, Dividends, Per Share, Declared Measurement Frequency [Axis] Measurement Frequency [Axis] Ratio of current assets to liabilities, as defined in the credit facility Line of Credit Facility, Covenant Terms, Ratio of Current Assets to Liabilities Line of Credit Facility, Covenant Terms, Ratio of Current Assets to Liabilities Forgone Recovery due to Violation of Home Country Law, Amount Forgone Recovery due to Violation of Home Country Law, Amount Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Weighted Average Ceiling Price (USD per Bbl/MMBtu) Derivative, Cap Price Intended quarterly dividends Quarterly Variable Dividends, Goal Amount Quarterly Variable Dividends, Goal Amount Net changes in income taxes Changes in Future Income Tax Expense Estimates on Future Cash Flows Related to Proved Oil and Gas Reserves Portion at Fair Value Measurement Portion at Fair Value Measurement [Member] Line of Credit Facility [Table] Line of Credit Facility [Table] Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares Stock Issued During Period, Value, Conversion of Units Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Cash paid for tax withholding on vested common units Cash paid for tax withholding on vested common units Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation Undeveloped reserves transferred to developed Undeveloped reserves transferred to developed Proved Undeveloped Reserves, Undeveloped Reserves Transferred To Be Developed Proved Undeveloped Reserves, Undeveloped Reserves Transferred To Be Developed Weighted Average Floor Price (USD per Bbl/MMBtu) Derivative, Floor Price Derivative, Settlement Month [Axis] Derivative, Settlement Month [Axis] Derivative, Settlement Month Potential common shares issuable (in shares) Weighted Average Number of Shares Outstanding, Diluted, Adjustment Repayment of senior notes Repayments of Senior Debt Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Number of shares sold (in shares) Sale of Stock, Number of Shares Issued in Transaction Total operating income Revenues Operating income: Operating Income (Loss) [Abstract] Product and Service [Domain] Product and Service [Domain] Other Performance Measure, Amount Other Performance Measure, Amount Deferred premium at a weighted average price (USD per Bbl/MMBtu) Deferred Premium Weighted Average Price Deferred Premium Weighted Average Price WTI Cushing WTI Cushing [Member] WTI Cushing Aggregate Available Trading Arrangement, Securities Aggregate Available Amount Accounts payable and accrued liabilities Increase (Decrease) in Other Accounts Payable and Accrued Liabilities Cash flows from investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Insider Trading Policies and Procedures Not Adopted Insider Trading Policies and Procedures Not Adopted [Text Block] Award Type Award Type [Axis] Antidilutive securities, restricted stock units (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Derivative Instruments and Hedging Activities Disclosure [Abstract] Income tax receivable Income Taxes Receivable, Current Common Units Common Units [Member] Common Units Supplemental disclosure of non—cash transactions: Noncash Investing and Financing Items [Abstract] Repurchased shares/units under buyback program Payments For Repurchase Of Common Stock Units Payments For Repurchase Of Common Stock Units Interest expense, net Interest Expense Accretion of discount Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Dividends Declared Dividends Declared [Table Text Block] Trading Arrangement: Trading Arrangement [Axis] Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] OIL Crude Oil [Member] Interest Income and Interest Expense Disclosure Interest Income and Interest Expense Disclosure [Table Text Block] Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares Partners' Capital Account, Exchanges and Conversions Use of Estimates Use of Estimates, Policy [Policy Text Block] PEO Actually Paid Compensation Amount PEO Actually Paid Compensation Amount Proved undeveloped reserve (volume) Proved Undeveloped Reserve (Volume) Schedule of Components of the Provision for Income Taxes Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Adjusted Term SOFR Adjusted Term SOFR [Member] Adjusted Term SOFR Long-term Debt, Type [Domain] Long-Term Debt, Type [Domain] Entity File Number Entity File Number Divestitures Proved Developed and Undeveloped Reserves, Sales of Minerals in Place Operating Loss Carryforwards [Line Items] Operating Loss Carryforwards [Line Items] Unamortized discount Debt Instrument, Unamortized Discount Basis Swaps Basis Swap [Member] Derivative, Settlement Year [Axis] Derivative, Settlement Year [Axis] Derivative, Settlement Year Auditor Firm ID Auditor Firm ID Entity Shell Company Entity Shell Company Current Liabilities Current Liabilities [Member] Current Liabilities Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Recent Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Restatement Determination Date Restatement Determination Date Schedule of Offsetting Liabilities Offsetting Liabilities [Table Text Block] Income taxes payable Increase (Decrease) in Income Taxes Payable Counterparty Name [Domain] Counterparty Name [Domain] Rule 10b5-1 Arrangement Adopted Rule 10b5-1 Arrangement Adopted [Flag] MBOE of PUDs downgraded due to price and performance revision Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Price And Performance Revision Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Price And Performance Revision Production Proved Developed and Undeveloped Reserves, Production Cash, cash equivalents and restricted cash at beginning of period Cash, cash equivalents and restricted cash at end of period Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Base Dividend Base Dividend [Member] Base Dividend Sale of stock (usd per share) Sale of Stock, Price Per Share SOFR SOFR [Member] SOFR Stock Price or TSR Estimation Method Stock Price or TSR Estimation Method [Text Block] Weighted average number of common shares outstanding: Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Ad valorem taxes payable Sales and Excise Tax Payable Common stock issued (in shares) Common Stock, Shares, Issued Oil and Gas, Average Sale Price and Production Cost Per Unit [Table] Oil and Gas, Average Sale Price and Production Cost Per Unit [Table] Security Exchange Name Security Exchange Name Purchase of minerals in place Increase Due to Purchases of Minerals in Place Unit-based compensation Partners' Capital Account, Unit-Based Payment Arrangement, Amount Long-term debt, net Total long-term debt Long-Term Debt Sale of stock, consideration received on transaction Sale of Stock, Consideration Received on Transaction Employee Stock Option Employee Stock Option [Member] DERIVATIVES Derivative Instruments and Hedging Activities Disclosure [Text Block] Class A Shares Common Class A [Member] Other Proceeds from (Payments for) Other Financing Activities Maximum Maximum [Member] 5.375% senior unsecured notes due 2027 5.375% Senior Unsecured Notes Due 2027 [Member] 5.375% Senior Notes Due 2027 [Member] Document Type Document Type Tabular List, Table Tabular List [Table Text Block] Common units issued for acquisition Stock Issued During Period, Value, Acquisitions Entity Address, Address Line One Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Two Subsequent Event [Table] Subsequent Event [Table] Derivative instruments Derivative Liability, Current Liquidation of General Partner Liquidation of General Partner Liquidation of General Partner Federal Current Federal Tax Expense (Benefit) Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Not subject to depletion Capitalized Costs of Unproved Properties Excluded from Amortization, Cumulative Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Table] Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Table] Income taxes payable Taxes Payable, Current Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Change in ownership of consolidated subsidiaries, net Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Net Volume, energy measure (MMBtu) Derivative, Nonmonetary Notional Amount, Energy Measure Subsequent Event Subsequent Event [Member] Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] Operating loss carryforwards Operating Loss Carryforwards Derivative [Table] Derivative [Table] Customer Concentration Risk Customer Concentration Risk [Member] State Deferred State and Local Income Tax Expense (Benefit) Variable Rate [Axis] Variable Rate [Axis] Income Statement [Abstract] Income Statement [Abstract] Lease bonus income Lease Bonus Amount received to extend the lease term. Vesting of restricted stock units (in shares) Stock Issued During Period, Shares, New Issues Average net royalty interest Average Net Royalty Interest Average Net Royalty Interest Title of 12(b) Security Title of 12(b) Security Insider Trading Policies and Procedures Adopted Insider Trading Policies and Procedures Adopted [Flag] Related Party [Domain] Related Party, Type [Domain] Derivative, Settlement Month [Domain] Derivative, Settlement Month [Domain] Derivative, Settlement Month [Domain] Aggregate Erroneous Compensation Not Yet Determined Aggregate Erroneous Compensation Not Yet Determined [Text Block] Oil and Gas Exploration and Production Industries Disclosures [Abstract] Total, beginning balance Total, ending balance Proved Developed and Undeveloped Reserve, Net (Energy) Percentage by noncontrolling owners Subsidiary, Ownership Percentage, Noncontrolling Owner Schedule of Fair Value Consolidated Balance Sheets Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] Class of Stock [Line Items] Class of Stock [Line Items] Income Tax Disclosure [Abstract] Income Tax Disclosure [Abstract] Income tax expense (benefit) at the federal statutory rate (21%) Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Forgone Recovery due to Expense of Enforcement, Amount Forgone Recovery due to Expense of Enforcement, Amount Common shares/units issued for acquisition Debt Conversion, Converted Instrument, Amount Entity Tax Identification Number Entity Tax Identification Number New proved undeveloped location Proved Undeveloped Reserves Number of Wells Added Proved Undeveloped Reserves Number of Wells Added 10% discount to reflect timing of cash flows Future Net Cash Flows Relating to Proved Oil and Gas Reserves, 10 Percent Annual Discount for Estimated Timing of Cash Flows Statistical Measurement [Axis] Statistical Measurement [Axis] Future net cash flows Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Net Cash Flows Balance Sheet Location [Domain] Balance Sheet Location [Domain] Financial Instrument [Axis] Financial Instrument [Axis] Entity Interactive Data Current Entity Interactive Data Current Derivative instruments Derivative [Member] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] DEBT Long-Term Debt [Text Block] Oil and Natural Gas Properties Oil and Gas Properties Policy [Policy Text Block] Total Shareholder Return Amount Total Shareholder Return Amount Entity Common Shares Outstanding Entity Common Stock, Shares Outstanding Oil and Gas Properties Oil and Gas Properties [Member] Adjustment To PEO Compensation, Footnote Adjustment To PEO Compensation, Footnote [Text Block] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer ACQUISITIONS AND DIVESTITURES Mergers, Acquisitions and Dispositions Disclosures [Text Block] Accumulated depletion and impairment Accumulated depletion and impairment Oil and Gas Property, Full Cost Method, Depletion Debit issuance costs, accumulated amortization Accumulated Amortization, Debt Issuance Costs Royalty income receivable—related party Increase (Decrease) in Accounts Receivable, Related Parties Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Dividends/distributions to Diamondback Payments of Capital Distribution Retained earnings (accumulated deficit) Retained Earnings (Accumulated Deficit) Measure: Measure [Axis] Oil and gas, development well drilled, net productive, number Oil and Gas, Development Well Drilled, Net Productive, Number Payment of contingent consideration Asset Acquisition, Purchase Price Portion Funded with Debt Asset Acquisition, Purchase Price Portion Funded with Debt Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Name Outstanding Recovery, Individual Name Revenue from Contract with Customer Revenue from Contract with Customer [Policy Text Block] Lower Spraberry Lower Spraberry [Member] Lower Spraberry Debt instrument, face amount Debt Instrument, Face Amount Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Middle Spraberry/Jo Mill Middle Spraberry/Jo Mill [Member] Middle Spraberry/Jo Mill Distribution Type [Domain] Distribution Type [Domain] Current assets: Assets, Current [Abstract] Schedule of Change in Ownership Interest Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] Total Costs Incurred, Acquisition of Oil and Gas Properties Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Entity Address, State or Province Entity Address, State or Province Compensation Actually Paid vs. Total Shareholder Return Compensation Actually Paid vs. Total Shareholder Return [Text Block] Counterparty Name [Axis] Counterparty Name [Axis] Dean Dean [Member] Dean Derivative Instruments Derivatives, Policy [Policy Text Block] Cash flows from operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] General Partner General Partners' Capital Account Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Petroleum Reserves [Axis] Petroleum Reserves [Axis] Common stock outstanding (in shares) Beginning balance (in shares) Ending balance (in shares) Common Stock, Shares, Outstanding Number of horizontal wells developed Number Of Horizontal Wells Developed, Working Interest, Gross Number Of Horizontal Wells Developed, Working Interest, Gross Disposal Group Name [Domain] Disposal Group Name [Domain] Costless Collar Costless Collar [Member] Costless Collar PEO PEO [Member] Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Roll Forward] Concentrations Concentration Risk, Credit Risk, Policy [Policy Text Block] Auditor Location Auditor Location MBOE of PUDs downgraded due to positive revisions Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Positive Revisions Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Positive Revisions Other operating expense Other Cost and Expense, Operating Shell Trading Shell Trading US Company [Member] Shell Trading US Company [Member] Weighted average differential (per Bbl) Derivative, Weighted Average Differential Derivative, Weighted Average Differential Production and ad valorem taxes Production Tax Expense Other Other Operating Activities, Cash Flow Statement Drop-Down Acquisition Drop-Down Acquisition [Member] Drop-Down Acquisition [Member] Derivative Asset, Fair Value, Gross Asset Derivative Asset, Subject to Master Netting Arrangement, before Offset State income tax expense (benefit), net of federal tax effect Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount Common stock par value (usd per share) Common Stock, Par or Stated Value Per Share Type of Reserve [Domain] Type of Reserve [Domain] Distribution Type [Axis] Distribution Type [Axis] Net cash provided by (used in) investing activities Net Cash Provided by (Used in) Investing Activities Class of Stock [Domain] Class of Stock [Domain] Customer [Domain] Customer [Domain] Net income (loss) attributable to common stockholders Net Income (Loss) Available to Common Stockholders, Basic Lease Bonus Income Lease Bonus Income [Member] Lease Bonus Income Debt Instrument [Axis] Debt Instrument [Axis] Derivative instruments Derivative Liability, Noncurrent Outstanding Aggregate Erroneous Compensation Amount Outstanding Aggregate Erroneous Compensation Amount Effective tax rates Effective Income Tax Rate Reconciliation, Percent Shares converted (in shares) Conversion of Stock, Shares Converted Credit Facility [Axis] Credit Facility [Axis] Schedule of Principal Changes in Standardized Measure of Discounted Future Net Cash Flows Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows [Table Text Block] Total liabilities Liabilities Net Fair Value Presented in Balance Sheet Derivative Asset, Subject to Master Netting Arrangement, after Offset Total current income tax provision (benefit) Current Income Tax Expense (Benefit) Asset Acquisition [Axis] Asset Acquisition [Axis] Organization and Basis of Presentation Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Total Shareholder Return Vs Peer Group Total Shareholder Return Vs Peer Group [Text Block] Schedule of Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids Oil and Gas, Average Sale Price and Production Cost [Table Text Block] Aggregate Erroneous Compensation Amount Aggregate Erroneous Compensation Amount Measurement Frequency [Domain] Measurement Frequency [Domain] All Executive Categories All Executive Categories [Member] Derivative, Settlement Year [Domain] Derivative, Settlement Year [Domain] Derivative, Settlement Year Non-Rule 10b5-1 Arrangement Adopted Non-Rule 10b5-1 Arrangement Adopted [Flag] Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Debt Disclosure [Abstract] Debt Disclosure [Abstract] Related Party Transaction [Domain] Related Party Transaction [Domain] Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Earnings Per Share [Abstract] Earnings Per Share [Abstract] Variable Dividend Variable Dividend [Member] Variable Dividend Proceeds from senior notes Proceeds from Issuance of Senior Long-Term Debt Subsequent Event [Line Items] Subsequent Event [Line Items] Natural gas income Natural Gas Income [Member] Natural Gas Income Affiliated Entity Affiliated Entity [Member] General and administrative expenses General and Administrative Expense Net cash receipts (payments) on derivatives Cash Receipts From (Payments On) Derivatives, Net Cash Receipts From (Payments On) Derivatives, Net Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Ratio of total net debt to EBITDAX, as defined in the credit facility Line of Credit Facility, Covenant Terms, Ratio of Total Debt to Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense Line of Credit Facility, Covenant Terms, Ratio of Total Debt to Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense Awards Close in Time to MNPI Disclosures, Table Awards Close in Time to MNPI Disclosures [Table Text Block] State State income tax expense Current State and Local Tax Expense (Benefit) Senior Notes Senior Notes [Member] Total current assets Assets, Current Planned development period Proved Undeveloped Reserves, Planned Development Period Proved Undeveloped Reserves, Planned Development Period Required Dividend Payment Required Quarterly Dividend Payment Required Quarterly Dividend Payment Deferred income tax provision (benefit): Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Revenue from Contract with Customer [Abstract] All Individuals All Individuals [Member] Supplemental disclosure of cash flow information: Supplemental Cash Flow Information [Abstract] Other income, net Other Nonoperating Income (Expense) Entity Filer Category Entity Filer Category Non-PEO NEO Average Total Compensation Amount Non-PEO NEO Average Total Compensation Amount Statement [Table] Statement [Table] 2023 Permian Basin Acquisition 2023 Permian Basin Acquisition [Member] 2023 Permian Basin Acquisition Increase (Decrease) in Partners' Capital [Roll Forward] Increase (Decrease) in Partners' Capital [Roll Forward] Current Fiscal Year End Date Current Fiscal Year End Date Authorized amount in repurchase program Stock Repurchase Program, Authorized Amount Limited Partners Limited Partner [Member] Repurchased units as part of unit buyback (in shares) Repurchased shares (in shares) Stock Repurchased During Period, Shares Schedule of Reconciliation of the Statutory Federal Income Tax Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Proved developed reserves (energy) Proved Developed Reserves (Energy) Costs Incurred, Acquisition of Oil and Gas Properties [Abstract] Costs Incurred, Acquisition of Oil and Gas Properties [Abstract] Income Tax Authority [Axis] Income Tax Authority [Axis] PEO Name PEO Name Percent of total royalty interest revenue Concentration Risk, Percentage Proved developed reserves (volume) Proved Developed Reserves (Volume) Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Other Other Sundry Liabilities, Current Debt Issuance Costs Debt, Policy [Policy Text Block] Current income tax provision (benefit): Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Base Rate Base Rate [Member] 2023 Acquisition Permian Basin 2023 Acquisition Permian Basin [Member] 2023 Acquisition Permian Basin Royalty Income Receivable Accounts Receivable [Policy Text Block] Oil and natural gas interests, full cost method of accounting ($1,769,341 and $1,297,221 excluded from depletion at December 31, 2023 and December 31, 2022, respectively) Gross oil and natural gas interests Oil and Gas Property, Full Cost Method, Gross Proved Undeveloped Reserves (Energy) Proved Developed and Undeveloped Reserve (Energy) [Roll Forward] Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Class of Stock [Axis] Class of Stock [Axis] Viper Energy Inc. Viper Energy Inc. [Member] Viper Energy Inc. Entities [Table] Entities [Table] Other fees and expenses Interest Expense, Other Erroneously Awarded Compensation Recovery Erroneously Awarded Compensation Recovery [Table] Fair Value, Nonrecurring Fair Value, Nonrecurring [Member] Average depletion rate per barrel equivalent unit of production (usd per BOE) Average Depletion Rate Per Barrel Of Oil Equivalents Average Depletion Rate Per Barrel Of Oil Equivalents Total accrued liabilities Other Accrued Liabilities, Current Other Increase (Decrease) in Other Operating Assets and Liabilities, Net Deferred tax assets: Deferred Tax Assets, Gross [Abstract] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] Net royalty (acres) Asset Acquisition, Net Royalty Acres The amount of net royalty acres acquired. Net royalty acres are defined as gross acreage multiplied by the average royalty interest. Debt instrument, interest rate, stated percentage Debt Instrument, Interest Rate, Stated Percentage Award Timing, How MNPI Considered Award Timing, How MNPI Considered [Text Block] Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Entity Information [Line Items] Entity Information [Line Items] Total oil and natural gas interests Capitalized Costs, Oil and Gas Producing Activities, Gross Total Viper Energy, Inc. stockholders’ equity Equity, Attributable to Parent Apr. - Jun. Derivative, Settlement Month Two [Member] Derivative, Settlement Month Two Investment in the Operating Company Deferred Tax Assets, Investments Valuation allowance Deferred Tax Assets, Valuation Allowance Reserves were classified as proved developed non-producing Number of Reserves Classified as Proved and Developed Non-Producing Number of Reserves Classified as Proved and Developed Non-Producing Trafigura Trading LLC Trafigura Trading LLC [Member] Trafigura Trading LLC [Member] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Subsequent Events [Abstract] Subsequent Events [Abstract] Income (loss) before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Fair Value Measurement Fair Value Measurement, Policy [Policy Text Block] OIL AND NATURAL GAS INTERESTS Oil and Gas Properties [Text Block] Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Proved undeveloped reserves (energy) Beginning proved undeveloped reserves at December 31, 2022 Ending proved undeveloped reserves at December 31, 2023 Proved Undeveloped Reserves (Energy) Schedule of Changes in Estimated Proved Reserves Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table Text Block] Level 2 Fair Value, Inputs, Level 2 [Member] Schedule of Financial Covenants Schedule of Line of Credit Facilities, Covenant Terms [Table Text Block] Schedule of Line of Credit Facilities, Covenant Terms [Table Text Block] Class B Units Class B Units [Member] Class B Units [Member] Entity Emerging Growth Company Entity Emerging Growth Company Noncurrent Liabilities Noncurrent Liabilities [Member] Noncurrent Liabilities Other, net Other Tax Expense (Benefit) Puts Put Option [Member] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table] Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table] Total deferred tax assets Deferred Tax Assets, Gross Disposal Group Classification [Domain] Disposal Group Classification [Domain] Jan. - Dec. Derivative, Settlement Month Five [Member] Derivative, Settlement Month Five Schedule of Derivative Contract Gains and Losses included in the Consolidated Statements of Operations Derivative Instruments, Gain (Loss) [Table Text Block] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Named Executive Officers, Footnote Named Executive Officers, Footnote [Text Block] Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table] Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table] Document Fiscal Period Focus Document Fiscal Period Focus Dividends payable (usd per share) Dividends Payable, Amount Per Share Remaining borrowing capacity Line of Credit Facility, Remaining Borrowing Capacity Pay vs Performance Disclosure, Table Pay vs Performance [Table Text Block] Title Trading Arrangement, Individual Title Operating Company Unit Operating Company Unit [Member] Operating Company Unit Common shares/units issued to related party (in shares) Partners' Capital Account, Units, Issued to Related Parties Partners' Capital Account, Units, Issued to Related Parties Purchases Proved Undeveloped Reserves, Purchases Proved Undeveloped Reserves, Purchases Common Stock Common Stock [Member] Individual: Individual [Axis] Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net 2023 Other Major Basin Acquisitions 2023 Other Major Basin Acquisitions [Member] 2023 Other Major Basin Acquisitions City Area Code City Area Code Entity Address, Postal Zip Code Entity Address, Postal Zip Code Product and Service [Axis] Product and Service [Axis] EARNINGS PER COMMON SHARE Earnings Per Share [Text Block] Derivative instruments Derivative Asset, Noncurrent Current Assets Current Assets [Member] Current Assets Document Fiscal Year Focus Document Fiscal Year Focus Geographical [Domain] Geographical [Domain] Total equity Beginning balance Ending balance Equity, Including Portion Attributable to Noncontrolling Interest Interest or penalties associated with uncertain tax positions Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Minimum Minimum [Member] Standardized measure of discounted future net cash flows Standardized measure of discounted future net cash flows at the beginning of the period Standardized measure of discounted future net cash flows at the end of the period Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves Ratio of secured debt to EBITDAX, as defined in the credit facility Line Of Credit Facility, Covenant Terms, Ratio Of Secured Debt To Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense Line Of Credit Facility, Covenant Terms, Ratio Of Secured Debt To Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense Property, net Property, Plant and Equipment, Net Share Repurchase Program [Domain] Share Repurchase Program [Domain] Area of land Area of Land Divested Area of Land Divested Supplemental Information on Oil and Natural Gas Operations (Unaudited) Oil and Gas Exploration and Production Industries Disclosures [Text Block] Beginning balance Ending balance Partners' Capital, Including Portion Attributable to Noncontrolling Interest Exercise Price Award Exercise Price Gain (loss) on derivative instruments, net Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net Disposal Group Classification [Axis] Disposal Group Classification [Axis] Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Assets Assets [Abstract] Award Timing MNPI Disclosure Award Timing MNPI Disclosure [Text Block] Nonrelated Party Nonrelated Party [Member] Other operating income Other Operating Income Percentage of acreage acquired Asset Acquisition, Percentage Of Acreage Asset Acquisition, Percentage Of Acreage Liabilities: Derivative Liability [Abstract] Net income (loss) Net income (loss) Net income (loss) Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Cash (paid) received for income taxes Income Taxes Paid, Net Sales of oil and natural gas, net of production costs Sales and Transfers of Oil and Gas Produced, Net of Production Costs Net cash provided by (used in) financing activities Net Cash Provided by (Used in) Financing Activities Deferred income taxes (net of allowances) Deferred Income Tax Assets, Net COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Disclosure [Text Block] Less: net income (loss) allocated to participating securities Undistributed Earnings (Loss) Allocated to Participating Securities, Basic Retained Earnings (Accumulated Deficit) Retained Earnings [Member] Adjustment to Non-PEO NEO Compensation Footnote Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Total liabilities and stockholders’ equity Liabilities and Equity Other income (expense): Nonoperating Income (Expense) [Abstract] Other assets Other Assets, Noncurrent Peer Group Total Shareholder Return Amount Peer Group Total Shareholder Return Amount Ownership [Domain] Ownership [Domain] Basic (dollars per shares) Net income (loss) per common stock, basic (usd per share) Earnings Per Share, Basic Schedule of Long-term Debt Instruments [Table] Schedule of Long-Term Debt Instruments [Table] Accounting Policies [Abstract] Accounting Policies [Abstract] Equity Valuation Assumption Difference, Footnote Equity Valuation Assumption Difference, Footnote [Text Block] Swallowtail Acquisition Swallowtail Acquisition [Member] Swallowtail Acquisition Erroneous Compensation Analysis Erroneous Compensation Analysis [Text Block] Common Share Repurchase Program Common Share Repurchase Program [Member] Common Share Repurchase Program Balance of costs not subject to depletion: Capitalized Costs of Unproved Properties Excluded from Amortization, Period Cost Depletion Depletion for oil and natural gas properties Depletion of Oil and Gas Properties Net deferred tax assets (liabilities) Deferred tax assets, net Deferred Tax Assets, Net Business Combinations And Divestitures [Abstract] Business Combinations And Divestitures [Abstract] Business Combinations And Divestitures [Abstract] Arrangement Duration Trading Arrangement Duration Entity Address, City or Town Entity Address, City or Town Award Timing MNPI Considered Award Timing MNPI Considered [Flag] Related Party Related Party [Member] Discontinued Operations, Disposed of by Sale Discontinued Operations, Disposed of by Sale [Member] Wolfcamp B Wolfcamp B [Member] Wolfcamp B Net changes in prices and production costs Net Increase (Decrease) in Sales and Transfer Prices and Production Costs Non-controlling Interest Consolidation, Policy [Policy Text Block] Jan. - Jun. Derivative, Settlement Month Six [Member] Derivative, Settlement Month Six Number of shares issued (in shares) Asset Acquisition, Number Of Common Stock Shares Acquired Asset Acquisition, Number Of Common Stock Shares Acquired Document Transition Report Document Transition Report Award Timing Predetermined Award Timing Predetermined [Flag] Reserve Quantities [Line Items] Reserve Quantities [Line Items] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Oil income Oil Income [Member] Oil Income Future cash inflows Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Cash Inflows Remaining authorized repurchase amount Stock Repurchase Program, Remaining Authorized Repurchase Amount Termination Date Trading Arrangement Termination Date Proved properties Costs Incurred, Acquisition of Oil and Gas Properties with Proved Reserves Common stock authorized (in shares) Common Stock, Shares Authorized Anticipated timing of cost inclusion in amortization calculation Anticipated timing of cost inclusion in amortization calculation The anticipated timing of the inclusion of the costs in the amortization computation. Repayment on credit facility Repayments of Lines of Credit Entity Public Float Entity Public Float Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Property: Property, Plant and Equipment [Abstract] 2022 Acquisition Permian Basin 2022 Acquisition Permian Basin [Member] 2022 Acquisition Permian Basin Derivative Instrument [Axis] Derivative Instrument [Axis] Valuation allowance decrease Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Long term debt gross Long-Term Debt, Gross Swallowtail Acquisition Lease Bonus Swallowtail Acquisition Lease Bonus [Member] Swallowtail Acquisition Lease Bonus Adjustments to reconcile net income (loss) to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] All Trading Arrangements All Trading Arrangements [Member] All Adjustments to Compensation All Adjustments to Compensation [Member] Derivative [Line Items] Derivative [Line Items] Common Stock Common Stock, Value, Outstanding Award Timing Disclosures [Line Items] Shares issued (in shares) Conversion of Stock, Shares Issued Common units Limited Partners' Capital Account Compensation Amount Outstanding Recovery Compensation Amount Distribution Amount Dividends Payable Divestiture of reserves Decrease Due To Divestitures Of Reserves Decrease Due To Divestitures Of Reserves Wolfcamp A Wolfcamp A [Member] Wolfcamp A Waha Hub Waha Hub [Member] Waha Hub Provision for (benefit from) deferred income taxes Total deferred income tax provision (benefit) Deferred Income Tax Expense (Benefit) Subsequent Event Type [Axis] Subsequent Event Type [Axis] Revisions of previous quantity estimates Revisions of Previous Quantity Estimates Income Taxes Income Tax, Policy [Policy Text Block] Prepaid expenses and other current assets Prepaid Expense and Other Assets, Current Document Financial Statement Error Correction [Flag] Document Financial Statement Error Correction [Flag] Revisions of previous estimates Proved Developed and Undeveloped Reserve, Revision of Previous Estimate (Energy) Insider Trading Arrangements [Line Items] Schedule of Fair Value, Assets Measured on Recurring and Nonrecurring Basis Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block] Royalty Interest Revenue Revenue, Rights Granted [Member] Proved Developed and Undeveloped Reserves [Roll Forward] Proved Developed and Undeveloped Reserves [Roll Forward] Revenue, Product and Service [Extensible Enumeration] Revenue, Product and Service [Extensible Enumeration] Related Party [Axis] Related Party, Type [Axis] Divestitures Proved Developed and Undeveloped Reserves, Sale of Mineral in Place (Energy) Revisions of previous estimates Proved Developed and Undeveloped Reserves, Revisions of Previous Estimates Entity Registrant Name Entity Registrant Name Revisions Proved Undeveloped Reserves, Revisions Proved Undeveloped Reserves, Revisions Purchase of reserves in place Proved Developed and Undeveloped Reserve, Purchase of Mineral in Place (Energy) Material Terms of Trading Arrangement Material Terms of Trading Arrangement [Text Block] Award Timing Method Award Timing Method [Text Block] Energy [Domain] Energy [Domain] Common shares issued for acquisition (in shares) Stock Issued During Period, Shares, Acquisitions Adjustment to Compensation, Amount Adjustment to Compensation Amount Oil Oil [Member] Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Non-controlling interest Equity, Attributable to Noncontrolling Interest Impairment Impairment of Oil and Gas Properties Auditor Name Auditor Name Document Period End Date Document Period End Date 2024 Derivative Settlement, Year One [Member] Derivative Settlement, Year One Proceeds from borrowings under credit facility Proceeds from Lines of Credit Compensation Actually Paid vs. Net Income Compensation Actually Paid vs. Net Income [Text Block] Partner Type of Partners' Capital Account, Name [Domain] Partner Type of Partners' Capital Account, Name [Domain] Adoption Date Trading Arrangement Adoption Date Peer Group Issuers, Footnote Peer Group Issuers, Footnote [Text Block] Extensions and discoveries Extensions, Discoveries, Additions and Improved Recovery, Less Related Costs Third Party Operated Acreage Third Party Operated Acreage [Member] Third Party Operated Acreage [Member] MBOE of PUDs downgraded due to changes in the development plan and optimization of the inventory Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Development Plan And Optimization Of Inventory Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Development Plan And Optimization Of Inventory Beginning of the period End of period Proved Developed and Undeveloped Reserves, Net Disposal Group Name [Axis] Disposal Group Name [Axis] Entity Central Index Key Entity Central Index Key Accounts payable—related party Increase (Decrease) in Accounts Payable, Related Parties (Gain) loss on derivative instruments, net Gain (loss) on derivative instruments Derivative, Gain (Loss) on Derivative, Net Estimated future net revenue discounted rate per annum Estimated Future Net Revenue Discounted Rate Per Annum Estimated Future Net Revenue Discounted Rate Per Annum Cash distributions, distribution period after quarter end Distribution Made To Limited Partner, Distribution Date, Period after Quarter End Distribution Made To Limited Partner, Distribution Date, Period after Quarter End Payments for asset acquisitions Payments For Asset Acquisitions Payments For Asset Acquisitions Non-Rule 10b5-1 Arrangement Terminated Non-Rule 10b5-1 Arrangement Terminated [Flag] Effect of dilutive securities: Dilutive Securities, Effect on Basic Earnings Per Share [Abstract] Provision for (benefit from) income taxes Total provision (benefit) from income taxes Income Tax Expense (Benefit) Strike Price (USD per Bbl/MMBtu) Derivative, Price Risk Option Strike Price Income Tax Authority [Domain] Income Tax Authority [Domain] Energy [Axis] Energy [Axis] Limited partners' capital account, units outstanding (in units) Limited Partners' Capital Account, Units Outstanding FAIR VALUE MEASUREMENTS Fair Value Disclosures [Text Block] Name Trading Arrangement, Individual Name Disaggregation of Revenue Disaggregation of Revenue [Table Text Block] Distributions to public Distributions to public Limited Partners' Capital Account, Distribution Amount Equity [Abstract] Equity [Abstract] Royalty income Total royalty income Revenue from Contract with Customer, Excluding Assessed Tax Entity [Domain] Entity [Domain] Compensation Actually Paid vs. Company Selected Measure Compensation Actually Paid vs. Company Selected Measure [Text Block] Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] Amendment Flag Amendment Flag Cash paid on commodity contracts terminated prior to their contractual maturity Cash Paid on Commodity, Early Contract Termination Cash Paid on Commodity, Early Contract Termination Audit Information [Abstract] Audit Information Legal Entity [Axis] Legal Entity [Axis] MBOE of PUDs downgraded from non-operated properties Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Non-Operated Properties Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Non-Operated Properties Gross Amounts Offset in Balance Sheet Derivative Liability, Subject to Master Netting Arrangement, Asset Offset DK Trading and Supply LLC DK Trading and Supply LLC [Member] DK Trading and Supply LLC Noncurrent Assets Noncurrent Assets [Member] Noncurrent Assets 1-month Adjusted Term SOFR 1-month Adjusted Term SOFR [Member] 1-month Adjusted Term SOFR Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Interest paid Interest Paid, Excluding Capitalized Interest, Operating Activities Impact of nontaxable noncontrolling interest Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount Credit Facility [Domain] Credit Facility [Domain] Basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate Diamondback Energy, Inc. Diamondback Energy, Inc. [Member] Diamondback Energy, Inc. [Member] Compensation Actually Paid vs. Other Measure Compensation Actually Paid vs. Other Measure [Text Block] Non-Controlling Interest Other Ownership Interest [Member] Diluted (in shares) Diluted weighted average common shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Diluted Forgone Recovery, Explanation of Impracticability Forgone Recovery, Explanation of Impracticability [Text Block] Assets: Derivative Asset [Abstract] Other commitment Other Commitment Net changes in timing of production and other Standardized Measure of Discounted Future Net Cash Flow of Proved Oil and Gas Reserves, Other Interest expense, net Interest Income (Expense), Nonoperating, Net Costs and expenses: Operating Expenses [Abstract] Debt instrument applicable margin Debt Instrument, Applicable Margin Debt Instrument, Applicable Margin REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue from Contract with Customer [Text Block] Daily oil production Oil Production Per Day Oil Production Per Day Company Selected Measure Amount Company Selected Measure Amount Bone Spring Bone Spring [Member] Bone Spring Additional paid-in capital Additional Paid in Capital, Common Stock Additional Paid-in Capital Additional Paid-in Capital [Member] Document Annual Report Document Annual Report Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares (in shares) Stock Issued During Period, Shares, Conversion of Units Balance Sheet Location [Axis] Balance Sheet Location [Axis] Total assets Assets Name Awards Close in Time to MNPI Disclosures, Individual Name Share Repurchase Program [Axis] Share Repurchase Program [Axis] Royalty Income Receivable Royalty Income Receivable [Member] Royalty Income Receivable Cover [Abstract] Cover [Abstract] Net oil and natural gas interests capitalized Capitalized Costs, Oil and Gas Producing Activities, Net Designated board members (up to) Conditional Designated Board Members Conditional Designated Board Members SUBSEQUENT EVENTS Subsequent Events [Text Block] Equity-based compensation APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Fair Value, Recurring Fair Value, Recurring [Member] Extractive Industries [Abstract] Extractive Industries [Abstract] Non-NEOs Non-NEOs [Member] Interest expense Interest Costs Incurred Unproved properties Costs Incurred, Acquisition of Unproved Oil and Gas Properties Weighted average interest rate Long-Term Debt, Weighted Average Interest Rate, over Time Aggregate purchase price Asset Acquisition, Consideration Transferred Total costs and expenses Operating Expenses Net royalty acres Mineral Properties, Net Royalty Acres The amount of net royalty acres. Net royalty acres are defined as gross acreage multiplied by the average royalty interest. Limited partners' capital account, units issued (in units) Limited Partners' Capital Account, Units Issued Net increase (decrease) in cash and cash equivalents Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Purchase of reserves in place Proved Developed and Undeveloped Reserves, Purchases of Minerals in Place Cash flows from financing activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Natural Gas Natural Gas [Member] Operating Company Revolving Credit Facility Operating Company Revolving Credit Facility [Member] Operating Company Revolving Credit Facility [Member] Non-PEO NEO Non-PEO NEO [Member] Equity Component [Domain] Equity Component [Domain] Adjustment to Compensation: Adjustment to Compensation [Axis] Schedule of Offsetting Assets Offsetting Assets [Table Text Block] State and Local Jurisdiction State and Local Jurisdiction [Member] Non-GAAP Measure Description Non-GAAP Measure Description [Text Block] Gross Amounts Offset in Balance Sheet Derivative Asset, Subject to Master Netting Arrangement, Liability Offset Delaware Basin Delaware Basin [Member] Delaware Basin Net operating loss and capital loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards Debt Instrument [Line Items] Debt Instrument [Line Items] Basic (in shares) Basic weighted average common shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Basic Entity Current Reporting Status Entity Current Reporting Status Concentration Risk Type [Domain] Concentration Risk Type [Domain] Unamortized debt issuance costs Unamortized Debt Issuance Expense Operating Company Share Operating Company Share [Member] Operating Company Share Income (loss) from operations Operating Income (Loss) Reclassifications Reclassification, Comparability Adjustment [Policy Text Block] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Beginning balance (in shares) Ending balance (in shares) Partners' Capital Account, Units Common shares/units issued to related party Partners' Capital Account, Issued to Related Parties Partners' Capital Account, Issued to Related Parties Net Fair Value Presented in Balance Sheet Derivative Liability, Subject to Master Netting Arrangement, after Offset Consolidated Entities [Domain] Consolidated Entities [Domain] Natural gas liquids income Natural Gas Liquids Income [Member] Natural Gas Liquids Income Related Party Transaction [Axis] Related Party Transaction [Axis] 7.375% senior unsecured notes due 2031 7.375 Senior Unsecured Notes Due 2031 [Member] 7.375 Senior Unsecured Notes Due 2031 Pay vs Performance Disclosure Pay vs Performance Disclosure [Table] Commitment fee on the unused portion of the borrowing base Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Statement [Line Items] Statement [Line Items] Fair Value Estimate of Fair Value Measurement [Member] Concentration Risk [Table] Concentration Risk [Table] Dividends [Axis] Dividends [Axis] Partner Type [Axis] Partner Type [Axis] Schedule of Derivative Instruments Schedule of Derivative Instruments [Table Text Block] Forgone Recovery due to Disqualification of Tax Benefits, Amount Forgone Recovery due to Disqualification of Tax Benefits, Amount Schedule of Maturities of Long-Term Debt Schedule of Debt [Table Text Block] Awards Close in Time to MNPI Disclosures Awards Close in Time to MNPI Disclosures [Table] Amount outstanding under credit facility Long-Term Line of Credit Natural Gas Liquids Natural Gas Liquids [Member] Voting power to change board designations Voting Power to Change Board Designations Voting Power to Change Board Designations Non-Controlling Interest Noncontrolling Interest [Member] Royalty [Member] EX-101.PRE 18 vnom-20231231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 19 image_0a.jpg begin 644 image_0a.jpg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ਚ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end GRAPHIC 20 image_1a.jpg begin 644 image_1a.jpg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end GRAPHIC 21 vnom-20231231_g1.jpg begin 644 vnom-20231231_g1.jpg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�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end XML 22 R1.htm IDEA: XBRL DOCUMENT v3.24.0.1
Cover - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2023
Feb. 16, 2024
Jun. 30, 2023
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-36505    
Entity Registrant Name Viper Energy, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 46-5001985    
Entity Address, Address Line One 500 West Texas    
Entity Address, Address Line Two Suite 100    
Entity Address, City or Town Midland,    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 79701    
City Area Code 432    
Local Phone Number 221-7400    
Title of 12(b) Security Class A Common Stock, $0.000001 Par Value    
Trading Symbol VNOM    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 1.9
Documents Incorporated by Reference
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Viper Energy, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.
   
Amendment Flag false    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001602065    
Class A Shares      
Entity Information [Line Items]      
Entity Common Shares Outstanding   86,144,273  
Class B Shares      
Entity Information [Line Items]      
Entity Common Shares Outstanding   90,709,946  

XML 23 R2.htm IDEA: XBRL DOCUMENT v3.24.0.1
Audit Information
12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 248
Auditor Name GRANT THORNTON LLP
Auditor Location Oklahoma City, Oklahoma
XML 24 R3.htm IDEA: XBRL DOCUMENT v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 25,869 $ 18,179
Derivative instruments 358 9,328
Prepaid expenses and other current assets 4,467 2,468
Total current assets 143,517 118,620
Property:    
Oil and natural gas interests, full cost method of accounting ($1,769,341 and $1,297,221 excluded from depletion at December 31, 2023 and December 31, 2022, respectively) 4,628,983 3,464,819
Land 5,688 5,688
Accumulated depletion and impairment (866,352) (720,234)
Property, net 3,768,319 2,750,273
Derivative instruments 92 442
Deferred income taxes (net of allowances) 56,656 49,656
Other assets 5,509 1,382
Total assets 3,974,093 2,920,373
Current liabilities:    
Accrued liabilities 27,021 19,600
Derivative instruments 2,961 0
Income taxes payable 1,925 911
Total current liabilities 33,256 21,946
Long-term debt, net 1,083,082 576,895
Derivative instruments 201 7
Total liabilities 1,116,539 598,848
Commitments and Contingencies
Stockholders’ equity:    
General Partner 0 649
Additional paid-in capital 1,031,078 0
Retained earnings (accumulated deficit) (16,786) 0
Total Viper Energy, Inc. stockholders’ equity 1,014,292 690,659
Non-controlling interest 1,843,262 1,630,866
Total equity 2,857,554 2,321,525
Total liabilities and stockholders’ equity 3,974,093 2,920,373
Common Units    
Stockholders’ equity:    
Common units 0 689,178
Class B Units    
Stockholders’ equity:    
Common units 0 832
Class A Shares    
Stockholders’ equity:    
Common Stock 0 0
Class B Shares    
Stockholders’ equity:    
Common Stock 0 0
Nonrelated Party    
Current assets:    
Royalty income receivable 108,681 81,657
Current liabilities:    
Accounts payable 19 1,129
Related Party    
Current assets:    
Royalty income receivable 3,329 6,260
Income tax receivable 813 728
Current liabilities:    
Accounts payable $ 1,330 $ 306
XML 25 R4.htm IDEA: XBRL DOCUMENT v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Not subject to depletion $ 1,769,341 $ 1,297,221
Common Units    
Limited partners' capital account, units outstanding (in units)   73,229,645
Limited partners' capital account, units issued (in units)   73,229,645
Class B Units    
Limited partners' capital account, units outstanding (in units)   90,709,946
Limited partners' capital account, units issued (in units)   90,709,946
Class A Shares    
Common stock par value (usd per share) $ 0.000001  
Common stock authorized (in shares) 1,000,000,000,000  
Common stock issued (in shares) 86,144,273  
Common stock outstanding (in shares) 86,144,273  
Class B Shares    
Common stock par value (usd per share) $ 0.000001  
Common stock authorized (in shares) 1,000,000,000,000  
Common stock issued (in shares) 90,709,946  
Common stock outstanding (in shares) 90,709,946  
XML 26 R5.htm IDEA: XBRL DOCUMENT v3.24.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating income:      
Royalty income $ 717,110 $ 837,976 $ 501,534
Other operating income 909 700 620
Total operating income 827,697 866,467 504,917
Costs and expenses:      
Production and ad valorem taxes 50,401 56,372 32,558
Depletion 146,118 121,071 102,987
General and administrative expenses 10,603 8,542 7,800
Other operating expense 356 0 0
Total costs and expenses 207,478 185,985 143,345
Income (loss) from operations 620,219 680,482 361,572
Other income (expense):      
Interest expense, net (48,907) (40,409) (34,044)
Gain (loss) on derivative instruments, net (25,793) (18,138) (69,409)
Other income, net 1,774 416 79
Total other expense, net (72,926) (58,131) (103,374)
Income (loss) before income taxes 547,293 622,351 258,198
Provision for (benefit from) income taxes 45,952 (32,653) 1,521
Net income (loss) 501,341 655,004 256,677
Net income (loss) attributable to non-controlling interest 301,253 503,331 198,738
Net income (loss) attributable to Viper Energy, Inc. $ 200,088 $ 151,673 $ 57,939
Earnings Per Share [Abstract]      
Basic (dollars per shares) $ 2.69 $ 2.00 $ 0.85
Diluted (dollars per shares) $ 2.69 $ 2.00 $ 0.85
Weighted average number of common shares outstanding:      
Basic (in shares) 74,176 75,612 68,319
Diluted (in shares) 74,176 75,679 68,391
Revenue, Product and Service [Extensible Enumeration] Royalty [Member] Royalty [Member] Royalty [Member]
Related Party      
Operating income:      
Lease bonus income $ 107,823 $ 23,367 $ 2,763
Nonrelated Party      
Operating income:      
Lease bonus income $ 1,855 $ 4,424 $ 0
XML 27 R6.htm IDEA: XBRL DOCUMENT v3.24.0.1
Statement of Consolidated Stockholders’ Equity - USD ($)
$ in Thousands
Total
Class A Shares
Class B Shares
General Partner
Non-Controlling Interest
Common Units
Limited Partners
Class B Units
Limited Partners
Common Stock
Class A Shares
Common Stock
Class B Shares
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Non-Controlling Interest
Beginning balance (in shares) at Dec. 31, 2020           65,817,000 90,710,000          
Beginning balance at Dec. 31, 2020 $ 1,860,833     $ 809 $ 1,225,578 $ 633,415 $ 1,031          
Increase (Decrease) in Partners' Capital [Roll Forward]                        
Unit-based compensation 1,172         $ 1,172            
Common shares issued for acquisition (in shares)           15,250,000            
Common units issued for acquisition 336,872         $ 336,872            
Vesting of restricted stock units (in shares)           92,000            
Distribution equivalent rights payments (193)         $ (193)            
Distributions to public (75,749)         (75,749)            
Distributions to Diamondback (100,685)       (99,782) (803) $ (100)          
Distributions to General Partner (80)     (80)                
Change in ownership of consolidated subsidiaries, net 0       93,473 (93,473)            
Cash paid for tax withholding on vested common units (20)         $ (20)            
Repurchased units as part of unit buyback (in shares)           (2,613,000)            
Repurchased units as part of unit buyback (45,999)         $ (45,999)            
Net income (loss) 57,939                      
Net income (loss) 256,677       198,738 $ 57,939            
Ending balance (in shares) at Dec. 31, 2021           78,546,000 90,710,000          
Ending balance at Dec. 31, 2021 2,232,828     729 1,418,007 $ 813,161 $ 931          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Common shares issued for acquisition (in shares)           15,250,000            
Common units issued for acquisition 336,872         $ 336,872            
Vesting of restricted stock units (in shares)           92,000            
Distribution equivalent rights payments (193)         $ (193)            
Distributions to public (75,749)         (75,749)            
Distributions to Diamondback (100,685)       (99,782) (803) (100)          
Change in ownership of consolidated subsidiaries, net 0       93,473 (93,473)            
Cash paid for tax withholding on vested common units (20)         $ (20)            
Repurchased units as part of unit buyback (in shares)           (2,613,000)            
Repurchased units as part of unit buyback (45,999)         $ (45,999)            
Net income (loss) 256,677       198,738 57,939            
Unit-based compensation 1,304         $ 1,304            
Vesting of restricted stock units (in shares)           79,000            
Distribution equivalent rights payments (365)         $ (365)            
Distributions to public (182,470)         (182,470)            
Distributions to Diamondback (234,103)       (232,219) (1,785) $ (99)          
Distributions to General Partner (80)     (80)                
Change in ownership of consolidated subsidiaries, net 0       (58,253) $ 58,253            
Repurchased units as part of unit buyback (in shares)   (1,500,000)       (5,395,000)            
Repurchased units as part of unit buyback (150,593) $ (37,300)       $ (150,593)            
Net income (loss) 151,673                      
Net income (loss) 655,004       503,331 $ 151,673            
Ending balance (in shares) at Dec. 31, 2022           73,230,000 90,710,000          
Ending balance at Dec. 31, 2022 2,321,525     649 1,630,866 $ 689,178 $ 832          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Vesting of restricted stock units (in shares)           79,000            
Distribution equivalent rights payments (365)         $ (365)            
Distributions to public (182,470)         (182,470)            
Distributions to Diamondback (234,103)       (232,219) (1,785) $ (99)          
Change in ownership of consolidated subsidiaries, net 0       (58,253) $ 58,253            
Repurchased units as part of unit buyback (in shares)   (1,500,000)       (5,395,000)            
Repurchased units as part of unit buyback (150,593) $ (37,300)       $ (150,593)            
Net income (loss) 655,004       $ 503,331 $ 151,673            
Ending balance (in shares) at Dec. 31, 2022 [1]               0 0      
Ending balance at Dec. 31, 2022 2,321,525                 $ 0 $ 0 $ 1,630,866
Increase (Decrease) in Partners' Capital [Roll Forward]                        
Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares (in shares)           (78,126,000) (90,710,000)          
Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares           $ (937,468) $ (757)          
Common shares issued for acquisition (in shares) [1]               9,018,000        
Common units issued for acquisition 254,600                 254,600    
Common shares/units issued to related party (in shares)           7,215,000            
Common shares/units issued to related party 200,000         $ 200,000            
Vesting of restricted stock units (in shares)           73,000            
Distribution equivalent rights payments (211)         $ (163)         (48)  
Distributions to public (128,566)         (84,018)         (44,548)  
Distributions to Diamondback (195,976)         (862) $ (75)     (20) (4,530) (190,489)
Distributions to General Partner (90)     (90)                
Change in ownership of consolidated subsidiaries, net 0         $ 31,668       (133,300)   101,632
Repurchased units as part of unit buyback (in shares)   (1,000,000)       (2,392,000)   (1,000,000) [1]        
Repurchased units as part of unit buyback (95,221)         $ (67,181)       (28,040)    
Net income (loss) 200,088         $ 167,748         32,340  
Net income (loss) 501,341                     301,253
Ending balance (in shares) at Dec. 31, 2023           0 0          
Ending balance at Dec. 31, 2023       0   $ 0 $ 0          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                        
Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares (in shares) [1]               78,126,000 90,710,000      
Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares 0                 938,225    
Liquidation of General Partner (1,150)     $ (559)           (591)    
Common shares issued for acquisition (in shares) [1]               9,018,000        
Common units issued for acquisition 254,600                 254,600    
Equity-based compensation 1,302         $ 1,098       204    
Vesting of restricted stock units (in shares)           73,000            
Distribution equivalent rights payments (211)         $ (163)         (48)  
Distributions to public (128,566)         (84,018)         (44,548)  
Distributions to Diamondback (195,976)         (862) $ (75)     (20) (4,530) (190,489)
Change in ownership of consolidated subsidiaries, net 0         $ 31,668       (133,300)   101,632
Repurchased units as part of unit buyback (in shares)   (1,000,000)       (2,392,000)   (1,000,000) [1]        
Repurchased units as part of unit buyback (95,221)         $ (67,181)       (28,040)    
Net income (loss) 501,341                     301,253
Ending balance (in shares) at Dec. 31, 2023   86,144,273 90,709,946         86,144,000 [1] 90,710,000 [1]      
Ending balance at Dec. 31, 2023 $ 2,857,554                 $ 1,031,078 $ (16,786) $ 1,843,262
[1] The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero at December 31, 2023
XML 28 R7.htm IDEA: XBRL DOCUMENT v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net income (loss) $ 501,341 $ 655,004 $ 256,677
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Provision for (benefit from) deferred income taxes (7,000) (49,656) 0
Depletion 146,118 121,071 102,987
(Gain) loss on derivative instruments, net 25,793 18,138 69,409
Net cash receipts (payments) on derivatives (13,319) (31,319) (92,585)
Other 3,442 5,070 4,710
Changes in operating assets and liabilities:      
Royalty income receivable (27,379) (13,089) (36,358)
Royalty income receivable—related party 2,931 (4,116) (146)
Accounts payable and accrued liabilities 6,311 151 2,273
Accounts payable—related party 1,024 306 0
Income taxes payable 1,014 440 471
Other (2,084) (2,204) (324)
Net cash provided by (used in) operating activities 638,192 699,796 307,114
Cash flows from investing activities:      
Proceeds from sale of oil and natural gas interests (3,164) 111,702 0
Net cash provided by (used in) investing activities (908,365) 47,571 (281,176)
Cash flows from financing activities:      
Proceeds from borrowings under credit facility 573,000 272,000 330,000
Repayment on credit facility (462,000) (424,000) (110,000)
Proceeds from senior notes 400,000 0 0
Repayment of senior notes 0 (48,963) 0
Proceeds from public offering to Diamondback 200,000 0 0
Repurchased shares/units under buyback program (95,221) (150,593) (45,999)
Dividends/distributions to shareholders (128,777) (182,835) (75,942)
Dividends/distributions to Diamondback (195,976) (234,103) (100,685)
Other (13,163) (142) (2,985)
Net cash provided by (used in) financing activities 277,863 (768,636) (5,611)
Net increase (decrease) in cash and cash equivalents 7,690 (21,269) 20,327
Cash, cash equivalents and restricted cash at beginning of period 18,179 39,448 19,121
Cash, cash equivalents and restricted cash at end of period 25,869 18,179 39,448
Supplemental disclosure of cash flow information:      
Interest paid (40,187) (36,868) (30,784)
Cash (paid) received for income taxes (51,345) (16,990) (1,050)
Supplemental disclosure of non—cash transactions:      
Common shares/units issued for acquisition (254,600) 0 (336,872)
Related Party      
Cash flows from investing activities:      
Acquisitions of oil and natural gas interests (75,073) 0 0
Nonrelated Party      
Cash flows from investing activities:      
Acquisitions of oil and natural gas interests $ (830,128) $ (64,131) $ (281,176)
XML 29 R8.htm IDEA: XBRL DOCUMENT v3.24.0.1
ORGANIZATION AND BASIS OF PRESENTATION
12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation ORGANIZATION AND BASIS OF PRESENTATION
Conversion into Corporation

Effective November 13, 2023 (the “Effective Time”), Viper Energy Partners LP (the “Partnership”) converted from a publicly traded Delaware limited partnership to a Delaware corporation pursuant to a plan of conversion (the “Conversion”) and changed names from Viper Energy Partners LP to Viper Energy, Inc. Additionally, the certificate of incorporation and the bylaws of Viper Energy, Inc. became effective. This annual report includes the results for the Partnership prior to the Conversion and Viper Energy, Inc. (the “Company”) following the Conversion. References to the “Company” refer to (i) Viper Energy, Inc. and its consolidated subsidiaries following the Conversion and (ii) the Partnership and its consolidated subsidiaries prior to the Conversion. References to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Common Stock, as defined in the paragraph below. References to dividends prior to the Conversion refer to distributions. There are no tax impacts resulting from the Conversion as Viper Energy Partners LP was treated as a corporation for tax purposes.

At the Effective Time, each common unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class A Common Stock, $0.000001 par value per share (“Class A Common Stock”), of the Company, (ii) each Class B unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class B Common Stock, $0.000001 par value per share, of the Company (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), and (iii) the general partner interest issued and outstanding immediately prior to the Effective Time (100% owned by the General Partner) was cancelled and was no longer outstanding. At the Effective Time, as a result of the Conversion, holders of common units became holders of Class A Common Stock and holders of Class B units became holders of Class B Common Stock. Similar to Class B units before the Conversion, each share of Class B Common Stock is exchangeable, at the discretion of the holders of Class B Common Stock, together with one unit of the Operating Company, into one share of Class A Common Stock post-Conversion. Holders of Class B Common Stock have the same preferred dividend and liquidation preference rights as those provided to holders of Class B units under the Partnership Agreement. At the Effective Time, Diamondback Energy, Inc. (“Diamondback”) and its wholly owned subsidiary Diamondback E&P LLC were the only holders of the Class B Common Stock and collectively owned approximately 56% of the outstanding shares of Common Stock. As a result, the Company is a “controlled company” within the meaning of the corporate governance standards of Nasdaq and, as a result, will qualify for certain exemptions from the corporate governance rules of Nasdaq.

After the Conversion, former limited partners owned the same percentage of the Company’s outstanding shares as they previously owned of the Partnership’s outstanding equity interests.

At the Effective Time, the certificate of incorporation and bylaws of the Company generally provided stockholders of the Company with substantially the same or greater rights and substantially the same or lesser obligations, as those that limited partners had in the Partnership Agreement. Previously, limited partners were not generally entitled to vote with respect to governance of the Partnership, except for those few matters set forth in the Partnership Agreement. Following the Conversion, except as otherwise expressly provided in the Certificate of Incorporation, the holders of Common Stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the Delaware General Corporation Law, including the election of the board of directors of the Company.

As of the Effective Time, the business and affairs of the Company are overseen by a board of directors, rather than the General Partner, which previously oversaw the business and affairs of the Partnership as its general partner. The directors and executive officers of the General Partner immediately prior to the Effective Time became the directors and executive officers of the Company at the Effective Time. In addition, the audit committee of the board of directors of the General Partner, and the membership thereof, immediately prior to the Effective Time, were replicated at the Company at the Effective time. Further, post-Conversion, Diamondback continues to provide personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to the services and secondment agreement in substantially the same manner as Diamondback previously provided to the General Partner. In addition, for so long as Diamondback and any of its subsidiaries collectively beneficially own at least 25% of the outstanding common stock of the Company, (i) Diamondback will have the right to designate up to three persons to serve as directors of the Company and (ii) the
board of directors of the Company may not appoint any person other than a Diamondback seconded employee as an executive officer of the Company unless such appointment is approved, in advance, by either (x) Diamondback (which approval may not be unreasonably withheld or conditioned) or (y) the affirmative vote of the holders of at least 80% of the voting power of the capital stock of the Company. Currently, there are two Diamondback designees to the board of directors of the Company—Travis Stice and Kaes Van’t Hof.

At the open of business on November 13, 2023, Nasdaq ceased trading of the common units and commenced trading of the Class A Common Stock on Nasdaq under the existing ticker symbol “VNOM,” and the Company became the successor registrant to the Partnership. No action by the current holders of common units was required. A new CUSIP number has been issued for the Class A Common Stock, which became effective at the Effective Time. Because the Partnership was already treated as a corporation for U.S. federal income tax purposes pre-Conversion, the Conversion did not affect the Company’s status as a corporation for U.S. federal income tax purposes or materially impact the U.S. federal income tax treatment of its common equity holders.

Organization

The Company is a publicly traded Delaware corporation focused on owning and acquiring mineral interests and royalty interests in oil and natural gas properties primarily in the Permian Basin.

As of December 31, 2023, Diamondback beneficially owned approximately 56% of the Company’s total Common Stock outstanding.

Basis of Presentation

The accompanying consolidated financial statements and related notes thereto were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All material intercompany balances and transactions are eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
XML 30 R9.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates

Certain amounts included in or affecting the Company’s financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the financial statements.

Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, the war in Ukraine and the Israel-Hamas War, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and measures to combat persistent inflation and instability in the financial sector have contributed to recent pricing and economic volatility. The financial results of companies in the oil and natural gas industry have been and may continue to be impacted materially as a result of changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.

The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in each particular circumstance. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include, estimates of proved oil and natural gas reserves
and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas interests, estimates of third party operated royalty income related to expected sales volumes and prices, the recoverability of costs of unevaluated properties, the fair value determination of assets and liabilities, including those acquired by the Company, fair value estimates of commodity derivatives and estimates of income taxes, including deferred tax valuation allowances.

Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.

Royalty Income Receivable

Royalty income receivables consist of receivables for oil and natural gas sales made by the Company’s third-party operators and Diamondback. The operators remit payment for production directly to the Company. Most payments for production are received within three months after the production date. Payments on new wells added organically or through acquisition may be further delayed due to title opinion work which is required to be completed by the operator before payments are released.

Royalty income receivables are stated at amounts due from operators, net of an allowance for expected losses as estimated by the Company when collection is deemed doubtful. Royalty income receivables outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance utilizing the loss-rate method, which considers a number of factors, including the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company writes off specific royalty income receivables when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses. At December 31, 2023 and December 31, 2022, the Company’s allowance for expected losses was immaterial.

Derivative Instruments

The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”

Revenue from Contracts with Customers

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

Royalty income from oil, natural gas and natural gas liquids sales

The Company’s oil, natural gas and natural gas liquids sales contracts are generally structured whereby the producer of the properties in which the Company owns a royalty interest sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Company collects its percentage royalty based on the revenue generated. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.
Transaction price allocated to remaining performance obligations

The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.

Contract balances

Under the Company’s royalty income contracts, it has the right to receive royalty income from the producer once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities under Accounting Standards Codification 606.

Prior-period performance obligations

The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s interest. The Company records the differences between its estimates and the actual amounts received for royalties in the month that payment is received from the producer. Any identified differences between its revenue estimates and actual revenue received historically have not been significant. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.

Oil and Natural Gas Properties

The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs are capitalized and amortized on a composite unit of production method based on proved oil, natural gas liquids and natural gas reserves. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas liquids and natural gas. At December 31, 2023 and 2022, the Company’s oil and natural gas properties consist solely of mineral interests in oil and natural gas properties.

Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $10.20, $9.86 and $10.04 for the years ended December 31, 2023, 2022 and 2021, respectively. Depletion for oil and natural gas properties was $146.1 million, $121.1 million and $103.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas interests net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions and excluding the estimated abandonment costs for properties with asset retirement obligations recorded on the balance sheet, (ii) the cost of properties not being amortized, if any, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. See Note 5—Oil and Natural Gas Interests for additional discussion of the Company’s oil and natural gas properties.

Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property at least annually for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent of the operator to drill; remaining lease term with the current operator; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in
which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.

Debt Issuance Costs

Other assets include capitalized costs related to the credit facility of $15.5 million and $9.7 million, and accumulated amortization of those costs over the term of the credit facility of $10.0 million and $9.5 million as of December 31, 2023, and 2022, respectively.

Long-term debt includes capitalized costs related to the Company’s 5.375% senior notes due 2027 and 7.375% senior notes due 2031 (collectively, the “Notes”). The costs associated with the Notes are being netted against the Notes’ balances and amortized over the term of the Notes using the effective interest method. See Note 6—Debt for further details.

Related Party Transactions

Royalty Income Receivable

As of December 31, 2023 and December 31, 2022, Diamondback, either directly or through its consolidated subsidiaries, owed the Company $3.3 million and $6.3 million, respectively, for royalty income received from third parties for the Company’s production, which had not yet been remitted to the Company.

Lease Bonus Income

During the year ended December 31, 2023, Diamondback, either directly or through its consolidated subsidiaries, paid the Company $107.8 million of lease bonus income primarily related to new leases in the Permian Basin. Lease bonus income for the year ended December 31, 2023 includes a lease bonus payment of $95.8 million to the Operating Company from a lease agreement with a subsidiary of Diamondback covering certain Permian Basin acreage on terms substantially identical to the Operating Company’s other lease arrangements with Diamondback. This transaction was considered and approved by the conflicts committee of the board of directors. During the year ended December 31, 2022, Diamondback, either directly or through its consolidated subsidiaries, paid the Company $23.4 million of lease bonus income primarily related to lease ratification and certain leases acquired in the Swallowtail Acquisition.

Other Related Party Transactions

See Note 4—Acquisitions and Divestitures for significant related party acquisitions of oil and natural gas interests.

See Note 7—Stockholders' Equity for further details regarding equity transactions with related parties.

All other related party transactions with Diamondback or its affiliates have been stated on the face of the consolidated financial statements or were insignificant for the years ended December 31, 2023, 2022 and 2021, respectively.

Accrued Liabilities

The Company’s accrued liabilities are financial instruments for which the carrying value approximates fair value.

Accrued liabilities consist of the following at December 31, 2023, and 2022:
December 31,
20232022
(In thousands)
Interest payable$11,036 $3,972 
Ad valorem taxes payable13,299 12,492 
Derivatives instruments payable1,279 1,684 
Other1,407 1,452 
Total accrued liabilities$27,021 $19,600 
Concentrations

The Company is subject to risk resulting from the concentration of the Company’s royalty income in producing oil and natural gas properties and receivables with several significant purchasers. For the year ended December 31, 2023, two purchasers each accounted for more than 10% of royalty income: Vitol Midstream Pipeline LLC (16%) and DK Trading and Supply LLC (15%). For the year ended December 31, 2022, two purchasers each accounted for more than 10% of royalty income: Shell Trading (US) Company (14%) and Vitol Midstream Pipeline LLC (14%). For the year ended December 31, 2021, three purchasers each accounted for more than 10% of royalty income: Trafigura Trading LLC (17%), Shell Trading (US) Company (16%) and Vitol Midstream Pipeline LLC (12%). The Company does not require collateral and does not believe the loss of any single purchaser would materially impact the Company’s operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the years ended December 31, 2023, 2022 and 2021, there were no interest or penalties associated with uncertain tax positions recognized in the Company’s consolidated financial statements. See Note 9—Income Taxes for further details.

Non-controlling Interest

Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. When Diamondback’s relative ownership interest in the Operating Company changes, adjustments to non-controlling interest and stockholders’ equity, tax effected, will occur. Because these changes in the Company’s ownership interest in the Operating Company did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, “Consolidation.” This guidance requires that any differences between the carrying value of the Company’s basis in the Operating Company and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 7—Stockholders' Equity for further discussion of changes in ownership interest.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

There are no recently adopted pronouncements.

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management
is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.
XML 31 R10.htm IDEA: XBRL DOCUMENT v3.24.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS
12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

For the years ended December 31, 2023, 2022 and 2021, any revenues recognized in the current reporting period for performance obligations satisfied in prior reporting periods were not material.

The following table disaggregates the Company’s total royalty income by product type:

Year Ended December 31,
202320222021
(In thousands)
Oil income$619,181 $667,281 $397,513 
Natural gas income30,953 83,149 49,197 
Natural gas liquids income66,976 87,546 54,824 
Total royalty income$717,110 $837,976 $501,534 
XML 32 R11.htm IDEA: XBRL DOCUMENT v3.24.0.1
ACQUISITIONS AND DIVESTITURES
12 Months Ended
Dec. 31, 2023
Business Combinations And Divestitures [Abstract]  
ACQUISITIONS AND DIVESTITURES ACQUISITIONS AND DIVESTITURES
2023 Activity

Acquisitions

GRP Acquisition

On November 1, 2023, the Company and the Operating Company acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP, affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”) pursuant to a definitive purchase and sale agreement for approximately 9.02 million common units and $759.6 million in cash, including transaction costs and subject to customary post-closing adjustments (the “GRP Acquisition”). The mineral and royalty interests acquired in the GRP Acquisition represent approximately 4,600 net royalty acres in the Permian Basin, plus approximately 2,700 additional net royalty acres in other major basins. The cash consideration for the GRP Acquisition was funded through a combination of cash on hand and held in escrow, borrowings under the Operating Company’s revolving credit facility, proceeds from the 2031 Notes (as defined in Note 6—Debt) and proceeds from the $200.0 million common unit issuance to Diamondback discussed further in Note 7—Stockholders' Equity.

Drop Down Transaction

On March 8, 2023, the Company acquired certain mineral and royalty interests from subsidiaries of Diamondback for approximately $74.5 million in cash, including customary closing adjustments for net title benefits (the “Drop Down”). The mineral and royalty interests acquired in the Drop Down represent approximately 660 net royalty acres in Ward County in the Southern Delaware Basin, 100% of which are operated by Diamondback, and have an average net royalty interest of approximately 7.2% and current production of approximately 300 BO/d. The Company funded the Drop Down through a combination of cash on hand and borrowings under the Operating Company’s revolving credit facility. The Drop Down was accounted for as a transaction between entities under common control with the properties acquired recorded at Diamondback’s
historical carrying value in the Company’s consolidated balance sheet. The historical carrying value of the properties approximated the Drop Down purchase price.

Other Acquisitions

Additionally during the year ended December 31, 2023 the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 286 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $70.4 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.

2022 Activity

Acquisitions

During the year ended December 31, 2022, in individually insignificant transactions, the Company acquired from unrelated third-party sellers mineral and royalty interests representing 375 net royalty acres in the Permian Basin for an aggregate net purchase price of approximately $65.8 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.

Divestitures

In the fourth quarter of 2022, the Company divested its entire position in the Eagle Ford Shale consisting of 681 net royalty acres of third party operated acreage for an aggregate net sales price of $53.7 million, including customary closing adjustments.

In the third quarter of 2022, the Company divested 93 net royalty acres of third party operated acreage located entirely in Loving county in the Delaware Basin for an aggregate net sales price of $29.9 million, including customary closing adjustments.

In the first quarter of 2022, the Company divested 325 net royalty acres of third party operated acreage located entirely in Upton and Reagan counties in the Midland Basin for an aggregate net sales price of $29.3 million, including customary closing adjustments.

2021 Acquisitions

Swallowtail Acquisition

On October 1, 2021, the Company and the Operating Company acquired certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC (the “Swallowtail entities”) pursuant to a definitive purchase and sale agreement for approximately 15.25 million common shares and approximately $225.3 million in cash (the “Swallowtail Acquisition”). The mineral and royalty interests acquired in the Swallowtail Acquisition represent 2,313 net royalty acres primarily in the Northern Midland Basin, of which 62% are operated by Diamondback. The Swallowtail Acquisition had an effective date of August 1, 2021. The cash portion of this transaction was funded through a combination of cash on hand and approximately $190.0 million of borrowings under the Operating Company’s revolving credit facility.

Other 2021 Acquisitions

Additionally during the year ended December 31, 2021, the Company acquired, from unrelated third party sellers, mineral and royalty interests representing 392 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $55.1 million, after post-closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.
XML 33 R12.htm IDEA: XBRL DOCUMENT v3.24.0.1
OIL AND NATURAL GAS INTERESTS
12 Months Ended
Dec. 31, 2023
Extractive Industries [Abstract]  
OIL AND NATURAL GAS INTERESTS OIL AND NATURAL GAS INTERESTS
Oil and natural gas interests include the following:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Subject to depletion$2,859,642 $2,167,598 
Not subject to depletion1,769,341 1,297,221 
Gross oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Oil and natural gas interests, net3,762,631 2,744,585 
Land5,688 5,688 
Property, net of accumulated depletion and impairment$3,768,319 $2,750,273 
Balance of costs not subject to depletion:
Incurred in 2023$720,529 
Incurred in 202233,781 
Incurred in 2021429,991 
Prior585,040 
Total not subject to depletion$1,769,341 

As of December 31, 2023 and 2022, the Company had mineral and royalty interests representing 34,217 and 26,315 net royalty acres, respectively.

Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved reserves can be made. The inclusion of the Company’s unevaluated costs into the amortization base is expected to be completed within eight to ten years.

Based on the results of the quarterly ceiling tests, the Company was not required to record an impairment on the Company’s proved oil and natural gas interests for the years ended December 31, 2023, 2022 and 2021. In addition to commodity prices, the Company’s production rates, levels of proved reserves, transfers of unevaluated properties and other factors will determine its actual ceiling test limitations and impairment analysis in future periods. If the trailing 12-month commodity prices were to fall as compared to the commodity prices used in prior quarters, the Company could have write-downs in subsequent quarters, which may be material.
XML 34 R13.htm IDEA: XBRL DOCUMENT v3.24.0.1
DEBT
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt consisted of the following as of the dates indicated:
December 31,
20232022
(In thousands)
5.375% senior unsecured notes due 2027
$430,350 $430,350 
7.375% senior unsecured notes due 2031
400,000 — 
Revolving credit facility263,000 152,000 
Unamortized debt issuance costs(6,903)(1,306)
Unamortized discount(3,365)(4,149)
Total long-term debt$1,083,082 $576,895 
Issuance of 2031 Notes

On October 19, 2023, the Company completed an offering of $400.0 million in aggregate principal amount of its 7.375% Senior Notes maturing on November 1, 2031 (the “2031 Notes”). The Company received net proceeds of approximately $394.0 million, after deducting the initial purchasers’ discount and transaction costs from the 2031 Notes. The Company loaned the gross proceeds to the Operating Company, which used the proceeds to partially fund the cash portion of the GRP Acquisition.

The Notes

The Notes are senior unsecured obligations of the Company, initially guaranteed on a senior unsecured basis by the Operating Company, and will pay interest semi-annually. Diamondback will not guarantee the Notes. In the future, each of the Company’s restricted subsidiaries that either (i) guarantees any of its or a guarantor’s indebtedness, or (ii) is a domestic restricted subsidiary and is an obligor with respect to any indebtedness under any credit facility will be required to guarantee the Notes.

The Operating Company’s Revolving Credit Facility

On May 31, 2023, the Operating Company entered into a tenth amendment to the existing credit facility, which among other things, (i) maintained the maximum credit amount of $2.0 billion, (ii) increased the borrowing base from $580.0 million to $1.0 billion and (iii) increased the aggregate elected commitment amount from $500.0 million to $750.0 million.

On September 22, 2023, the Operating Company entered into an eleventh and separately a twelfth amendment to the existing credit facility, which among other things, (i) extended the maturity date from June 2, 2025, to September 22, 2028, (ii) maintained the maximum credit amount of $2.0 billion, (iii) further increased the borrowing base from $1.0 billion to $1.3 billion upon consummation of the GRP Acquisition, (iv) further increased the aggregate elected commitment amount from $750.0 million to $850.0 million, and (v) waived the automatic reduction of the borrowing base that otherwise would have occurred upon the consummation of the issuance of the 2031 Notes.

As of December 31, 2023, the Operating Company had $263.0 million of outstanding borrowings and $587.0 million available for future borrowings under the Operating Company’s revolving credit facility. For the years ended December 31, 2023, 2022 and 2021, the weighted average interest rate on borrowings under the Operating Company’s revolving credit facility was 7.41%, 4.22%, and 2.35%, respectively.

The outstanding borrowings under the credit facility bear interest at a rate elected by the Operating Company that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”), or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.00%), in each case plus the applicable margin. The applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternative base rate and from 2.00% to 3.00% per annum in the case of Adjusted Term SOFR, in each case depending on the amount of the loans outstanding in relation to the commitment, which is calculated using the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. The Operating Company is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment. The credit facility is secured by substantially all the assets of the Company and the Operating Company.

The credit facility contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.
Financial CovenantRequired Ratio
Ratio of total net debt to EBITDAX, as defined in the credit facility
Not greater than 4.0 to 1.0
Ratio of current assets to liabilities, as defined in the credit facility
Not less than 1.0 to 1.0
Ratio of secured debt to EBITDAX, as defined in the credit facility
Not greater than 2.5 to 1.0

As of December 31, 2023, the Operating Company was in compliance with all financial maintenance covenants under its credit facility.
Interest expense

The following amounts have been incurred and charged to interest expense for the years ended December 31, 2023, 2022 and 2021:
Year Ended December 31,
202320222021
(In thousands)
Interest expense$48,222 $37,539 $31,384 
Other fees and expenses836 2,883 2,662 
Less: interest income151 13 
Interest expense, net$48,907 $40,409 $34,044 
XML 35 R14.htm IDEA: XBRL DOCUMENT v3.24.0.1
STOCKHOLDERS’ EQUITY
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
At December 31, 2023, the Company had a total of 86,144,273 shares of Class A Common Stock issued and outstanding and 90,709,946 shares of Class B Common Stock issued and outstanding, of which 7,946,507 shares of Class A Common Stock and 90,709,946 shares of Class B Common Stock were beneficially owned by Diamondback, representing approximately 56% of the Company’s total shares outstanding. Diamondback also beneficially owns 90,709,946 Operating Company shares, representing a 51% non-controlling ownership interest in the Operating Company. The Operating Company shares and the Company’s Class B Common Stock beneficially owned by Diamondback are exchangeable from time to time for the Company’s Class A Common Stock (that is, one Operating Company share and one Company Class B Common Stock share, together, will be exchangeable for one Company Class A Common Stock share).

Viper Issuance of Common Units to Diamondback

On October 31, 2023, the Company issued approximately 7.22 million of its common units to Diamondback at a price of $27.72 per unit for total net proceeds of approximately $200.0 million pursuant to a common unit purchase and sale agreement entered into with Diamondback on September 4, 2023. The net proceeds of this common unit issuance were used to fund a portion of the cash consideration for the GRP Acquisition.

Common Stock Repurchase Program

The board of directors of the General Partner previously authorized a $750.0 million common unit repurchase program, which has been ratified and continued by the Company’s board of directors with respect to the repurchase of the Company’s Class A Common Stock, excluding excise tax, over an indefinite period of time. The Company intends to purchase shares of Class A Common Stock under the repurchase program opportunistically with funds from cash on hand, free cash flow from operations and potential liquidity events such as the sale of assets. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors of the Company at any time.

During the years ended December 31, 2023, 2022 and 2021, repurchases under the repurchase program totaled $95.2 million, $150.6 million, and $46.0 million, respectively. Repurchases for the year ended December 31, 2023 include approximately $28.7 million for the repurchase of 1.0 million shares of Class A Common Stock from GRP in a privately negotiated transaction in the fourth quarter of 2023. Repurchases for the year ended December 31, 2022 include approximately $37.3 million for the repurchase of 1.5 million shares of Class A Common Stock from a significant shareholder in a privately negotiated transaction. As of December 31, 2023, $434.2 million remains available under the repurchase program, excluding excise tax.

Changes in Ownership of Consolidated Subsidiaries

Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. Diamondback’s relative ownership interest in the Operating Company can change due to the Company’s public offerings of shares, issuance of shares for acquisitions, issuance of share-based compensation, repurchases of common shares and distribution equivalent rights paid on the Company’s shares. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings.
The following table summarizes the changes in stockholders’ equity due to changes in ownership interest during the period:

Year Ended December 31,
202320222021
(In thousands)
Net income (loss) attributable to the Company$200,088 $151,673 $57,939 
Change in ownership of consolidated subsidiaries (101,632)58,253 (93,473)
Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest$98,456 $209,926 $(35,534)

Cash Dividends

The board of directors of the Company has established a dividend policy, consistent with the pre-Conversion distribution policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to its unitholders (including Diamondback and the Company) and the Company in turn distributes all or a portion of the available cash it receives from the Operating Company to shareholders of its Class A Common Stock. The Company currently intends to pay quarterly variable dividends of at least 75% of its available cash less the base dividend declared and the amount paid in stock repurchases as part of the Company’s buyback program for the applicable quarter. Additionally, the Company’s board of directors approved excluding the $28.7 million one-time share repurchase from GRP that occurred in November 2023 from the calculation of cash available for distribution for the fourth quarter of 2023.

The Company’s available cash and the available cash of the Operating Company for each quarter, a non-GAAP measure, is determined by the Company’s board of directors following the end of such quarter. The Company expects that its available cash will generally equal the Adjusted EBITDA attributable to the Company for the applicable quarter, less cash needed for income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Company’s board of directors deems necessary or appropriate, lease bonus income (net of applicable taxes), distribution equivalent rights payments and preferred distributions.

The percentage of cash available for distribution by the Operating Company pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through the Company’s stock repurchase program.

The Company is also required to pay a quarterly preferred dividend in respect of its Class B Common Stock in the aggregate amount of $20,000 per quarter, which is consistent with the Partnership’s pre-Conversion preferred distribution requirement. Other than the preferred dividend requirement, the Company is not required to pay dividends to its common stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of the Company’s board of directors.
The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2023, 2022 and 2021 (in thousands, except for per unit amounts):
PeriodAmount per Operating Company Unit
Operating Company Distributions to Diamondback
Amount per Common Unit
Common Unitholders(1)
Declaration DateUnitholder Record DatePayment Date
Q4 2020$0.14 $12,699 $0.14 $9,162 February 19, 2021March 4, 2021March 11, 2021
Q1 2021$0.25 $22,678 $0.25 $16,230 April 27, 2021May 13, 2021May 20, 2021
Q2 2021$0.33 $29,936 $0.33 $21,235 July 28, 2021August 12, 2021August 19, 2021
Q3 2021$0.38 $34,469 $0.38 $30,118 October 27, 2021November 11, 2021November 18, 2021
Q4 2021$0.47 $42,634 $0.47 $36,238 February 16, 2022March 4, 2022March 11, 2022
Q1 2022$0.70 $63,497 $0.67 $51,680 April 27, 2022May 12, 2022May 19, 2022
Q2 2022$0.87 $78,918 $0.81 $60,626 July 26, 2022August 16, 2022August 23, 2022
Q3 2022$0.52 $47,170 $0.49 $36,076 November 3, 2022November 17, 2022November 25, 2022
Q4 2022$0.54 $48,983 $0.49 $35,683 February 15, 2023March 3, 2023March 10, 2023
Q1 2023$0.42 $38,097 $0.33 $23,797 April 26, 2023May 11, 2023May 18, 2023
Q2 2023$0.44 $39,912 $0.36 $25,563 July 25, 2023August 10, 2023August 17, 2023
Q3 2023$0.70 $63,497 $0.57 $49,126 November 2, 2023November 16, 2023November 24, 2023
(1)Payments made prior to the Conversion include amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback. Payments made after the Conversion include amounts paid to shareholders of Class A Common Stock, including the 7,946,507 shares of Class A Common Stock owned by Diamondback.

Cash dividends will be made to the common stockholders of record on the applicable record date, generally within 60 days after the end of each quarter.

Allocation of Net Income

The Partnership, as the previous managing member of the Operating Company, had an agreement, as amended on December 28, 2021, whereby special allocations of the Operating Company’s income and gains over losses and deductions (but before depletion) were made to Diamondback through December 31, 2022. These special income allocations reduced the taxable income allocated to the Partnership’s common unitholders during 2022 and 2021.
XML 36 R15.htm IDEA: XBRL DOCUMENT v3.24.0.1
EARNINGS PER COMMON SHARE
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
EARNINGS PER COMMON SHARE EARNINGS PER COMMON SHARE
The net income (loss) per share of Class A Common Stock on the consolidated statements of operations is based on the net income (loss) attributable to the Company’s Class A Common Stock for the year ended December 31, 2023, and common units for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, the Partnership’s net income (loss) was allocated wholly to the common unitholders, as the General Partner did not have an economic interest. Payments made to the Company’s stockholders are determined in relation to the cash dividend policy described in Note 7—Stockholders' Equity.

Basic and diluted earnings per share of the Company’s Class A Common Stock are calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of Class A Common Stock and participating securities. Basic net income (loss) per share of Class A Common Stock is calculated by dividing net income (loss) by the weighted-average shares of Class A Common Stock outstanding during the period. Diluted net income (loss) per share of Class A Common Stock gives effect, when applicable, to unvested shares of Class A Common Stock granted under the LTIP.
A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:

Year Ended December 31,
202320222021
(In thousands, except per share amounts)
Net income (loss) attributable to the period$200,088 $151,673 $57,939 
Less: net income (loss) allocated to participating securities(1)
299 365 193 
Net income (loss) attributable to common stockholders$199,789 $151,308 $57,746 
Weighted average common shares outstanding:
Basic weighted average common shares outstanding74,176 75,612 68,319 
Effect of dilutive securities:
Potential common shares issuable(2)
— 67 72 
Diluted weighted average common shares outstanding74,176 75,679 68,391 
Net income (loss) per common stock, basic
$2.69 $2.00 $0.85 
Net income (loss) per common stock, diluted
$2.69 $2.00 $0.85 
(1)    Unvested restricted stock shares that contain non-forfeitable distribution equivalent rights granted are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.
(2)    For the years ended December 31, 2023 and 2022, no significant potential common shares were excluded from the computation of diluted earnings per common share. For the year ended December 31, 2021, 10,160 potential common shares were excluded in the computation of diluted earnings per common share because their inclusion would have been anti-dilutive.
XML 37 R16.htm IDEA: XBRL DOCUMENT v3.24.0.1
INCOME TAXES
12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s total income tax expense and benefit for the years ended December 31, 2023 and 2022, respectively, differed from amounts computed by applying the United States federal statutory tax rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and the impact of reductions to the valuation allowance in 2023 and in 2022. For the year ended December 31, 2021, total income tax expense differed from amounts computed by applying the United States federal statutory rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and maintaining a valuation allowance on the Company’s deferred tax assets.

The components of the provision for income taxes and effective tax rates for the years ended December 31, 2023, 2022 and 2021 are as follows:
Year Ended December 31,
202320222021
(In thousands)
Current income tax provision (benefit):
Federal$50,414 $15,929 $1,218 
State2,538 1,074 303 
Total current income tax provision (benefit)52,952 17,003 1,521 
Deferred income tax provision (benefit):
Federal(6,532)(49,656)— 
State(468)— — 
Total deferred income tax provision (benefit)(7,000)(49,656)— 
Total provision (benefit) from income taxes$45,952 $(32,653)$1,521 
Effective tax rates8.4 %(5.2)%0.6 %
A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:
Year Ended December 31,
202320222021
(In thousands)
Income tax expense (benefit) at the federal statutory rate (21%)$114,931 $130,694 $54,221 
Impact of nontaxable noncontrolling interest(63,263)(105,699)(41,735)
State income tax expense (benefit), net of federal tax effect1,657 846 262 
Change in valuation allowance(7,281)(58,443)(11,175)
Other, net(92)(51)(52)
Provision for (benefit from) income taxes$45,952 $(32,653)$1,521 

The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:
Year Ended December 31,
20232022
(In thousands)
Deferred tax assets:
Net operating loss and capital loss carryforwards$15 $70 
Investment in the Operating Company170,164 148,003 
Total deferred tax assets170,179 148,073 
Valuation allowance(113,523)(98,417)
Net deferred tax assets56,656 49,656 
Net deferred tax assets (liabilities)$56,656 $49,656 

At December 31, 2023, the Company has net deferred tax assets of approximately $56.7 million, including immaterial federal capital loss carryforwards expiring in 2026 and immaterial state operating loss carryforwards. Deferred taxes are provided on the difference between the Company’s basis for financial accounting purposes and basis for federal income tax purposes in its investment in the Operating Company.

During the years ended December 31, 2023 and 2022, the Company recognized discrete income tax benefits of $7.0 million and $49.7 million, respectively, related to a partial release of its beginning-of-the-year valuation allowance, based on a change in judgment about the realizability of its deferred tax assets in future years.

The Company principally operates in the state of Texas. For the years ended December 31, 2023 and 2022, the Company recognized $2.5 million and $1.1 million, respectively, in state income tax expense primarily for its share of Texas margin tax attributable to the Company’s results which are included in a combined tax return filed by Diamondback. At December 31, 2023, the Company did not have any significant uncertain tax positions requiring recognition in the financial statements. The Company’s 2020 through 2023 tax years remain open to examination by tax authorities.

The Inflation Reduction Act of 2022 (“IRA”) was enacted on August 16, 2022, and imposed an excise tax of 1% on the fair market value of certain public company stock repurchases for tax years beginning after December 31, 2022, and included several other provisions applicable to U.S. income taxes for corporations. The Company did not accrue excise tax during the year ended December 31, 2023 due to stock issuances exceeding stock repurchases for the year.
XML 38 R17.htm IDEA: XBRL DOCUMENT v3.24.0.1
DERIVATIVES
12 Months Ended
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVES DERIVATIVES
During 2023, the Company used fixed price swap contracts, fixed price basis swap contracts and costless collars with corresponding put and call options to reduce price volatility associated with certain of its royalty income. At December 31, 2023, the Company has puts, costless collars and fixed price basis swap contracts outstanding.

The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with put contracts for oil based on WTI Cushing and fixed price basis swaps for oil based on the spread between the WTI Cushing crude oil price and the Argus WTI Midland crude oil price. The Company’s fixed price basis swaps for natural gas are for the spread between the Waha Hub natural gas price and the Henry Hub natural gas price. The weighted average differential represents the
amount of reduction to the WTI Cushing oil price and the Waha Hub natural gas price for the notional volumes covered by the basis swap contracts. Under the Company’s costless collar contracts, each collar has an established floor price and ceiling price. When the settlement price is below the floor price, the counterparty is required to make a payment to the Company, and when the settlement price is above the ceiling price, the Company is required to make a payment to the counterparty. When the settlement price is between the floor and the ceiling, there is no payment required.

By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company’s counterparties are all participants in the amended and restated credit facility, which is secured by substantially all of the assets of the Operating Company; therefore, the Company is not required to post any collateral. The Company’s counterparties have been determined to have an acceptable credit risk; therefore, the Company does not require collateral from its counterparties.

As of December 31, 2023, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.
SwapsCollarsPuts
Settlement MonthSettlement YearType of Contract
Bbls/MMBtu Per Day
IndexWeighted Average DifferentialWeighted Average Floor PriceWeighted Average Ceiling PriceStrike Price
Deferred Premium
OIL
Jan. - Mar.
2024
Puts
16,000WTI Cushing$—$—$—$58.13$(1.54)
Apr. - Jun.
2024
Puts
14,000
WTI Cushing
$—$—$—$59.29$(1.51)
Jul. - Dec.
2024
Puts
2,000
WTI Cushing
$—$—$—$55.00$(1.53)
Jan. - Jun.
2024
Costless Collar
6,000
WTI Cushing
$—$65.00$95.55$—$—
Jul. - Dec.
2024Costless Collar4,000WTI Cushing$—$55.00$93.66$—$—
NATURAL GAS
Jan. - Dec.
2024
Basis Swaps30,000Waha Hub$(1.20)$—$—$—$—
Jan. - Dec.
2025
Basis Swaps40,000Waha Hub$(0.68)$—$—$—$—

Balance Sheet Offsetting of Derivative Assets and Liabilities

The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. See Note 11—Fair Value Measurements for further details.

Gains and Losses on Derivative Instruments

The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:
Year Ended December 31,
202320222021
(In thousands)
Gain (loss) on derivative instruments$(25,793)$(18,138)$(69,409)
Net cash receipts (payments) on derivatives(1)
$(13,319)$(31,319)$(92,585)
(1)The year ended December 31, 2022 includes cash paid on commodity contracts terminated prior to their contractual maturity of $6.6 million.
XML 39 R18.htm IDEA: XBRL DOCUMENT v3.24.0.1
FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis on the Company’s consolidated balance sheets, including the Company’s derivative instruments. The fair values of the Company’s derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. These valuations are Level 2 inputs in the fair value hierarchy. The net amounts are classified as current or noncurrent based on their anticipated settlement dates.

The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022.

As of December 31, 2023
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $7,040 $— $7,040 $(6,682)$358 
Non-current:
Derivative instruments$— $1,269 $— $1,269 $(1,177)$92 
Liabilities:
Current:
Derivative instruments$— $9,643 $— $9,643 $(6,682)$2,961 
Non-current:
Derivative instruments$— $1,378 $— $1,378 $(1,177)$201 
As of December 31, 2022
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $13,296 $— $13,296 $(3,968)$9,328 
Non-current:
Derivative instruments$— $1,911 $— $1,911 $(1,469)$442 
Liabilities:
Current:
Derivative instruments$— $3,968 $— $3,968 $(3,968)$— 
Non-current:
Derivative instruments$— $1,476 $— $1,476 $(1,469)$

Assets and Liabilities Not Recorded at Fair Value

The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:
December 31, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Debt:
Revolving credit facility $263,000 $263,000 $152,000 $152,000 
5.375% senior notes due 2027(1)
$425,949 $422,122 $424,895 $411,634 
7.375% senior notes due 2031(1)
$394,133 $418,408 $— $— 
(1) The carrying value includes associated deferred loan costs and any discount.

The fair value of the Operating Company’s revolving credit facility approximates the carrying value based on borrowing rates available to the Company for bank loans with similar terms and maturities and is classified as Level 2 in the fair value hierarchy. The fair value of the Notes was determined using the December 31, 2023 quoted market price, a Level 1 classification in the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include mineral and royalty interests acquired in asset acquisitions and subsequent write-downs of the Company’s proved oil and natural gas interests to fair value when they are impaired or held for sale.

See Note 2—Summary of Significant Accounting Policies and Note 5—Oil and Natural Gas Interests for further discussion of non-recurring fair value adjustments.

Fair Value of Financial Assets

The Company has other financial instruments consisting of cash and cash equivalents, royalty income receivable, income tax receivable, prepaid expenses, other assets, accounts payable, accrued liabilities and income taxes payable. The carrying value of these instruments approximate their fair value because of the short-term nature of the instruments.
XML 40 R19.htm IDEA: XBRL DOCUMENT v3.24.0.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
The Company is a party to various routine legal proceedings, disputes and claims from time to time arising in the ordinary course of its business. While the ultimate outcome of any pending proceedings, disputes or claims, and any resulting impact on the Company, cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or
cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records reserves for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.
XML 41 R20.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
Cash Dividend

On February 15, 2024, the board of directors of the Company approved a cash dividend for the fourth quarter of 2023 of 0.56 per share of Class A Common Stock and $0.69 per Operating Company unit, in each case, payable on March 12, 2024, to stockholders of record at the close of business on March 5, 2024. The dividend on Class A Common Stock consists of a base quarterly dividend of $0.27 per share and a variable quarterly dividend of $0.29 per share.
XML 42 R21.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)
12 Months Ended
Dec. 31, 2023
Extractive Industries [Abstract]  
Supplemental Information on Oil and Natural Gas Operations (Unaudited) SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)
The Company’s oil and natural gas reserves are attributable solely to properties within the United States.

Capitalized oil and natural gas costs

Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Proved$2,859,642 $2,167,598 
Unproved1,769,341 1,297,221 
Total oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Net oil and natural gas interests capitalized$3,762,631 $2,744,585 

Costs incurred in oil and natural gas activities

Costs incurred in oil and natural gas property acquisition activities are as follows:
Year Ended December 31,
202320222021
(In thousands)
Acquisition costs:
Proved properties$402,659 $46,307 $138,882 
Unproved properties758,342 16,624 479,041 
Total$1,161,001 $62,931 $617,923 

Results of Operations from Oil and Natural Gas Producing Activities

Substantially all of the Company’s producing activities are from oil and natural gas activities and are included in the “—Consolidated Statements of Operations above.

Oil and Natural Gas Reserves

Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by our internal reservoir engineers and audited by Ryder Scott Company, L.P., independent petroleum engineers, as of December 31, 2023 and 2022 and prepared by Ryder Scott as of December 31, 2021. The reserve estimates represent the Company’s net revenue interest in the Company’s properties. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon SEC Prices for
the periods ended December 31, 2023, 2022 and 2021, respectively. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. All of the Company’s proved reserves included in the reserve reports are located in the continental United States. Although the estimates are believed to be reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

The following table presents changes in estimated proved reserves, which were prepared in accordance with the rules and regulations of the SEC.
Oil
(MBbls)
Natural Gas
(MMcf)
Natural Gas Liquids
(MBbls)
Total (MBOE)(1)
Proved Developed and Undeveloped Reserves:
As of December 31, 202057,530 119,450 21,953 99,392 
Purchase of reserves in place5,246 9,549 2,264 9,102 
Extensions and discoveries17,256 39,256 7,182 30,981 
Revisions of previous estimates(4,544)29,788 (1,339)(918)
Divestitures(180)(681)(114)(409)
Production(6,068)(13,672)(1,913)(10,260)
As of December 31, 202169,240 183,690 28,033 127,888 
Purchase of reserves in place599 1,186 209 1,006 
Extensions and discoveries15,714 29,177 5,281 25,858 
Revisions of previous estimates1,453 15,248 4,483 8,477 
Divestitures(905)(3,469)(564)(2,047)
Production(7,097)(15,868)(2,540)(12,282)
As of December 31, 202279,004 209,964 34,902 148,900 
Purchase of reserves in place10,469 27,011 4,006 18,977 
Extensions and discoveries13,636 34,632 6,150 25,558 
Revisions of previous estimates(5,178)11,101 3,466 138 
Production(8,028)(19,130)(3,108)(14,324)
As of December 31, 202389,903 263,578 45,416 179,249 
Proved Developed Reserves:
December 31, 202149,280 134,485 19,476 91,170 
December 31, 202254,817 161,119 25,621 107,291 
December 31, 202369,043 221,462 37,417 143,371 
Proved Undeveloped Reserves:
December 31, 202119,960 49,205 8,557 36,718 
December 31, 202224,187 48,845 9,281 41,609 
December 31, 202320,860 42,116 7,999 35,878 
(1)    Includes total proved reserves of 91,417 MBOE, 81,895 MBOE, 69,060 MBOE and 57,647 MBOE as of December 31, 2023, 2022, 2021 and 2020, respectively, attributable to a non-controlling interest in the Company.

Revisions represent changes in previous reserves estimates, either upward or downward, resulting from new information normally obtained from development drilling and production history or resulting from a change in economic factors, such as commodity prices, operating costs or development costs.
During the year ended December 31, 2023, the Company’s total extensions and discoveries of 25,558 MBOE resulted primarily from the drilling of 904 new wells and from 179 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 138 MBOE consist of positive revisions of 5,688 MBOE primarily attributable to performance revisions which were largely offset by PUD downgrades of 5,548 MBOE. Total purchases of reserves in place of 18,977 MBOE resulted primarily from the GRP Acquisition and other acquisitions of certain mineral and royalty interests.

During the year ended December 31, 2022, the Company’s total extensions and discoveries of 25,858 MBOE resulted primarily from the drilling of 636 new wells and from 199 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 8,477 MBOE were due to positive revisions of 15,484 MBOE attributable to price and performance revisions which were largely offset by PUD downgrades of 7,007 MBOE. Total purchases of reserves in place of 1,006 MBOE resulted from multiple acquisitions of certain mineral and royalty interests.

During the year ended December 31, 2021, the Company’s total extensions and discoveries of 30,981 MBOE resulted primarily from the drilling of 407 new wells and from 336 new proved undeveloped locations added. The Company’s total negative revisions of previous estimated quantities of 918 MBOE were due to PUD downgrades of 11,263 MBOE which were largely offset by positive revisions of 10,345 MBOE attributable to price and performance revisions. Total purchases of reserves in place of 9,102 MBOE resulted from multiple acquisitions of certain mineral and royalty interests, including the Swallowtail Acquisition.

Proved Undeveloped Reserves

As of December 31, 2023, the Company’s PUD reserves totaled 20,860 MBbls of oil, 42,116 MMcf of natural gas and 7,999 MBbls of natural gas liquids, for a total of 35,878 MBOE. PUDs will be converted from undeveloped to developed as the applicable wells begin production. The Company’s PUD reserves were from 529 horizontal wells, all of which Diamondback operates. Of the horizontal locations, 154 are Middle Spraberry/Jo Mill wells, 140 are Wolfcamp A wells, 120 are Lower Spraberry wells, 74 are Wolfcamp B wells, 35 are Bone Spring wells and six are Dean wells.

The following table includes the changes in PUD reserves for 2023:
(MBOE)
Beginning proved undeveloped reserves at December 31, 2022
41,609 
Undeveloped reserves transferred to developed(13,021)
Revisions(5,341)
Purchases2,534 
Extensions and discoveries10,097 
Ending proved undeveloped reserves at December 31, 2023
35,878 

The decrease in PUD reserves was primarily attributable to the conversion of 13,021 MBOE of PUD reserves into proved developed reserves and downward revisions of 5,341 MBOE primarily attributable to PUD downgrades of 5,548 MBOE. These reductions in PUD reserves were partially offset by positive additions of 10,097 MBOE, primarily from 179 new horizontal well locations attributable to extensions resulting from strategic drilling of wells to delineate our acreage position and acquisitions of 2,534 MBOE.

All of the Company’s PUD drilling locations are scheduled to be drilled within five years from the date they were initially recorded. As of December 31, 2023, none of the Company’s total proved reserves were classified as proved developed non-producing.

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows is based on SEC Prices. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary.
The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2023, 2022 and 2021:
December 31,
202320222021
(In thousands)
Future cash inflows$8,493,617 $10,072,969 $5,763,433 
Future production taxes(593,840)(729,256)(416,761)
Future income tax expense(934,392)(1,465,160)(572,991)
Future net cash flows6,965,385 7,878,553 4,773,681 
10% discount to reflect timing of cash flows(3,778,499)(4,424,457)(2,680,564)
Standardized measure of discounted future net cash flows(1)
$3,186,886 $3,454,096 $2,093,117 
(1)    Includes a 51%, 55% and 54% non-controlling interest in the Company at December 31, 2023, 2022 and 2021, respectively.

The following table presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:
December 31,
202320222021
Oil (per Bbl)$77.93 $95.04 $64.87 
Natural gas (per Mcf)$1.54 $5.74 $2.97 
Natural gas liquids (per Bbl)$23.79 $38.95 $25.93 

Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:

Year Ended December 31,
202320222021
(In thousands)
Standardized measure of discounted future net cash flows at the beginning of the period$3,454,096 $2,093,117 $1,023,594 
Purchase of minerals in place473,742 30,331 170,205 
Divestiture of reserves— (30,076)(4,402)
Sales of oil and natural gas, net of production costs(666,709)(781,604)(468,976)
Extensions and discoveries626,854 844,010 615,762 
Net changes in prices and production costs(1,405,205)1,131,202 863,458 
Revisions of previous quantity estimates2,726 309,338 45,788 
Net changes in income taxes212,391 (393,652)(243,186)
Accretion of discount427,998 234,717 103,446 
Net changes in timing of production and other60,993 16,713 (12,572)
Standardized measure of discounted future net cash flows at the end of the period$3,186,886 $3,454,096 $2,093,117 
XML 43 R22.htm IDEA: XBRL DOCUMENT v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net income (loss) attributable to the period $ 200,088 $ 151,673 $ 57,939
XML 44 R23.htm IDEA: XBRL DOCUMENT v3.24.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
XML 45 R24.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The accompanying consolidated financial statements and related notes thereto were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All material intercompany balances and transactions are eliminated in consolidation.
Reclassifications
Reclassifications

Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
Use of Estimates
Use of Estimates

Certain amounts included in or affecting the Company’s financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the financial statements.

Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, the war in Ukraine and the Israel-Hamas War, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and measures to combat persistent inflation and instability in the financial sector have contributed to recent pricing and economic volatility. The financial results of companies in the oil and natural gas industry have been and may continue to be impacted materially as a result of changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.

The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in each particular circumstance. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include, estimates of proved oil and natural gas reserves
and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas interests, estimates of third party operated royalty income related to expected sales volumes and prices, the recoverability of costs of unevaluated properties, the fair value determination of assets and liabilities, including those acquired by the Company, fair value estimates of commodity derivatives and estimates of income taxes, including deferred tax valuation allowances.
Cash and Cash Equivalents
Cash and Cash Equivalents

Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.
Royalty Income Receivable
Royalty Income Receivable

Royalty income receivables consist of receivables for oil and natural gas sales made by the Company’s third-party operators and Diamondback. The operators remit payment for production directly to the Company. Most payments for production are received within three months after the production date. Payments on new wells added organically or through acquisition may be further delayed due to title opinion work which is required to be completed by the operator before payments are released.
Royalty income receivables are stated at amounts due from operators, net of an allowance for expected losses as estimated by the Company when collection is deemed doubtful. Royalty income receivables outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance utilizing the loss-rate method, which considers a number of factors, including the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company writes off specific royalty income receivables when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses.
Derivative Instruments
Derivative Instruments

The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”
Revenue from Contracts with Customers
Revenue from Contracts with Customers

Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.

Royalty income from oil, natural gas and natural gas liquids sales

The Company’s oil, natural gas and natural gas liquids sales contracts are generally structured whereby the producer of the properties in which the Company owns a royalty interest sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Company collects its percentage royalty based on the revenue generated. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.
Transaction price allocated to remaining performance obligations

The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.

Contract balances

Under the Company’s royalty income contracts, it has the right to receive royalty income from the producer once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities under Accounting Standards Codification 606.

Prior-period performance obligations

The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s interest. The Company records the differences between its estimates and the actual amounts received for royalties in the month that payment is received from the producer. Any identified differences between its revenue estimates and actual revenue received historically have not been significant. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.
Oil and Natural Gas Properties
Oil and Natural Gas Properties

The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs are capitalized and amortized on a composite unit of production method based on proved oil, natural gas liquids and natural gas reserves. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas liquids and natural gas. At December 31, 2023 and 2022, the Company’s oil and natural gas properties consist solely of mineral interests in oil and natural gas properties.

Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $10.20, $9.86 and $10.04 for the years ended December 31, 2023, 2022 and 2021, respectively. Depletion for oil and natural gas properties was $146.1 million, $121.1 million and $103.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas interests net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions and excluding the estimated abandonment costs for properties with asset retirement obligations recorded on the balance sheet, (ii) the cost of properties not being amortized, if any, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. See Note 5—Oil and Natural Gas Interests for additional discussion of the Company’s oil and natural gas properties.

Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property at least annually for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent of the operator to drill; remaining lease term with the current operator; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in
which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.
Debt Issuance Costs
Debt Issuance Costs

Other assets include capitalized costs related to the credit facility of $15.5 million and $9.7 million, and accumulated amortization of those costs over the term of the credit facility of $10.0 million and $9.5 million as of December 31, 2023, and 2022, respectively.
Long-term debt includes capitalized costs related to the Company’s 5.375% senior notes due 2027 and 7.375% senior notes due 2031 (collectively, the “Notes”). The costs associated with the Notes are being netted against the Notes’ balances and amortized over the term of the Notes using the effective interest method. See Note 6—Debt for further details.
Concentrations
Concentrations

The Company is subject to risk resulting from the concentration of the Company’s royalty income in producing oil and natural gas properties and receivables with several significant purchasers. For the year ended December 31, 2023, two purchasers each accounted for more than 10% of royalty income: Vitol Midstream Pipeline LLC (16%) and DK Trading and Supply LLC (15%). For the year ended December 31, 2022, two purchasers each accounted for more than 10% of royalty income: Shell Trading (US) Company (14%) and Vitol Midstream Pipeline LLC (14%). For the year ended December 31, 2021, three purchasers each accounted for more than 10% of royalty income: Trafigura Trading LLC (17%), Shell Trading (US) Company (16%) and Vitol Midstream Pipeline LLC (12%). The Company does not require collateral and does not believe the loss of any single purchaser would materially impact the Company’s operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.
Income Taxes
Income Taxes

The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.

The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the years ended December 31, 2023, 2022 and 2021, there were no interest or penalties associated with uncertain tax positions recognized in the Company’s consolidated financial statements. See Note 9—Income Taxes for further details.
Non-controlling Interest
Non-controlling Interest

Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. When Diamondback’s relative ownership interest in the Operating Company changes, adjustments to non-controlling interest and stockholders’ equity, tax effected, will occur. Because these changes in the Company’s ownership interest in the Operating Company did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, “Consolidation.” This guidance requires that any differences between the carrying value of the Company’s basis in the Operating Company and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 7—Stockholders' Equity for further discussion of changes in ownership interest.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

Recently Adopted Pronouncements

There are no recently adopted pronouncements.

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management
is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.

The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.
Revenue from Contract with Customer
Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Certain assets and liabilities are reported at fair value on a recurring basis on the Company’s consolidated balance sheets, including the Company’s derivative instruments. The fair values of the Company’s derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. These valuations are Level 2 inputs in the fair value hierarchy. The net amounts are classified as current or noncurrent based on their anticipated settlement dates.
XML 46 R25.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedule of Accrued Liabilities
Accrued liabilities consist of the following at December 31, 2023, and 2022:
December 31,
20232022
(In thousands)
Interest payable$11,036 $3,972 
Ad valorem taxes payable13,299 12,492 
Derivatives instruments payable1,279 1,684 
Other1,407 1,452 
Total accrued liabilities$27,021 $19,600 
XML 47 R26.htm IDEA: XBRL DOCUMENT v3.24.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following table disaggregates the Company’s total royalty income by product type:

Year Ended December 31,
202320222021
(In thousands)
Oil income$619,181 $667,281 $397,513 
Natural gas income30,953 83,149 49,197 
Natural gas liquids income66,976 87,546 54,824 
Total royalty income$717,110 $837,976 $501,534 
XML 48 R27.htm IDEA: XBRL DOCUMENT v3.24.0.1
Oil and Natural Gas Interests (Tables)
12 Months Ended
Dec. 31, 2023
Extractive Industries [Abstract]  
Schedule of Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities
Oil and natural gas interests include the following:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Subject to depletion$2,859,642 $2,167,598 
Not subject to depletion1,769,341 1,297,221 
Gross oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Oil and natural gas interests, net3,762,631 2,744,585 
Land5,688 5,688 
Property, net of accumulated depletion and impairment$3,768,319 $2,750,273 
Balance of costs not subject to depletion:
Incurred in 2023$720,529 
Incurred in 202233,781 
Incurred in 2021429,991 
Prior585,040 
Total not subject to depletion$1,769,341 
Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Proved$2,859,642 $2,167,598 
Unproved1,769,341 1,297,221 
Total oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Net oil and natural gas interests capitalized$3,762,631 $2,744,585 
XML 49 R28.htm IDEA: XBRL DOCUMENT v3.24.0.1
Debt (Tables)
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Maturities of Long-Term Debt
Long-term debt consisted of the following as of the dates indicated:
December 31,
20232022
(In thousands)
5.375% senior unsecured notes due 2027
$430,350 $430,350 
7.375% senior unsecured notes due 2031
400,000 — 
Revolving credit facility263,000 152,000 
Unamortized debt issuance costs(6,903)(1,306)
Unamortized discount(3,365)(4,149)
Total long-term debt$1,083,082 $576,895 
Schedule of Financial Covenants
The credit facility contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.
Financial CovenantRequired Ratio
Ratio of total net debt to EBITDAX, as defined in the credit facility
Not greater than 4.0 to 1.0
Ratio of current assets to liabilities, as defined in the credit facility
Not less than 1.0 to 1.0
Ratio of secured debt to EBITDAX, as defined in the credit facility
Not greater than 2.5 to 1.0
Interest Income and Interest Expense Disclosure
The following amounts have been incurred and charged to interest expense for the years ended December 31, 2023, 2022 and 2021:
Year Ended December 31,
202320222021
(In thousands)
Interest expense$48,222 $37,539 $31,384 
Other fees and expenses836 2,883 2,662 
Less: interest income151 13 
Interest expense, net$48,907 $40,409 $34,044 
XML 50 R29.htm IDEA: XBRL DOCUMENT v3.24.0.1
STOCKHOLDERS’ EQUITY (Tables)
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of Change in Ownership Interest
The following table summarizes the changes in stockholders’ equity due to changes in ownership interest during the period:

Year Ended December 31,
202320222021
(In thousands)
Net income (loss) attributable to the Company$200,088 $151,673 $57,939 
Change in ownership of consolidated subsidiaries (101,632)58,253 (93,473)
Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest$98,456 $209,926 $(35,534)
Dividends Declared
The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2023, 2022 and 2021 (in thousands, except for per unit amounts):
PeriodAmount per Operating Company Unit
Operating Company Distributions to Diamondback
Amount per Common Unit
Common Unitholders(1)
Declaration DateUnitholder Record DatePayment Date
Q4 2020$0.14 $12,699 $0.14 $9,162 February 19, 2021March 4, 2021March 11, 2021
Q1 2021$0.25 $22,678 $0.25 $16,230 April 27, 2021May 13, 2021May 20, 2021
Q2 2021$0.33 $29,936 $0.33 $21,235 July 28, 2021August 12, 2021August 19, 2021
Q3 2021$0.38 $34,469 $0.38 $30,118 October 27, 2021November 11, 2021November 18, 2021
Q4 2021$0.47 $42,634 $0.47 $36,238 February 16, 2022March 4, 2022March 11, 2022
Q1 2022$0.70 $63,497 $0.67 $51,680 April 27, 2022May 12, 2022May 19, 2022
Q2 2022$0.87 $78,918 $0.81 $60,626 July 26, 2022August 16, 2022August 23, 2022
Q3 2022$0.52 $47,170 $0.49 $36,076 November 3, 2022November 17, 2022November 25, 2022
Q4 2022$0.54 $48,983 $0.49 $35,683 February 15, 2023March 3, 2023March 10, 2023
Q1 2023$0.42 $38,097 $0.33 $23,797 April 26, 2023May 11, 2023May 18, 2023
Q2 2023$0.44 $39,912 $0.36 $25,563 July 25, 2023August 10, 2023August 17, 2023
Q3 2023$0.70 $63,497 $0.57 $49,126 November 2, 2023November 16, 2023November 24, 2023
(1)Payments made prior to the Conversion include amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback. Payments made after the Conversion include amounts paid to shareholders of Class A Common Stock, including the 7,946,507 shares of Class A Common Stock owned by Diamondback.
XML 51 R30.htm IDEA: XBRL DOCUMENT v3.24.0.1
EARNINGS PER COMMON SHARE (Tables)
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of Basic and Diluted Net Income Per Common Share
A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:

Year Ended December 31,
202320222021
(In thousands, except per share amounts)
Net income (loss) attributable to the period$200,088 $151,673 $57,939 
Less: net income (loss) allocated to participating securities(1)
299 365 193 
Net income (loss) attributable to common stockholders$199,789 $151,308 $57,746 
Weighted average common shares outstanding:
Basic weighted average common shares outstanding74,176 75,612 68,319 
Effect of dilutive securities:
Potential common shares issuable(2)
— 67 72 
Diluted weighted average common shares outstanding74,176 75,679 68,391 
Net income (loss) per common stock, basic
$2.69 $2.00 $0.85 
Net income (loss) per common stock, diluted
$2.69 $2.00 $0.85 
(1)    Unvested restricted stock shares that contain non-forfeitable distribution equivalent rights granted are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.
(2)    For the years ended December 31, 2023 and 2022, no significant potential common shares were excluded from the computation of diluted earnings per common share. For the year ended December 31, 2021, 10,160 potential common shares were excluded in the computation of diluted earnings per common share because their inclusion would have been anti-dilutive.
XML 52 R31.htm IDEA: XBRL DOCUMENT v3.24.0.1
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Components of the Provision for Income Taxes
The components of the provision for income taxes and effective tax rates for the years ended December 31, 2023, 2022 and 2021 are as follows:
Year Ended December 31,
202320222021
(In thousands)
Current income tax provision (benefit):
Federal$50,414 $15,929 $1,218 
State2,538 1,074 303 
Total current income tax provision (benefit)52,952 17,003 1,521 
Deferred income tax provision (benefit):
Federal(6,532)(49,656)— 
State(468)— — 
Total deferred income tax provision (benefit)(7,000)(49,656)— 
Total provision (benefit) from income taxes$45,952 $(32,653)$1,521 
Effective tax rates8.4 %(5.2)%0.6 %
Schedule of Reconciliation of the Statutory Federal Income Tax
A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:
Year Ended December 31,
202320222021
(In thousands)
Income tax expense (benefit) at the federal statutory rate (21%)$114,931 $130,694 $54,221 
Impact of nontaxable noncontrolling interest(63,263)(105,699)(41,735)
State income tax expense (benefit), net of federal tax effect1,657 846 262 
Change in valuation allowance(7,281)(58,443)(11,175)
Other, net(92)(51)(52)
Provision for (benefit from) income taxes$45,952 $(32,653)$1,521 
Schedule of Deferred Tax Assets and Liabilities
The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:
Year Ended December 31,
20232022
(In thousands)
Deferred tax assets:
Net operating loss and capital loss carryforwards$15 $70 
Investment in the Operating Company170,164 148,003 
Total deferred tax assets170,179 148,073 
Valuation allowance(113,523)(98,417)
Net deferred tax assets56,656 49,656 
Net deferred tax assets (liabilities)$56,656 $49,656 
XML 53 R32.htm IDEA: XBRL DOCUMENT v3.24.0.1
DERIVATIVES (Tables)
12 Months Ended
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments
As of December 31, 2023, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.
SwapsCollarsPuts
Settlement MonthSettlement YearType of Contract
Bbls/MMBtu Per Day
IndexWeighted Average DifferentialWeighted Average Floor PriceWeighted Average Ceiling PriceStrike Price
Deferred Premium
OIL
Jan. - Mar.
2024
Puts
16,000WTI Cushing$—$—$—$58.13$(1.54)
Apr. - Jun.
2024
Puts
14,000
WTI Cushing
$—$—$—$59.29$(1.51)
Jul. - Dec.
2024
Puts
2,000
WTI Cushing
$—$—$—$55.00$(1.53)
Jan. - Jun.
2024
Costless Collar
6,000
WTI Cushing
$—$65.00$95.55$—$—
Jul. - Dec.
2024Costless Collar4,000WTI Cushing$—$55.00$93.66$—$—
NATURAL GAS
Jan. - Dec.
2024
Basis Swaps30,000Waha Hub$(1.20)$—$—$—$—
Jan. - Dec.
2025
Basis Swaps40,000Waha Hub$(0.68)$—$—$—$—
Schedule of Derivative Contract Gains and Losses included in the Consolidated Statements of Operations
The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:
Year Ended December 31,
202320222021
(In thousands)
Gain (loss) on derivative instruments$(25,793)$(18,138)$(69,409)
Net cash receipts (payments) on derivatives(1)
$(13,319)$(31,319)$(92,585)
(1)The year ended December 31, 2022 includes cash paid on commodity contracts terminated prior to their contractual maturity of $6.6 million.
XML 54 R33.htm IDEA: XBRL DOCUMENT v3.24.0.1
FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets Measured on Recurring and Nonrecurring Basis
The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022.

As of December 31, 2023
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $7,040 $— $7,040 $(6,682)$358 
Non-current:
Derivative instruments$— $1,269 $— $1,269 $(1,177)$92 
Liabilities:
Current:
Derivative instruments$— $9,643 $— $9,643 $(6,682)$2,961 
Non-current:
Derivative instruments$— $1,378 $— $1,378 $(1,177)$201 
As of December 31, 2022
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $13,296 $— $13,296 $(3,968)$9,328 
Non-current:
Derivative instruments$— $1,911 $— $1,911 $(1,469)$442 
Liabilities:
Current:
Derivative instruments$— $3,968 $— $3,968 $(3,968)$— 
Non-current:
Derivative instruments$— $1,476 $— $1,476 $(1,469)$
Schedule of Offsetting Liabilities
The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022.

As of December 31, 2023
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $7,040 $— $7,040 $(6,682)$358 
Non-current:
Derivative instruments$— $1,269 $— $1,269 $(1,177)$92 
Liabilities:
Current:
Derivative instruments$— $9,643 $— $9,643 $(6,682)$2,961 
Non-current:
Derivative instruments$— $1,378 $— $1,378 $(1,177)$201 
As of December 31, 2022
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $13,296 $— $13,296 $(3,968)$9,328 
Non-current:
Derivative instruments$— $1,911 $— $1,911 $(1,469)$442 
Liabilities:
Current:
Derivative instruments$— $3,968 $— $3,968 $(3,968)$— 
Non-current:
Derivative instruments$— $1,476 $— $1,476 $(1,469)$
Schedule of Offsetting Assets
The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets as of December 31, 2023 and December 31, 2022.

As of December 31, 2023
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $7,040 $— $7,040 $(6,682)$358 
Non-current:
Derivative instruments$— $1,269 $— $1,269 $(1,177)$92 
Liabilities:
Current:
Derivative instruments$— $9,643 $— $9,643 $(6,682)$2,961 
Non-current:
Derivative instruments$— $1,378 $— $1,378 $(1,177)$201 
As of December 31, 2022
Level 1Level 2Level 3Total Gross Fair ValueGross Amounts Offset in Balance SheetNet Fair Value Presented in Balance Sheet
(In thousands)
Assets:
Current:
Derivative instruments$— $13,296 $— $13,296 $(3,968)$9,328 
Non-current:
Derivative instruments$— $1,911 $— $1,911 $(1,469)$442 
Liabilities:
Current:
Derivative instruments$— $3,968 $— $3,968 $(3,968)$— 
Non-current:
Derivative instruments$— $1,476 $— $1,476 $(1,469)$
Schedule of Fair Value Consolidated Balance Sheets
The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:
December 31, 2023December 31, 2022
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Debt:
Revolving credit facility $263,000 $263,000 $152,000 $152,000 
5.375% senior notes due 2027(1)
$425,949 $422,122 $424,895 $411,634 
7.375% senior notes due 2031(1)
$394,133 $418,408 $— $— 
(1) The carrying value includes associated deferred loan costs and any discount.
XML 55 R34.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2023
Extractive Industries [Abstract]  
Schedule of Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities
Oil and natural gas interests include the following:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Subject to depletion$2,859,642 $2,167,598 
Not subject to depletion1,769,341 1,297,221 
Gross oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Oil and natural gas interests, net3,762,631 2,744,585 
Land5,688 5,688 
Property, net of accumulated depletion and impairment$3,768,319 $2,750,273 
Balance of costs not subject to depletion:
Incurred in 2023$720,529 
Incurred in 202233,781 
Incurred in 2021429,991 
Prior585,040 
Total not subject to depletion$1,769,341 
Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:
December 31,
20232022
(In thousands)
Oil and natural gas interests:
Proved$2,859,642 $2,167,598 
Unproved1,769,341 1,297,221 
Total oil and natural gas interests4,628,983 3,464,819 
Accumulated depletion and impairment(866,352)(720,234)
Net oil and natural gas interests capitalized$3,762,631 $2,744,585 
Schedule of Cost Incurred in Oil and Gas Property Acquisition Activities
Costs incurred in oil and natural gas property acquisition activities are as follows:
Year Ended December 31,
202320222021
(In thousands)
Acquisition costs:
Proved properties$402,659 $46,307 $138,882 
Unproved properties758,342 16,624 479,041 
Total$1,161,001 $62,931 $617,923 
Schedule of Changes in Estimated Proved Reserves
The following table presents changes in estimated proved reserves, which were prepared in accordance with the rules and regulations of the SEC.
Oil
(MBbls)
Natural Gas
(MMcf)
Natural Gas Liquids
(MBbls)
Total (MBOE)(1)
Proved Developed and Undeveloped Reserves:
As of December 31, 202057,530 119,450 21,953 99,392 
Purchase of reserves in place5,246 9,549 2,264 9,102 
Extensions and discoveries17,256 39,256 7,182 30,981 
Revisions of previous estimates(4,544)29,788 (1,339)(918)
Divestitures(180)(681)(114)(409)
Production(6,068)(13,672)(1,913)(10,260)
As of December 31, 202169,240 183,690 28,033 127,888 
Purchase of reserves in place599 1,186 209 1,006 
Extensions and discoveries15,714 29,177 5,281 25,858 
Revisions of previous estimates1,453 15,248 4,483 8,477 
Divestitures(905)(3,469)(564)(2,047)
Production(7,097)(15,868)(2,540)(12,282)
As of December 31, 202279,004 209,964 34,902 148,900 
Purchase of reserves in place10,469 27,011 4,006 18,977 
Extensions and discoveries13,636 34,632 6,150 25,558 
Revisions of previous estimates(5,178)11,101 3,466 138 
Production(8,028)(19,130)(3,108)(14,324)
As of December 31, 202389,903 263,578 45,416 179,249 
Proved Developed Reserves:
December 31, 202149,280 134,485 19,476 91,170 
December 31, 202254,817 161,119 25,621 107,291 
December 31, 202369,043 221,462 37,417 143,371 
Proved Undeveloped Reserves:
December 31, 202119,960 49,205 8,557 36,718 
December 31, 202224,187 48,845 9,281 41,609 
December 31, 202320,860 42,116 7,999 35,878 
(1)    Includes total proved reserves of 91,417 MBOE, 81,895 MBOE, 69,060 MBOE and 57,647 MBOE as of December 31, 2023, 2022, 2021 and 2020, respectively, attributable to a non-controlling interest in the Company.
The following table includes the changes in PUD reserves for 2023:
(MBOE)
Beginning proved undeveloped reserves at December 31, 2022
41,609 
Undeveloped reserves transferred to developed(13,021)
Revisions(5,341)
Purchases2,534 
Extensions and discoveries10,097 
Ending proved undeveloped reserves at December 31, 2023
35,878 
Schedule of Standardized Measure of Discounted Future Net Cash Flows
The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2023, 2022 and 2021:
December 31,
202320222021
(In thousands)
Future cash inflows$8,493,617 $10,072,969 $5,763,433 
Future production taxes(593,840)(729,256)(416,761)
Future income tax expense(934,392)(1,465,160)(572,991)
Future net cash flows6,965,385 7,878,553 4,773,681 
10% discount to reflect timing of cash flows(3,778,499)(4,424,457)(2,680,564)
Standardized measure of discounted future net cash flows(1)
$3,186,886 $3,454,096 $2,093,117 
(1)    Includes a 51%, 55% and 54% non-controlling interest in the Company at December 31, 2023, 2022 and 2021, respectively.
Schedule of Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids
The following table presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:
December 31,
202320222021
Oil (per Bbl)$77.93 $95.04 $64.87 
Natural gas (per Mcf)$1.54 $5.74 $2.97 
Natural gas liquids (per Bbl)$23.79 $38.95 $25.93 
Schedule of Principal Changes in Standardized Measure of Discounted Future Net Cash Flows
Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:

Year Ended December 31,
202320222021
(In thousands)
Standardized measure of discounted future net cash flows at the beginning of the period$3,454,096 $2,093,117 $1,023,594 
Purchase of minerals in place473,742 30,331 170,205 
Divestiture of reserves— (30,076)(4,402)
Sales of oil and natural gas, net of production costs(666,709)(781,604)(468,976)
Extensions and discoveries626,854 844,010 615,762 
Net changes in prices and production costs(1,405,205)1,131,202 863,458 
Revisions of previous quantity estimates2,726 309,338 45,788 
Net changes in income taxes212,391 (393,652)(243,186)
Accretion of discount427,998 234,717 103,446 
Net changes in timing of production and other60,993 16,713 (12,572)
Standardized measure of discounted future net cash flows at the end of the period$3,186,886 $3,454,096 $2,093,117 
XML 56 R35.htm IDEA: XBRL DOCUMENT v3.24.0.1
ORGANIZATION AND BASIS OF PRESENTATION (Details)
12 Months Ended
Nov. 13, 2023
director
shares
Dec. 31, 2023
$ / shares
shares
Nov. 12, 2023
Class of Stock [Line Items]      
Shares converted (in shares) 1    
Ownership percentage by parent     100.00%
Designated board members (up to) | director 2    
Minimum      
Class of Stock [Line Items]      
Voting power to change board designations 80.00%    
Maximum      
Class of Stock [Line Items]      
Designated board members (up to) | director 3    
Common Stock | Minimum      
Class of Stock [Line Items]      
Ownership percentage by parent 25.00%    
Class A Shares      
Class of Stock [Line Items]      
Common stock par value (usd per share) | $ / shares   $ 0.000001  
Shares converted (in shares) 1    
Class B Shares      
Class of Stock [Line Items]      
Common stock par value (usd per share) | $ / shares   $ 0.000001  
Shares converted (in shares) 1 1  
Ownership percentage by parent 56.00%    
Diamondback Energy, Inc.      
Class of Stock [Line Items]      
Shares converted (in shares)   1  
Diamondback Energy, Inc. | Viper Energy Inc.      
Class of Stock [Line Items]      
Ownership percentage by parent   56.00%  
XML 57 R36.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Oil and Natural Gas Properties, and Debt Issuance Costs (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2023
USD ($)
$ / Boe
Dec. 31, 2022
USD ($)
$ / Boe
Dec. 31, 2021
USD ($)
$ / Boe
Oct. 19, 2023
Debt Instrument [Line Items]        
Depletion for oil and natural gas properties $ 146,118 $ 121,071 $ 102,987  
Estimated future net revenue discounted rate per annum 10.00%      
Debt issuance costs, net of accumulated amortizations $ 15,500 9,700    
Debit issuance costs, accumulated amortization $ 10,000 $ 9,500    
Oil and Gas Properties        
Debt Instrument [Line Items]        
Average depletion rate per barrel equivalent unit of production (usd per BOE) | $ / Boe 10.20 9.86 10.04  
Depletion for oil and natural gas properties $ 146,100 $ 121,100 $ 103,000  
7.375% senior unsecured notes due 2031        
Debt Instrument [Line Items]        
Debt instrument, interest rate, stated percentage       7.375%
Senior Notes | 5.375% senior unsecured notes due 2027        
Debt Instrument [Line Items]        
Debt instrument, interest rate, stated percentage 5.375%      
Senior Notes | 7.375% senior unsecured notes due 2031        
Debt Instrument [Line Items]        
Debt instrument, interest rate, stated percentage 7.375%      
XML 58 R37.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Diamondback Energy, Inc.    
Related Party Transaction [Line Items]    
Lease bonus income $ 95.8  
Royalty Income Receivable | Affiliated Entity    
Related Party Transaction [Line Items]    
Royalty income receivable 3.3 $ 6.3
Lease Bonus Income | Affiliated Entity    
Related Party Transaction [Line Items]    
Related party transaction, amounts of transaction 107.8  
Swallowtail Acquisition Lease Bonus | Affiliated Entity    
Related Party Transaction [Line Items]    
Related party transaction, amounts of transaction $ 23.4  
XML 59 R38.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Interest payable $ 11,036 $ 3,972
Ad valorem taxes payable 13,299 12,492
Derivatives instruments payable 1,279 1,684
Other 1,407 1,452
Total accrued liabilities $ 27,021 $ 19,600
XML 60 R39.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details) - Customer Concentration Risk - Royalty Interest Revenue
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Vitol Midstream Pipeline LLC      
Concentration Risk [Line Items]      
Percent of total royalty interest revenue 16.00% 14.00% 12.00%
DK Trading and Supply LLC      
Concentration Risk [Line Items]      
Percent of total royalty interest revenue 15.00%    
Shell Trading      
Concentration Risk [Line Items]      
Percent of total royalty interest revenue   14.00% 16.00%
Trafigura Trading LLC      
Concentration Risk [Line Items]      
Percent of total royalty interest revenue     17.00%
XML 61 R40.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Interest or penalties associated with uncertain tax positions $ 0 $ 0 $ 0
XML 62 R41.htm IDEA: XBRL DOCUMENT v3.24.0.1
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total royalty income $ 717,110 $ 837,976 $ 501,534
Oil income      
Disaggregation of Revenue [Line Items]      
Total royalty income 619,181 667,281 397,513
Natural gas income      
Disaggregation of Revenue [Line Items]      
Total royalty income 30,953 83,149 49,197
Natural gas liquids income      
Disaggregation of Revenue [Line Items]      
Total royalty income $ 66,976 $ 87,546 $ 54,824
XML 63 R42.htm IDEA: XBRL DOCUMENT v3.24.0.1
ACQUISITIONS AND DIVESTITURES - Acquisitions (Details)
shares in Thousands, $ in Thousands
12 Months Ended
Nov. 01, 2023
USD ($)
a
shares
Oct. 31, 2023
USD ($)
Mar. 08, 2023
USD ($)
a
bbl
Oct. 01, 2021
USD ($)
a
shares
Dec. 31, 2023
USD ($)
a
Dec. 31, 2022
USD ($)
a
Dec. 31, 2021
USD ($)
a
Business Acquisition [Line Items]              
Sale of stock, consideration received on transaction   $ 200,000          
GRP Acquisition              
Business Acquisition [Line Items]              
Equity interest issued (in units) | shares 9,020            
Aggregate purchase price $ 759,600            
2023 Permian Basin Acquisition              
Business Acquisition [Line Items]              
Net royalty (acres) | a 4,600            
2023 Other Major Basin Acquisitions              
Business Acquisition [Line Items]              
Net royalty (acres) | a 2,700            
Drop-Down Acquisition              
Business Acquisition [Line Items]              
Aggregate purchase price     $ 74,500        
Net royalty (acres) | a     660        
Percentage of acreage acquired     100.00%        
Average net royalty interest     7.20%        
Daily oil production | bbl     300        
2023 Acquisition Permian Basin              
Business Acquisition [Line Items]              
Aggregate purchase price         $ 70,400    
Net royalty (acres) | a         286    
2022 Acquisition Permian Basin              
Business Acquisition [Line Items]              
Aggregate purchase price           $ 65,800  
Net royalty (acres) | a           375  
Swallowtail Acquisition              
Business Acquisition [Line Items]              
Percentage of acreage acquired       62.00%      
Number of shares issued (in shares) | shares       15,250      
Payments for asset acquisitions       $ 225,300      
Payment of contingent consideration       $ 190,000      
Swallowtail Acquisition | Northern Midland Basin              
Business Acquisition [Line Items]              
Net royalty (acres) | a       2,313      
Other 2021 Acquisitions              
Business Acquisition [Line Items]              
Aggregate purchase price             $ 55,100
Net royalty (acres) | a             392
XML 64 R43.htm IDEA: XBRL DOCUMENT v3.24.0.1
ACQUISITIONS AND DIVESTITURES - Divestitures (Details) - Discontinued Operations, Disposed of by Sale - Third Party Operated Acreage
$ in Millions
3 Months Ended
Dec. 31, 2022
USD ($)
a
Sep. 30, 2022
USD ($)
a
Mar. 31, 2022
USD ($)
a
Eagle Ford Shale      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Area of land | a 681    
Proceeds from sale of acres | $ $ 53.7    
Delaware Basin      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Area of land | a   93  
Proceeds from sale of acres | $   $ 29.9  
Midland Basin      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Area of land | a     325
Proceeds from sale of acres | $     $ 29.3
XML 65 R44.htm IDEA: XBRL DOCUMENT v3.24.0.1
OIL AND NATURAL GAS INTERESTS (Details)
12 Months Ended
Dec. 31, 2023
USD ($)
a
Dec. 31, 2022
USD ($)
a
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Property, Plant and Equipment [Line Items]        
Subject to depletion $ 2,859,642,000 $ 2,167,598,000    
Not subject to depletion 1,769,341,000 1,297,221,000    
Gross oil and natural gas interests 4,628,983,000 3,464,819,000    
Accumulated depletion and impairment (866,352,000) (720,234,000)    
Oil and natural gas interests, net 3,762,631,000 2,744,585,000    
Land 5,688,000 5,688,000    
Property, net 3,768,319,000 2,750,273,000    
Balance of costs not subject to depletion: $ 720,529,000 $ 33,781,000 $ 429,991,000 $ 585,040,000
Net royalty acres | a 34,217 26,315    
Impairment $ 0 $ 0 $ 0  
Minimum        
Property, Plant and Equipment [Line Items]        
Anticipated timing of cost inclusion in amortization calculation 8 years      
Maximum        
Property, Plant and Equipment [Line Items]        
Anticipated timing of cost inclusion in amortization calculation 10 years      
XML 66 R45.htm IDEA: XBRL DOCUMENT v3.24.0.1
DEBT - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Oct. 19, 2023
Dec. 31, 2022
Line of Credit Facility [Line Items]      
Unamortized debt issuance costs $ (6,903)   $ (1,306)
Unamortized discount (3,365)   (4,149)
Total long-term debt 1,083,082   576,895
Revolving credit facility | Line of Credit      
Line of Credit Facility [Line Items]      
Long term debt gross $ 263,000   152,000
5.375% senior unsecured notes due 2027 | Senior Notes      
Line of Credit Facility [Line Items]      
Debt instrument, interest rate, stated percentage 5.375%    
Long term debt gross $ 430,350   430,350
7.375% senior unsecured notes due 2031      
Line of Credit Facility [Line Items]      
Debt instrument, interest rate, stated percentage   7.375%  
Long term debt gross $ 400,000   $ 0
7.375% senior unsecured notes due 2031 | Senior Notes      
Line of Credit Facility [Line Items]      
Debt instrument, interest rate, stated percentage 7.375%    
XML 67 R46.htm IDEA: XBRL DOCUMENT v3.24.0.1
DEBT - Additional Information (Details) - USD ($)
12 Months Ended
Oct. 19, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Sep. 22, 2023
May 31, 2023
May 30, 2023
Nov. 18, 2022
Line of Credit Facility [Line Items]                
Proceeds from senior notes   $ 400,000,000 $ 0 $ 0        
Revolving Credit Facility                
Line of Credit Facility [Line Items]                
Current borrowing capacity         $ 1,300,000,000 $ 1,000,000,000 $ 580,000,000  
Other commitment         $ 850,000,000 $ 750,000,000 $ 500,000,000  
7.375% senior unsecured notes due 2031                
Line of Credit Facility [Line Items]                
Debt instrument, face amount $ 400,000,000              
Debt instrument, interest rate, stated percentage 7.375%              
Proceeds from senior notes $ 394,000,000              
Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity               $ 2,000,000,000
Amount outstanding under credit facility   263,000,000            
Remaining borrowing capacity   $ 587,000,000            
Weighted average interest rate   7.41% 4.22% 2.35%        
Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | SOFR                
Line of Credit Facility [Line Items]                
Basis spread on variable rate   0.10%            
Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Fed Funds Effective Rate                
Line of Credit Facility [Line Items]                
Basis spread on variable rate   0.50%            
Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | 1-month Adjusted Term SOFR                
Line of Credit Facility [Line Items]                
Basis spread on variable rate   1.00%            
Minimum | Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility                
Line of Credit Facility [Line Items]                
Commitment fee on the unused portion of the borrowing base   0.375%            
Minimum | Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Base Rate                
Line of Credit Facility [Line Items]                
Debt instrument applicable margin   1.00%            
Minimum | Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Adjusted Term SOFR                
Line of Credit Facility [Line Items]                
Debt instrument applicable margin   2.00%            
Maximum | Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility                
Line of Credit Facility [Line Items]                
Commitment fee on the unused portion of the borrowing base   0.50%            
Maximum | Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Base Rate                
Line of Credit Facility [Line Items]                
Debt instrument applicable margin   2.00%            
Maximum | Operating Company Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Adjusted Term SOFR                
Line of Credit Facility [Line Items]                
Debt instrument applicable margin   3.00%            
XML 68 R47.htm IDEA: XBRL DOCUMENT v3.24.0.1
DEBT - Financial Covenants (Details) - Operating Company Revolving Credit Facility
Dec. 31, 2023
Maximum  
Line of Credit Facility [Line Items]  
Ratio of total net debt to EBITDAX, as defined in the credit facility 4.0
Ratio of secured debt to EBITDAX, as defined in the credit facility 2.5
Minimum  
Line of Credit Facility [Line Items]  
Ratio of current assets to liabilities, as defined in the credit facility 1.0
XML 69 R48.htm IDEA: XBRL DOCUMENT v3.24.0.1
DEBT - Interest Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Disclosure [Abstract]      
Interest expense $ 48,222 $ 37,539 $ 31,384
Other fees and expenses 836 2,883 2,662
Less: interest income 151 13 2
Interest expense, net $ 48,907 $ 40,409 $ 34,044
XML 70 R49.htm IDEA: XBRL DOCUMENT v3.24.0.1
STOCKHOLDERS’ EQUITY - Additional Information (Details) - USD ($)
1 Months Ended 12 Months Ended
Nov. 13, 2023
Oct. 31, 2023
Nov. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Nov. 12, 2023
Class of Stock [Line Items]              
Ownership percentage by parent             100.00%
Shares converted (in shares) 1            
Number of shares sold (in shares)   7,220,000          
Sale of stock (usd per share)   $ 27.72          
Sale of stock, consideration received on transaction   $ 200,000,000          
Intended quarterly dividends       75.00%      
Amount of shares repurchased       $ 95,221,000 $ 150,593,000 $ 45,999,000  
Cash Distribution              
Class of Stock [Line Items]              
Cash distributions, distribution period after quarter end       60 days      
Common Share Repurchase Program              
Class of Stock [Line Items]              
Authorized amount in repurchase program       $ 750,000,000      
Amount of shares repurchased       95,200,000 $ 150,600,000 $ 46,000,000  
Remaining authorized repurchase amount       $ 434,200,000      
Diamondback Energy, Inc.              
Class of Stock [Line Items]              
Shares converted (in shares)       1      
Diamondback Energy, Inc. | Viper Energy Inc.              
Class of Stock [Line Items]              
Ownership percentage by parent       56.00%      
Percentage by noncontrolling owners       51.00% 55.00% 54.00%  
Class A Shares              
Class of Stock [Line Items]              
Common stock outstanding (in shares)       86,144,273      
Common stock issued (in shares)       86,144,273      
Shares converted (in shares) 1            
Shares issued (in shares)       1      
Amount of shares repurchased     $ 28,700,000   $ 37,300,000    
Repurchased shares (in shares)       1,000,000 1,500,000    
Class A Shares | Diamondback Energy, Inc.              
Class of Stock [Line Items]              
Common stock outstanding (in shares)       7,946,507      
Class B Shares              
Class of Stock [Line Items]              
Common stock outstanding (in shares)       90,709,946      
Common stock issued (in shares)       90,709,946      
Ownership percentage by parent 56.00%            
Shares converted (in shares) 1     1      
Required Dividend Payment       $ 20,000      
Class B Shares | Diamondback Energy, Inc.              
Class of Stock [Line Items]              
Common stock outstanding (in shares)       90,709,946      
XML 71 R50.htm IDEA: XBRL DOCUMENT v3.24.0.1
STOCKHOLDERS’ EQUITY - Ownership Interest in Subsidiary Changes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Net income (loss) attributable to the Company $ 200,088 $ 151,673 $ 57,939
Change in ownership of consolidated subsidiaries, net 0 0 0
Affiliated Entity      
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]      
Net income (loss) attributable to the Company 200,088 151,673 57,939
Change in ownership of consolidated subsidiaries, net (101,632) 58,253 (93,473)
Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest $ 98,456 $ 209,926 $ (35,534)
XML 72 R51.htm IDEA: XBRL DOCUMENT v3.24.0.1
STOCKHOLDERS’ EQUITY - Schedule of Cash Distributions (Details) - USD ($)
$ / shares in Units, $ in Thousands
Nov. 02, 2023
Jul. 25, 2023
Apr. 26, 2023
Feb. 15, 2023
Nov. 03, 2022
Jul. 26, 2022
Apr. 27, 2022
Feb. 16, 2022
Oct. 27, 2021
Jul. 28, 2021
Apr. 27, 2021
Feb. 19, 2021
Dec. 31, 2023
Diamondback Energy, Inc.                          
Class of Stock [Line Items]                          
Limited partners' capital account, units outstanding (in units)                         731,500
Cash Distribution                          
Class of Stock [Line Items]                          
Dividends declared (usd per share) $ 0.57 $ 0.36 $ 0.33 $ 0.49 $ 0.49 $ 0.81 $ 0.67 $ 0.47 $ 0.38 $ 0.33 $ 0.25 $ 0.14  
Cash Distribution | Operating Company Share                          
Class of Stock [Line Items]                          
Dividends declared (usd per share) $ 0.70 $ 0.44 $ 0.42 $ 0.54 $ 0.52 $ 0.87 $ 0.70 $ 0.47 $ 0.38 $ 0.33 $ 0.25 $ 0.14  
Distribution Amount $ 63,497 $ 39,912 $ 38,097 $ 48,983 $ 47,170 $ 78,918 $ 63,497 $ 42,634 $ 34,469 $ 29,936 $ 22,678 $ 12,699  
Cash Distribution | Common Stock                          
Class of Stock [Line Items]                          
Distribution Amount $ 49,126 $ 25,563 $ 23,797 $ 35,683 $ 36,076 $ 60,626 $ 51,680 $ 36,238 $ 30,118 $ 21,235 $ 16,230 $ 9,162  
XML 73 R52.htm IDEA: XBRL DOCUMENT v3.24.0.1
EARNINGS PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Earnings Per Share [Abstract]      
Net income (loss) attributable to the period $ 200,088 $ 151,673 $ 57,939
Less: net income (loss) allocated to participating securities 299 365 193
Net income (loss) attributable to common stockholders $ 199,789 $ 151,308 $ 57,746
Basic weighted average common shares outstanding (in shares) 74,176,000 75,612,000 68,319,000
Effect of dilutive securities:      
Potential common shares issuable (in shares) 0 67,000 72,000
Diluted weighted average common shares outstanding (in shares) 74,176,000 75,679,000 68,391,000
Net income (loss) per common stock, basic (usd per share) $ 2.69 $ 2.00 $ 0.85
Net income (loss) per common stock, diluted (usd per share) $ 2.69 $ 2.00 $ 0.85
Antidilutive securities, restricted stock units (in shares) 0 0 10,160
XML 74 R53.htm IDEA: XBRL DOCUMENT v3.24.0.1
INCOME TAXES - Components of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current income tax provision (benefit):      
Federal $ 50,414 $ 15,929 $ 1,218
State 2,538 1,074 303
Total current income tax provision (benefit) 52,952 17,003 1,521
Deferred income tax provision (benefit):      
Federal (6,532) (49,656) 0
State (468) 0 0
Total deferred income tax provision (benefit) (7,000) (49,656) 0
Total provision (benefit) from income taxes $ 45,952 $ (32,653) $ 1,521
Effective tax rates 8.40% (5.20%) 0.60%
XML 75 R54.htm IDEA: XBRL DOCUMENT v3.24.0.1
INCOME TAXES - Reconciliation of Statutory Federal Income tax (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Income tax expense (benefit) at the federal statutory rate (21%) $ 114,931 $ 130,694 $ 54,221
Impact of nontaxable noncontrolling interest (63,263) (105,699) (41,735)
State income tax expense (benefit), net of federal tax effect 1,657 846 262
Change in valuation allowance (7,281) (58,443) (11,175)
Other, net (92) (51) (52)
Total provision (benefit) from income taxes $ 45,952 $ (32,653) $ 1,521
XML 76 R55.htm IDEA: XBRL DOCUMENT v3.24.0.1
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred tax assets:    
Net operating loss and capital loss carryforwards $ 15 $ 70
Investment in the Operating Company 170,164 148,003
Total deferred tax assets 170,179 148,073
Valuation allowance (113,523) (98,417)
Net deferred tax assets 56,656 49,656
Net deferred tax assets (liabilities) $ 56,656 $ 49,656
XML 77 R56.htm IDEA: XBRL DOCUMENT v3.24.0.1
INCOME TAXES - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating Loss Carryforwards [Line Items]      
Deferred tax assets, net $ 56,656,000 $ 49,656,000  
Valuation allowance decrease 7,000,000 49,700,000  
State income tax expense 2,538,000 $ 1,074,000 $ 303,000
State and Local Jurisdiction      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 0    
XML 78 R57.htm IDEA: XBRL DOCUMENT v3.24.0.1
DERIVATIVES - Open Derivative Positions (Details)
bbl in Thousands
12 Months Ended
Dec. 31, 2023
MMBTU
$ / bbl
$ / MMBTU
bbl
OIL | WTI Cushing | Puts | 2024 | Jan. - Mar.  
Derivative [Line Items]  
Volume (BBls) | bbl 16
Weighted average differential (per Bbl) 0
Weighted Average Floor Price (USD per Bbl/MMBtu) 0
Weighted Average Ceiling Price (USD per Bbl/MMBtu) 0
Strike Price (USD per Bbl/MMBtu) 58.13
Deferred premium at a weighted average price (USD per Bbl/MMBtu) (1.54)
OIL | WTI Cushing | Puts | 2024 | Apr. - Jun.  
Derivative [Line Items]  
Volume (BBls) | bbl 14
Weighted average differential (per Bbl) 0
Weighted Average Floor Price (USD per Bbl/MMBtu) 0
Weighted Average Ceiling Price (USD per Bbl/MMBtu) 0
Strike Price (USD per Bbl/MMBtu) 59.29
Deferred premium at a weighted average price (USD per Bbl/MMBtu) (1.51)
OIL | WTI Cushing | Puts | 2024 | Jul. - Dec.  
Derivative [Line Items]  
Volume (BBls) | bbl 2
Weighted average differential (per Bbl) 0
Weighted Average Floor Price (USD per Bbl/MMBtu) 0
Weighted Average Ceiling Price (USD per Bbl/MMBtu) 0
Strike Price (USD per Bbl/MMBtu) 55.00
Deferred premium at a weighted average price (USD per Bbl/MMBtu) (1.53)
OIL | WTI Cushing | Costless Collar | 2024 | Jul. - Dec.  
Derivative [Line Items]  
Volume (BBls) | bbl 4
Weighted average differential (per Bbl) 0
Weighted Average Floor Price (USD per Bbl/MMBtu) 55.00
Weighted Average Ceiling Price (USD per Bbl/MMBtu) 93.66
Strike Price (USD per Bbl/MMBtu) 0
Deferred premium at a weighted average price (USD per Bbl/MMBtu) 0
OIL | WTI Cushing | Costless Collar | 2024 | Jan. - Jun.  
Derivative [Line Items]  
Volume (BBls) | bbl 6
Weighted average differential (per Bbl) 0
Weighted Average Floor Price (USD per Bbl/MMBtu) 65.00
Weighted Average Ceiling Price (USD per Bbl/MMBtu) 95.55
Strike Price (USD per Bbl/MMBtu) 0
Deferred premium at a weighted average price (USD per Bbl/MMBtu) 0
NATURAL GAS | Waha Hub | Basis Swaps | 2024 | Jan. - Dec.  
Derivative [Line Items]  
Weighted average differential (per Bbl) | $ / MMBTU (1.20)
Weighted Average Floor Price (USD per Bbl/MMBtu) | $ / MMBTU 0
Weighted Average Ceiling Price (USD per Bbl/MMBtu) | $ / MMBTU 0
Strike Price (USD per Bbl/MMBtu) | $ / MMBTU 0
Deferred premium at a weighted average price (USD per Bbl/MMBtu) | $ / MMBTU 0
Volume, energy measure (MMBtu) | MMBTU 30,000
NATURAL GAS | Waha Hub | Basis Swaps | 2025 | Jan. - Dec.  
Derivative [Line Items]  
Weighted average differential (per Bbl) | $ / MMBTU (0.68)
Weighted Average Floor Price (USD per Bbl/MMBtu) | $ / MMBTU 0
Weighted Average Ceiling Price (USD per Bbl/MMBtu) | $ / MMBTU 0
Strike Price (USD per Bbl/MMBtu) | $ / MMBTU 0
Deferred premium at a weighted average price (USD per Bbl/MMBtu) | $ / MMBTU 0
Volume, energy measure (MMBtu) | MMBTU 40,000
XML 79 R58.htm IDEA: XBRL DOCUMENT v3.24.0.1
DERIVATIVES - Gains and Losses on Derivative Instruments Included in Statement of Operations (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]      
Gain (loss) on derivative instruments $ (25,793) $ (18,138) $ (69,409)
Net cash receipts (payments) on derivatives $ (13,319) (31,319) $ (92,585)
Cash paid on commodity contracts terminated prior to their contractual maturity   $ 6,600  
XML 80 R59.htm IDEA: XBRL DOCUMENT v3.24.0.1
FAIR VALUE MEASUREMENTS - Recurring Measurements (Details) - Fair Value, Recurring - Derivative instruments - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset $ 7,040 $ 13,296
Gross Amounts Offset in Balance Sheet (6,682) (3,968)
Net Fair Value Presented in Balance Sheet 358 9,328
Noncurrent Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 1,269 1,911
Gross Amounts Offset in Balance Sheet (1,177) (1,469)
Net Fair Value Presented in Balance Sheet 92 442
Current Liabilities    
Liabilities:    
Total Gross Fair Value 9,643 3,968
Gross Amounts Offset in Balance Sheet (6,682) (3,968)
Net Fair Value Presented in Balance Sheet 2,961 0
Noncurrent Liabilities    
Liabilities:    
Total Gross Fair Value 1,378 1,476
Gross Amounts Offset in Balance Sheet (1,177) (1,469)
Net Fair Value Presented in Balance Sheet 201 7
Level 1 | Current Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 0 0
Level 1 | Noncurrent Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 0 0
Level 1 | Current Liabilities    
Liabilities:    
Total Gross Fair Value 0 0
Level 1 | Noncurrent Liabilities    
Liabilities:    
Total Gross Fair Value 0 0
Level 2 | Current Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 7,040 13,296
Level 2 | Noncurrent Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 1,269 1,911
Level 2 | Current Liabilities    
Liabilities:    
Total Gross Fair Value 9,643 3,968
Level 2 | Noncurrent Liabilities    
Liabilities:    
Total Gross Fair Value 1,378 1,476
Level 3 | Current Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 0 0
Level 3 | Noncurrent Assets    
Assets:    
Derivative Asset, Fair Value, Gross Asset 0 0
Level 3 | Current Liabilities    
Liabilities:    
Total Gross Fair Value 0 0
Level 3 | Noncurrent Liabilities    
Liabilities:    
Total Gross Fair Value $ 0 $ 0
XML 81 R60.htm IDEA: XBRL DOCUMENT v3.24.0.1
FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Oct. 19, 2023
Dec. 31, 2022
5.375% senior unsecured notes due 2027 | Senior Notes      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, interest rate, stated percentage 5.375%    
7.375% senior unsecured notes due 2031      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, interest rate, stated percentage   7.375%  
7.375% senior unsecured notes due 2031 | Senior Notes      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, interest rate, stated percentage 7.375%    
Carrying Value | Fair Value, Nonrecurring | Revolving credit facility      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, fair value $ 263,000   $ 152,000
Carrying Value | Fair Value, Nonrecurring | 5.375% senior unsecured notes due 2027      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, fair value 425,949   424,895
Carrying Value | Fair Value, Nonrecurring | 7.375% senior unsecured notes due 2031      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, fair value 394,133   0
Fair Value | Fair Value, Nonrecurring | Revolving credit facility      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, fair value 263,000   152,000
Fair Value | Fair Value, Nonrecurring | 5.375% senior unsecured notes due 2027      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, fair value 422,122   411,634
Fair Value | Fair Value, Nonrecurring | 7.375% senior unsecured notes due 2031      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Debt instrument, fair value $ 418,408   $ 0
XML 82 R61.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUBSEQUENT EVENTS (Details) - $ / shares
Feb. 15, 2024
Nov. 02, 2023
Jul. 25, 2023
Apr. 26, 2023
Feb. 15, 2023
Nov. 03, 2022
Jul. 26, 2022
Apr. 27, 2022
Feb. 16, 2022
Oct. 27, 2021
Jul. 28, 2021
Apr. 27, 2021
Feb. 19, 2021
Subsequent Event | Base Dividend | Class A Shares                          
Subsequent Event [Line Items]                          
Dividends payable (usd per share) $ 0.27                        
Subsequent Event | Variable Dividend | Class A Shares                          
Subsequent Event [Line Items]                          
Dividends payable (usd per share) 0.29                        
Cash Distribution                          
Subsequent Event [Line Items]                          
Dividends declared (usd per share)   $ 0.57 $ 0.36 $ 0.33 $ 0.49 $ 0.49 $ 0.81 $ 0.67 $ 0.47 $ 0.38 $ 0.33 $ 0.25 $ 0.14
Cash Distribution | Subsequent Event | Class A Shares                          
Subsequent Event [Line Items]                          
Dividends declared (usd per share) 0.56                        
Cash Distribution | Subsequent Event | Operating Company Unit                          
Subsequent Event [Line Items]                          
Dividends declared (usd per share) $ 0.69                        
XML 83 R62.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Oil and natural gas interests:    
Proved $ 2,859,642 $ 2,167,598
Unproved 1,769,341 1,297,221
Total oil and natural gas interests 4,628,983 3,464,819
Accumulated depletion and impairment (866,352) (720,234)
Net oil and natural gas interests capitalized $ 3,762,631 $ 2,744,585
XML 84 R63.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Costs Incurred in Crude Oil and Natural Gas Activities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Costs Incurred, Acquisition of Oil and Gas Properties [Abstract]      
Proved properties $ 402,659 $ 46,307 $ 138,882
Unproved properties 758,342 16,624 479,041
Total $ 1,161,001 $ 62,931 $ 617,923
XML 85 R64.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Changes in Estimated Proved Reserves (Details)
MMcf in Thousands, MBbls in Thousands
12 Months Ended
Dec. 31, 2023
MBoe
MBbls
MMcf
Dec. 31, 2022
MBoe
MMcf
MBbls
Dec. 31, 2021
MBoe
MMcf
MBbls
Proved Developed and Undeveloped Reserves [Roll Forward]      
Total, beginning balance | MBoe 148,900,000 127,888,000 99,392,000
Purchase of reserves in place | MBoe 18,977,000 1,006,000 9,102,000
Extensions and discoveries | MBoe 25,558,000 25,858,000 30,981,000
Revisions of previous estimates | MBoe 138,000 8,477,000 (918,000)
Divestitures | MBoe   (2,047,000) (409,000)
Production | MBoe (14,324,000) (12,282,000) (10,260,000)
Total, ending balance | MBoe 179,249,000 148,900,000 127,888,000
Proved developed reserves (energy) | MBoe 143,371,000 107,291,000 91,170,000
Proved undeveloped reserves (energy) | MBoe 35,878,000 41,609,000 36,718,000
Non-Controlling Interest      
Proved Developed and Undeveloped Reserves [Roll Forward]      
Total, beginning balance | MBoe 81,895,000 69,060,000 57,647,000
Total, ending balance | MBoe 91,417,000 81,895,000 69,060,000
Oil      
Proved Developed and Undeveloped Reserves [Roll Forward]      
Beginning of the period 79,004 69,240 57,530
Purchase of reserves in place 10,469 599 5,246
Extensions and discoveries 13,636 15,714 17,256
Revisions of previous estimates (5,178) 1,453 (4,544)
Divestitures   (905) (180)
Production (8,028) (7,097) (6,068)
End of period 89,903 79,004 69,240
Proved developed reserves (volume) 69,043 54,817 49,280
Proved undeveloped reserve (volume) 20,860 24,187 19,960
Natural Gas      
Proved Developed and Undeveloped Reserves [Roll Forward]      
Beginning of the period | MMcf 209,964 183,690 119,450
Purchase of reserves in place | MMcf 27,011 1,186 9,549
Extensions and discoveries | MMcf 34,632 29,177 39,256
Revisions of previous estimates | MMcf 11,101 15,248 29,788
Divestitures | MMcf   (3,469) (681)
Production | MMcf (19,130) (15,868) (13,672)
End of period | MMcf 263,578 209,964 183,690
Proved developed reserves (volume) | MMcf 221,462 161,119 134,485
Proved undeveloped reserve (volume) | MMcf 42,116 48,845 49,205
Natural Gas Liquids      
Proved Developed and Undeveloped Reserves [Roll Forward]      
Beginning of the period 34,902 28,033 21,953
Purchase of reserves in place 4,006 209 2,264
Extensions and discoveries 6,150 5,281 7,182
Revisions of previous estimates 3,466 4,483 (1,339)
Divestitures   (564) (114)
Production (3,108) (2,540) (1,913)
End of period 45,416 34,902 28,033
Proved developed reserves (volume) 37,417 25,621 19,476
Proved undeveloped reserve (volume) 7,999 9,281 8,557
XML 86 R65.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Additional Information (Details)
MMcf in Thousands, MBbls in Thousands
12 Months Ended
Dec. 31, 2023
MBoe
well
reserve
MBbls
MMcf
Dec. 31, 2022
MBoe
well
MBbls
MMcf
Dec. 31, 2021
MBoe
well
MBbls
MMcf
Reserve Quantities [Line Items]      
Extensions and discoveries 25,558,000 25,858,000 30,981,000
Oil and gas, development well drilled, net productive, number | well 904 636 407
New proved undeveloped location | well 179 199 336
Revisions of previous estimates 138,000 8,477,000 (918,000)
MBOE of PUDs downgraded due to positive revisions 5,688,000 15,484,000  
MBOE of PUDs downgraded due to price and performance revision 5,548,000 7,007,000  
Purchase of reserves in place 18,977,000 1,006,000 9,102,000
MBOE of PUDs downgraded from non-operated properties     11,263,000
MBOE of PUDs downgraded due to changes in the development plan and optimization of the inventory     10,345,000
Proved undeveloped reserves (energy) 35,878,000 41,609,000 36,718,000
Number of horizontal wells developed | well 529    
Undeveloped reserves transferred to developed 13,021,000    
Revisions (5,341,000)    
Extensions and discoveries 10,097,000    
Purchases 2,534,000    
Planned development period 5 years    
Reserves were classified as proved developed non-producing | reserve 0    
Oil      
Reserve Quantities [Line Items]      
Proved undeveloped reserve (volume) | MBbls 20,860 24,187 19,960
Natural Gas      
Reserve Quantities [Line Items]      
Proved undeveloped reserve (volume) | MMcf 42,116 48,845 49,205
Natural Gas Liquids      
Reserve Quantities [Line Items]      
Proved undeveloped reserve (volume) | MBbls 7,999 9,281 8,557
Middle Spraberry/Jo Mill      
Reserve Quantities [Line Items]      
Number of horizontal wells developed | well 154    
Wolfcamp A      
Reserve Quantities [Line Items]      
Number of horizontal wells developed | well 140    
Lower Spraberry      
Reserve Quantities [Line Items]      
Number of horizontal wells developed | well 120    
Wolfcamp B      
Reserve Quantities [Line Items]      
Number of horizontal wells developed | well 74    
Bone Spring      
Reserve Quantities [Line Items]      
Number of horizontal wells developed | well 35    
Dean      
Reserve Quantities [Line Items]      
Number of horizontal wells developed | well 6    
XML 87 R66.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Proved Undeveloped Reserves (Details)
12 Months Ended
Dec. 31, 2023
MBoe
Proved Undeveloped Reserves (Energy)  
Beginning proved undeveloped reserves at December 31, 2022 41,609,000
Undeveloped reserves transferred to developed (13,021,000)
Revisions (5,341,000)
Purchases 2,534,000
Extensions and discoveries 10,097,000
Ending proved undeveloped reserves at December 31, 2023 35,878,000
XML 88 R67.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Standardized Measure of Discounted Future Net Cash Flows (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Extractive Industries [Abstract]        
Future cash inflows $ 8,493,617 $ 10,072,969 $ 5,763,433  
Future production taxes (593,840) (729,256) (416,761)  
Future income tax expense (934,392) (1,465,160) (572,991)  
Future net cash flows 6,965,385 7,878,553 4,773,681  
10% discount to reflect timing of cash flows (3,778,499) (4,424,457) (2,680,564)  
Standardized measure of discounted future net cash flows $ 3,186,886 $ 3,454,096 $ 2,093,117 $ 1,023,594
Viper Energy Inc. | Diamondback Energy, Inc.        
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]        
Percentage by noncontrolling owners 51.00% 55.00% 54.00%  
XML 89 R68.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids (Details)
12 Months Ended
Dec. 31, 2023
$ / Mcf
$ / bbl
Dec. 31, 2022
$ / Mcf
$ / bbl
Dec. 31, 2021
$ / bbl
$ / Mcf
Oil      
Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items]      
Unweighted arithmetic average first-day-of-the-month prices 77.93 95.04 64.87
Natural Gas      
Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items]      
Unweighted arithmetic average first-day-of-the-month prices | $ / Mcf 1.54 5.74 2.97
Natural Gas Liquids      
Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items]      
Unweighted arithmetic average first-day-of-the-month prices 23.79 38.95 25.93
XML 90 R69.htm IDEA: XBRL DOCUMENT v3.24.0.1
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Principal Changes in Standardized Measure of Discounted Future Net Cash Flows (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves      
Standardized measure of discounted future net cash flows at the beginning of the period $ 3,454,096 $ 2,093,117 $ 1,023,594
Purchase of minerals in place 473,742 30,331 170,205
Divestiture of reserves 0 (30,076) (4,402)
Sales of oil and natural gas, net of production costs (666,709) (781,604) (468,976)
Extensions and discoveries 626,854 844,010 615,762
Net changes in prices and production costs (1,405,205) 1,131,202 863,458
Revisions of previous quantity estimates 2,726 309,338 45,788
Net changes in income taxes 212,391 (393,652) (243,186)
Accretion of discount 427,998 234,717 103,446
Net changes in timing of production and other 60,993 16,713 (12,572)
Standardized measure of discounted future net cash flows at the end of the period $ 3,186,886 $ 3,454,096 $ 2,093,117
EXCEL 92 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0 ( $^ 5E@'04UB@0 +$ 0 9&]C4')O<',O87!P+GAM M;$V./0L",1!$_\IQO;=!P4)B0-!2L+(/>QLOD&1#LD)^OCG!CVX>;QA&WPIG M*N*I#BV&5(_C(I(/ !47BK9.7:=N')=HI6-Y #OGDK7A.YNJQ<&4GPZ4A!0W_J=0U[R;UEA_6\#MI7E!+ P04 M " !/@%98 &ULS9+! M2@,Q$(9?17+?G6PJ(F&;B^*I!<&"XBTDTS:XV81D9+=O;W9MMX@^@,?,_/GF M&YC61&E"PN<4(B9RF&]&W_59FKAF1Z(H ;(YHM>Y+HF^-/
4WEF0X0M?G0 M!P3!^1UX)&TU:9B 55R(3+762)-04TAGO#4+/GZF;H99 ]BAQYXR-'4#3$T3 MXVGL6K@")AAA\OF[@'8ASM4_L7,'V#DY9K>DAF&HA]6<*SLT\+;=O,SK5J[/ MI'N#Y5=VDDX1U^PR^77U\+A[8DIP<5MQ40FQ$XWD0O+[]\GUA]]5V ?K]NX? M&U\$50N_[D)] 5!+ P04 " !/@%98F5R<(Q & "<)P $P 'AL+W1H M96UE+W1H96UE,2YX;6SM6EMSVC@4?N^OT'AG]FT+QC:!MK03621A'^_1S80RY8-[9)-NIL\!"SI^\Y%1^?H.'GS[BYBZ(:(E/)X M8-DOV]:[MR_>X%#BVR]*+ M41B1%G\@M MNN01.+5)#3(3/PB=AIAJ4!P"I DQEJ&&^+3&K!'@$WVWO@C(WXV(]ZMOFCU7 MH5A)VH3X$$8:XIQSYG/1;/L'I4;1]E6\W*.76!4!EQC?-*HU+,76>)7 \:V< M/!T3$LV4"P9!AI@S M&L%&KQMUAVC2/'K^!?F<-0HACA*FNVB<5@$_9Y>PTG!Z(++9OVX?H;5,VPLCO='U!=*Y \FIS_I,C0' MHYI9";V$5FJ?JH,@H%\;D>/N5Z> HWEL:\4*Z">P'_T=HWPJOX@L Y M?RY]SZ7ON?0]H=*W-R-]9\'3BUO>1FY;Q/NN,=K7-"XH8U=RSTS0LS0[=R2^JVE+ZU)CA* M]+',<$X>RPP[9SR2';9WH!TU^_9==N0CI3!3ET.X&D*^ VVZG=PZ.)Z8D;D* MTU*0;\/YZ<5X&N(YV02Y?9A7;>?8T='[Y\%1L*/O/)8=QXCRHB'NH8:8S\-# MAWE[7YAGE<90-!1M;*PD+$:W8+C7\2P4X&1@+: '@Z]1 O)256 Q6\8#*Y"B M?$R,1>APYY=<7^/1DN/;IF6U;J\I=QEM(E(YPFF8$V>KRMYEL<%5'<]56_*P MOFH]M!5.S_Y9KF4Q9Z;RWRT,"2Q;B%D2XDU=[=7GFYRN>B)V^I=W MP6#R_7#)1P_E.^=?]%U#KG[VW>/Z;I,[2$R<><41 71% B.5' 86%S+D4.Z2 MD 83 >LX=SFWJXPD6L_UC6'ODRWSEPVSK> U[F M$RQ#I'[!?8J*@!&K8KZZKT_Y)9P[M'OQ@2";_-;;I/;=X Q\U*M:I60K$3]+ M!WP?D@9CC%OT-%^/%&*MIK&MQMHQ#'F 6/,,H68XWX=%FAHSU8NL.8T*;T'5 M0.4_V]0-:/8--!R1!5XQF;8VH^1."CS<_N\-L,+$CN'MB[\!4$L#!!0 ( M $^ 5E@!0)4B>0@ /LW 8 >&PO=V]R:W-H965T&UL MM9O];^(V&,?_%8N=IDTJ)6^%]M8BT0 ;V[5ET.OM-NT'DQB(+HF9X_3EO]_C M! CI')-,YJ0>2!C&9,I2D M4839VRT)ZZ<^S@H/A5G@A+@T_!+X?'W3NFPAGRQQ&O(9??F%; MT(?0\ M&B;9_^@E/_?";B$O33B-ML%P!U$0YY_X=0OB(.#2J BPM@'6NP#3J0BPMP%V MW0!G&Y"A[N1%R3@,,]C=H[6[PUE(J#HEWCFSS#%F&94MNR%6'C\GB')G=+-R1A _5X;^F M,5S=D%V]5!I[C]O.].P*O5', _Z&)G'>8D7-_^L3G(,FG$3)WS+@N: C%Q3= MPL=D@SURTX)VGQ#V3%K][[\SN\9/,E@ZQ8::Q$H@G3U(1Z7>'U(OA>Z'H\>W M#9%A4X>;1OLW&1]E5%,^FL1*?"[V?"[J\1G$<8I#-",;RK@,E%J'LU2&UU5& M-06E2:P$JKL'U:T':DI80'W1;R'H2:5UZHC2KJ>J[*J4\4VA:1(K0>OMH?64 M1753Q@2S<9!X4+F^$LR4X-1J[;9IM6U31DP9V)28)K$2LUI7RA)N'Y/C("3H/HT6A,DHJ34,PVS; MW0OC0D9*&=J4E":Q$BG3*!(XHPZK&5D%"8?*Q=$]CJ2M\(C04[ AHAD3MGH[ M@Q3%.Y>14XLT1:=+KD72Z[0MHNU>7 MTH:K#FY,3Y-:F5YA!DQEBKRC-_!]4$_.=ALHZ4LL!:>6NPO\$,?^F92;5K^@2ZW,K7 ,ICK1?\]M_[R8,OH< MQ)Z\W:HU'_^08M/J&'2IE;$5GL%4I_GOL4UIPL$\_!ELJA^P:L7>5<^0V@9U M7&-NIS .9N$<3'6ZGS7+ 2.X&I-:P+$M*22M=D&76AE281A,=;;_B0HC.EW3 M6.48CHA8EMGN.14]OU;+H$NM/*1:> 9+G>H_!AR<%5TBT_IA\2.:$R]E4,MD MR(XHN2&&Q^T JF840=8WY]3[=H8^&.>&^&>B*6;H"8?R022U=E.FNM3*3 LO M8:FS?3#V?A"OT/PM6M!0BE(M\'3_<">EI-4PZ%(K4RH,@Z7.[G=5#8U>O36. M5Z32K1X1NA_,AX/?I;RT6@1=:F5>A46P:EF$+R0,V]]B2,R@L>($>CD?39(D ME7=S1S2_$JDQ4$: @6'K-\+(E)9[2.*-W+3(2K#FH, MZQ1&P"J,@%7+".Q&=?-QR:PO@\PVE4-3*U95,:TV0)=:F5IA ZQ:-F 2<\+R MZ6LQ_HUW&*74U(I5U+2Z %UJ96J%"[!JN8"L.2(7C-.*,GGBH=;YA!D\/ :> M1T (9/Q<4LI/JQO0I5;F5[@!2YW,;_G-(QR&Z#9-X.M$WD+_YR2".JXQK5/8 M JNP!5:MB8111-A*=&@_@P)?BVQU@V-YM5,+5F/3Z@]TJ947*13^P%9G]1-W M/$.#U \X96C .0&GGHWJCD.\DBY24.M5S2*KPQJO1SB% ; + V ?&>[?3?&- M@QC'7@!^-!L9RHZ-&,LF%.#1D"]X^DN@E"_X4%^FL@:JXQK#/(5/L N?8->: M6)BO(?%5-=+BFJ9A&FZ" ,/VBC%TNQ#K=)X*9'>M42Y MVD6F)A8K/O?-\ZOKSK,,3.$";'7NOFN2R<$4'V0*"S%=NB20I!Q-$2W7]%L-![-1O?N"$U%!DWC1 RR_'=B]?OO+BVS M]U,B1HQ?WPZZB25T$GQ-LM5JNZ4[=X1DR3@H9<,K:QKZ8&409@0%[XK%=L42 MR_BR-67(-,Z0:<*?!7\VPK&/3$>(33'C:#*9B&V^#A(D%E(BL3)*.O&KAM+X M]SZ%X[$+QV.K_42L:E64.JPQL5/8&[NP-[;:EKPGMEU55LU,+3?^*B6FU=#H4BL3*PR-7Z=$ =W)C:*8R-71@;6^U#=N/N\S4\ M!N0U2Z7@&6,Q(R+%J=.KN%NU[D'R>-DU':N] M5;1:M4!C,%I=CBZU,KS"Y3C:WYUPM#H>K6I#76IEF@?O3]2:(&G6:G5: '>K M=MAJKXR><77E=-^W6JUFH7/PMI08%\S>.DN0)Q9[YB].[8_NWVP;9.]S=8K3 M\]?B[K 85DQ02)80:ISW(%UG^9MF^0ZGF^S=JP7EG$;9YII@L&_B!/A^22G? M[8@+[-_WZ_\+4$L#!!0 ( $^ 5ECA13R8/ ( +T% 8 >&PO=V]R M:W-H965T&ULC93;CMHP$(9?Q7*E7JU("(=N*8G$H=M=B07$ MTO:BZH5)!F(1VZGM;';?OK834BI!Q$WLL6=^?V-G9EP*>50I@$9O+.,JQ*G6 M^4 MPUHB53!&Y/L4,E&&N(M/"QMZ2+5=\*)Q3@[P OI[OI;&\AJ5A#+@B@J.).Q# M/.F.ID/K[QQ^4"C5V1S93'9"'*WQE(38MT"00:RM C'#*\P@RZR0P?A3:^+F M2!MX/C^I/[C<32X[HF FLI\TT6F([S%*8$^*3&]$^0AU/@.K%XM,N2\J*]_@ M,T9QH;1@=; A8)17(WFK[^$\H'\E(*@# L=='>0HYT23:"Q%B:3U-FIVXE)U MT0:.U]S3V--&UFYZ<2TQK22"*Q+= #T+KE.% MOO($DO\%/,/30 4GJ&G0JCB'N(-ZW3L4^$&O1:_7)-ES>KU;DT2_)CNEI?DE M?E_*MU+K7U:S93)2.8DAQ*8.%,A7P-''#]VA_Z6%M=^P]MO4*U8AT0.5##W- M+^&U"P3]^Q:,08,QN EC21A<8FB/_K:9++=H^[C:++>K)5HLUBU(PP9I>!/2 M0L17_]1VA=4Q(ZE@!,VH?K]#)_,2FW=64@SDP34.A6)1<%U55[/:]*9)59+_ MW*O&]DSD@7*%,MB;4+_SR=R=K)I%96B1NP+="6W*W4U3TU]!6@>SOQ="GPQ[ M0-.QH[]02P,$% @ 3X!66)V--/LB" ["P !@ !X;"]W;W)KK91:OM^/F_R#:]8\TYL>:U_60M9,:4OY>.\V4K.5MVBJIRC*(KG%2OJV>*J M^^Y6+J[$3I5%S6\E:'95Q>3+1UZ*Y^L9G+U^<5<\;E3[Q7QQM66/_)ZKS]M; MJ:_F!RVKHN)U4X@:2+Z^GGV [Y>4M@LZB3\+_MPB_%^Q4IOK M63H#*[YFNU+=B>=?^-Z@#F NRJ;["Y[WLM$,Y+M&B6J_6".HBKK_S[[N-^)H M 22>!6B_ +UU =XOP)VA/;+.K!NFV.)*BF<@6VFMK?W0[4VW6EM3U*T;[Y74 MOQ9ZG5HL1=V(LE@QQ5?@(RM9G7-PWZIKP"7X?'\#OO_V!_ M*&KPQT;L&E:O MFJNYTG=NU\_S_5T^]G=!GKO<\/P=P/ "H AAQ_+EVY>CX?*YMO=@-#H8C3I] MV&?T3DI>*\":1MOYWF5/KX"X%;1GZWVS93F_GNG#TW#YQ&>+[[Z! WG[@?^U*YY8J8UW>K%7E72JV@3PM$ TC;.K^=.Q M.;843&%BI 8XR0$G">*\X5(C:\^TCK5&R5WE ]GKB8]NCVDZ@FC+9!BE;H3T M@) &$=Y*OF7%"O"O.H4"S2U !$2)R/4MA BL0=U?$ = M!U'_(10KWP PMNX-":9P#-$A!M,816Z0R0%D$CR0MU+SDE0OSJ.83'D4)U(V ML#(]6)D&7?%[478Q4S.UD]HICZS1L:ZXOI-J+L!Z5VI'B4:!BJN-T+&UUBR7 MBUVMBOI1YV%XD<39!2:PTZ(O499<( 1U1.;E;J43^%J*2I/8MN0]1RJ@4R>O M'KCLC7A-P9V"UY\.F?5"\W*SY1VQEB\_N'R1VF$%KKM.K]GB=BXH# MQ;YJ=OA>;VIWA$M=*K=E5>,\47O=P[",:3Q&;HN1[%ALB-VP+@S3[N\=?_EI M =I,2FED^=^6@CCU;:PA7!AFW)Z[ N!LPL190J)LG(X<@BA#$?;&IV%7&+^I ME"P+]E"4A2JXNYZ$098^E\6FTC8TVK U#-)DF_/D3L?[D=%.FQ-'5H@0'#O' M%H-9''E*"FC8%H;I]HS48=,5RF(+IRWEPVCX#(8)[=-QQMBR%_90C&B S#H3###2O($SY'-EMAC*QTYA!#,".>=(8,I:$PI?TJZL=+ M75&U5="#\A(;LOD*1BF.TC%A. 2I9L",>H >=:!3\1JR.0M%X]AT""4>B(;6 M4)C6>K^?\K?-2Q#"F.(Q13@$:9:FQ%. (<-@*,Q@2U%5A>JVKRN[EJ*KEWF= M^R '];F3)W"V]?]%@C1[ M]C1C(FU#VPWCHG!#^S.O>=L]W3*I]">GO7:7&HW#T1:)B:<[0888T0EB7*V* MMO[7\-I1P651@YQM"WV.G# =Q!=A&"7CSL4AZ&$>9-@1A=GQCBNFOUH!SF2M MSXLN6-F@E5D7>:&<)2NRB? 2QDEJ)?DW$R8RA(G"A-DGI3\+W;B _VCW/^KN M19/H.]!XCX33! >?1I @JV-P",99%%-/J&##JCC,JK^)^C+7J4J*LFS;^]=! M@',L9[,E3 E&\1BM2S#6M!9[B!4;8L5A8NWWW;^AV-$!IC2AE(PA.@0Q@A1Y M*!4;2L5A2K7XJJ.#\^("VSSJ[B@<@L&. A_-:T\,;#6?B1I\K@O/C#:X_-QD M/I6VH;&&O#&9DLCPWV#<@.T3:1O:;D@N8Q1PBNCB%B:>H MPH9D<9ADEZ7NNL''0!1.VL].I6UHK:%M'!X_GQN%DTZDI](VM-W4 3A"V(C D,H1E2@02+A%TDR!Y MWY"U[:ZS9 VK.-L/_T9S3TS=0=XV3@^\F4$FK3RFTC:TUU0>)#PPN!,OK%0O MKT^.),]Y\>0; A/7O""-T_$PT"&7PIAZ!H+$E HDG>19!PE6'&=[:")M0Z-- M&4+"9PNO/=<94VH;6FD*! MPG^:'FBPU#C;WHFT#>TU%0@-5R!GI0?JF%U@-(Y#AU2,8@]345,\T/#4PCS( M.H72?@Z0PO%TQ2&4>%_?,B1/P\.&M^8O.NF482IM0Z./7EH+EQ!OR5][%8,W M^C >%S@.*1R-!XOSHU=1V_> _\OD8U$WH.1KO2IZEV@ELG^UMK]08MN]G?H@ ME!)5]W'#F:Y!6P']^UH(]7K1OO!Z>,%Y\7]02P,$% @ 3X!66*LO<:[# M P I!( !@ !X;"]W;W)KQ!!]3FHFEM9,RO[9M$>]PBL05RW&FWFP83Y%4MWQK MBYQCE)1!*;5=QPGL%)',6BW*9W=\M6"%I"3#=QR((DT1_W2#*3LL+6@]/WA/ MMCNI']BK18ZV^![+A_R.JSN[44E(BC-!6 8XWBRMM_!Z#>"#Z%P# MC?+(V).^>9/"%,<2RV!U,\>KS&E6DF-X[]:U&KZU('=ZV?UWTIX!?.( M!%XS^@])Y&YIS2V0X TJJ'S/#K_C&FBF]6)&1?D?'*JV062!N!"2I76P&D%* MLNH7?:PGHA, _2,!;AW@C@WPZ@"O!*U&5F+=(HE6"\X.@.O62DU?E'-31BL: MDNEEO)= 9*!OW>L$"A+Q,*6:B1:SX[K7F^J7MTCO=[B^ IX\#5P'=<;"%^/ M#W?[X;;B;R;!;2;!+?7\(WI_,:GR^/%?E5I ,I4%.<4ZR8; *J6P5-+?R'X% MPR#R?+BP]UV"@79N%+INVZXW5*\9JF<6ZN??X*!\^O0*IQ)K ?J-Z"^$?0/DA*=DSGB,L-<_ )BE!.)J/KR M8U9D\C4H]"0 59N$5&E(LBVX4&E9/KTJX;!?YL>(%G M#??L/-Q$B$*U,R,;^YJ*/)N('#3(@3FG*1("W!Q/:F/X5(HSB?5(PX8T_-%) M;>QPZMR$7ZUPY(1.%/G!\ K/&^[Y#TQJ8U]3D><3D:,&.1J1U&_57JHVT<&L M-L9/Q3B36 \5.JV)<,;L2LJMQ$]ZD<$>T0*#BT*H-I)&%S+6GC>W2?Q M&R=XL9N:^S^5KV.2X'@^5,@=X^1SG:LAG[/I6M=4UPE&VJV%X65Q.@-QKP>Y@EV+HE M:+9+SWOH\7)C%IA:;\ZEUL=M31(TNZ3_47!FXPK.F9Q3GZ]U1/ ;ENC$@A-, M*SC?PPO!U@Q!LQLZI>",<"@UVYF,49^M-3S0['A.+C@C_$@->"8;5 ':G2,$ M?7[S)^);D@E \4;).U>A^AYX=212W4B6EZ<*CTQ*EI:7.XP2S'4#]7[#F'R^ MT0<5S<'4Z@M02P,$% @ 3X!66!CGH#]I!P $R4 !@ !X;"]W;W)K MCT =MRS!20BV0G^?<5&!LC"<69\A(;Y^B@5:(F]%*RO75>"SF*Y8GXI*O6:'^L^1EGDAU63Z-Q;IDR:)NE&=C#&$PSI.T M&$VNZ]_NR\DUW\@L+=A]"<0FSY/R]99E_/EFA$;['Q[2IY6L?AA/KM?)$WMD M\OOZOE17XP/+(LU9(5)>@)(M;T8?T55,@JI!C?@C9<_BZ#NHI,PX_Z>Z^+2X M&<&J1RQC_9?:O%*S"P1;,JS/].% M7-V,PA%8L&6RR>0#?_Z--8+\BF_.,U'_!<\-%H[ ?",DSYO&J@=Y6NP^DY=P#V=0!A\YH5< M"7!7+-BB2S!6B@ZR\%[6+78RQFQ^"0CZ ##$Q-*AZ>G-L:5Y?'ISY%!##H-$ M:C[2P]>,1/&DXCSG.;NRA7A'X=DIJO)Q)=;)G-V,5'T0K-RRT>2G'U ?[:% M9TBR>""R3NB\0^@\%_OD@;\FF7QM F>+VZX]K=M757([H8@B!*_'V^.(F+"0 MT(@&75ALPGR(?.(=8!T5_D&%[U3Q5:Y8";B6!C8U.Y[@Z/X1C#0I)H9"36YL M8@(,[2*"@XC *>(;ETEVDHC N'F(:1!138<%%@1>H,%B$^9#+T+4KH8>U%#G MG)QRH O:A%6#!AG95TR%DY)%D\$%DG>.$A>*$S%>Y+OM@T"[^*8+( MVR3C)PI/>C(YJ!W5=!&CU4.,M/##W0Q)D@O MH4Y(5P9N9> 3:NC;X?*.4]KJ&1@_6+]-T-!?8IY%1<"TX%"(2ZC(MN" Z#D=79FN1D--$=-*_7PTU MRPJEGJ[%1'E(-]\6$.T3T5H5Y/8JC6VMI;R9@*:SN* XPL;J8<'Y:F3TA=Z& M0Y 0VI>!K5E!;K?2K;DSME3N:U^H>CT8,HV'[RE]1N*9N !CXAOR3!Q688AZ MG!ANC0QV&QGE+[=I?32E=(&SF?(URU362\OYFRJQZ4 \/_*U16-J@5T0'/A: M,&(+#OD8]4AL#0UV&YHO3!X6EGH0K5),"Z*VH\33;;,%%_@^A)ZNQ<1A/PAH MC_/$K:_!;E]CJ &)E&4ZV\ADEJFQXJ#@Q<6<%[+D6;;;/>X6!:MLTZD0B+ ^ M-%,+SE>SRYB&%IQ*4DKZ\K1U/MCM?-Z6_4>JG!"X4[[\Z?4#4+/VTBJ8&,<. M&$(8ZE;/@D,^"JB1LR:N6E]Z:BEN_1!V^Z&[I"S4X EPKT0]5D>)X*^/LVJ3 M,9=_6X4-ZHH&98N'8NO&LG5%V.V*;A.1SL'90LV'I!2@2I/=X:R]$NS(HN,, MN0QTP]R@.GFDIX9)!"_#GCT ;AT1=CNB.,TVU1'TR7J"D_0$;^LQB1QZ6NN# MW<=#?]8/')2@9*MV,D\,%)M\5NU EVKWEN=J96I.TOE&"JFV- 3 MI$'9XJ'8NC%NG1EV.[-F!J2%,U%,"T4]I)_;3FTP/T!&MIBP("2HKS"V=@R_ M<7BT3_\WQ)B&R2K& O,#JF]O+# E)NJQ)J1U7\3MOA[8EA4;Y9*;8[[ZI.)1 M#7\Z5_7^[D56CPVK]>U.38IFGV^M_F_=ISG;_^LSJ^:6C6+Z_RGB_T71#6'K M[HC;W3VPK'XB=Y^4\M4:&F?[=S_N&9(M'HJM&[O62Q(\P-,RIQ]]=_R&9(N' M8NO&[^AAH]N4_LX2P<",%QOA>$9#+%82TA#K'MN"PX08#VEL,!J0GE+4&D[B M?OSWA1?EFU-I4(\Y*%L\%%LW?*W')/X 4\GI4]\=OR'9XJ'8NO%K72UQN]H3 MIY+I4E'H^_I$,E&>A_4=N@6E/W08'[TMHI;?I_JM&Z%LZ::0NSWNSY M6+_/HOU^BZ[BW?LY+5Y_7;%DP 0 8 >&PO=V]R:W-H965T&ULO9UO_"N-S MYK2=.:[%?Y239*:Q!8A28)JV]\69^X+()-94EEQ)3MK[Z2_(LC'L1UNB65(O5IU=GYMGC+WZ>?[C9-K^X>/WRKOQ0O:VVO]X5Z_I? M%T^4Z_EMM=S,5TMC7;U_=?:#^:(8.\T*NR5^FU>?-L]^-II->;=:_=[\8WK] MZFS4M*A:5+-M@RCK_WVL+JO%HB'5[?AC#SU[JMFL^/SG1WJXV_AZ8]Z5F^IR MM?B?^?7VYM59<&9<5^_+^\7VY]6GN-IOD-OP9JO%9O=?X]-^V=&9,;O?;%>W M^Y7K%MS.EP__+__<=\2S%4S[P K6?@7KU!7L_0IV?P7WP K.?@7GU!7<_0IN M?P7OP K>?@6OMX)UJ(*_7\'OK6 ?ZM9@OT+07\$\L,)XO\*XWZ3@T(X;/>ZY MT:E[PGS:V?V]?;C*X^XV3][?YN,.-_M[W/(/K?*XR\W^/G<.'K>/.]WL[_6# M.]%\W.WF;K]?/(1DE["K?3+6S?(UK_EA%]/=^G6PYLOFC/)VNZ[_ M.J_7V[Y^NRVW57V&V!JK]\;E:KE9+>;7]:^NC;?;U>SWF]7BNEIO_O6/P#+] M_QB3/^[GV[^,<^/7MU?&M__\SOBG,5\:O]RL[C?E\GKS\F);-ZD!7\SVY2\? MREL'RO^RVI8+8;4K_6J7BW*S,7XPWMZ4ZTHJ.SEE_3>'UP_UZT?5LEJ7"Z,H MU]OZ)P$0Z0'9:GE>]_9VO5K4?_I@3)?;JF[)5B#%1S9E=7M;GYE_73<72WI8-AFGV8Z6$_7%_/FXO:;C?.K\_K M _FRO)O+QV.N9_U<;>N+=]U1DW*]K/?GQOCVA]GL_O9^L8O25?5^/IMOOQ/ M!7&<7-2A?TJ^]91\:X=V#J#?5!_FRZ:Q]15Y42YGE?%MW06;76]^9Y3;NM6S M[PW;_+=AC:R1%&TMO[D5>K&Y*V?5J[/Z7F=3K3]69Z__]0_3&_U'"CP)FY"P MD(1%)"Q^@'D[6'/K^/&UYP:F/QK5N^OC\\RK"XY'OCE2%DS(YJ4D+"-A.0DK M(%@GQ/93B.V!(3XEN ],_]GA8 ;>*+#M[M%PI:T]-),D+%2W(!B-NZV/A*VT M+-?U@^YRL;J<9]N.Z?8R).!&MMG+#[F1*0G+2%A.P@H(ULF/\Y0?9T>W#^1G MNIS5G\,W];6O#LWNI^^:.]K'^YUO'F\)C/_^7%^!C?I#[*=R??V_4J@<\FI( MPB8D+"1A$0F+2=B4A"4D+"5A&0G+25@!P3IG!??IK.!JKZK-AY_SYCG5M3%; MW=Y5RTW9?%*04N\J=U:FZ5N]ZZBVVM TD["0A$4D+';5RZW2L5.R8D+"4A*6 MD;"?::7X M:BL,O6B3L D)"TE81,)B3SU_NI:K?C*=DE43$I:2L(R$Y22L@&"=J/M/4?=/ MB?K][J&DG'0IW;YR<-FV%RB79VWMH;DE82$)BTA8["N79ZEKIV3-A(2E)"PC M83D)*R!8)[7!4VH#;6I_JS;;YM'4ZKW1/+->SV?-P_#-[NG]0Y2/7)VU^*%7 M9Q(V(6$A"8M(6!RHSXTM]=),EDQ(6$K",A*6D[ "@G5"/GX*^5@;\JMYD^QW M][N[[:J^''\L%\W7R>M&Y=@8=^5?S;?+XE?#8^7H.C?'_6?0VNI#8TO"0A(6 MD;!XK%R_#:RPM M%XSZU]']4GZO@WM?#*-;D**T#*7E**V@:-VTM8Z4J9>DE+0=-_\N3=6VJ0^; M?MI0WPFEA:=L0(26C%':%*4E*"U%:1E*RU%:0=&ZT6W-*%.O1EW>E,L/56-S MK#XU+L?-_*YY$C5[[CAO[M]MYM?SIBY\)R4[1Q"4I+45J&TG*45E"T;E);!\O4RARO+\O-C7%7 MSA^^T]F6?QJ?YMN;9NC![NGQTOA8;;8/+L;3MT!B4!WUH+.4J*)J%4H+45J$ MTN(]S==U[A0MF:"T%*5E*"U':05%Z\:YE:=,O3WU4HK:!HW22WSI6IEZZR:EM_>JYONBOCV\5J<^ :K3I6 MKC^VE<"BCA5*"U%:A-)BE#9%:0E*2U%:AM)RE%90M&ZL6RG+U%M9I\5:-7\L MU_-\OY]KU*I":2%*BX0>,<>!;_='$^Z7\_4GQ"G:N 2EI2@M0VDY2BLH6C>* MK3IEZMVIR?+ZQ/'WIAA24D>Y0FD3E!:BM BEQ::JL?F!ZWC"YV-UR0/#\-$6 MIB@M0VDY2BLH6G="C=:ILO1.52_/IV384MT?R[*MP.I=5Z[TI8?&$Z6%PD;X M5G\XOK"0Z9C!:-2[IXCW"W8&]YNVZ?7&VD^%Y<;*@'QT0U.4EJ&T'*45%*V; MI-9RLAZ\CH'C\I_/2?7-XVQ4QX?F6Z22)5L^R]'H6,0187V+PR8&=QXJ=R(J=R8J=RDIUS@X,!$;K)B@M M16D92LM16D'1NL%OY2[KB-SU]P8$6ZJ6)(X(UENSAP?K^8.OW*@8AM)"E!:AM'A/.S9( M&"V:H+04I64H+4=I!47K1KY5PRR]&O89@X4M04-21POKZP\.,2IYH;0(I<66 M.MV6,&08K9F@M!2E92@M1VD%1>MFN!6\++W@-6#@L"7H7-+ 87W%P:E%=2Z4 M%J&T^,3^G:)5$Y26HK0,I>4HK:!HW=RV.I>EU[F&#ARV5+-+'CBLKSLXO:C; MA=(BJ4ND@EC#[4MV5P5%')"J5%*"VVA"FME-&':,D$I:4H+4-I.4HK*%KW?2BM M@V7K'2QL]*&^SM"GRRAM@M)"E!:AM-@6YL:21Q^B=1.4EJ*T#*7E**V@:-WT MM]Z8K9\=Z[-&']K"?$_2Z$-]&P9G&17 4%J$TF);F"E+&GV(5DU06HK2,I26 MH[2"HG63W*I=ME[M.FF8DJU:0^(P)7VMP8E%K2R4%@D](@Y3$I:3ABFAC4M0 M6HK2,I26H[2"HG6C^.P=@WK9:L#KD&Q5L*KOU9Q^'-D7"[)O%D3U*I06V\([ M")7>G:(U$Y26HK0,I>4HK:!HW4J/7_PQU]4KD)I(4J+4%ILJW*5 M/Q8^^Z)R%4I+45J&TG*45E"T;N1;NI4MV#^6[9A]3>A*7W=P M?%&]"J5%?]A\T)N@DI2LM06H[2"HK6C5OK M5]EZO^KOO)C!%K0@Y<4,^KJ#XX;*5*=L0(26C%':%*4E*"U%:1E*RU%:0=&Z MT6V%*_N(<$6ID;9J7"EI1GTKE!:BM$CHC',WL-R^&VFK)I6PV!1M7(+24I26 MH;0!Y_4O MH:JRY 5CTP_Z<5*7"VRKGR3414)I&4K+45I!T;I):ETDY\&8^#ISL#ND['&% MTB8H+41I$4J+4=H4I24H+45I&4K+45I!T;JGB59\/--#S!Y\94%T* MI84H+4)IL:,Z5=)( [1H@M)2E):AM!RE%12M&_E6OG).EZ\&CC1P!(5)'6F@ MKS\XQ*B$A=(BE!8[ZLL'A9$&:,T$I:4H+4-I.4HK*%HWPZV%Y>@MK $C#1Q! M+1)'&NA+#HXM:ENAM BEQ:=V\!0MFZ"T%*5E*"U':05%ZR37;:TL5V]E#1UI MX$I3*$DC#?1UA\87I84H+9*[1!AI("THC#1PU5<1JB,-T$U(45J&TG*45E"T M;MQ:5JS=&57U89D7=E5O2%15]8W=G!,44<*I<52CXBZ M,EHV06DI2LM06H[2"HK636FK4KEZE>HDK=%5!1Q1:]37&GPKC*I0*"W:TSJW MN)+6*"PG:HUHZQ*4EJ*T#*7E**V@:-TLMAJ4.TB#&J@UOCE"_Z\I.A[ZM0;? M-Z.V%4H+45J$TF*4-D5IB:L*:+V[J_3X(AG:IARE%12MF_M6VG+U$TC]#?W1 M5>G!@42E*Y06H;08I4U16H+24I26[6G^X3-!?GR10EBD[[QVL]:: M3^Z#9C%0D-S/0+/YQK@L[^;;FB#A1*FZ"T$*5%*"U&:5.4EJ"T%*5E M*"U':05%ZYXC6E7*/?(>P-7R8WTN:$2IU7OCM_E=M38F]=GAPU]/YXGF"Z5? M=P^UMJON$O4)YGOC\N&]8V]W=^]'GUR3BLH52IN@M!"E12@M=@7)S0],RQ,> M;TNO*I0')*%M3%%:AM)RE%90M.X9H!6MW"/37;%G #'UI-YRA=(F*"U$:1%* MBUWA'85CVW>\_J I:4'?]?MQ1^TLE):AM!RE%12M$W>OM;,\O9VU#^O#-=J8 M;S;WU<.;1*K--AZ9@7*KD:)E,Y26H[2"HG7/%JU4HK:!HW?BW;IJG=],&Q%^,O&JG68(;>J5OQ> PHPH;2HM06NRI"IO4OU.T M:H+24I26H;05240VDI2LM06H[2"HK6C7PKRGE?[*V)GO#61,LT^Q=N5&-#:2%*BU!:[ EO M332]ONR*UDQ06HK2,I262\>NT_NBHJ!*=J/9NFP>]C)$3WI7GQ6X_8GMKO0E M!Z<1==A06H328JF# V=D]K_;0JLF*"U%:1E*RZ7^=1Q7C>27F.S+:Y4WCWW+ MH2>]J6_LCGTEEZBRAM)"E!:AM%CJX,"S^JD4WH3H]_3>!&U8BM(R:3,MY:FR ML)#CVGTA5#XF1TXPEH50KY6]//ZEA)XH /73@8I8*"T\90,BM&2,TJ8H+4%I M*4K+4%J.T@J*UHUN:VEY7^FEA-[QEQ+JFS(XS:A@A=(BE!9[JC=EFYZB5Z%% M$Y26HK1,.-;.3=M61JSG:-E"*&N.ZH_FEGS]]%MWRO]*[QO4UQGZ&-:7)H$: M21-XH'5#E!:AM%CJ$\L>6^I35K1NO;=G]8!=4T6X46\O(!UX9Z$LOR#-M1[DLHBX1 M2@M16H328I0V16D)2DM16H;2Q2A.'Y0*2\JS!V5H"W.45E"T[EFC MU;;\KSI'EYAY59+J6R'Z1@X.,NIXH;0(I<4H;8K2$I26HK1,."3'=F#U9WW- MT:H%1>M&O=6\?+WFE<[KSPC7Y7:?]1/\3%]R;$Q722_J=*&TT!?FFW+=!.7+_6T#MQ ME#9!:2%*BU!:C-*F*"T)3ITQ"RV;H;0Z$L.3B.JD:&T"*7% M4@=+<]Z@51.4EJ*T#*7E4O]*<]Y05;N1;-VS8. T5$?FO FDN:BD.6_T=0?G M$A7'4%J$TF*I@]4Y;P+UO7_JG#=HPU*4EDF;J2),]"Z(4J+4%HL]8D\<09:-SEY7_QX MY%@[,'$&VMH,I>4HK:!HW:RW"E.@5Y@^:^*,0-!+I(DS]&T8?*5%=2:4%J&T M.!!4*VGB#+1J@M)2E)9)1YPT<09:M:!HG8R.6Z5IK/>-3AJM/U;=$G&TOK[6 MT"RBM!"E12@M1FE3E):@M!2E92@M1VF%D!G=:/UQJQ6-]5K19X[6U].'WC>/ M52DD\$S'L?S>5P$38'_2N%X4$#!S;\@X\K!HW MPE'W-ZV/,-;["/6IZY>;JOD0:WPL%_?5IODHNZU_L[K?;K;E0TSWXP/JOUPN MRLW&^.%IU-U.5:J7VO_A3?G=4GWG>K[79UN_OQIBJOJW6S0/WW]ZO5]O$? M38%/J_7ONRYX_?]02P,$% @ 3X!66&K'-^8\"0 RR\ !@ !X;"]W M;W)K,1 ?#JV*[RF)O= M>4C692?99XB"+.Y0A$) ]OCO%Z!H402:L)SEBZW+00NGT=TX:.+J133?Y)IS MA;YOJEI>S]9*;2_G/G@HG];*?#"_N=JR M)_[(U1_;^T:_FQ^L+,L-KV4I:M3PU?7L%E_F86P&M(@_2_XBCUXC0V4AQ#?S MYNOR>A:8&?&*%\J88/K?,[_C564LZ7G\U1F='7[3##Q^_6;]EY:\)K-@DM^) MZC_E4JVO9^D,+?F*[2KU(%[^Q3M"D;%7B$JV?]%+APUFJ-A))3;=8#V#35GO M_[/OG2..!N!X9 #I!A![0#@R@'8#Z*D#PFY V'IF3Z7U0\X4N[EJQ MJ#%I; M,R]:9[:C-?VR-NO^J!K];:G'J9L[44M1E4NF^!(]*OU/+ZJ22*S0'9-K](L. M#(DNT!^/.3K[\1S]B,H:_;X6.\GJI;R:*ST'8VE>=+_W9?][9.3W,$&_BEJM M)?I'O>3+H8&YGOR! 7EC\(5X+>:\^(PH_H1(0"@PH;O3AQ-@>'[Z<.QA0P_K M05M[=&P]C--7K=-7C=@@G> -4V7]M,^04I5<7D)NWYL-8;.F>ES*+2OX]4R7 M!\F;9SZ[^>D'' <_0RZ;TE@^D;&!.\.#.T.?]9O?=.4LZT)L.#JKA)3GD.OV M)I+6A*F3SS=1@&FHE_/YV"DN+(ZB( B'L-R%D2B.D^0 &Q")#D0B;US<+O^K MB\$^-Y70%;<0=5%6'-4V0_.U^; PD;1MQ'.I\PPM7D\/I6C*4)K26#Z1L<$* MQ(<5B+VA=&]K=%9PM>\U6IVBP]-SL-;QKMYVXI%/O.P>JX_XWX*#HN MDB (K% #4&$61[$5:BXL@*,L.7!,O!QSOJVXV8^AJ2?.K^$PQCBUY@[ " X2 M*YMR !:0+!U)D_1 (/42./NGECKGR"0"TBNUY$WYS(RRT LC5;-K$^B3R0^( M8>K,B41)1BV"+@JGF%INR%U4G(5!!M/+#O2R=\M9F]6U+G M0[Y@\&5N6&%*<681!& 4.[ <@&4D2B.8(@YZ11)X2?Y;K7D#*HO ^44:AL2: M/8"*@L3*L!Q A0D>21]\I*:P?_M>L_J)2R.2CLJME%POE19,J"K9HJS&2V]G M?J+:.ZFU?"IK0]>2WK7$&Q8/XI55ZO6MPK89\,P6%0?]2-S@) E-[%"'<)@& MJ1WK$([&-$I' J:7>]@K?\99_?1#2C#YN>%5*\VWK%&O(%/J%JV,VMH%0%V$ M&-L;"@3317Z$9"_"L%^%W1:%V!GEHHN5X=:F BN*9L<'*0'R"]U"2K'#ST7A MR-YR !#103'"KE=FV"L[''8GKUP$;8&ASN?KD9)Y MHP;2<%4(#K!#PT6%H5.4 ="1>'=^-*?'4XBY$NHBC-T9 MWX% $@+4 "#&'FZ]+B-^7695/5Z7HD&U4",I[THH,UN7F$]J=91.5F.D5V/$ MK\:.%FKU/A=?8ZBC ;68TBRF-I>3>TRD%V3$+\B&"[/=+:JRT+16O#%U2PF4 MEVPCZN6"%=] >J[2(N!2N3AGJ7R0(;U>L1&_8M-+M6N*-3.;CEPS7:'FN[I4 M;^5CL7LUQ,P.]=2P#4C0%5<7642(?>J!<#@*(KMEE4/ ,,JRD784Z=4:\3>D M\M+LLO52SI>E5$VYV)GN8=NB;JFO1:4YPT$*=:-(FAQURCN6$# E*8ULE@ P MB;*C#M'PD4ROGZA?/WE8OA.J%)!,.(NRQ-+3=Q"0T! ']E*"%H,@'NN[T5X[ M4;]V&CTG44"]8"W\[,8HB+/[D'R2,0+)NIXJ2 M!3I"2:QQ]DD) D8Q'CG6TJ,'A7Z5TCW::K@N-.ALR?>OC,;=N\%(^_8%_VM7 M/FO-7\.JGKK:(HDSNY8"J N"26PWR@ <"2@9:>O37JA0OU Q.O>3PZN$(+_E36M5ELO5OJ$W(IEB!UH&N48J=)",!H%H9VQQ^REF$RMM"] MCJ%^'?,QZKI,O4/:52@U&_!OO: M'?31EI5PF #MK## J;T[0SBJZZ"3'1 N2-*1AA'MY1;URZWV!'QF:)QW[7.= M#>81[7N/8BD@BB),0_N,#^%PG-DE,@=Q032B)VFOL:B_(^9)A5K47;>Y30K5 ML%JR]D+5R"6127MDDUK+I[(VO"?2:[S0K_'NQ$8+N:%@+Z7<=<'$"EUZ93GV M;#R$Y%L4QLZ9! #:<039HCJEDA$=&_8*+_0KO(?ND<3]V",)__B/QL>DUO*I MK U]U\O+\&.-MI/[TN&DC;9)K>5361OZM)>PH5_"WO9))?]61SH$5&D2!8DM MU@&6S=VZ?B;IY-^6\)CX<'E-:RZ>R-G1?+WQ#_YVWOY]RD]Y@ MF]1:/I6UH4][71WZ^XC_?\KM[1_?;[Q(:8")?0\, L8AMJ\FY! .?#8R/[KE MO.'-4WM;7*+VX?O^NO#AT\.-]-OV'K;U^1=\F>_OE?=F]M?RT<0%V_)&F#O!A8.TEK-'6,.,D!=[@/7(F[ M2T0B%9+R>N_7WS-#2BOM:FWW[N/U0V-)Y+S/,S/DOEY9]\TOE0KBKBJ-?W.P M#*%^>73D\Z6JI)_86AE\F5M7R8!'MSCRM5.RX$U5>71Z?/S+426U.3A[S>^N MW=EKVX12&W7MA&^J2KKUN2KMZLW!R4'[XI->+ .].#I[7E[P5:N5[_TM2).9M=_HX;)XL.W292:\N;/EW783EFX,7!Z)0<]F4 MX9-=_:Z2/L^)7FY+S_\7J[3V^$#DC0^V2ILA0:5-_%?>)3L\9L-IVG#*39:V=7PM%J4*,_6%7>#>&T(:?O&OO"V<=/OTVO+O\Q_7SY\4I, MK]Z*\^G-Y8WX^%Y:1[NH?NR:GXTYJP].*= M*50Q)' $(3M)3UM)ST_OI?A6Y1/Q]"03I\>G3^^A][33_"G3>[I/<[>01O]; M4G!DXL(:;TM=R!@KIA#73GEE0GQAY^*]-M+D6I;B!B\5 C-X\<_IS >'T/K7 MF(FB ,_&!:!T>^EKF:LW!S7QW4=]H![K*L>IJTVP>':U=5&:=_.YXF045_9653/EQ,G3Z%=Q M&)9*_/3#B]/3XU>;=9^! _SRY-633'S5-;:\,\HMUN):NH"_O/AP/=CK@5\B"@5;U4I5](I4>I*T[IZ0T5 "[E9D?<4 MJAOG&VE"7%*7D@,FWYB@+]C&,IUH5I/3,3G):)( M&M,@$9P"M4!TRZ: U$0.P05 A ;6\7//#Z)VFMY:_M"+$!)EA/G0:E4MS;HS MV=R6J"?:++9H3<0G-5=.F9SDB9Q&25!%42S,H7XRQIV$TE D[Y !WO'-S.M" M2Z?)27MDX*V'&F2W#? PS3TFVE;++Q&#<)H3)#<_"5G9AC!IGY4[A1M#,J2] M]-!NG8@OIE0>W[#5K;17PEB(F G$5-S_* GV&J83X;[=B$2XJL+RFV#S;V#N MJ%C0+]$KL:?08!J8^!#[ M,J%DOL1.-@N[#+D7<9QD&H,KP"YT\:&U63\.M?<-B8-P1*/F _X@,KJJ% (Q M*"#BP')#:5BE#DLS009@H7Z&.C^S=#,J-EF$?FO4'H:9F##DK50H+"H<2;\5T*RS^=CPYIO].2&UQ*\M&]:+IL,WZD;V;4@+BT94,#5G, M6K9UW'?^_VKL\[]B[&T[;AG_?,SX) *JE%THPAITO6&YQ\\;^!YQ8(+:A+4+ M!:.C,"77]-SRO_G@\.3X^$=A5P1!LS6O^"VQ2IY^$OV$#A$#1N)$;P CI45A M=WV^>[.<\2%"S<:D+KUEQO'.*B+4WLC%)_ M;]J1H^[*JW T27H*AK!$4< G2YL*LOE>_S48LW8[KNG"*1Y5]H;<6XVZ:XJ9 MA-##[BOE76_!H&$EIBN(@]2)B='U,>LAT9]D5;^Z%A\^7(B52A%B#;;U=.&H M&;,CM\9@$F7N>,D:1KG354S=Y[_\V!+I9W?;9,RW0GBZR;)L %O4V;9P \@- MSG(NY\/&D4(KP7RE,&.!4V+>5G8 $08;1_,B H#$D:Y@0:ZD+^3WB'VR+\9* MH\/ZCJ9:S]?<%5#O+L%&W:FJYNYDTWF,\G%-J7H\H.8\I(CHYR.=X^#U=A%+ M=MU$K'(Y#8D+M87M9(637U_Y,4MSQ"J"4G6K;>,[=R426S/9#AF%= CK#K7W M=T./&FXV@TW?QZE$,."GM/(4%MO!F)8SCE!D0\:@>5]G(WAIP8V=ZU+6%/P:$CKSL MSR#JCKHOWW=9(G\QC('+?@QD.Q5C@"LPS(XI*'"0AJTV>%PM-96OK0 9]O!$ MZA[[YRM(PW9JF.[U,KIA9( D]%-KAB]T)6$:W]&HL M:V:-QR#E8ZC*^5SJW9CG0D@>4RXT6XT=#VH]&Q 1 &7>L+9VCI#HY?*69(_N^E)+%/X"J\Z$8[@U08 * MF4YIHCLD7!VXF=.(.?6PFW>LW![C5'R0%@^J:(BU\^RQBF81)S#DE)Q*12O^ M7FT":_.^<<0JV^Z.ADT%%5)MFCB9IP2F\N*M,:ID^5OOB MNG>6TVO<^GG2+4MF&O$0]_X$&()V6(7(<\> MA*^DH>A"Q/;5[\5_OX\;\>56>!#"^C@];--D.\$O5/:0'(,#I$&S- ,'J!\% M12DF3Y9*8B Z?3[:,J6Q@@%O9#A^,A"#>Y:NT>42R$9Q!2@Z$C\Z%,]IHX'[, M[$;.-K,F'I'Y!N"6&,; \+$KO:4I79,G;ZF(9H2@2K,8AW=# QY&B(S;9-GI M,:.Q!9T%%,! %)N0I2H+:B)(:HX053RAY\-UM!(P5-,M%4D>Z\[.R-0Y_\5Q MYWPL);_7=K71-)>U#A!G+ HFXJ+!(&-".F-.IV5A90>:Q1A0F[Q]T(G<$)Z^ M^NSD+2QY$V!Z#H,_)(A\E28UC &3U[SK"^ENDNATU00>W[E3R-JN.X?RE'U. M%H.FO3=)QW$#L G/[:PJ<@@^CJU1Q$&)#(P\=.+1@1-SC5*Y$3:,R7F]:T9Q-Y=-'>\P(ZF'#4;&,B MA2V%00MW\>7F\EJ8ADVWE#3/P[;IW*0]S!\_H(E1O'U5L*\&GF-=X]5.I2>A M9$D7R^O[STN_3&XFZ#H+QDYJ^\E>O3-4@MQ!-=HZK"UT$=&"!1N=;8"'H?'_ M)7NLH;G41=2-!\C,9=].UI8Q) %ZV[=>Y^P7;_NF_RW?1ALX/ZZGZO]([C1 M^U VJ\S3Q!\K8N^J9M[= ?O-'3!;",:F!71=XB,N(E.YK4(THFN-,PN(T?Q- M7N6QBS@U\509]@+EFF;XS3"![YB&-O/.%\/S'5] ^^Z$YK?I]+H]FH%AXP3# M\1<]EK?8(DMIVN:&X,1'V/!Q&J+IT MU[;HKG"X*6 <=W&V/)O-;JWW2]=IO$''IOE\6(T?1 #+K?_YS]!U!+ M P04 " !/@%98PF+M_QX: "R40 & 'AL+W=O]$Q212N2[-BYJQRG#]?FJCCIJ:FM_0"1D(0) M1:@)TH[ZK]]W 00E2G%ZLK5?$DLB@8=W_MY!/K]U]1>_-*917U=EY5\<+9MF M_?3A0Y\OS4K[D5N;"GZ9NWJE&_A8+Q[Z=6UT03>MRH?3\?CLX4K;ZNCE<_KN M0_WRN6N;TE;F0ZU\NUKI>O/*E.[VQ='D*'SQT2Z6#7[Q\.7SM5Z8:]-\7G^H MX=/#N$IA5Z;RUE6J-O,71Q>3IZ].\7JZX'=K;GWRM\*3S)S[@A^NBA='8R3( ME"9O< 4-_]V82U.6N!"0\8>L>12WQ!O3O\/JO]#9X2PS[YK+V*UY[NF?MR52]=56S].KGJC!%?X&'0&BD=AJH?34]N.)KDX_4 MR213T_'TY,!Z)_'T)[3>R9[U+O+FCU_U!6/VIM]=D; MY>;J9]]8L K@V*6I&S!_I5?(3*]LE9CY'$P0>-TNC+MUJK:O- MW__V>#HY?^;5W%:ZRJTNE6]@-;!W6$%7!5A\"9\+55B?E\ZWP$^U H-0,Z., M[%VHV0:LH0+W@3=F<-,?K:UQKSP0Y<'?K-$#>-4XO'FE"P-6UBSA:K\&TO#[ M&UVVL &0F[NJL'+]4CZB_(=YWG;8T7[S^?]0HXT=B\+75= M;H"J^1P_-*@PN(&S)=U4Z0;6*M5"HU(5(/QZHQ;@Q?FR?*G+TL !/$H2[L?] MY[5;J1L'NH.'V) .#BRWKFUN@&IP[7 )G*/*34:KWFK\1GW^4H. 363EE:^U M*8]_TQ 3U3]U#;IF/6X(6F!@^T;AJ7VF%J6;(6O:]1K.!C3"8L#WNN739\AV M4!^4\PRBI-)J[1I@(?+3P&]N97-5@*8!L60_M0%**0@B+2NCV19 :7.WFH'^ MK4WMK<40BA:4B M91UK29&3!5D&GC4+]0XUZ"X2)1)FQL@!]48TLS5BL196RY$VU*<:]@+&P@): MMJ0=E[I:(+$ +;X ENFL>*2NVQPLUM9YNV)!>P5*;VI:!YP5@!FPQ[;JC%JH MWC8?W86+J-U97Y>;I8.U; 5LNB%UC.P!A[ M%+S/%J!%"EGA*CTK\0S*:&!<=[P>#T?JG;F!M9< L#P0!@)J$R5 *:)=PX[> M+BH+!JZK!AA$]CG$W'CPD;I OI 3)"X,73U#1M#&'8?7SI/(V6BB,@* K35[ MGBTW49L;ZT-DV&8_^FR0F*LEDB$5R&I'GVZ7%GA#%J7S1D(%NB9T"T;6BQN M$H-)2 0!A>PXHBPX4 _>8O9OB40>M?6 \^3@FJ6*,@=3=3= YI"9"0[I!U5" M)[ [A;W^4O.VP?A0H1%IOU1SP.VD+@"7@6GL)'-=UQOD(R^ 7!ZT<':-?HO: M9FGK@A1K(](!DFJWT279'K$J4 H<024F\_<:= T]4+N2\[ ;SX39.3"A#@Z/ MW)!G%6BK8&9X"VZ)X2T3^=E:CE$8H!= -AL0W#<<%C,1 D,:M'>=(^Q@.))H M:Y8NWN, '''E"B03S,[>:$Q->)_>9<*+1G_M[PIIAZEQ/_A%\DBQ1720=P/ M7-%B"69=6E@'?X%S- QZUFT-7MG# N2*-'KOMA;1-,O: !3C] #L%9T(NW]7 MF4WPXO.V*K;\)2::Z*4]DS5X#K#/F:Z^ )O()02_[=EJ,\)L@-> I>BFS-?< M& [R2&1ZG9NAJ%L)K M"\"S*F8Z_\)'[WZN#3 $;'>#1Z'-P:"*EG/L HP@1R\O_D]V!' (EAAN\MMW MB:>%$XFND+=-]$//P2[9 2=[@9&,U(>P)GQ380T \GNXH4"G[>H%@)",_-WA^;0E8HYB=$C>>"$![ (5-F0"2!II511)1KX:O57B M 8C'T7&*-FK?SYQ2#'"[!/R5NS*42^"(A0%L#\QP[:R9M^5!8@')(BX@[U0" M9B%Y:<'IB"X%'P3%04?+1PS@ UTSP",\8-_<@E=&-(G\BT=L$8?^&1)+/.,Q M91X,<3*150=NM*K:U0PHPRBG<^9=ZLIW362-$=RUGE87V+7AN%&8&7R(5T+6 M4U,F)>$'U +.2A2[66D7[*'[=I$%]A0V1!S\0L"I8.Y-3$$B8";L>[MTY1:G M;L&[4N"8*TQLT1?MAM5.9B1R6'@3X E 8%$ ^#WC !O4%A"*!Y4W!.*BM0+1 MY-VV]18P-9R)K8/RV$-Z"8"O4:]A!1).*.^P(]KZ=IH- _.#:G^+4&05UL3 M%; C.#*RNX(1-IXUR6;FK@X9-:73X( 3&L&H@+H<#(\K#^A[D)K%$ MD%S-L#/@[L)@E"1C& ZJX0($W?MY#10:(X\94(9),C=J+'B'<@%E/KRHH![ )%D/D&P#%(:, :BX&:*Z@?@I&L6!O9=Y!=6! MG(KD'*GEK&,G7I%1BT"+4+A;0W;=<(AR9=A,8 ;> 9RI?$#;[,P"L*U'ZG=; M8UC#>D29W,UU$TS*)+_<4U#((^?1:3:6]] !_H+#-U]WCO%7N/MI8//O7*)/ M:U= 00W+&P++MY@DBOR8A:9.6"IIUW<)$7P7RGTX-CLLA )_,>C[I:Y#(GJW M8R58\4O7,=:X^8X9'YF)J: MCA@_.P@UK,N=+^K;2N$,AQ4'5UA2% P492I\AQ5K"1AO- ]C91%*;:%E6A1LIKJ+N=C/T\V,1\4TM89HV&.HB;/KL=D,V8#UA3\'!B-&P M,USC4_.9NL>":I6@NP0IH>*'G]9V> M'9-@:7%%8(_+G8R1C"=CU/$T":=>T![",RE8)K@K]71;N#IDHTFOB\H;?=ER MAAU)8P?6KO>XL"[\#PF!Z*>ZM"'[F)GF%CL/Z-?[15=_=LFPK7N<&W@,X1LM]'5U"1NJ]'/J='/I7./2'[M94D*V75&7> M A[%^K=40RA4]Q,^$>9 :S0L/8KA Q0Y5%40Z*8E-"ZRDXCUVC:Z9'2-&KI" MKO_):$-3B0S+L2@GVTC7(O@0H3*"DZZAD0TJU[XNQTA=V+?[>AU(T5_>3PQ)*,LRD(^0O-@Q!40^HR MD SX0&5OSO23Y6Y=6Q9;?3/0-'&_I&QHD8C-@I_8V5XTCK@86T!#\'@/1P\4 M9?;780ZS/%:P(=DU)<$;+.OAA;%3M+]?WRGE:X.E5BF8=8V=;VQN/6D@];@E M=* >^D%%S&(N,\#8VJ2J?8-B<8TNM[DM519L22VH:")$4XT2J )E!PTKD\[% MD&%@\>K>9#R:CC-U[\GH\1F=$;\9G\:ZS<9H0+!E-'3\4^D_[JJVE7&X77+=K)^ MF@HX@HF83(\99K75+0U(,^ D,C>)A;Q 6'PA4D*]1%L[(&VZ6NZ/2\#)U*"I%36TK87JO--.-[D42 M=C>,/9,XI)FL<0L?J$Q5!#*6\\^&@%Q9#,^#.(^S*DR[]3L8 [312B>W1AAP$I3%D8H"> M+ TF1:GMV2QA L]00:IA;VR!:84H'",XM:A=NT;[V>);=P./ FSG3;P5IWAL M,3X6BG3:RIL[[$Q)_8T;CMA97_ PEG_*S9,F6D H>@.GBQJBY[.D7D0M8VJ< MLMQ)FT,G2&Y\IA;&E6Y!HV&H2O!QO=QX'A6+DR+^&2_/1L.34I)3PKF;S3/. M?CT>?"7T;0GZ64R2N]% F\S>%.#\2[=F'NWMU*N7 S-&+E3> > M"09+A7WKE3YJNVI+Z5"%P[&'!AFUH8!/Q0O4)T+=G<[AZ;&$7]- 9IT*,3$X MDL'2E6FP'N@0;%D9+5Y3E:-*1[W$I4IA]+69->K*^Y:" =OZ>\I0I&H5QFYV M,4.2?Q(GJ/O:E7SA'/B\ W$L?6&A*7JD,1\P896!JAM!8J2+ MPJ3!/<<)")0]$R+(\0_@P"['Z$/ -['7B;WWQ/(.\D,-.-I'HY/S1S\I;RK+ MV9_AP0K8]9RV/]][P8,/JFNT3H[JJZ6]GUD#QX;1X7)2OE*?P;T[56&#XG<>TLQ#521322 M;C"F 02&DTO"V0\T-934\OV!H::+84GOZ_ GTT<0NRT3$":+DD$>3-[ZK=-V M!B[8ZIKR>\ __2;.O9/125\=S[HO^LJ6)26^K=F)P8)03'$&FE22R85YE*4N M",9MC%3E:*(JL=XX-/6&'/XK5[4^,%4<94BF]N=2/XB'X&&W>#@9GX\>1RZ" M6#DLS8A*811@;0";E@9%HB'B=!9=&PNF'Q!=@"-_!3&Y"L?M+90FCOO.VOD! MW:,EU$3UYE- L;'[/G77@9C@;B34LHA>U8>@NTXN1,>3;$OXJ&CM-GSGI M'0S<:FTH/ZEDZ@E7:C1-_)>A (SQ>1]A'3XD,0I]=8VC!U(P0A*WAO9"[UIW M=82DET4>9"U165JV\/.\M#EIQ(IT,B95,Z=K2K19AR 4C^ZHBS_.GG=U<7HR M.OTKJLC7(9-C:X?F2$5\HJ5QJ%?4]?J6QHS0$:J+K@ ZDB!]P#-&!WL:'.Q% MKN("8>02YT-M0\]V$#Y)IDGCV#:MG51?]Q8Z8R4@<>_G8??KQN5?$,4 !/T' MS08WFR%W#_LN-'7AJ$B%4VWIL>09JHXT2E(N$$71*GVJ=V]-;4CJT7H^!_A M/8[NJ1 9@I1L&1!&5,N>M@P^>07KWAI"]"D_?T1!ZB+/ZQ;N>Y,T$H=:TUJN MZXU[U>F#,]L30MUPQ-:8/1GL5^D!=0-''2WI'LFX<#\3T0-UW0YT/1WPL,2' M^S3#X%H/5_H',I"H0KIR<9-,G M3]1DFIT^F2;3>+['B7AU-CV'B[.SQZ=B:9/L='R._SZ:JD]4>1WB\3TU/<] M;DC8D^QL/,;N.-:TZH$>K>T]@E%;_V7[61%1MVZ!.W;G;248@+I,AZNKTO;I M!C1I#A"[OJC4B?[&MK \P?9M/-#;-I;H_.?OI 3NR_T+G5X3QCVM^#HZO>?33@SL1 M//TA!%\O#?BB0,S]S]@')%N MIN/\IP?9X0.=W>U 4SQ0JOIQ1$8*733KA+.R4D&(OTN36(J+WH?I'TPQRG0F MB=M7R;-Z_/S><,DK@AVI0]#0)EAS,5P/),_95@NJ! FX%D/!&:AC@T\\EM8O M32$%3^EL@5>I<9 [-1T!U9_(.PVV4;F.FS[_LSG04.W5V'FHA'UY[WF=?<_: MRO-F,IX80I34T_%&].@T@BW-<"R\0YQ;NQI!Z;YZZT!8[.)*F&P(M1RIR?+Z M5.>CJ_8_94S%ZDZ(I!>AN"LE =H,CG.+ S58YMAI21QB2>P#F(J? <7K:YZ" M ,\"_A U(=9=B%E20Y+Y=D=5LR$V<8E4^O5QRL3Q! Y",)JTX2>V)8'F8>AN M[+>CAB9OORWF_A"JK9(X0:TC)IWZO%BI"COY<'X(]D-/?-%#U=C!*$1WAF@A MAE@:2R%'5-HOAIY9U3SQ0,,Q0_(Q.,L;Q #6B@>F=$(A$\ M.(F&'LU([D.)5-Y(^;**CD@7*UM93^'WQH3+_$X_LY^6W!W>-32F1VBQD 4\3'D#=%O&0X_LF=$V ^Y, W'L.:[ ^\PZ;&#PV2@70"-.V M?XCG$_K0EQ&%7#;]%JY.9L$3&-^Y]3@\*LMCTR8,W\V'T]R1^B?JY]!R//)P M8WKK]NG?3>?E88:L-UJ!A8A]G$!5\$EJ%,ING/MD)&+V M@$(Z.@R<:1>B7S M1%RL3IZB& QYWW&&PA82F[V\'R$Z'WF! YPB"SW2)+\R0R,K0TF7P*4 M7MM': 2@N+%KY&OR.H04;'F.;A0+3[S/ 0=[A!LY:9(9/[K)RTW)VTY$ M2R6SC#6A4'DRU5+38[SIRV;X]1QIVA46#J%''H;NQ@9;SPK$_<%X?3(E+/U# M^+KH'@?M:O.D.$ #.%L.7C.SL!6U_WC^-H:QR:,TC+,51IDQ" M1Q<<][U1)KS8AX:WPCQ>[&-2E(=?4/.PLQ?&=:B2)#E'?TCX'^DK<%#_PRG% MA[ R=7CG0.*R^]J);,]+)VC8'&?LZ)TI8$B1Z=\RI"?1D'J!7VSH_/2 #74W M'+"=ON\.2"95: HXW?@L5JJ;Y %R ;_D8*N<*G?\M@MDLUXLL'[8A*%P@:<^ MG8GHV657;4PS*:K[WL%L>%@@ZM@W-5WF,TU?W:.N,\V["B[UZW5/R^F%(SW% M_[_0WH'7./W_Z'"*_+O'JPE%2DK&F3*Y1SG)G/P '!9)AG^)MM)ZGJD"U17, MPD,&PO=V]R:W-H965T> DHJ"2R.4),W7T^ B/+_L.7MO\"3X MUAR-R46R4NJ[FURGTZ#K"/&<)]8A,+R>^9SGN0,"C1\-9G#8TCD>C_?H7WSL MB&7%#)^K_)M(;38-1@&E?,VJW"[4]BMOXND[O$3EQC]I6]OVA@$EE;&J:)S! MH!"R?K.71HH<8@\[WHCS_(SLVPVT6I+VED#S0U\J-X;Y(1TA_)@ M-;X*^-G9XNKIZO;QBKXL[FYH?G>[7%S,EP_T[7KYE>:/#\N[FZO%PZ1CL95S MZ"0-[&4-&[T!&T9THZ3-#%W)E*>O 3K@>" :[8E>1N\B?N9)F^*P15$WBM_! MBP^!QQXO?BMP_LQEQ6FM54%S<-5($(AO,YI[V;FF/R]6QJ__=4J!&K]W&M\5 MT[DI6<*G :K%D67.MX8)8 M_==*)QFZAMYC.&X9NB>IPY(+$"@)-T;(#:U9(G(!*J[;P$X>!_#QPR@*AY_@ MP'4">=$X74Q/P,5R3. 82?A?%(XC3#I"DJZ U25M2B,'0O_1V,!!K# M2YO06[WWCC-MB+MN0:AU7JR@V;[>_3/R)#' HHOED$)'!]5022J< 8X*68AP M/%V$J5(?-(;^,I,)I%KE8L-J00S>9BUJ%(0)TU_]#8X/L4AE$04R1["\34ML MN%8YKC=G:-DJYY0*PS8;S8'-S4EUK++(;?TZZY#/^W2RNY*?TQ]0I6ZA_Q:E MUL3I0;]=N[A59:"0^9WN1+Y'/*-!.&Z%H]"-!L-6Y$?Q>-CJAS'='I58XQ!W M6^-^3*.X%?;&U(/O>/C*;E^*C?U@T!H/!S0"8&] _5YK%/5H>2JX,QJ&PU88 M=C$:Q4/O=D;];MCJQSTZU10[1_<:^O'&W]XNL2IIZRONL'KX0;BH[\6?YO7? MQ0W3&X%#SOD:KMWVL!_436D_L:KTM^1*631_/W1ERK4SP/>U4G8_<1L&ULU5EK;]LV%_XKA)=M'>#Y(L=VTEP )\XV VV3Q>GVX<4^ MT!)ML95$E:3B^M_O.:0M7R*GJ;<">X&FHGAY>&[/X:%\/E?ZHXF%L.QSFF3F MHA9;F[]N-DT8BY2;ALI%AI&ITBFW>-6SILFUX)%;E";-H-7J-5,NL]KEN>N[ MTY?GJK")S,2=9J9(4ZX75R)1\XM:N[;JN)>SV%)'\_(\YS,Q%O9]?J?QUBQ1 M(IF*S$B5,2VF%[5!^_75, MC^):) D!08Q/2\Q:N24MW&ROT']QND.7"3?B6B5_RLC&%[63&HO$E!>)O5?S MW\12GR[AA2HQ[G\V]W.[K1H+"V-5NEP,"5*9^2?_O+3#QH*3?0N"Y8+ R>TW M67YUK-F:;90*.&4]6MAG R(Z>,K<:HQ#I[.;C^_?UH/'H8W;X;L\&[ M(1N._K@9/XP>WM_?C,^;%EO0Q&:XA+OR<,$>N'; WJK,QH;=9)&(M@&:D*T4 M,%@)>!4\BS@488-UVG46M(+.,WB=4N&.P^OLP;LJ#'J,8=@GCTVN0\%!J4>13H1F M2W?5F8T%&3KGV8)QV)C>;W.A8?9LMAXA&"TB%@IMD4@HT#$G<4NT6O $F\O, M"EC3&C;5*F7WR^Z!,4A=OZDD J*ILS=W]3UC;#2B802PN![KBV$,TX$++ #=YFBW+\%?CH$LZC2!9U]L-W)T'0 M.L-$UVJ?_<3R0IN"9Y99Q3CE#YE)FDX#88S\XJ -3]"8:2&0 "U#\F4\S[7Z M+)&( ,U.&ZT 9DH2,GVHTA2/ DA>LJ-^][31*\=AT9";N(Y&F!2D+$-L9X;[ MS!@JLUQGBLD'2$^R^=R#/,UR#/\<)LK0.AY]P )9=@K\N9:Q5) M878 @GH? #R*W#Z0KQ)+ 4PCY7Y0+O_+S'BER*(P'8ZGR,4S)"4W56DPYPC: M@A(BAK4J9C%<'Z[S#T6:@T,S)B/17RP29Q)A0F2(.ILHC:<+9(+2U5PBP[?[ M9P96>U3)(XU $6C(ICQ$8%M$)6P0"A$MB40P0:O3!GLIZ%]!5A>5WB'4R7H. M-3AC0S&Q[" M;=E?;3FV*OP8@Z)@W8_L!D:%L8>-2$8.>LM!(W92F8 .2#-@ M!!PLN98^(6Q*_Y251_WC1O"Z#-&1\#G78D6Y=JOU/=EL'DNXA :4"U<( M,EEL6K+N YX_4O)C>&C4@UO[KW0AN&U)^XW@>[<\++0F13 8%>&*5MN3.^#[ MU6TS\D9;Q45)S4W+O)RH_Q8QO5!K"2AK\# D6Q-!*-C0L96Y)\+.A4".R! R M%*%>@"7UD)RL=A6EC9U0, 7$U>@>@7W \*XNU*NO;?KG_*XS($E&NS6I8^M M"F509G:X/BJT._< LA!]%YYQ/D3 GQGJ MAADVW['14SH<]5N-XU6Z>G&:VD<>*ETVS>_"[ANR!>X*]M2FPQ9&F<1"AJ?6VV-.X-G^'(Q44?=X.8BF]7V1DG(D![)^T*Q[B$!8W$-YXCC:DYJMMD]W)^&UJUOINWV;>\G&^*X2_C9)\W M;Z[]Y;MR=#1R$S:+W[%WR=0S"GK,S&=^J\@C.I PAX4,P3N*OHVKM YY%F6UN"BV:IO#[HX[SBL M?;IY*\6"?^] \C7G4Q8>4'BVJ^N+>F6!P0XO)SNGP;BKTS/UH8'R>]U_6R][R=XF!_QR_GNY_U'C+]0PU)4O$ M%$M;C7ZWQK3_H<"_6)6[C_,399'I73,6'!K1!(Q/E;*K%]J@_+7F\F]02P,$ M% @ 3X!66#)83<\5!0 D L !D !X;"]W;W)K&ULI5;;;ALW$/V5@1H$";"1M!?='%N G+BI@<0Q;*=]*/I [5(6&RZI MD%S+ZM?WD%PILF.K+?HB[7)GSIPS%Y+':VV^VB7GCNYKJ>Q)9^GW23(]UXZ10_-*0 M;>J:FE]$"@\:W% M[.Q">L?]YRWZST$[M,R9Y>^T_$U4;GG2&7>HX@O62'>EU[_P5L_ XY5:VO!+ MZVB;YQTJ&^MTW3J#02U4_&?W;1[V',;]9QRRUB$+O&.@P/(]SFR]7LX_T879-YQP8NS>B35FYIZ4Q5O'H(T .W'<%L2_ T.XCXGI==RM.$ MLGZ6'\#+=X+S@)<_@W=V[TQL!3I7%1)L!+?T^VQNP_H?3VF.B,73B'YLCNR* ME?RD@[FPW-SQSO3E3^FP__8 WV+'MSB$_M\+]#_@Z+.0Q%1%BKG&,$FWS))0 MCD.6\T^E;"I.;LEIH27F6:C;(T*%>#WG9E+47P6.(>L6$P<[D MZ-5X.$SR0?::7HVR?I+EQ3\H34AAI\W!,TN&>0I1HZ)(!N,!??0^@V0X'K>_ MEP9;KW&;Z*(7V,'^!:,7 7R2>(1YJ)L MC$$0H6(]7Y 7-\@FCS]EE"/:.'V\GE*139+))(4(H0U!7](O^G2C'1+R7&3$ M^5[ F?54?^PM+]='3D(;OM-0KC:T9)7?';G/M[
M&;,-4SU=KA_=&HV0UQ. MXEQ5]]Y\R=1&[X.3HZ.36[(/NB\PF-W V5 3Z&IA\;2\X:)2FXY^];A-#X)\ MK=,B,UEFN\8/^]=X=/&9U$NR%PB#.C^[54?7=-1GGSG\

2]4'GN$M/AW=( MN0EO&ZCI;^JOOZ.Q%%L9/!2B[=G KGE"*4+I]HLG=VV(A>.F7A0E*4 ?8F:& M+1&O\-@-C )')2\B>I8TO*>:.":G000=FNB(D_^9(A[F4DF0HI7XHD8&5;1F ML&R:>X_XRD*PX3NVYT3HCC%B3S M!L,[NT[+NA%#0&+>!"D1U1\Y\)"V<*,2_\8A\^L$ED,1Y)$31#2;STGGA_>@ MFX/\Y+CVH?,W5+=S&R@F=ENLPQB3D<_9<2' TN(9A3BV17/.K::I&Q'+I%>A M$Z_B*>I,%R?34;*2Y&"\G]2:V&!3.T(]1;YT91.#X88&'WIB^;K6B"F$"?$G M7=OJA4V."/$SX7UM/9*$ZEM 28'PIJ6+;!$2=.P3V7(2>3\R$%#^;2[&)V@O M8HQ4+'/BUAWKK3"76V2B'0_5 M1),(V&;')&1>WKVGWHT+Y) @;VV37.2I^)'Z-L0>?\8>M?0,HO_*9M?^\R;0 M"C&4$7.-12<7O:#:-,)R@JY9%^QA@*O].<+W)58^T$%I/8YF#:./_;,.YAJ+ M$4L$E#_7NDZ/#9%F4T<_M>KJ\(4E,8'/_LR!+C 1%06Y=',&1M&A3Z8K_U - MR%EM[[<7?-C')T/=<&>L_7?O">TK"[:+.+(D_%@"D"*,TNVD0^W).>=$MB8% M#;I9>_I)A3U*.#[AZH!TR9SWF$"L;><>[CD@<)9FZK4S)]19N5:7MM3'G0Y! MW;XWO@D%>W]C3))N_KJ2=PG(V-]B93 M(/6)-CEOJ7:9-24>:903O42MT]BI=-)'O%?\9ET_ MO_@N9@N55HN=0>ISF7/0,<$V$FE%[8EB@:#:BI=6/P+^.4WWOLKZM ^+23RN MG$AB^@,N(\.%AGG$EO62[)G$):LU3':MR\-(Q.U6Z-F]\*OY.Y+RQ[CJH99'+V M!>>X82U>P+5ED0T@-TOX$+'IIES'.+5UH'QT69YRJH2HOD9V'@T[2G$@L N1 M'X[-Z*F"#26?S\'779DS( BV 8>STG5+V&JIXG2Y*N=4%C@]C X&*?+.< <@[",_2B*! M;VY 1I94FNC*4*XB![<@2\5B4RFM@KL ?H!D'!W\RM)#@0W.!/#2V>I'1!)S MCP"#6=! NCXT>:=(=C@\./HOYA0HC7V]+LBRHOQWZS,?F]2_@&S\WV4A;5;]%J0A M;]?I(I@/KZB@G5_D\"Y!/K!Q*VYX#%=H:!UXE167\6%=N]$1B./+5(U59?]N M3%IC=@7YON4SJZ>6 (FAKL>@AP(Z_,!)G+J?IU7G!'#3.RW501;3EIP10=LX M3V27E=27NYXF.\ND ,ZQ[PY%H]7V="'7H^A:2T*VU/7FY/AHV*'\@^-1JRZS M50?GA6Z)3:-5?^2U^7(GU0EN=-P3;> B8P)ZM28MS*1 MFX3'8?J*X']@U^# MDPO60!JR7'\=^ATN.\.7\+O$X*#7VC[CIZ?#GO'GK-'C*1QHHL.%NF*AVV5U MJ+>D7!3MSS48W1@L)G(QLDK);;-DH<'J"/',#NZ3BM_FF]&';3,803U]3WC7 MP-%T?#^Y=Y]H0IK,KY\*W/WX@6?GRO%%F(^%RN\536TJN:I%7+*%()4$9&.T M#=[A(M??.._R@M_@/;[!$-Q&?=C#S$Y(#8:G>_(B5UV5[*BC"M0XP_%T#B:. J67XH7RQU01)Z[5H]S*;_!P7GW[J )O^J67X*WI)1R M,$YQP( +ICG! ,@(@4_@Z)<,QO"KL[]F:!CGV/2/SJA["I!H;(OVMGP62,?Z MYC4G-PKW*AW0TPRICZ@H0+[+2OTN4< M3]=PN5V&RJ\CQ^"HD(B#RL5$=80ME;&K-BB@QA2DMU+1O\JGS7*"]M=+/?@A MJ/=HBO OPU0G^%SF6S :NXX0)%93GZ=/!>D*#?*\:$6V'Q^^'4KT+#J &GLP M$W>-,7J V#];T=-CZ*(B.J<<@S42J+8'\>3:%+Z<7!$$V7!XXVR96_J:.DR* M@=!Y%Y,8LS&#$9'^N45K*0J(#9^HW&:Q@EDMF=,E#EUL:K8TU85,M1DF5UQE MC%Q::4.*P3[B4[7YZ*B2%&OOV>8C\E4\LLR,(/8>JP)"D!)W)4JU+(0/>]O$ M71ICC5H[' O-M93RYM,A"(29UV07MZQ)[#:;RXJFP_]=% M1C"_@+D9R*!A,*P_?GQ!B+?VZ(LZ#_1,5;R57%I:1UT7"\FN#5O)H<3? =74 MQ\.T#7[5I1(OR'O>.0F.,0[X\!A[G 1CQ]&C4R4T>F;WN$ 47(.06_#4' 0@ MV^! N=OSO#^3RPD+/$8H M =L3]^B)1&D []<&4:X9-0FU=1GKQ[J\\VP+& Z";5)@2Y"\.^ *CX-$MZ'[ MC''.J\Y6WR)>(8M,U(E$"-T%U(49;M+)U1XC[G[G/H?S:%PA F_%H0Z>OK1T MXIQ7%+3+2';[@HYTA]>1?/.\Z)H^!T1NSX6.\<@-$%QZG3'<,!E=+?(1QAE< M1\Q&G?U9]6W0B\+%T>7BQ=?>$#<7)95&9 Y 6FBJ NRD3-]H9))Z V#'N0OE M<>P$<[9X*DL%7H?5RV%WZMIS1@=!R \*<*![5+Q\QHA_XW5.U;;(U+WT0B]P M[+#L&Q[#T)"_-L\W=(/UI62=R*.%R14WN@W9\+8W$=$' 1AD0KJ=9IS?'7Y% M6>>.9N/QND@37=Z0%,T$1&_PT5 *A>ZT6-P43'.) +5<00;4;YA8OKR0 MW2J,]V2H&&\&H^Q4RH8U(TQX, "/SW3?KD2A4ZPZ173&!@2M=_9W]&_UV?^]=FYJ2P)E(NE MCYCJ<7Y%2YM>7A6I2.TT7[UTP>5W0L8V4/W63=(.86]S&0L35CG2OT6TK\#" MM^KRSJ9TZ/[374ZN5F$HRUA=82Z*%8EIX"#U;Q .W M@'LPM6]?&$+$[@Y+ M+MP=QVGB-(M=M_5?\XG^_@RF>M-^X;M7;VM7X\&>B9_!(I M<]$_I,"7#B$-Z%3NY=\3@QL/4L(SB+<;D^ 9M_BMUQ[.Z7P;IC)+D285-$+M M(#J[GRALW$$[OA2:[YR.$ <+3FZ5>K=JXSQ MU3L?Q]OUO/GD>U;XLZ%N+:$!&<[&XE0H]QADF!TW^P3SO\S5QC15G1'5=JD( M"(Q)6:);@?^MT%HC[,:TQ#ZO\LE,L64&@JY*_. \K2DAP3>"'ZQ51M_FQ+"8 M-$2<4S.+*=T"MA2W!2#N22&JU ]4F5HM,#,Z78"@XAW &*Q!PN%6*DNIZ2+M M.>PSC&,A%8!I6 T/<;H28-91$[3H=-=F!7],0:YAQJD$VW!Q!KC6P9&L*,63 MS_'Y,T6#Q5=0L!^E4ZR^2'&[5KP(,0S(^$V47/0#I#^:IBOY$SDPE7#0>/?" M#N=F2I%BU#EKQXQB0PRW-*GE2!.Q)ND/8J-R>&3$)XC\Y-RO4EA+[4T/+85- MG%5%2WK,=]LF26ID%?%D>EFV%K&MUM8SE2ABC:*N$.,H*Z:,M0/?'20:#H3X MB_)HS&J/GJ>=R9?DF@#VA(G)[4]L6S:&B7I<,GS-3$B!"@T?P,2[6J;-/OQ4X^3QP%O'&=$( MG9GM9 "MEBO)['33US=-F%"MKC-3@^4V:)",$;<.@OGYU"1SLV&PK+ *='W: MUR-E/M C!6=^I6A^P&QH8/D'Q$X34UL<)"]D8BXQ2CAV;[_2\3V]?M-&RN.4"RA"" M7SP0*B9L2S5S'>R#&68&-RJ&AV,&$)N F5,S87XPN8%4%[5Z2<#M7/-1N@DR MT=T2.581-8#M GDPIH<%&L06*]R&..OYF"(5:TE5C9T.9&U-QSY?I]V&+B06 M^&9O.K/BWC&F'1+?J,\[G*=K#OX(B;,TEIL5W24&G8#OT M>K=O+VT5>N<%GHHFS39VJEX=LD-:@[A,*L&[SSB4'5.-'6S4FNL&0/;7,6PP M7!Z'>R\FBE.X%QTS.B3",0/9+E13;6%16_:+QL]@?%SA^B.'<3]G7Q]?NN.$ M">-J@<8!/=TQE+6=JRV/UI+"I3-%!A&*]:18,Z4S_#%K&/BH&P8+QDBJJELQ27M6#7(3"KLXS"XGP%4B6R],?6+AV.SG*2U/GKC M#/9BCD!_A.:C%P0;6\.KE@I+!=)JZ3E$W#X) SI((YP0)RK=;XW]TMD7TN!Z MIQIG[-;B>,-;.3Z2SEA,2A-RM& M1\'O:/XDK;^XL38LZL;;L.A]H$,(&+XR:C3G8,^LD(AV7_'Q! YU"XW'6WA] M]F)W/WHU\\-&>>ZV%U"W2I?ZLU.W U)\6XW%?6CR2;;GC1B\$ MW%_#^B6B(IK<]$,2M6%Z\$IC=B'-U]%2K'1!2LV8B<9QG[OW"]]-7&=]S\/H MHQMZU(ZO%%,Y]0^>*]SFOTWGYL]@=#W>Q_ MTAKJ6!*8V!]C3.7L=M^_+IQ>$6.1,]W>E0,,IF:$&DW;_M47-%UC$@2N#N*0 M)^:#\:L)M@,'T=6(/Z\K!@WIG&;&Z BYSFM8WO=\V3!H'>FNA)8&J75?7_=4 M>KL>M-"4$@\<44"4[TK[1N[F/4&:(%(2A;[>CTWU<*B;ZG518Q;T5S>YL]L= MY36#IN :TNJM:BZH 7G"@)CK>CL[@TXI3HI2)R+N$>8[Y]R$0[<81/H"XMS5 MG!QXE$Q6A@X76>#\Z+I=G6DC0NILV2F[SYV3LGDDU\612N M9S^!ZUS=+IX=SP$SKM*E5P+;:&G,XC235HQ5<$YLI!:&DRII8>+2VN)_3+LG M[;?4MKVOWS4N9-OZTRKZBG*9W>(G6T>@ATY)UBS>F,P%51NK3^"Z3)57-K$? M&N#1L#7 CMN:/&=II:5WT^'+99/+7J@P$:1RWD2):O5(#Q]FCFJPS9;L(6?J M]4#VZ.:2=XM'K$E,$T^#&M']V'6J"NY%NX],2RQ?.\=,1B7Y M!1GS&*<03^E@A%'.^!=)0U'+')5+9IN1@CEORY%!>Z6KE-00=:6:\0E;V&>- M.9LBD(,<@6_F5DF,_0RF(TY%'CP8X2>5\*_"MB?K0CEO $X"&LM"]C?E;E=H M3\<8U 1[HRES@Y(P[2T-WH9Q*2FC%!!IBR$)Y#U.R,_!IR:*PG%BV4=L+9$V M@-L6\QS$")Z]QLPDAET16902=F$%,S&C9G#TCGA'O4QCOIO&SZU1*K5&A7F4 M\;+4M63,ME:^N)W.C?5?@I_5DBF32"5VH[I'K3-7E7JJ__$,H^.@,Y^F.6TB M^M$SGVCO >RX-:[3-,[D*?1 _MJ&^PZ/..17PTCK1#]9OCZDKWZJD\!WQX>/ MCA_V?GUT>'S-[T[OGUSKE]L&>W+X\,FC6S+6![@D-S_8X\.3D].;G]C'AZ=/ M+C<'/Y&$F2"U*/XC.HEKA&!D%9SR?__A_@^M>IBG1]$Q7:4?\9U?*A,Y@)'< MV*4GJR]X<+9PS.>"T>_??,5;6^?XP=W>N9O)NYG\)I>* MZ84>Y='A(W@K(NQ,(JUD[F;ZAF=:9^5#DSVTQ?B)#.Z;\P2^/QS#Z8!P#'=. MUYW3=>=T#>8\&.:EWX?3A9"M7H_K,N?<#CPRKQ2VY9*QHO_+3;.3K]E?#W=Q MZ?[W.9YCAYOSOG_]OF<[+HOJ\^=N/ M#T^?)98[1M'I?3@MEG>"L*^"\!PA!,*0#L+P]C#Z,Z[KR,C$.#IC O>UBOZ) M4+JWI<(65XC0T)RNNMX3$1OOU11+OLO-7R4RO4'+P=*1.PS_4KJ7)$2(%%<6 MGT8PE5E3YFFU8*2ZDZ*;;-K%>;7O,'ID%J'F$_L!.GL\5- 9[@@DQHK+>L?( MLP\^=$P@F2[LNCXO3/^-J3/N,9CJ#Y7)ZTV#Q//?1AB>?QTA(J4G' M2AA12?*/W!TN>0K=H&PR5;5(3.#I;GL2D'HX-M*R5.L":^SXBB9'NI;4X'.I M7Q[.1V0:X\:F4>K*86SK,(X$^-]ZRZ&$@8&VNA P8#/V*:*Q7Q#-8-^,#+BS MLADBO<$ J#Q&PF-%U#Y.<5?%DUIJNKV(F1UE(?XG)V(LFGF2S.=+&,4TUL0; MYF*77A6,#$1H$_G3U&[TJIDL4Z<5V#1K*O2I/CD*0"^U/WW,UN\0?M^D)(ZE ME1@5HTG5S"=E2(1X6Q(*'7G,5=XH/0+R7X+#D-GSWT+W+5O+L_AOWE^X+,@P ME,')*4?6,OY,EVR$#AU]?/7A]=G[]]''?YR].WOSVSA0'LS!$^,K MDK)[U2HZ=,QC+K2.C=E!=3OP";(8(C\CTI 1<9G4VFQ1"!X]S,GCH\/'9JJV M[Q8?:M4?JKHU:*[3P\/#HX?7@YYMNRW<]?[-(Z3N M/SP\.;T20FI@,?(N7..J:)UOJWK")^@_7[T]>Q>=O3Y[]_O_#6 9O@5:9NB7 M]KSSZ7?XSM_#.@]@)#<"^MM=GNW7S5=55=VMPPVMP^MXJ2Z[$DY]QO'EBC/N MENFF +!IG5UZG;['\J*[=Q[TEKN=ANZKUR_/_GS]ZL/9V64,W.]!K/;UG?WJ M1/]TNTU'V\/V&W4/ZV>WYM"C2.V_>O[/C]1>#'_:QR!L;^2[!]NV9)I/C.B] M4Y3K2;9$ ]\;],C;>*[Z([H_38ID _]9U,OLE_\/4$L#!!0 ( %" 5EA' M;IVA_B "G@ ? =FEP97(R,#(S,3 M:WAE>#$P-W@R>#(R>#(T+FAT M;>U=ZW/;1I+_?G\%SJ[+2E400^IAR;*3*D5BLJIS9)>D)+>?4D-@2,X:!!@, M0)G[UU\_9@8/ A3ER"8LV[7KF"0>,ST]_?QUS^MI-HM^?#V5(OSQOU[_]]Z> M=Y$$^4S&F1>D4F0R]'*MXHGW1RCU>V]OSUQUGLR7J9I,,V^_OW_H_9&D[]5" M\.^9RB+YHWW.Z^_Y\^OOZ26O1TFX_/%UJ!:>"G]XIL:'!\%A?RS"_>.3PWYX M\O+D4(3]\4D0R-'QTS52\-Y4X@-.C?N]PGKVZ M4V$V/1WT^__SK')E)C]D>R)2D_B4!@R_CA.8GODY2*(D/7W>IS^O\)>]L9BI M:'GZCULUD]J[DG?>=3(3\3]\+6*]IV6JQGRA5O^1IX-]>#E]O./Q',-S(A5+ M.SX>TO##5(U4Y@WZO>/7W^/U#;-J&2L0+?VQ>M,J040Z 9J,DBQ+9CRH^M/X M"Q6'L"JG!R_F:Q[_.>G7M_2C)YZJ#%X6K*?H/E+T6NHL50&RZ$V6!.^]WV*@ M[]F=2$-OY_FN]W;O^N:W_<.]/__\\Q$(OC&I Z"N3+?$9;]?OAM>>\.KX?4O M__*]RZOS'L[D[-?AU<7PPCN[NO"NAS>W9[?P8;\_./3>O+WZQ;L=7O^*UPZO M;B]_'WKOWIQ=X5UXY?7E.5Y[<_OV_'^]WZXN;[VS/\ZN+[SSX?7MY<^7Y_"D M36C[[UQG:KQL8\!/1Z7#1LZY_>?EC0?_NWUK)O(O+YN*S/M=S67J#6.93I9 MO3CH^9[P+F0D@*FD%R3I/$E%II+8V\FFTK-3_\PK37/X[OG)_G[_U2<>P@.W MY'DRFXMXN76Z##XU7=:RUZ[O387V)JF(43@MD]S;V3I)NL8J[T2:J4 !NV1; MI\V6V<7+X'%[(Z&!61J5FO9RD)FIAS+';#$<]^#XE?;.P,8*X6H1\\UDLK%L M3\!LNY7I#"492%RUD-Z[2'R372T,":39.E&V+KA ;FF9>>,DS:;>2$;)7<_S MSL6 M&J1JA'K4.EY)):G*B;JT$VOJO;>$9!R(5%XB?Y+'[+S=^ M[/=$":8&T%N#%/OAV<&SVJJ=[L\_>(.J16VMQSK5D_GGMQ]ILE=B)KUD[)5T MV'?/CT[X-[^&C=FY%;@ 2QNW%[':4Q3_OXHTF'H#GR*\ M7P.+M^>'QZ_NI%9%DF*UB,[ MZD=@PXT48%5=O-A<6VQ+-4Q%"D^#W0KN\RR)C6]]IZ+(6P"=O83]$4MS(J:G MYS)08P5ZDQPAK?G-:C])RJWMJ@Y MFIB#AQ;*P,3*3REXA5<50@WYI%5.=5I8/W3&SVG_8SB/9- #)OWE<\=#[8HO MA@G6VN3?EKBRQ$??EOBI+_&+;TM<7>+O*7"\<6SZ_ICV>LA!=]+K1,&?EICS M!#,+QB:R/"77A4S9XANP=INR6:F<@Y*$\0M*5Y&-[%,&U3["W.&)22HEYA/ M&!\EH'"]$7P)QKEY,N)/2G M3IJUVN#-=#Z+8_G!N]RFN>V[=>',(C#HU%.Q14H4.2%8''"4<(''\$4<2"2G M&I>237#1.(?UH]007!D:_!B8\AYPE/P@@YQL1_KU',7%& 1&)ID_\#WP$I6F M)9C3'25PK MU>6UF D5>7H)'MBLIG/P':-E22#A6GI1PH/& MB)!PEZHX SI*VH-W4P6 88 MB2J/ [%""-P814JCNH%QX73<5TC6VJP*/6JFAI3(\%,8#\YAX) ME&T53U4 \#S1I.9/23+#P%LAP4:>]8M;Q$@G49ZUW_+Y4+#K\9TK",6U(KZD M$YK@P_SW-"VLTXG<&Z52O-^C^.6IB.[$4C][(/+ZL4#+]^B79HOYLR,]3GJ# M_9./07H-R=*<*2=_QV0%FE(%GS]LQYBO ML^O;R_/+=V=7M_=DB;\FJC2 R#>-I1_T/V$P_2MBUV9\WD]+2O!Y=6#.RI^O MDIG_)LU:Z/:YF6[0.^@8!;][_G+P"B%O\(^#^] T7Q5E;E.Q (OWH@>6EPK M;3R?*CGVAARJ 'OW[1B,+YE^8ZL&XF$*,*SN30__5-%_M?KWW_"F"(@SD=Y^NU_U@!+7 U?B^O'.V/%^)XI@'X@CJ<6P:_1; MFQK9D+8O&LN'OY5PGOUR/1S"4V^?1O3W%N.)F\7B=RCVV$E8E1MD%S!4/H;S M*!Q+@3K<$T!8%6>)QT)_#F+B.\CL$VD;:DRL+^54MEFHG@Q^("A+=TK;^2= M3O)11\C6ADC]PHIVK>!4ZI MX0]0;L?@QFH4V^,TF95%.F6$$;)03($U=(O8#V#E(HEWP(>K9"&I2FQP0+[D M08?7Z-S1H M+Y!O+I1@58@$FDO+8)K\-!DX*KQ(!)]MA$3,)Q"=D1\:98M]S M27ZZ06 QO\.+I-(EXAW>HUAFAYFZI]@?Y+7)L:H9R&\%3XR6WCQ5O%TY!6QG MLE_RE!(P\NOE IW)>D[LZ)A'&+ MR#)JPX2*,>'D&R$#Y0$\$=1*29PB ,,@G-(DGZ!=K+V1I6CH*-K=34K+WXW] M.2UQ)Q V3.:9Z9*!DI J<*CB9S4$]/".&M0V 9P8 Z$0Y@$DJ[&W!^TS_&]W M5^[S=;_83+"""IPGF@$E"=!WAJ1GF! 67$T06Y*!? TR'^15)D!:NXI.2*6V^*F MZOPR"K2"BUWQMSK+@A3DZ0+G^5X^-T&J @E>0]*6@.$UOO'=M'KVPSKW/YS>#W\^>WU<+LD8$-; MJU :%]&(J'DJ9\#,VH7 1F#!CU$V<=$%7*\6SLI![LXS1&XF(QC*PB)/>9\M M9"P0=(J/ I.,GXL.D2CO$U++I.(G2<+VUT)$.<'Y*D/T3=0!5;B2<4!(:Q-* MUA:$*X+W<7(7R7""!B#-".6PU*Z>@P"ML*W&H-Z3.]W0+.13[:O!)V:M06][ MC/VJFDX_1B+\)+32!%+>NH+8(F6>_>A])H&S)D7&:1B;V"E'FFZ,K_UB)]PM MUY?0NL%&5&%-4*!SI4*GQ9P)/5J631XNWZFTRC*!BR)[9&WPLKXK6TVT576M ME(=GLK9T1S94[I1UN_]Q=3D-)MDF13IUA;XRG,^DU3^U]-GOF/1I65#B']D- M8?0("X[XCRTY2/N]01O$IIPM,(J9MJJN.T9_VRO"RB!LM])2X6<+2\$(89E1 MWO9)++%,A>M2*RUBG'5C)S$72S)(T%X)@B0-R=*A^*05H$>E?C%XRX5",0D? MAG_E"@0IC6)':.3X9 MQMO?A/&P:8_?M&*%="ZJK2B,!':IB2FYHKCN.MUK^:(+SCA9$"6.]HM62LSS M7)QF*8U7;R0.K-*OB9*U^PYVB;-;8('MGCUTS6[?QG3S!.0"PUI8=:,G0N)! MM@L9FI'\"[T@O.5GH5+O5Y&^!ZGU.]\>FS(\@Y9IE3OM^[.,]ON:L9N-P,'N M#?^!$-,5_-=CENLU(D0_4['>Y[9!#SIF@YK&5ULU-M=4TJ[I_TJ3..QMT/WU MQ?$6N[\>K+=!6S1(T0&P[CBNM%^\S_;\0(XIJ)L #/&6V/.7K5 MH6U!HRK=OKU "@QAGL,K59PGN88'I L52%.LCWT%A,9(9?DNXK8R"@,N M'DO%SD\>+[A17 NK6JM&RR!/*Q5K MT+EL>Y4!*:TFU(.>R$X'I4 P23)"UK;-,V&\S$/PE8O;DO,DI"Q.2O8F5W:#" L\=X I&\IPXMAZ7PV&2<36U#7KPZ"4" IOHL#JJB6/4?8_@H;Q2U9<6;DZ]J@M>.RM4O$)J:"#1U9!1,:/U3L?IQ Z MP4\C&20@?I"LGAE(4P-P2FGCBVW_NK:.X)QEMDA?&P%:L)OQ1.*Q8#"W.F&) MJ1BC3FID%#8RG&5)3A>+\DXMR&5[6N$50/+[3&>4 U7V;6!5&A+F19,4E)18 M)"G%^5?2%"(V\ @8IBZZ2E;3BA3E*UV"(;Y*6\1*Y[$5S-&CUHILE1^.VOCA M9S3^&>392$%JOU=L& [7&-3EHHY"1TP"@A[M#> MCMJM^^Y8:DK1ER6W_-LP+E,J07#>4@THS!A#S&2T2#/V19230D@KLHVMCY*5 MH% [BL<>)_6'R@]*HUBS+IEJ R":QW'OB)VS76,MSV9*:QZ#3TYX) 6.9Y*K MB,,(\$ZJ5]$9PZ^],6PL(W!!FZ)=KN)%$E&/39"8F/& S:RRG)LWKKRGW.81 M2U'N]V"UFOU!)Y)06.5MXR5B&5$M3 MA(*P&ZGN>;=E3#(Y3!0Y,JD>'#]80HR@8UD:2E:,LE3L0ZL5X8K 4U)M6G^B MXD5-QJDF)N/=E N>1&5_(12:PCSXNBE(6W3G+*\^&4/GJ#W6TTVYO&+Q=$=( MD^G5Y!MH8YLUR=YJ /R>9KGEH(]K.CNFW8&;7H'/F,(VHO(3P]/(^-[0U(SX MKJ"-I"[&&Z*,,ME&]BKLCI#F5&2$\L^8FS+L;>HJD6/!(5+8EG+&W@H;.^YI M0+ 4?5MP3DCR4P CX "&B6\%8BX"C*K!9\;$EC=GBD&7M*#L/?)H,RH8M5 9 M!I9'913A7C<*/O"(A@(B*?$B+/,1FA47T[8@+8G!].,\T9Z'!J?\(+#\U;^W MI>RW]/H33Z_;_DV#+S71OB7%5][F:(_ #N.2]$)*U"OJR,@N"XOQBLTC"L'B MQ" &=4&$Y 3^9OU8\SR4D9R0+6BL(=B754L(X]*%'63E?YN$'A6U M"-P,QXE])W^UZ[D-=O6"/XPT'WI0J9<&K4=^2#F4I16P+-T'(\-H&)J^YCEI MR8H&OM=)C/468 _22J^\[0G96JU!S4[:6D4DLSLV5I.:!"UJ,G!5YP?[ \@4 MN_DW1VQS"ST+8'@I,.^&L!(,=OA^"(EPICAOLG,\OY?<;H#=! M9RQ^-S$-6>B[U;O5Z@8BC!?,&H0:G?7HS4#LJ'FDBLUV+Z*9]W"M )F3)6DI M(V8G)+(*'5G.F(O-I:.\#7UCWR4=,5S54E')T%501+?V2-'CZUX&V#.5L!7DR3*&RI,-$/X*FU PME$(F&(WV> MAAXYZI@>:3ZA>XQ9ME1):GAWS? 8^BTSDV0O+IO6^O, MDG1=98FM.K,%).L&26@\0FW4SA/WUY6WLD9%6*NI[W\09F*W9"64*!$FDL.C M?.SYDC(%K2/WZ^N];I;6&=_@ '8+&B AM+)R=: WSZ01)60,%?]>/MEL< X' M0CS8]C883X/#0MUX&_=0S&=OH3&"RX3[A4T.8RG4TU',)'0X]0I7FBTQ2I+W M*XV2FM):+8_!W5 HAPT7>)QR* E34:GA/HS2 ML1DO>CE15GD"M"^Z1I3.Q].ETLG5Z1E@HYFEJIS41DXTK082$9)-,BQ?XF>]F$Q\9%R*G3CEDBC+*9%:H)4Y+2% QH.&]266\7A%LR@KUK M8E\8L)O@:RE^A\XX&@YKM(N3IK_U;GIH_MEI(G6&=JKG!1JEFS[MS?"\"RZL MS\Q25YL%F,=OXL:4I4>"IX]R%SS,:IB88A/GP3(;M DQ4[&Q'E/N'QUN>+SZ MMZSOUY7U77-J3[>SOEUIB7G<,;/F5GSP_BBB ]]Z^CS""K?BCL_0G7'-,U&4 MVS ?*_1*!.;(16":&GJA4<"HGI%$M;))!(84!GLAH<$HN4.K5W-O*_6W,-9Z MZA+_7S>[*(N(_E8F/LCJ&]"%Y!@)!:1DM.I4KPFTU-,@)<^63B9V^#32/W#S M9NX<_!!_K$_W9%BV%9+9ZN([L]32,']I3Q412-@S4S52U;PZ09=D/!$3?!)W:1!1Y> &+I(FO"*M9?/B MD1"H]CUDW-,H3=[#8#5-=#7KCL+ U2SRN_GD!Q1?MH=,S>OP(!<&L%%&ZE M+<6<_P0T#1**8J1R?:BA[&L+P/%4/%H':D#FV\) M$6.D1CE;)46+8VLGWM.=YQ$7A\8-E@#VH7QP>^&F[L*/VN-@B\+H9>>$D7=M M-:'!V5!/E*U76<&*@Z"<.MNC@BHKCIF@)M]J9A"EJ37^ F1?05]/*<)$G:)# MLL_GRZKLY0L$^TW5I-?'MH+W*^ #,G5'H!6L ZG2TK$VQ3DV#P$ST-A:#R@T MRK)Z"@X?3S/V?I7I!.$7H2C J#_+49ICK9/Y(-?FFN)5OL]K4#J ML^*@A$K-#7_5TG6X@-.:4X(J/IEM>M44>TJE%;GH,>)8T=<$YU\7/8Q*'M4Z M^Y#M)M=@@+)OS1$+Q]"$6[XGY%KSYQZCQX[#MI3)I*<4B BX6 R[#@%!1+A0 MNH@0DV-'4M]K#"F#ZT?)20I%A;PQP(D,DR"?6;%E2DS=EN=R#*Q5 ;MP:5W- MU29DM5=^RR=^RR=2/O'@2\TG;JN*=$4,3CFU0] ?CX\MIN]!V2I949_U9K@% M0@?,QSC KAGNV%QM#F]#%)YI$*FBU2BL0Y#<#,\)YRX60D7D(I( +L7^*F%5 MHT7A+C>(=]PVY-KU=KI.,":681\Q[V?@)6 =D'Y7O6'/Y]\&1R=]M*(TVND9 M-2OHG?= A1X=OC1N*W:1RFS'$ASC):(_8PGKIC*RA*=9-J M^/.]2;*PI*32+S15YDF*V@*\VP_+%1+5J,>JKWQ!*B>P#1B$/:&2G-@6"2!Y M2_!'"A*4J?MD?-!!AX[8&A@GE+B"NB#&CK7/M)9;-\+/$)VV-GCT\.-.&BNE M&,1N7'"&!6/&UYIV;$=C#6/]5&I!9*KYJ55M7ZJ:+:HN$;?K2\4?EF"=ES&P>Q?0'*\*LU>X' MR)_)'9_F[MN>.FN0FG@09 FET5H#B;'T>X @VI24*-EX'!NH(L98K*MNH*:, M'*)O.@?/(E>>RM;KT)$8M/5^I5[/'$OL .2\T"*E7,/Z)M6F_ 0KY5,VT-#U M9 8'IIC:$T?!,GOYRN42?&^:W&'/07\5%(VOSF.%,9B4E6228F,4;,8VE6A_ M!::P)5O.DTDJYE/Z1J8IG7%N;>.-CTYRQ33UP^M)/(PC2CI@5Q,>A^U$A[N* MW_E4=D>'V@#0[B!C;HX@HJWOCZ_WQ%2LIL*0&@8."Z\']X.J+,]J UMO!OQM MT (%?*)B J;5J+/S+4V9WYB03 LE[XR A6&P:#R%A1N='7@HT,KH%?,$F.D MN"E#$E=>7"MX>2K[N4/EV+2?AV#5I!TY!\ZMVJ35?:L9J MR^:&M(9Y42D&3^@BID?1U-8>.VX.Z>9>NMCE2H:2W;@4SY@@996)]]3XV>4T M9J9W0D-)JLF<(I#G,<@;ZT37;M<4Q%*J>:]MB'K<5-$F%8PZ:@]; MCUG4TK. \.M*$#Y8K4.!U/J99DWA%4QN:M\<#LY&;;GU#WS&AGY1D1FH#%YDB_::S@"T@ MC*+5F6E"=2$C3DC8QL(310A[4[^(^!BJ\35Z ^Y >"IHJQ@X.Y*Z4#;N0(@& M>Q%;O-DF=#Q@+!M.W?,X=@D3(^8G12@Q)A](S%/X7/]1/7;"T<%4H6A8"+TTDU<+OJDTDF\GUWY+BG)2]+ ]*8JS5>$/ MS]3X\" X[(]%N']\'(JP/SX!23XZ/GK9__/PY;._GTE%L?W),JD! MM6+YY(G4YD4:_M\_+W^ZO/7./E+);77P#1S6?+S$2_C/-9M&/_P]02P,$% @ 4(!6 M6) 2[O".+0 (4L! !\ !V:7!E&5X,3 X>#)X,C)X,C0N M:'1M[7WK<]M&LN_W^U?,=>KD2'5I1J1$6;:SJ5(DQ:NSMJR2F&3W4VH(#,59 M@P"#AR2>O_[V8P88@ !)*9()<[6UZQ5)/&9Z>OKYZYX?)^DT^.G'B9+^3__G MQ__[^K4XC;QLJL)4>+&2J?)%ENCP1OSNJ^2+>/W:7'42S>:QOIFDHK_7/Q"_ M1_$7?2OY]U2G@?K)/N?''_CSCS_02WX<1?[\IQ]]?2NT_[=7>M#O^?L'AP/9 M\_L':D\=#?RW_:.!U]OO'0[>]@__.-A[!??"]7Q3DLX#];=74QV^GB@/HC2-IN]Z>&FJ[M/7,M WX3N:!-PP MCF#*Y@XO"J+XW7=[])_W^,OKL9SJ8/[NOX=ZJA)QH>[$5325X7]W$ADFKQ,5 MZS%?F.C_5?P2^GC'8WP#SPETJ.R8>91G]Q,]TJGH[76/?OP!K[CO]@]G3S^K/3LK>N([G<+;O37F>:62--8>,M-U&GE?Q*\AS/KX3L:^ MV/EN5WQ^?7G]:__@]1]__%$FP]H$\&#.*M[0,OYV?GEV)(L5/'-'*@7 M>MV.D.)4!1+X0PDOBF=1+%,=A6(GG2AAI_Z55YKF\/UW1_W^WOMG'L+ZNXL& M=1)-9S*<;YPNO>>FRU+VVNV(B4S$32Q#E#/S*!,[&R=)VUCE4L:I]C2P2[IQ MVFR8701(G7$4PX,\]7HD$^"96C65H-31B6CG>A9S8'6Z29*:5=W=%(GJ1_65 M]$7]RS/0NK% K66$--*H]^9](H[!-/:!T63(?$>6-EL'$5C;0Q5/41>"SM:W MROGK,I O>K!A,P!I-DZ4C2M!T(&)2@6(A70B1BJ([KI"G,@9D?%_@I@*OP M J1YM]$8G4G?A]M?!VJ%\J1X&REXRB&+;6:R!L(&>) M>F?_>._K9!;(^3L=$GGHIO=EYV$ M+Q5J EE8&QELI'Y9^-'OAUT>WM'Z$JF M,-+4MR\V7F:7O,P?4G_QM_YA=]![V_CS7K?7^-NRQ[[I=?M'S;>ZC_V!ALS# M!L(D('G^]FK_586\[_JS>]$K^U'69ZB2)YI]?:^!?*L+.54B&@O'IS@.+VW?$GN]KM^]\V@GGJNQ_4:EFT3/A=1[X^:_U0" M#0Z_V-&91QSQKEM*VSVD[*NUEJ%TZ>,YM'GI-D'@(? (2-N+;#H"11^-R86O M-2/QEP_LG#P! Z^]3Y]OZB3!'2F^2?XN$;.>F]^VDIM;)V]/P1!%>4NL^C49 M]6M-\).,O8GH=2ANO0;?] :M9)QVB<%+.<=0__??';QY?ZW2-% 4^0?I@/R4 M?"V-O:9^WA"1?LF"8"YN03LTQQKN=!" U8XF/!#1%Z,YF=DSIB]NS&0B8Q@3 M_ 4NY30*S>UW.IV 3=[;$R/,UZ@D$;Z<@^$^3HT'ZM/.#L7=1,,&,#[I5*>I M4A0YFTJ?C7X/J3P&.E/,-59_9CK&-!#YLM?*HZ\/=_3NCM9Z%T=B/0$:!=R1 MS. JXRJX<19Q$\D QC2;@4='UCQ3) MP9O-MA[8X0"7@(,M8S%7\,\8O(/H#M-8B[]IER1N0 7^UI$OX-)DMRO6-IM: M*C!:)X@72;V-ZN9_9)C)>&X5#C!9'&4W$W&J/$4VXS[_K7X#J0*# M)M.;)4\(\L6;*#\+U(M2(@<&A)[TTDP&(K1.3+-R*DMW%IN.9Y[+9@Q6DOZ" MJV+@=(Q<-BHNN 5T# R M$4<^9E'F@XT#'UE?"RR2.V2HL3 D*B\41TQS8)4 M@TIA?;FCR_==K)J6\=#Q*HB #[3F\OA*?(A^4(SQP!W2FC9N!#FE- MU)N6]3@,U;TXWZ1O)F2:2MQK%%5,(]"A8KAZ.7,>\A5&*HF\G)Z)..2(C]6A M-8>024Y@+#K,HBP!\R2^U9[*Q2S>$,@D16,HMU06%$^'! ,Q#HQ8JUMK*5PI M,#&0>8<14)ZY9A(%: A=J32+0SMP#;;,"T,\D"&(Z@N)D7RS-9%\T:"L!+S+ MDKUBK_U $>&:H+,9ZV /P\WO9U&BT=!]%QL6:(07F?C@7G&+-%-HO.79X4=[ MLQ4)"\:M+" OZD6D0>J-,]&"P&A#/HOCD:/":!,>AU#XX> ME\!8_MO@[>&3IT4.!MU!;_#,:1%>PDT8N?6IQI5Z"9FY4$T/L'(?X#[\58.8 M=Q';PZN,9+, I<3*7O?M5TBLU(O..B-FO71FK[O_9F'"YLL6 !HMK,188\]B M+[SI'JTQC!H5#*ST[O4!YM.J3(86(C[@U4^]YD!-$T,;48Q/!QDU@XE&@?:% MG>$F^+TVD_AU&+X>6? S&E:B/_A*#%$WB$HVC:&P2!$ M-L-(Y2A+18"9,\HHO7EAH,JGZS26^%'@3T+CX&910)G:;]'] MJ)_DR(CP 2AKW)V]P8O6WG*M?9R**!9R%-VJ%\';;B?C10R_^JF_]R*15@*G M<=\0/;^M%5]:9-F0IOH6=6_]/&M"R2\RY%DH78LJ> E>/E_P'W+*OI78[$:4^O&DKO_SS'!B(@!F!L$HQ@17$H1 06WQ@T M8=4QB-4L5@EFSPF@08"T#K4CL8\P=PAY$RNJ@!C!95$6$NI4!H%],A=JXUU> M%/H4E$CL;\MP6L?X7,)'5@!W6!O>2E3B1F&)G7QAN+<"<"A6G-B^0T55/-7B M:%SA,7R!Z$.@IQX[Z$.X:)S! E)Q/%SIFQ9H"'T%EE+WRLM2QI;"KPZ>CAD$ MWP,OT7&L;B.LCX%; H.UEIZGP+AL7GO:HT7_FUD6)QF"4Z@*I_RV?,(4XFHJ M1EKDIK"$YVX<"J)@>9M@?PL2QTDV^K=3$L2<[10.=6HH8@>YUN":>Q!\4W+G M/!2!5AF2ALF,S&*Y*$&^FDG$;!+^->T@2R*E\2H2-"QGD"@=2VMD2* @,%^* MBSA#3'6:,L0]D'<=A[F(V>(HU!ZL8 !K'!-F&F55,0;JV>6*L:F>9NL0/;*,A0A72H>"#"!)N&]U/"HH-@?RHFR!*5N)^ 7V8SKB&$[XFE*3Q, M:QY&174:BT=IN0 NAJF *,6% R:RWX4AEA?@I7]F,@;N@YT%DX8]D@I//VZ+0;S!>CT6I@F4&X887TV.GDO@M?^2B<%K'8#*!!2NX M\LC"*)#>EQI L!MUW2L@T8,]-FJ7R\7]\@/V-R,E#S& LE),-J5H]KLUN.@: M8.#3"O8JU+ZA]F%5U0MPG;I'RQ$K76 W2934]D>SZQ]8T(2\V3$%P".%[Y,^ MKF0AD&I#D!W:1C"2+$BI\M84(Y,-0'M'DR92]R@U'CFVCH%<2'C9O9YF4R/E M32%8)/HFY_N(9Z]99U2N0FYXI))QJ0#I005!7JR!]B#/;4E3D:_GIP%I2_E\ M> W0MC;]#7:F*=-SRU]0_SB94R36,^&>GG5K/E?V=,V].2N6K P!0GH^4S;Z M/X.>S6;Y2[754U1;/7WAU/K%4(TES/5FS5?OWW;4[?4?U;_MX+#;/SIX\D*E M0:\[Z*U7__25XKQN3'=3E2;'5\/SD_/+XXMA78>-K9]_3>OP5H!)GI8#>6-N M+)9+]<"BKA=>?6.\)^.\;V/>C1W4GIH*F]Z"36V+W_;>8YM)^&._KFQ\+2(( M^O^W+>>)82QOP6Z)%>(6T>.EI4.;6CH,^D_0TN%-:\_R:4QNUJ]%I>7*:C=J MHX?8G&+G&LUY@[$][> AX:Y*^_.U)[I%L(%?HA@3KR UE F,@K)=.*.AT[JS M)/;B)&ARVYR3GJ)AWO@7/,/VVRHJ5VK&T!7B[]%=+>BF M\)NHNBZ9LB"24BPYL4VL)P\ MGL",=+,YD0<0 J;9#H@YK%MM=2EA>2FQ-HT4. M:EQ7H!@8PU[&>1A,H)O'/(BU8"6 _],\2;6,^2LCH_S>'5RFMF:A6JG2&KLC MM4!$6[;(T8 ()$ 9.54VS5GA&IVX/1$C!-A(8D&-K!RCT$^RF/.T,^Y=/#(Q M(. JC>Z=V.EQ2\LD(RS)CN2/7C;-C%"\E4%&&6>Z!YL?6\27+_PLMMMD\64H MF^"Q> '"Y5# X:\=,0NR1.R,^$V^'ENPBLUS4E-'F TF94D&"E )GLHI-"99 M'4N: #6UAE'AWP:$LTZ'1Z.M\@-L'O="/9TJ7X/4".9X"U[.3QLIV*D$PVH< M 2S$V_?45[2_NYD1@*SYA9X/C&2LU(ZX4[QLREEO'(]=0NYEF; F2D%1Q5] M_=!H*?&M@6G5E$ MB7'*ZR/V8 $J@8M+ %J#]+J)HSML58M81P=&X0A]N TQ#]]_=PA;<>=2D4G> M@[\O1^+_B5,[XEWJ: _?W2$LJJ:OY')Q70)5OW&_X3 +RNOVM *&:3(]EG$F M*-J4[+B\@75_K[]/S+W%E%&/IJN:W ^6A:#QMI/E[LL4,0_ M-) N"&#,_$D4S\3.]?#*_/XS(FQQQX:J M_*Z?KS^92X;J'DR(2^EA]%Q\Y$;6^)3AY4?[ED\F#@^_=.'Q]M8+=-T5V#N? M-6/2/\"3*%*_<_'Y@[GH!&1I"M]?J23*8K2U^(J3\]_.S26?9"K]*'8NH?=\ M&I[:>6P']X#GT,0XR##7EZ=7XOK[[_:/WE\22>E/(NK9_2RP1X?SMY=\N@!^ M<3;\!6CJJWNQ\\_/EC,>J)):3#1O.=$,O09[>Y8(UY?_7#CE9BG:JRU3/1^[ M?FF-ZR^%B6Z]&SRA.)?&"B&+45;N_>*LYG((.V2J^705_93/V/R OW22,UI$W MFQQW;0ZW?<-\8-H_+YM\#F1Q;?[^"6#%7UNOC'6M41LB/]TW!#@?:=IN=Q/45\E])L+9)1 M\S >'AQZZ+Y_'!SGQ6[A?[?=+L#C8W#/])\$%CAX@04NF)2K<($MULLU12O M+\>?SBY.ST[%\<6IN#J['AX/X4-_KW<@/GZ^^""&9U>?\-JSB^'Y;V?B\N/Q M!=Z%5UZ=G^"UU\//)_\0OUZ<#\7Q[\=7\*0/5V=G\-3A=L1D*'FY7JN5'3(# MVJGSJ[[#!O7\;@=-9^JV0? )-T9CE++IN0.??'.R_:J>,FZCG+Q7ADZYUMKT M4]K!A[1R>6H0W9M=H!%#6RS88U$C=804IV!!W&%HQ79=(K>JO41F2Z\=!+9] MDK[.:!IR:\49P!L]8324T\)J=S?R3BOYJ"5DL[RT)/S_C2E:!ZALNOEDU..( M\5*N#"KG"%LK<>PH)[H-V>O=4GLY[)/B1>$M# _%]CB.IJY(IX9?V)&NF(+- MHM2*?4Q=!,K P"[ RZ;<36^?:L#V6[Q&)SD-VK!$'6.Y%*/"5F\W#%+/D9-. M%)(6,55 ?$J9I-P(K"/R'FZ,6@33S\_; <8J[[.6YXJ*9P%($1[J.(I M:GW$;]_:CHO83(A;:#7"&XM9['(/PC$W1D0+CVY-BNQ>,=\[3&AA3NJVZ'GT M- \@64U87=QG^/_M73F<1CL6C@6KB=J3A1%U3 E*9&J 8(]@Z\ 4 MY*N7=A#A+#5G_:<1+ J:I!Z8I_AEOFLZ H5O-%>*"X,BKL5/JK57)'M@WQW# M[P$*2]AOV#X'!=$M2$XN[FKE&EI>3C4"K]JPFMLAHB]+W7Z+GKH.U(/%399. MHI@@]:3Q8G./XXA8;@M7==NKE*%5_*W6LB %>=K >=@"T02IBD[?%:".T_A[ ML>JOW)G9+ *N?%>($SDCBM!*T]/#*&7I=$< 'E-9:5I;YYU-,7&&L@O4A1?K M45XO,W6?CPT'%]><5$S15/&;,W[JV>7B\^^;;4Z^R;#.\.]G5V>_?+XZVRP) MV-!.M*_B'!I'N=U8375BM"47087 UZF%Q<'U5+;&5@YR=T8%2=$(AG)K&POS M/KM5H0Q-12Z89/Q<=(BDNT](+9.*OXDBMK^P7HX:VY6&V#%1!U3A6H4>E::9 M4')B>RQ+[TL8W07*OU&F(INJ^522]^NG?L4R,4"2KXD)[STS:_6ZJR!AFV#X MGZD!*Z;E-ZXFNIND@_A*8F=)HHR3,3:]X\:;KHW'?;CC[Y80JKANL!VU7Q$7 MZ&)IOZC]M(;T:.X:/GQ&@_-%'KXHUGFL[T89-*NP#DA5)U3^C;Y2&+2P59W]F&@0ZC:*F)XT7 M*Y]2"V4*Y7*[( X +T^,7GEC%_MCO]AP@KS9 ,UP9QN'P).Q5/O:&##(W11/Y,0WODL"ST M%9_3 7QVHWCI^%A M_O^FKRV-=*AWW;I@*<)=.KV4Z'#BX-7*.0(7&CBCWG9 M37L#-$MW;1L"-V1G.O*&C3,ZXX$E$@/\+:4MR'==F6TMQ(K87RH<7_"ZVU%G MM+V XO85&JVEEC84S\?>8M9I!;EM#:4#-E3 N>\868&Y01GDPX<^-41[%C\%1."OJ9 M]Q0,@[<4&2A7ON$18]A9"5\SPTC>S!H^7 F>)[K M.VW=ZWS:K8+5$_UJ55 B]KO]#ORSC]?L=P_L <=Z7%H0TY[@!%ZIPRS*$GA M?&O+YG&)0,\G%)MU4%Z*4 \-)7'E2"MMD'*M;3Q6FOL)X ,RV[ZN88=9>SI1 M7A83'*%C4CO8PP#8E[EHBC8\9D]A:\"CYZ6@PY)2 C;^7?1R,T_Y M6LSHCG W\/E\=.JFZ:ZW+6*[E;[X:FE6LZT[5C+"3PRRD((%;I[2K MAU6R@ MFK@5MO$LGS&[( $M,,FD24YDEC0\*J0C=KFQHCD%LF%POI+8\2X&MD[D"%X$ M>V;QD21-L/UGW2-BDZP@X#!<]P'3JE*=:H19^2/LSU1R0MJ)[W>& MVPJQ7HL;O%8ABN!/,@0+@K1LP;XY=-!$#_.F+N9!V"(FWP-3-BYJ4(6[;&]H MNI/I2UT,J'0)3DF81I'00,\QTY*!W\H1) MNE;9C7J)6PYN=6%@3D08Y2)]VL")]MS>)>WXES?(MDQA>E/[9=^)#WS'WEBV MF1-Q(#=S,M? AQ U5("G&YNU=MC%89/EY"RJ\E8=+N &]4MC?]1[RS/FJ-^LUT+ZJ6Y//EC&V*CY2CH_P.-U+?$L MI":U?]T@[SB^NNN/Y JNK+(HLK8HT+;(9M]OH\W^ZXP4P^,L[L>9PIVU(C8U MBLPTOEOJ#.?RI5ZC/C>WCU3N=!)@$A]NADWMWR_E'"U)ZIY^79P>?TIXH@2# M!=4(3JRFTEKZ-4M@ZXU6$F:+-M)!&S?2T$1J[E-E@Q&U_J[UB!E-*5V!!VMW M:S8"VO#&606N6A6R08%:WL"UG"*I5\,T HTWEK=1;'5>&40CK8Z$8284V;+= MMQR?G3LY%I>@%H6=9:I5S>$QRAYHL0#,?\H$"6:[-L:*@S:R8FWK-&?Q<'F+ M#GR,=.3&GHOE#D4 FX(63PVTWNSBM3/[T4HOB>)B&Z=*WL%N1^]6(^O8AH;R M(W."&:^;.7'*D_, 8:6(D.N/$+G2(,3SKL4,<:7>)>X!U- M4L9D73F^G3H%1CN:=WT85;>CNN5]9G'\"=U@<#8&!8UBS&H0V.A@:> ,5T=WD;!+9U4$6&[!/#< M9SK-?"6,RUYZ#]MW'#3&!@_YS>A'C+- 3&4P5C+A:BR$HP)K:'CL6/N9IV4\ M%\@S0(8Z$&U#MJ,C=G[>I>+)#*\UV%PL"LO[Q!?!#HR&9*,D!>&*[^6&O]CA M_":6>$0Z/!L^Q&J6T8-/=O%XJ00HKVZ E909=SX=G=CW/F# E"(YW2UF?ZNC MH&@#GYI+QLJG#A5%SE($\B[IBJ%;Z4O!=DIQVD!(T:Z]8RR@ I,>N#/S.TU-'T9?G-9+1G7TSA=B8EVVE- M+;AG&R>1TQP8_,2Z4$YB',DZBZD,*LEC+!VZ.,I2;G9D*D#=9*5%&\ 6H[H, M$#C:!^D&6Y@:2IC]A)M.G)DN$)V\10U)?,PR!"GAC8W:1U*/'FY=%@$OER)CU,_\)G MKG(MQW9"BC-;RJZ0A>M1P:BDTC P=IP2%&39*%"GFJ& .(Q$@(T[9,)*DVE; MD)9$JQ+)Q$Z.-BB)I[M*9 M:HUI(0+=DC"Y$I51I%$690] M58-4NN D!K:"&/&4GV&J,J^3*K*'CAGMH$K-2ZE8#G5AQ/C[G"1\%%+%I* 3 MF_'M@;&$W6AEWJN"!T4B#Z;_&A_(=_&8*:IC*[A*PZQ?OEH-7$2%U+=7J%>_ M60]:B=JOR[!M&,)_7C8I9GB:-/X!RG:2G]F*#$TIEBQ%:4+JM%S7F]M4C*7 MRD-3(8+Y;1>C=6KJ1BCG6>U"Y9;)K0:[RARKA'[@D<#>GATQ+2Y!';M=#6N&(S'A&61.8N"@"L!3/>T44==MMA5VV:Q,Z M *=5V&%+VOU.?;*^P)IP4W5F:%M2[G9Q"Y=MFX640GW6O03O1*A.0TW]0_AJ MZNB34UMC 8,KF1L3D\S,KYH/4?1&&17 MU&(QJ 5PD/D RIHV0KP ;Z@C H;%%T!YS+B,+*/\1V3KCYHQ+@@$HIS:TB:) M(VQ/GF0FJ%K>O8W]-3"BT%S<:2%^MH9SV2 )ZD\P-1,2L3]WFC6SD4!4WF.Z MK#T(/[3K&"0.)?Q(<4B+C]Z:4V2Y<>2=ZGHOFZ6-/.0X7H,N[^V!D *MKY($ M\96N 5/NF4G]IR@ZD0\8N<[PE56415,JO;NC,8/C=J:J2P7,'.S2#=?4%3-* M3>ZG81%V3"LY]D)4"1(=HJN5VF*/3S*&"WN#O-,=*A)?QF*NX!\''K'P6^Y( M-"#0$$QMEA-C4HL8;38,.RLWBQWXZH7)<=B-;S.8U(J]20?#U H2/#""\7TO MV>R7;#9GL_=?LMD/4M<.EAREC'%,JB*/=4Q]@R*C44=1]&4!C5XG.AL>@\JT ML##7U _CF,/N? XU\PDE//,621TL!D"KG8)7Q5-M-I:\+TK1EO.RI<>!8"H5 M+!>M/TTIJND<6IR>J<$RL\2"*FSY'4>A]NCX:I9C2$04>/%\(8.52STZ M]6&,4:<;VSZ87@RJ(X_K%=H.5;.BL" 3F^:(QC MQ'FEY>(IYV[J JL<9#+9$M?BL)6N!?)=H(L&51_E76**#V\RQC=L.CJ&U@)R M-0V2-H+=&\W]U$SP=QV;IM)N<^&(6'AAG5DRSM#(SJG7R05?C=]3/18 MT^B M LY)DUAS9%;)&X('&!G680'&(6^0)4"DL(HR,5VN5C^S7%5?JJ0J#,HZR19H MBAV80@(J(+45,_D286[ K%!%I)*LIN"E$:,EF(^-T(&(BT:P@TW$'M,,-_A: MRCI@ !&]CR4Z)I>IOW:ONVCUVVDB=<[L5$\*"%0[0V379R=MB(AUF%FJRK- MD'7JN#%FZ1&!BC,'&F >V&1"ZC@/EME G(B9BHVU)=+_32NE_U#>B]^+2,Q+ MZ]J_/(TW[43R'Z/=F1]5@;O-!G5+L1$>Z""/M-4USD:YS8B;D<*=OTZDC?8T MFXN^P0_EP9G%I.Y"$QD8:S4GCO^K:D9*3Z-AG,I[57X#VOH<"Z/ HPKJ.[XV MF+'5S)KC@@1REJ@<.T8Q![AY/;L;?@@?:WQOS79I)52ST0_,K1:[AGZFW,1B M)6)=\G\J.4T^<(I 4>6\X+(6P46NYR[*@(DI@<.(7A7H6T)M50+5'#XN]B3< M0C6G]6T%'^"6Y\E=W\Z&.*"OM M\2B$EE%@4Y?2Z[GX%J8E@!Z/OY;9BLB&ZX75L!PV)C/JY4$L91VB M)M8D)FEF2&[T;1<4(T)<9P&<=J^GV90AG624@H; (_Q48B,1S@#_#:([\:V MWTF6Y[GN8M1:G&S@FHRQ@IRG4>0+@X-P%V?%4'8[!E ;34<.T)5V M!06X:EF/P_\EII8Z((S95'Y1IGZ6J9J4G7OSAMH] 1MWVH""J6M5_:9[:N_ M-3U>[T@(8&MTW$53:>,=_%U@F!-GXKEN(U^?N^,#^VJ &3F,_S@T32<\/7( M G0J9E7EX$B:WAVKDH\&XN'-\,41AG;)L7I1=8\7-'1\@D7A\;-K3F>^>2@ MERSK?UB6]>!;S;*V12N^;:E6%%?6,#.(0NHQN?'J/]"0H+$GN2E< NH6!YH2 M7$=/#4P_MGYD41S'OW4(O#4E,6YKQ')-P#JR* 6T"2.V6"MIFP4 /\I76WNW M=H^G)E[I.E00DF0]S4"$\7& M-'3L'*)#&#A6#'^$'ER2=U5TG/QESDHE%O $)C&W@[#V9I[OKH_, MY7N$V](N<[ER$(Y+IF1"L3&/*X"Q@2$01/JW.BDR)!1K(,DO:E,JD4@H?TK1 M49\WA@R$'WG9U HM4_Z<;WBN<\,B0'!2YC;ZL=C8>=G^XD;UG*$AD(60=S(V M@320&%J59$#U#(<""P&:,/2P*0:%9J:YM-(A05*Y=[@.%N.;>:[^^NR$BA/D MK=0!N5W$1TY4K12P-,( [LH'<KQ#G8OB-4-;&?& MS",FPJ@"? >2UX&;D>/M4O<;[+K88':T\UQJL*J)-ZC);)@S^'&2J(W;$\>( M!EH:EGGXV9RUU71<>6!\"@9C8OK6ZBDV"K#2U8J5&Q4R0)/(5#&\RZ++J:TN MR+QF?(0BW>7JC0 K&,SK.P+Q6!XU=6:J1'%U+%NR>=IYHC)LGE*O:?PIL=KS ME#.;&ZWXKVC1W$JC5$?N.(*1K-. 4Q,.EW88+,&]3P+><+<1(R.<$WO=F"+E MI6RVPK0"*\*8Y2X=R*7174C)XXYM8;,$'^=%G"9<<]V#E0T@*X;Z%1G(C^\A-- M3 $ ED3%;+*A3UB4*+S#.E M!>E\%H&+-9O0-RJ.HS@I>E.L?9QL^<1G9\8D),8!A?:Q"(S'85O/X=[B=V[+ M'FEGXP@R[V8(V]GX+MDD&0H_8A-3QZH6=.XQ+E)X0[@K=&EY%KM-BVF6I"8_ M7P 62D9A7-K_A<]I"A7'A!VZU>K.B"E09YC)BS$=7Q37F^ #TEEENC'3I M2'JW3, 9U[;LZG;6UI^!G1.WY'!'PU;E6(MK3U5[VYN6M&Z+>WK&8I=UYS&% M9J(7.8%&0O4P/8J.ML:8-.K3-#+!_FS*5^S>T?F0I+A2^85ZM>>!VZEIB5%3 M(&ARU=S*U!IYIE9Y3M,$"S=)84Z4@8&/XP!TI^VPZYXS6A=7;FHWWTB(3D$2 MVJDW:":'V[+YVEE]=IUYGDJ2R+2R/4[09MMTM&18L0$EC93PZ*A*;'EWQ!1H@I7JRD,0,GJ(/F*",8S/ MG[&7:U!D?&F+)1U'+G1\P]ZWMO]P_X($".:+"M=2WCD0Q5\OKS M?:#F]MK^WE[?9-_,H00E**9-;^?-$JF\@WHMLVGHV)Y3GL715X*!"3XJ/4_]H=6%?\/*>SM69Y&I%& M4JYRHP2Z0750KIIJ8 T'=AI'ET]B6T1!.V'D'\@3P.7[*.\V;IS6&)?*."N\ M@XT?!&K%-"&I^7?:*H5,SL+10!U+S">&-R! M&]*9PEA(F1-B374F$.W%.XWSI<-ED^ M]BVG@[DP!XK8RA];JQ*!ZAP%*G?\YF;R^Y9NJ MT?QYL;[_K_;^]TH-^S]\_.!S(GM\_4'OJ:."_[1\-O-Y^[W#P MMG_XQ^#HU5\WV0_>=@^/GM%J]ZCEV[,;[0U1OW_^_?SG\Z$X?N0>WNC@:YCL MV&2*N',/X8A\L*1Z!^(C(AF'V+$<+L3@WBT'N18F_@!Q9%GC6232"OXR_XXB M?P[_-TFGP4__'U!+ P04 " !0@%98ET<$DX0" "+"0 %P '9I<&5R M,C R,S$P+6MX97@R,3$N:'1MU991;YLP$,??]RD\IJDOA0!-E@1H7MH^;*JJ MJ9O6Q\G@@YQJ,+*=I.S3SQAHTR9=.ZE:.QZ0X7SGO__Z<3A9ZI(ODB50MGB7 MO'==1 ??L01%+F!# M+D5)JX-#12OE*I"8=Q,5_@*CR_7FAES0;Z2V!]8@R1G%K((&9T:YIR&**ID RD:_1S6BN(AD',4-6<-A%65H5-BOM:J=!: ME&VY> U28T9Y;X[UJ0OW,,_GWM2?MCQK [%FP\(]ZIY%?:39;FPZ\<)Y^&C8 M]X)'8W\J&X;>Q)\]J^S(2NYD&V-43:MCY\AYX%WK;% ;% 1'1@8&:LJ8Z3E1 M6-\0$XVW".*0[QC7>?;OJ;*MYH*6T-)T2U=S2U-OT0ONOOM^WM3^OZPD*H:9 M1E&U/IA6(&0M)&U?W+/B*2)H=EU(L:J8VVO/,H \C_]#5,9[K=KNF>0KE=J, M%#D_/WD.,2_MSJNBM-^?4^!T0R7L4C.R+?0O_BU[?OM;60].#K50V-(:22- MXQIVSA)WWZUMWOY="DV-XRN]F_+$\:._=X>AD3V$_0902P,$% @ 4(!6 M6) SP,/Y @ 0 @ !< !V:7!E&5X,C,Q+FAT;)0BB\?W1OT6'3'QW624:AC,OQ*.97P.-G M+9Y$B$=V;(<#E_7C:'#D8HA]!Z/C*!PXKO/6;A&4PAN,-F6&SUHY%U:*5?YA MW^FX3[?FY)K')AW:W>Z#5ATZ'B52&,JG"-^\-C2WR9C:$%\HC9'Y<$!-"MGY-JQ$I8SK-R^&C-<]3@XS4$,F?B45LSH2V- MBB=-H.8?D%12DKI[W9APB2?C O>F;*>RX;U/>WC'USX>XV_:[0AB?E'W?=OW.)+A!2=H7 M2ZH5F2A0.%6*J,A MKJMGAJ$JF"H?'MB#[HGCM.N":<,U-RF%ZBU&!HP$DR)$4FB9\0:8<,%$Q%E& MENA#54H:F(B!5XLLZ#N%&R4SD%>H;H0W^:N:Y2+*BA@K2,T_$:*@@* . )G M&[XEJ"=0;8AJL9/SZ[]]#IP MT+P%\O?#@_7_Y4;?Z; EQ<9BPE&IAR0SMCW_U/U-U=_;]TY'UUW6VEYE6= M#!5FK-J^MR[ /7!WKW4_0UA(QTQA;D-^<&?NVN8&/ZS_'#X"4$L#!!0 ( M %" 5EC0N#29@ 0 +<. 7 =FEP97(R,#(S,3 M:WAE>#(S,BYH=&WE M5]MNXS80?>]73!TTNP4L6;)\E9T J6.CEVT2V$:#?2HHB;+9E40M23E1O[Y# M2HJ3.&E28-,N4#_8%CESYLP9-CC33O4\[9@@ MTX!'Y>DT8CM@T4F+>20:DU$XH'$0]@;>F+A>X 6$Q-3K]T:.\[O;0EPY"G)WK4ER:0E MJ6!Q92C9GQ0Y(3WS>%-1'B).PC+:I. .>TAZ?KME 4-!/;O[D/'37$,4EXHW M)]M[DNSL\F(UOUC#Y0*6'\_G2UC-+M=KF%W^>G5V\;$-'^PK^R")9TMRO[)$ M;+"X 5>*I[Z'9.ZE_$X/\[2MV($)7+[-K"ENRH\"D+'"C M\$* +%+,H 1!/C]R!,W$'[6K/\ S4E@(I(BPZCX%B;JFQ M_UR0##<-0Z8XG@N^PT%!D>6.RC;$A2H$U>-1$2J&."2+@&4A3Q%.*<&"0I$@ MH: XA%0HPC(0O"2)*M$,%PV&,M"_L9P*F&=4;,HV_)2%-KS7G(Z/1MVN,YGQ M-"=9:9[R2!2F MA?QO4#;D$)1F6)LB3QT64TBPVV!"&$6K6:NH4:KYF N42%N@J\Z+FAE!62/" MWB(6/#4HN6!<-/K5F!)_8_3+0JJ]$(1).,NP3@DLJZ@(L4 PB+*R/#A;+>']@N$ZN^ V>)YG M=8?]WM"M)26?,XIKATL1QG>L:<-QK$O1=@!%>7JT*E_*)[[?=,8JIU0SP9<1%18V" 2DDOJ-W\F$9-Y0DJ?96:;&Z?) MPUZD#YD=[B86DJ3N1Z8/5=/U^3,>VZ.^IX\@A4U.14W@^G2RS>G44='A7']@ M#SWOV6G'=I^=^SM8=VR/1V\$VWL5;,DM<1RC5X=Z:#UJ/JU?5 8;EB6F!:L0^30;[=$)>D_'AFB-YE6+_ M)J[?-\[H^P/ER9?TZRW9P23-E M>_FR\W_0YNDEO?[A:OYA!0M]MCTX3G3W7EAN?^0G'LF!?6OP!02P,$% @ 4(!66 OWB-G< M!P CB< !< !V:7!E&5X,S$Q+FAT;>5:;6_CN!'^WE_! M)NA> MB.93LOMK,!]G:SJ%'@#M@&O7XK*'%DL:%$'4G9\?WZSI"2[<3VQ>FF MEY<&B&V)P^%PYN$S0TJ7FRY-P?7GB![F,M5A< M70HY8U)\/)!B$ U.^^*,GYZ+06_8O^B+&,3Y14]$9U$JSOX5'6!7% ]]K%LH M^'B0RZ*= 8T_&O0ZYZ>E&\^E<-DHZG;_;LF\YY\4/+\L*V M+1B9!D$K?P.T"V:[0DZ&\P+&?_Y^MO-Y.OD\Z>;R<\__3?6_[NR3J:+_[GY@ZWF M3UKLQO"9M.Q+A_W=R01:+ %#%C&7T"(HE%P+73%M!ZD:]0<#G MYES#+5D(#-RHW>MU4.R%YA]U/AQ&9]WQYN>$97P&S,!,PAS9P&7HI$]%47'% MOD&IC6.Z8%^UR5G4;?^-Z93]0Y9@V'4!9KIHL4F1=-B1RX!].+SH];IC U-I MG>&%\S>B\7'G'7NVM].S/W*+_D3GY0MV6^BY C%%V'D'F^!9H=&00B,7XSA< M%HP7"U85SE2 \T!V]D2-+NF21J$J@3@SLFH=;" IIU(*5&!>"%$%- MJ15FZG#9!T,C+(4DQ2V2J!0*(% T1M,/9[T]";<92Y6>VP9%*P9@G&X&N]'* MUAH8;&/,AK7O'0^#G7BXN><\HL_H?&SKB-?YBI:83E-,8<:[=<*X 1] #(B, M%9"C&2!J8B5M1N(DEB.]$,70M9 V4=I6V(^(QV@5(ED:G8# VY8=8> $(!)" M=*[ODHP74V"?<$U_JQ1*1'W>CDZ/X-AWC4Y%N J7DDJ5(B"(]#-:^&O "H$F M6QX;J!DGO3=.BN/0-!^B#24HG7U'.A\,.Z\>0$?\N)G;'S_\?7=%46<0D2.^ M@$5G81!]HG@<82W*80FO[/Y=*)G$@&BI1PKI25<&%2"G8'7GF0JEH/!ZJ+); M<=PZ3QI0W,.OSD\K#+5J#J5&B7R'MEBMI/!;)5O%5@K)C:0)R)!%/7,7I*FR ME-G\:K4^#7I>TQ;0(-PD^4XE1]PGE>)$QS@M;\0J0V*/D&_7RP3\%0,)(F-B M?Q#?P9!O M_QZ\%WMW,QV,3WWORV ?/]F7%OM.,*F4E!(.96%YQ2 +>X *B( M(V1S(QJ4(>XECZ62;D')>MNPM.8\(#W6PG*Y)[I6!/I,O9UQ5 MGMPHZ)"F6 ;*&8;+;BGGEA7)'F0=+K=7>![&V!&)UH8Z,M:5VVW!/NF$+Z6! MBN3T\7T'BYORVZ],")Y >P*]T@#O%XKB]4!Q2;$ARIMHH5UQ71;ZEJV0? *Q M4EF@DZ0RA(FU'+Q%:ZZMP_MT]H:Z;(**?JTPA:/JHQU=4@0W4MX#Z=IPW"R! MW]#37M\?L@2[CH-5&;?+@H7(TB\&$#Z+>'_4#+_ ;?LMJ'IW_T"^]=TN^LX% M\"9V8:?/O OSQVBB@7!K12[$=>LP6O$, >$)E<1&K;HTC6.]ZK2QR^3M;Z#* M/)?. ?P.D\<:RP-J%Q+M\TJ.$&Q(G):(&;^I:FY6"/Q:233?KX:J2/PAP/'[ MWVWM0LHGA>406BT1"+3_I(UL(@$C5R? Y>9C#OR6,EHHCWQ.\X6=/\EKSE.> MA(=ZGQ V_UMH@0OL:&')"CNQ4Y>#V 4!@%5;*Z15BSG55CE&#WWE)U.S\=:3 MI_T9(];.Z7R$C#]^\\B(=R,#4U9JO[H#/Z+9N#ZT63'/YH\<6*S;=#I]TYWMG8[T4:]ULB,.W "D+O]XHO//V[\@9_DLOUR9CSNBGA2C[_.->O!U MS>\KQ*:BAV6]7LN_\/"$>3X!&Z\^SA\.!Y@V_.?#Y^7W/+(GKE]L,=:9@/($ M0= ?X++&?6\F&F\Y D]TSK_B_\_?R%WIY. MWWR)Y,%;7$NOG_AZ;:,RW?+FUUJE^.#EL5);_QQ[%![\S&#C=;(5=?AZL+OJ MPF/DC\IM=GGD#;3Z,[P/=^+?P_L/4$L#!!0 ( %" 5E@.VXG:W < *4G M 7 =FEP97(R,#(S,3 M:WAE>#,Q,BYH=&WE6FUOVS@2_GZ_@I?@N@E@ M.Y;BO-A. W3;%&?<816%D#,F MQ?L]*?JGZ6E\&O>/3[*!B(;GR4D_R+>V4GEQG,I7#Z*^OV_[7G1RXM,EP[7,S@__!G4;"AS\-5UN9+3 MFML.I5MJ,]OO^WYA&NADOI%J,?KB6!5CV$\S9%UWP\H>.Y:7M6C R M"X)6_@YH$YKG+^?!Y#/4HV0)[1:BF(R^^M??)S].KMEQU(O9;9/7=\[-%#?O M=#4:HMHUVU-T-IAG,O[CU9?KR>?)QP_7DY]_^C/6_Z>V3F:+_[GY@WO-GW38 M-1BPG/VSQS[)]*;#4C!D$',Y=^_V3\['.^V*D%AQ(3!EN@HR-XH' 9Z;6PVW M9"DP;J-N'/=0[)FV'_7>[4>G_?'FSPG+^0R8@9F$.9*!RZ5E'\JRYHI]@4H; MQW3)/FM3L*C?_0?3&?M%5F#850EFNNBP29GVV('+@;W;/X_C_MC 5%IG>.G\ MC6A\V'O#GHVW>O9';M&?Z+QBP6Y*/5<@IM )#C;!LT*C(:5&*L9UN"P9+Q>L M+IVI ?>!Y.QY&EW.68%71F)0,I[B+<-T(1US.LAM")20@K7<+$BDX#? *$)+ MG1;O"30&EU2>Y'$-$DBE05)'L1*GHR4" SW/99HS6]./U?PY9E.CA#902*N0 M_:F0S*7+<8.V@M0;2'H1,%(+W.8,IPF6+-;=@,DW?,O)=_QXB #+9(E!H'BN MG-Y!?* X#INU<5EFF)W<2=0CRU35 G5B8-<\W$%02*,6K,*X$*0(:DJM,-.$ MR]Y9&F$I)"GND$2M4 "!HC&:?CGK[4FYS5FF]-RV*%HQ .-T,]B-5G;6P&!; M8S:L?>MX&&S%P_4MYQ%]1F=CVT2\J5>48CK+)%YZMTX8-^ #B &1B0)R- -$ M3:*DS4F-NR PR< $1"B,[5US3G MY138!\SI+[5"B>B8=Z.3 SCT4Z,3$:["I:1.I0P((OV,$G\-6"'09,M#"[7K M9+?6R7 =VN9=M*$$E;-O*.>#8>_% ^B '[9[^_[+WW97%/4&$3GB$UAT%@;1 M%XJ'$=:A&I;RVNX^A8I) HB69J50GG1M4 %RRDQ:SU0H!:770YW=BN/6>=* MXAY^37U:8:C3<"@-2N0[M,5J)84_*=DZL5)(;B1M0(8JZIF[)$VUI.VO!&K"HDS0KU=;Q/PKP1($!D3YX/X!H9\ M%?A.7@Z^^[WSP2:^=^:W#9COSHP[HQTS9"8%@9A;77(J =QB E 31\CF1K0H M0]Q+GD@EW8**]7W+4LYY0'JLA72Y);K6!/I*\[794%6;"K%N?7.1IMH(;X!O M!Z> IP7L.!8T A7E$HE@JQM@C3DG*ZPJ'MAO%]?IR\%UR]M7,ZYJ3VX4=,@R M; /E#,-E[VGGEAW)#F0=+N_O\#R,<2(2K0U]9*)KM]V"7P*]T@)O%XKBY4!Q2;$ARIMHH5-QTQ;ZD7LA^0ABI;9 IVEM M"!-K-?@>K86V#N_3HS?495-4]%N-)1Q5'VR9DB&XD?+N2#>&XV$)_(&>SOK^ M(4NPZS!8E7.[;%B(+'TR@/!5Q/NC8?@%'MMO0#6G^SORG6]VT3M6E:1S[5:>-719O?P-5%H5T#N / MF#S1V![0N)!HGU=R@&!#XK1$S/B;NN8V0^"W6J+Y/AOJ,O4/ 0[?_FEK&U(^ M*&R'T&J)0*#S)QUD4PD8N:8 +@\?<^ W5-%">^1KFF_L_).\]GG*H_#0G!/" MX?\>6N ")UI8LL)6[#3M($Y! U@EEU6)-M76!T4-?^VIG#W?R=7#KCB2#)CI_#FI& M$X0UF"Z:JGAE8=3^,4:^KA1?C&3I5_23QK=W3"B<$>EC-6^0Z!$8AINWDL-A M[ZQ_1B\FG<'_HEVX>6?9\^\LCYS8'!OTCN.3K:/]7K1U[ ^UGO:&P^,G5QOC MH6'X],9&O?/3W8P]\NXUK4"+D$$(.37ZRE:\?+]WO-?*-*PRZC-_WEFN\;RB MS48>FA-77VG6.@T2.VX 4E??GP+]B_A/R&:^_B\S\V%'-)MB]/MLHU-\6?O[ M#(FIZ35:''?\EQ"/V.N_5!.,5!^"1/@Y%]IG<_#&7D+'/RV[IYW#>^[_P]_+[JN_M],V/2^Y\ MW+7T^I'OUM9ZP:T?A*WUB7>^*:NT]>^W1^&%T PVOC);,8?O!ONK*3Q!^JC= MYI0'/DQK?H;/Y([\YWG_!5!+ P04 " !0@%983[VS(J,$ !-&P %P M '9I<&5R,C R,S$P+6MX97@S,C$N:'1M[5EM4^,V$/[>7[$-4PYF$F,[#HF3 MP,PUP#33SG$#::_?.HHM)RJVY)-D(/WU74Q/O?#;]OM>! 1$5&N89(4J)I#(5B? 9?8JK.H-6JN$8B7T@VFVOP M73^ +T*>L7-2TC73*=VO]0QWROOACC4RG(IXL3^,V3FP>*_!W*#C>R0D-$RF M01+$TVZ7N%V?A.T@#,*I]X?70%%D+V647J1TKY$QWII38[\?^$ZWD^O!!8OU MO.^Y[@\-R[H_3 37:$^B?'E9JEE1INFE;I&4S7C?AM0H16MR)%(A^QNN_1L8 M2BLA&4L7_0\3EE$%G^@%G(B,\ ]-1;AJ*2I94C(J]A=%G] ]>WM1NMQ%/2GC MM [!\XW3A[__-/YQ/(&V[WAPT^7ER(F<8?!:Y/T0U2[Y'B'85+Z0\Z/#D\GX M:#SZ.!D??X+C(_A\>#(^/H"3P\_')Y-_$\Z?A=(L690_,1YC='T_L+G^SV,, M[HQQS"$2G--(,\'A@NDYZ#F%CYP7)(43F@NI 2E'0F;@N:V?023P&\NIA$-. MY6S1A#&/'-@R4IL;/=]W!R.1Y80O[)TWV&X"49"P%)?=E?Y3&A62:8:!$![# MX64T)WQ&<0EF&5/*^(+_AC/&]0IS*BG:7392NG9MPY *1%0J!)K&39A(,$QXQ MQ.- M&0L>D5/"J6H=7Z9T 1\C;2B^Z_H&!J*;1@X9F80S+BX0^!G=W.CT!F^B8K>\ M;8M"59M)D:8+K.$L3TTU7568I%\+)JGIULK 4^&XN>'MN@.OO46VRTLAP>ML MQ=M7X%Y7YE555@A[V+]AR^O4^>OV,E0#J*';$Z@"-7;"@2V(*K MG]@RQ&:A"7+&^.N--! F,0\YKA>#>-.029H"BJ%Q7"I(R#$%JERIR=420H4Q MLZH-;LA5I&7"!*XG:U/5J:GZBK.*[C/C$SX*GK)^'I/IGDVA)M.4UM2ID-BK M6NAJ2G)%^_7%(&8J3\FBS[BU:(4&E:ZIT%ID?3,9G)O6$I&T*AY;-"6Y&AK" MT.FZ73,W:!P6=%P;KD8*QXX4.SI>I05.V^_<2W4=[U[:/VK==<*P_>QJ?2?P MPN=WUG-ZNX]S=L?"*VN&ND*",N4QUG>JL&KW&NU&S9.3.,;QL^^"9[EJ&R_+ M6@7RD(R?7QJIYY^;1[&(@J*##?W7+T?K7Q'=&I M+(A<@(^/>_.B\H0XGU ;KS[/FQM!=Z#LY^U9[P8BCZSK%UN,U9/ /"=,"2J1 MLAAJ^-8F&^N<@2>"7#YF7PCG>UYBW@7>SS_H/1+TU7>[6[LOWP:!5]B2O@T" M[W 0N+%ALU9=\8W, >N;@/4; U8V(M\%WFLP!NS8;9N5#:H[#FZ6-HQNG?WD M0ME]L;ZD*3&SWLIIT'7GL-M"[K4(F6+[*/2JR ,'2-5G>9RU8X_1_@902P,$ M% @ 4(!66#,]#25=# W#H !\ !V:7!E&5X.3#)X,C)X,C0N:'1M[5MM;]M&$OY^OV(OP;4.(#F2[3B.XP9('?<07"X)DN"" M?CJLR*&X-GXQ5_._CH>JUF2JC%^TZ9X_#Y[/'LLG9S,;+%V>QN5(F_NZ!>7I(QR='D\/) MD^3XZ-DT>A;-GC[5^O X.3E^,M7ZWT>3!YB+\6&2KY89??<@-\4X)1;@].E! M63U?F+A*3Z>3R=\>K(RKZ+H:Z\S,BU,1%T\3"^6:QY'-K#M].)%_S_G).-&Y MR9:GWWXR.7GUEA;J@\UU\>W(Z\*//3F3A('>_$*G4]Y ML$@7UZF9F4H]>[H_/7O,XUN=;FJFW1S*S6Q5V3RL/U B@D7)_?%:B&'_]?K] MQ0=U\?;BP]]_'*G7;\_WSV;NQ?F;EY^_?WG^#_7^W9O7YS^NJG<_%-N[2!** M*G-%ZA5\_IN'3TZ>JU<443XCIZ8C=O+#1U^@V9^DQ_O:E=:3^HUG\%/M*Y,L M?W?ACS9[EREA[(N"W'P)[RJB?;57I:2^>7AR<#!YWNKT.XDF*YZ:"I:([F#I MFXK1NK+X4,0UO!FH/6/P)N_5PE2I,@BQ MN3,5S&L*I:/(NE@7$86G*=965*4FTAETT46L7>P5?O)H[%!FIA^MLTSI$E]% M>I:1RO3"CY2K,PHS',WK3%?&%IXWB[(Z9GFJE-T3#[%T^$RJ=.01_#)8V42^ M:\S+*DZ?/O1@,766!>@8Q]M5+;(VU?9U5(WGPO<4VO.0K MXQ#>UOFU]7?8P43VG7"O5,.NL2W%NU(XVSD.>Z:C2_7>0A<8D0<@U<<8D#B; MJPIRR.'@YRC,V4D;!_EWPLC4)2#=.>EJ4E*>*@7?Y]B;V2O:WW&0WVSRES&8 MF_&5DPC><14VG]DG]N?&]7W*.#C#J35ZD4,0S)9#^'$ P$1YJV+* 'S5VH 1 M0*N%;VJ//DP%Y8:Z,@,'KWP=I0"[D.)W%[G.6V5V(; DTRV0TU(5:4D]"8X( M62(<-SAL8^2V+$ MNJ^$](K?D0;YH)&\/3^#R?I5?#W["5#0RD#7$9626P>@8(J1>H.9G%8_-ME; M/3F>G'3@W7C=6^UC_3/&6$#X/[6[)%G80'*2PN\#LKB:3EZ-IZJ&8DYF?:2H M!G4PL,3%=93J8D[J)42"PTZ?'1Z-U" )[.&4LP!=&;C&3GIIK^0NN.D^&Q5G MRE;,#!PL'!<2[9#)<"9.:CAH:1<$6-$U^%3@<^PEL?&HV5MFQ(Y4N9I&O7L% MCRS90ZL>Q$")^#7P;.IG(=TRJ.+4R(#'FR@1 .O$:V<22L+1NQ).!_ M7I(;GLQ,(=P/8@J)E"Q'' 5( ":N=>;W[V<%\ZDS5JZ7(1I&*KE+6MD96%?Z[?O+EE"D;/ /=2&&P)?&WP//8]F("A\* NT< Q,OTI0\ MYV!*#+,7U\ OGN;O)V_Z0)&M2[$.$/ILCYW41$MM5./X5_W'T2[N >*!^IM<[M!60WU*NX%L='-0FI\:BPQ?A&G0LA^LG8 M'LDV["E2R9Y]EDP(O_$F?;:4&-GK2V!>4,(5U3=7I0+7$J2^EZ2M;!U=&5O[ MC WA:^:!&_0829#R$@M;9W%3 DN)WZ^88X'.2"88B9S#3*02:H41&)9GD-_Q MT!+3+;-8E5'"JO[*R$>CE?.3K('Q'(:"^/B@O2T 'TN&J1S@-=-@/#)+YWRD M?(8\]]901T 0'DF:U#?#'&?KV@;#A[#]4KT/NHBIF$-1O+*M?&_QA5L84,5@ MS%1CL1G18,=4QXRH\F6;-ED0$=(&HS0NN?G =AV"ML3H:FG2Z+U^<%_CT/2- M(]MV6EO/"!X^.!IX;Z2SB%/4^D&M \6&@POQA#"3L&51O+^KQEU!,:#PKL?R MAF&UT8+BSM>Z:(C^@*'] UNW:?3R0NM1VZ-*.3NBETO!6B"9#!,@3_4#K7" M@NN?M<-C0"@H (Y>X)RE(!EL Y$*6PV5 <"DQ/VX2"S5FID'Q])UPU*A*932 M2O..X6D;BH_6>6=WED.!.YT'H )00XPPZK69('16VD_;LD8;M1E=:0FM.UEQ M'X&+7"84B0UF4D^\!_[,F?NMUV8- $WZ*7H&!EI7-Z=\93 ZN1,6'9T<'XY/GAU.QD='Q\_4U<&F M2[7P?^I:V4H]I_$,KG(YU@EL>:JSA5[Z!U_S8O$%WXC]5S=\?R[(2]FAK[%@ MJ4U\@WTWQ*7WUE6V+ZZ::Q2)O7AZ7$YV: E?W1M#MZ2 ME=B,@06S94J];/FW.$D NSW_:- XXUU&/,U3-;9),@I+Q'7$*R0U()56O$N8 M[:SAR\+,5$[05A*ZS6?-L?*FX7OMMW"4T'CKR\Y5ORU +B2QM4SURU';).(H M78>NHI:C;"%-NJW:6S-S*S$O'7NX5->C89IM;N'6[^Q8^$$]/F@,]C7)IG#+ MFD:AM Q"]RBHWY1:87;?TAG>X9FM/+!1-N1]",/6H0 DK ([#Z9PAV,I7WCN M=+):Q+P@"GQ]4/H+N0O4;X7YK25( 7-X[V7@C@,NH"OD][(C77RR ^?<_3;3 MYE[ *P(P25;V.R[_+4W/7>L'WVP4[4!?N$4U1'EC-* F.*EKGZ]=9P/^8G:. MM0@^UN/I7O+HMW7S]Y7:]3"Y1VYVE\[=;CC<2MTW=\C_%(\4:5?P3R1@A$A? M36_J8F^IL '*8(P\$ ]K(F;%G9,NA:TA'(*3B=O3 YL,UOMB] M[EJZWTM,NYV"^O;:.C"DG03 -I!W >R:!G9B/#>OFB!M0CB\,[#2%/J5L RX MQN 8VC(95P] N$5*3:-\[;# ]%$X%U(L M.T25.@IND5%H.8LC+I%DN19$)'.I*A%!H[_"-:LQE"=:6OFKC M+]R;X@[.E399^RK52E>I[T\P/5IM69&\>N';>\7NMB73XGYE]Z:#U%!S1T&] MCBAMX(?"4_AU#) FI 4 3.A,JKKLVS7=6\]]![)C.9AN"AQG5;<=K,AC-W>$ MO,>-HN8]#WF3VC5'UKZ%A '["F[.9I/7QUN\PFR^%#?5LJU7L33-+9Z/MC7, M!M?KPUZ6=)*]R(NE/C;7YX>3HW;EC]K-=$%^_.XZHV5;TQY,)@?R1M+,61W6 MTL7Z@NL@>',_020VCG2UFQ>I[$86>IX:2@9%PKM0M\M!A&<_=&RB>?9U&.F& M"X@_\C9HP_7('_27/9M!Z_\70U\M?Z%LC2DO#)SU_KYH=..V*D!B4&S9I(<; M%?Y<,U;+T\R"TVRY$1EA-1>67;G5UR&Y<&(1:J;#1EBS=J$_ *0S=1[>M+LB MU^_$E_0"?]O1X7\NI@^WQ_3C\->EC^6O6O\#4$L#!!0 ( %" 5EA[4. < M0$L ,,5 @ ? =FEP97(R,#(S,3 M:WAE>#DY,7@R>#(R>#(T+FAT;>U] M67/;2+;F^_P*3'7=OE($Q":IW:Y;$;1,N]2M;;24NYYN@$221!D$V%@DLW[] MG"T3"1"4*%L+)6IBHJ]+!!*YG#S[^%\C/OY M6$69TT^4ERG?R=,@&CI??)5^=38VY*F#>#)-@N$H<]K-]I;S)4Z^!M<>_YX% M6:A^U>/\\@_^[U_^01_YI1?[TU]_\8-K)_#_YZ= [?B;^_N[K?9F;WMKN]_< MV^[U=K9\M;V[N]WR>]O_N]7\"=Z%Y_FE-)N&ZG]^&@?1QDCA!-ZU]B;9^YO MST;O6LWF?_U$S_WZRR".,OA: B_S/WF,F9$R]2W;\,)@&+VC!?TT]]6[7](_ M]^,P3M[]K4G_[SW^LC'PQD$X????E\%8I;>E&ZD:HD&/"# M:?"7@H7 FN@_;WB1NS!.&$3*++J-*^U^&P6]('/V]QNM1>;:A_-0R7U7^/;6 M/=]:F!@Z2>"%\TB@=1<)$+'__6^MG>;[Q?_WWDO\T65L+;2,WP_/NN=.]Z1[ M_OD/USD\.6B\P'-?IK=^]-C:"QU;-\V",4J)5[6J3WF6)\HY5_#^-7!K+_*= MPZ@?C]6K6F8GRY*@EV=>+U1.%CL'*LF\('I5:SR/IUZ83>'XX,LJS=*EOK3+ M_];3G-I%]\ Y\Q)OK.#+;T?VO$>VF![229UX\*I6]%'UU;BG$F>SY:*5L[G4 MI_SVUG*^-?%\'^SGC5 -@+ V&]L3-!99YLHCO3CQ5;(!U!QZDU2]T_]X[P?I M)/2F[X*(J)->>C_VDB$8O[TXR^+Q.QCN_37([:#OA3(YFB?_+&;Q_E9C9ZN- MEG$&,\U\_6$QFAMD-/\C\V=_V]IM[&_OS/VYV6C-_>VV8=N-G=W-!Q]U:Z?1 MW)W_JCWL/V@C>#-@N].)%_W/3YL_50[M77ORS4%F,7/T,WL>3QZ)-VW-L?JV M=M^G]+_.L9>D(\_I-IPO*@S'7E1H<+(-MZRPB>O[::%'7\1FG'M_>-;N-A">&E[]+WT<;2+^OR MPUGWZ,(Y"F ZJ7).XH;3:NVTMO97C U7W0[1_"/S:?W8RXVR?,_ M/G;/G8N#T\M+Y^#T^*QS\H?K'#7.[N_.?%+F\2E(QLZY&@9IEGA9$$?$1CYM MM+;WFG-G+@-MHX=W$J$LS9I+W%Y,;LF3J.<]:]/#\]ZEX=P]].+JZ.+CLGEQ=UL:9BWQ8,>&V: M@-[D4&WT$N5]W? &L /OO/#&FZ;E?;*"8GOM1K,N+E:SI7_F:18,IO.M MF=M(MG@Y& \=+\Q@A6.8Z_^VO,:?DR'PE*0_\Z<2^>PT)]^^QZC9!A8]^]GF M[&>;M9_=VON^S[;VM^B[BVW*T]IY<,R-)A_U?0V]=JNQW=I_<)-L>[.QL[.8 M27;?V;;G_WRGI;>SB+Q'B[VZY[S="UZE'^3@NZACW\Z>VA8+/^]^/KRX[)YW M/SK=D\^')]WN^>')9^?3X?EQ+2/_/E6/HMUS=^5I5LTQFLZ_G;7=UN:ZL[/= MVFCN5=3=[U?S;CWV)UQ@"_Z/S^NW/A[()2U=[8;N]O_> *EX9,+[M'W;/?3D^Z%K'N MM_9;=<1:D5 M<14^BCI_7\W_;78_,KO'-;^_0U ]K:5!8NJ?7I1[R=1I[5 T M9>O>TF@!<_1[M-M'?.UI3+C?@XE*G&ZDDN'4Q3R%A6S-YYAIGWRTL?,Q\,9Q MY/>\_M?2O)UEG?@VB-PO*LV<2_7-2UWG(@\RY;3:K?G&\3//^#CP0R_R79ZQ ML[N_VUPH0_#U7YR9QLI)Q$_2='4HX'\^_AFO7+NNN<3\%N=2[Z(%.<@W@,_'G*3BUG MS?IIW1D!I?7AM;R/><,>?$HG4.5^0%_$"2C)&4OU'R9)? W/ZZ==9\#Y5_!W M' J]47A:8"7WXSS"H>6!2&5.0'E9CE?)99IEBLX:_0V6XSEIWDL#/T!Q=,LV MP),TQYE$ )?F,TG4Q$M@-KVI/<3?_[;7;NV^3QTE[F?,GL;GAPJ.=X@R&L[; M&PRJGR?P MJE!U]UM_Y$5#A4#"5[P9A YEYB5[;1V77C.5SCR)P5G M";,[5\,\)"\@G,4Q_)A$P5_L%82G3H.0+P]LSKF:Q*!V1$/7^11$^&H>(H6% MBI9F1/X6[EMS'S^+T[<^%*2@A]#TX#7SV?6&),\EX8].W]+9\?3G(0P'8/4V?LP<[66C#N;1NA&^M./(U M:?M>!A0[BF\B610\)>NLISLS&MZ/N2-6;PSQ!LF6"W2V'$Z[SVF!>!TGJ&0B M&=Y$3/=\S7!HNLA(#$PEV2A.U?R/)^HZ4#<\AL5"YMZXAD,;94T!)G0S"OHC MF0+,"+]B9DY?G/,5!VC!">,^[9&<2YIICH2I^$93N-)PTAW9>\_H=9 [#/M Z_@PR:AL!S@5)I-\^<*/LDV M4E*_3%OGB&$^26J8;Z* Q!/9+Q@_GL#FXJWJQ7GFK+76Z2EO@G<:R")3D:P5 M_SQ6P+!]TD_@BPK$;#Q5,)7M_??.6EM>]4&R>?TI?1'^%09, 23_F*F' =:+ M3>)(WMQ<%]UF A*0)QHG<3X-5(95AUE1M.Z[:0:1%>M M]T[].8Z]*6IC:<"*^+67!'&>6JKQ9.9V $-"LL-Y7WMA3G0S,9>OX-3WL?Y? MAZ3ZH/7HF'1&O+DN:AMA[M/^"7VZ3J;ZHX@4<*$OHYG()6:ES-(BRZHAC$KL M [^CKQ?=;_P$2#70:65H'S1!'KM\L_(,-,N_9@9V GVU9<)!\DAF4KU$9< ASA:=< MZT;3FN0!& 7^%*0C9-8D"S*X/0FI\F4CJU6H,EZ=%E\K;![_YKW\C(M%XR;S M%"".@3GMO6;3=9S-[:;C[%[^YCB=W[LG5UW7N6A\:W=]_C"2>Q]VOG/7>=@].CT_/.QU-GKPE,XM9=VL1=VMS2ZD#=L/A4IQ!O\"#GETYJQ]ZIQ\7G]^ Z1^0;=':Y9G MGF= 1T[[.3W;2Z\>W>)AJE$0QBBB;16(1%Z 5CFZ=\AW0A('?@+-U+;?0?\& MI0JL<_LVH$\X(,V7H"18>Q QRBJ/5_B,4.^I\QF!,O"GZHM'*B9#)7,R %M3"N"K?8&3 TD.5S+($8U [-I1<466Y _ "JCTDH\3<[L@0LF M!;"LL38A\=4\XC/ OR2@<8#:%_3U/"P5CN8#RU># 2Q(.W\'09)F&[XWW8@' M&_ 'F2,J1^S0?CX&XR7Q1 M87SS1%&S%U J2O7*G?/.R>W[Q[).LEP,&J\$Y <*I 3=P/@(5/?GDFPMJ MN().X!QA;&D4AWP=9^K[OZ<*>>GR-$I%HYO;C6U4??4?*;?-_+5N34^;=;R[ MV6CN;']/TO'^7F._^0-IO#.E:=K2;>R^P/*T3KU>,YLI^-!I3V5J:SU+B?+> M7J.Y_UU$M-EN[&VW'Z%$N;V[]^"CMG8:6SN[KW^RM_^VM;O]"%NPM?52YMK: M:[06K(IX^ 32N8^V6\M0!5D%OIMC]I/+^7LR_A]BI_;K2Z*72^@LMI$?U36H M\I/*7O[88N];2OX2]^T2\QF>B_Y>T3Z>48P(IKA O<B:_^"!=Y M"5_]?LY0%P#:K[&'GYC[G08A)2\=Q#BE%+.F*%.S]=XY_O#AZ.(AY$7]_FPV M=G=ATY^C9'/!O=G9=YM;FP\K,5_6#K2;[MY.-Y>$P\X"S$Y MDO7O+'V[_WI?-G?=K=;N*E/_KKN__R#@82]U [:V@01V7O?U_^Q9=_[XX-,J M7_EVN^5N[;17FN3;;JM"\BNV ^V=37=[=^]UW_KC#Z?=5;[IK:U-=W.WM?QS>NL*TL&3R4SH#?4[B% M1KU64JU66IS_ON*@W;357VF'V<\O=W=]R M6_M;*[T+>VYS>]?=WM]]W3KT1R55C>DJW_P6V,S[FP_L)RM'EENEZ,S[E[4_ MJ&;O/3!7?$7;TP).L==NOFY.(=H"QF]%45S[='+XP$JB%=%\T10!JD1K"_UP M#^R%>C7[ TK&]IZ[V7I@[\6KV1]@*/O[[NYNK?KQ9MB_&7.S1=L&D +8LO/W MO^ULO7=:S?]:9;7NYS9PF2UW:W^EHR$_.XZSM[/K[C97VE'Z\Z:[TVZ[[6:- MGK:TV,O/6VQ_- -KEU+MK/J&U;TIU_9JQ!AGJ^U<-2X:SM +PSAR>EZ2J)!+ M,DN CU1D'NK+G MI4&J"]Q+TX/-" GM![[4SWM!WQDH4&'7,$R\[FCPG\$@Z,-V.9D:3U3BD::K M(3@95M-+B\IW#Q%Y"M!&_%,9ZJ^ 9*PM=\;!PS0N;PNO"RO-K[T0L7KR*,AX M8? =?B;"F7F\.0'!T^*]8O"". A+;Z<$/4?(;G&",]]Q@4;L/;!'(]C)2,EA MX./E\6 =&&YSQ@KHR9R?.;NZYP^C"L[ ;9!)7/-=HJTJG1!Q^5BKEZ3DGUX] M<# D)=F[(7EM$_;:(C$0\HP@U&FD*D15*W"K,N\;(5I\4'TO3Y7@$^A28X5 M;%Z!-LNWKHJAZI:_D HT&5RA*)PZ'L&YQ8D:\\=.!$B!<7:K2#?LSE MS4Y,]TTC6MRH4%B&I/LCPH,\C//)&1P-/@44;T '%5R$> QD'0;7%F;<8YQ+ M?8=.2D"=(_K!\\=!)-W3KAD: M;:0\GY&B$0,EBH$S*04TXN.]$##B.,](&.!AAC'S"6"P"""AOB$X() 7&#$ M#,D,W7C15$:AH\9Q^EXZ0G8XPL_!?^'J@9=]KR@\W,\"2)7X(*/8H[K$,/2OW;0XC&S@4;<. M$W0^;!>(>\3@TBA)!29N/;[EG1T%#+"WU2R ;K_3;C4;6QNMYII'=@D"$">! M/X0I@4Q,"Z@O@862B=L@O8229 WC*$1("F$$,6$*GGS>O>B>_]Z]<#YV/QV> M'%X> H_6-DU@-"U2C,%2\++,ZX](:-(^% A+*ZD6:]3A*A&AV@-_1F-L&">! MF%\:5DR#K19[N<#Q7%QV+J]*I^1T3CXZGZ\./W:/#D^ZQ:%5D:]6[F3.;9M7 M=M2&[QL+++0%'":FI,;/Y]8'#-&'G4XR!+C%/V=@L4\T_:^FBBT MS2=)@%!JL.V" ,BP<@Q %P8$O:/[Q=!YVLUDV/"_]H*0GI-UP[=5%;KW 3-O0T_N(#A+=ZO(7HMXI!L/5""Y@0O@0L(,Y(S [1Q0+;$Z)EWT=O M%B[=WB%FC(1@27/S>@%"Y*,0K&_4(IV8W#*^IN\GC$S.-GN-D*_KW%+7J8.= M$JLGV\Z$LBR6F-0P56Y1,Y^-DJ>2^5[DA5-T*L(3<"O3?J 0,KSN7KI ZA'Q M5L,_"%3= B0O*.96+LQJD,V#44>[\1*_8*:7-=1A=![Q21$F:#$;=G)J1A:D M"%/*&/4:F!/U,O18:(%?.W7JI%3%?;\9J:CH:E7[#9(MGCZ"$9R:Q6]020U\ MVEO#SJWST3S;W/UB(UZ[[E^&JW@:*ZQ^)L_@MZM1%X@4Q/<63IDHK@/CZ40: M\WTR)]!9KP4IPNE6Y6A/,8BK$:?P$ *I:O\H]K,3NX2-(+@EG^J(7YLTTDF* M"+@(N?"["$5,+%M$"$$5TX<#W4W%XB]K1<[: MZ^*?S0),F(#;T<05[28/15606S5UUKI7Y^O2"@)T"JN9PM0(87B$M)RUS#(=!;4*08/0^)D'Z M55BDA@VN$\Z!Y9RHXF9;:R,JY3!?'OKB'>:-2G)>6D\AD:IOH-!:7)!GP/H8 M3 __C[P\"UCLKH1;GW#"!ZNV:FF6@J&L5*"L05]PC<8O9A#'@0Q@.\-H8R=% MI#H@&KJ\MQ@_ G?]'2V%7VCOV'LZ)0G^B.I_7.?8M/J9N@BLP&V N)=9T1;L MM:LJ5KN!:IQK,L;,PR% M>L4]0BT?D;7[]_V&;?%Y:1KW@T+)9XNBUG,PKV^HY?8LO+ :D/_!O+"7Y>YV M>E7B15ELV\PI4INW5#LN,"J.JKLH!H5.!LM5$VZ+!]935K3=HMY8/*E4U?_J M#+"O%+D3LA$:![TD]GS;(XFBCRT*0J&G_G8@]ZG#&NSP!ELAQ2/2QX[38\!\ M[M<]03WA-M=I3G")S1SE(:U^Y)PG W3,8*B!P35)58@) D4C/YR0/1L81Z^!\V^,KP*F,5!$2W ?^;^ MD/QNJ-K%V$35:JO'=BBE)13)/O5NJ]L,Y,4<5^Y,ORY4RRT'IG76J%MCDPOX M!EJ:E;Z",2Q2-"F3K6$X0(:QM8HGDW5[!J6$$\_P"IH^A^)FF;ZU^GJ+NK]% MW5][U/T[9K="?:4.L8UI-,7<(^W_L!VE]-^&U]\I%31+SGLINL51"-7$++!W M+SZ.DA@E<)^"' YU-B*'@7;BQWF&?IVTTFS7=8($Y,($FTE=&ZDC0I/%:-$0 MR8A9D+U?T+6I/R0B7 3UM*SCPO_'\P@& 9BBY7%86IL@T@+ZI&)WBO@IRIJ! MK5]@[FBEFZ[=J[;& \S:I^VAM;]$@M]#]W=UCJ8G%>:F8M_CNAE.J_.C;$N) M;/@SRI'H=;0!0-[U)V#Y7;@+*_4IU0&=66/#7K^.<;NED(_NWVN(AGQV10"& MMQ\_2ZG%U4A/O:*ODZ[GN0E+XZ1VLR[M0"1=N\;EKC.:K4YE]AIKVE6ATZ_& M0T>^HE&@KG7T+(JS9EI5O++:ZF0#@0ZZNNG'"[[*XJV]]I2B;5/9I$N96G)/_J[K.=,]1O6Q"440FWLI>8BY>:&5KP$6R7.AF)57#ZZ7FC=S"<[;?H.[G?5M/P4ID&C-*+*N^"!BS-\8E%\ +AN!,/Z%,\?+!NT(3AOFBWF=UFW=1?5;PMV2B)\^'(-!B3 MSN_$/E#$D1K/2@;?0GJ?MD%W^C2)8YJQ7^L<)WHV+]B1=NRENBGI($\B=N3 M"%:C@"K=8$U$#P6IEGJ3O!?J*&8:YTE?V$YU8FE.!6FZ(()H+T\F<2K-0^,! MTXB6TV*U%,102+J9DQ<*O)T RZY"&H0VA'>4YL!_A9=],''0FBUW,E!(V8EEQM9N6(L69@:D:"D7Q^D=L@+J7CI[S##3P@&XBKF8 M"[&ZNG2LO.B]4DFGG2["!XT#^AE#F:MSR#5E<=5/Q0;E<:#@0*%A2PSKLA<.;NRB/49C'@W*A'H0 M$_.(,$2J_ 0/H 6 M '9@9N9*[:!U\^F(JM\4;%%)A;.X5X)%N_J;[,M M)Y\OCCA(C>S5.9!Z856,:$.U*#HM M3IA5=RO%@)8;2X?R8@SVUA5I03K]1_?#1B%-H)JW;JG+XVK+ +FF6Q=73?(0 MM]J/)Y8O#Z@'%$BX1IF^&Z9].4V1LY1HPG1D@XJLP E@%PY9CRMG')YP+22Q&?,@8H" M8E\]"WBB9HO2)S9=WX*8;T',MR#F\P8QM]^"F'=8>#4\LW!7W.W7JD@#3Z!O M2*!I'5C9*GH1@/,PT6IHA)F?)_J75GL#OHGQ#EA7C*(XP"_'=O2'2]!0DFH' MOHZ1&OR84KT:&Z:\'10> FT)IH059CR/M$ASH?F@\Y4\J3K9B[+R-GQONA$/ M-N /,D<3$^3_E% !:X$T?0Q[491$!B:+UPI]@9C+$LE8]1(*LI( E2!:^8"D M816!&+'6J%]GZTC_EWS,M12'0?!-TG],UA]J)BH%V2QFA?H&#Z<2' ZB@?B. M"[P-],X9YTX.VD^( #Q!4LH2U'-H.%>3."JF5#SIVAM- QI@$#EE0P*WGEG% M->W#6I*@1ZK,RFFNEQ2P!94!R(BJF"RZZ:FH/P*EZFLM<6NGJ+/9$K_HW1== MB-C),1GCAH!);+;P9C#&^$\4C/CLUV M7\%%+)*FU?H!; ?:\+!]I"L:6M+Z(OMZV='54QA^3/,QUK'^)=%R84S5;VOV MA!?/A)*1*2:*OM@W#"Q/Y[/2K4JLJXI9(VM2/\^LOO#7&D4/0XGT$H)RDZIW^![#,=!)ZTW=! M1+>07GH/UV881+J[P78-/C1.A7\N7!V-)KL[!)A:OBP_-^@GC<=;^JW=;NQL M[LW]N=EHS?WMMF%;NXW=K?:##]MN-O:V'V6VV_M;#S_L=F-G9['9W@$J+A04 MJD$&K\VV:R^U3'Q\[FX_1VX_0L 3S_L[KR? M<:(NP:9(?^IGW8Q;Z>I-^7)YZ!SDZ0@F^;8;O_Z\N]=HMXE*/O3"A]N0 MQ]!QEF7'=AO[F[4[]H.<[9G4N^=(C_G[WUH[S?>S_WL54;;U!96(+H%]N22, M_.3ST2(=CU\[LWICW6^L^X=VK+W9V-W_ =:MTV/G[\V=S'UQO?0'/O;@#.\Y M?/+>/5C>L^S5>]%[M8S$-;/&'[<)2YP?/SA\NHI]^WI>.MS M;&RKL;W%^]H?_%#;TN<)H2]S%]5Q B;F+&2$]Z67>Q4*G$MZL1U1DJCU'S [CQ;9,-( MHI(?TQ=U]T+]'&*=2]$Y_#>=>0'AX5A?;ZS>J>IVHYP:%A#,>:6MJ!/?1)CH M%\5%::9K UDR7D8/[EL<55J"EI*9?)5Y 79O,@7+<+:_Z3Q"QG+@5P6]H!\G MDSCQ^)YJ/'E=J%9K)@C0(%?=S3@0VY;:4\:&N4&EP[F%K*#(M MGAX)YU&;HL]IKE1_'/.4@)=4/'(26[W5$6V*VA'AA+#O.2HKWE3**XV**YI, M2JHL_$<82Y5EM=O]I'C=*D>BZ8^\9#B?!+4VLWJ:YD=K^^ZC:WHYZ(L:<%=* M&/"8_(#J/6RM,";XLS@A5+=2/QI\*@U@+5YB.H?J:HO%Y_5RR'_EJ,OR#=A0 M:/>HR:$3Z"ER4E@6I_@4:@IMZAQ&DQ#6P(8H34',V0*ZBZVC:O&OD&(PGH0, M;*T/N>X;)3Y$W_-L)PA\/"?XZS3O$7BOKKY%8^-:=SU)2X!%=9\9>Y''=:?8 M4#35$)?2^@P;@P<1EA8%91R!/OS":&'X".^Q6[I%V.HQH.;@5,-KE@# U;PMRJ:G9FOG#I>0GPZ;( MKIXYOA%@H[J;!%&QT$_7SPMJ3_,)&>A,1P'UDQD'F6Z>3BM0OMW)J'9;9N_" M,RARSC/T9^L8%&9$SUKDPDV-(]R[P7_%Y+,%>AT*4:.;-TX8"-<"*\8&W_W0 M%&)39S?TPI-XBLB9$V9*2SYB408YCODALRWN"2<]INZ%S#:/CSXV8MO8^VK0 MV@K'X^I)VX,2]N+<,O.1PO,M>G$2'G"<,Q\-@X$JX%\T:U^]O:R3.HM@59:U MY#G OD3&;/(*7B9W@"\&XT8>46R/KT&B&?=W1*U!561WQW+GSHH.OE#>"5>6 M9E":%X$\3B=J@W"H-0IT&?RW$UD8M8F47.NIW3"\4,1^8P., ^IRJ&P-N=RO MQ%MH:72]^0'\3)X6:$8%FK'50VT^F.BK!S! H]D8/ZPI:&1:ECC,.@O\HEF, M#E-03\J5!>ZH@75F2(P50I043-EDTO?%/C3>(#*F#,T;V&UQUQN-'!^;JJQ\ M*5P")IU!YLYB#BD1!6?DP;?FRPB3G=5&E$G01#"9EP0Z8^7_@$5%P*-<+6T^7&Z=D( M^M;?9_#UN;\QMK/A=I>]J:77.+W8MT7.TRF(SZ >KEY,^]*&'ZZRD#OE8A%W MO/^5K6US;.&M2[ =7>BFZ\BM&-P6\'8A1-V2W]:HQJ;U,L(B)W G%5Y,O&44 MDL3;DG #3HY^)M@Y#&/DJ)%EKC,))HI;1'@3>"^;VO>I[HMN:?6(7P2W?NQQ MQP#](OKF;]#]9=F4"UW.%4RQJ6/>5J:*4)AE\E][":+QL:>!$UWLMC,$)Q:' M&MC'()H;Z+9Y#]B<_-:N(D#7!#1I P.'I..I2'=N10!H#+6HHNL@B?5*X9E,B01G4BS>9EQX-&/[=!$XOX7^ MJ?>/L8%XLM>!?2W))SA&()YOTS,PDK>ZF*"EW7@Y-Q3GMY2'MY2' MUY[RL+OD*0_/KUN6FM55>?-,4JKE%\D1H5?#BU?@G0]::^>6.K9J\872F#'N:A:+&M$'/2*"+01S>XP( MTD6J,1]@ZF<11Q!D\UZ(Z=BI$@J'N& M";MA%ZK9=K<6^4=.I&YL"I9^._7O#B2=FJD"!70>L%A CF"@ M@KLCY:'=%AF[NM7LH4=.1)^2 E*-"PMFFO45?,2*;=%$Q*M2CI5ZH&EFJT>B MBT6JB,45SK6<,G1-.VV/>D.%NK* VG5BQ"=UK8Y4M4VH7+%Y.'.Y\&+2,9G@ M,-,R=MJ.KI%PAYYVG9NV=SB@.<5YH7OMUR^[]:]5R;J1?&G0V.V&+>SD1LE! M4YN?HT+Q+>XX+I85UZUH\9%2(K_O5C])/OJ,'B#UGX6'DHPYS/M/QICJ0GE- MPLU+J7-X$H7'1'&[0[MCDVZU"C9_E.*&F]PJTQB;P]3D5%?4:]D'XPRH3XU7 MPDE7L7/)'G5G,Y3ZG+DEG.L9"&%CJA?-#JP+ MAF598&/JQ/H@C?LCE-MC;T)-#(# X%'IQV;:ADK;-XUP;O?J-'D>J?8OFVPK MO))!9GOG$;"(F)N.]%2+LT\UE+? M.ID$<=$BD-D*\RT&FZ82K?):K%:!KO!(W624G7I>.,UT(]B^\F'P^A@P]QV< M 5:V%EY=*?=-=84?\=EQ^ U(AVC GHGU>=WBTBRDT AH%M8W<]/@KQ\D_7S, M\.NB9Q:_Q1&UY4#/#/HF!X30=?\JH0E^[S66W'R7TB9U?]PQ/33,GP+=NP2V\XA+G"4ZXEH'2?(G&LZH0#41FS.(0U8-1SF ,+0_JB'6HU4<7L4YJ;S8MD MH(NS+@^ 1X:\S/<2ORI'![!87]O_%L49QW\=^^8/!$6J XO'6RE!-R"DNFTI M :G;E!LE(N^[6L7M2LL'DA<"?L%1]4^J7C^PEG^U!$57(=) F?UHG! M&[HV/97=8"[#[2LE$R]/9K,A/*/J]FDKR]S8$""JQ/P"C@(:"D68C/EO-38V M)2&2Z,"5K25;#1T?K,3..%7H;=T!O"B0Q@'Q/.FF4SAMCBR(>9_TE9/,):/; MSO@G:PYKIF_XP L2"A\1;$):B1#9/3"^BU[(+D4N1*3XIF7-T;(N-)-'FCPT MAHQDU9TE\8##^Z!?_#]L0:1MFY7CB[8$#-*JV3=1*/I4/B[YA,3SQ[W[=$M> MDR;(*>SD4S9O6V\@[4N'JE*JZTV<4(HTGE%K?W.W(ITQF1ATGGBJU ;? =N! MB<<\T WD?HMA8S&Z?:F^>6+M?E01&;L'N)F>'PM+A2$.O'!()EXG["%7A6= MH/H>&[!D79%E](UN,-QLVKVIV1#FEF#@IV28!N3R8?T6+NC8BQ0=I3<8P(@? MILYUD&2Y2>K%H]*V*^VE[NP=8H6<$^6D]V$23!B8[C1&0$BU@-E3 IY SQ"P M47X!6?&?<0^==\S,$+7"N *M8G]RRT513@%WZ@O$&R X(<2Q6!W%?4[$[8%N M+LQFDZSX"<'/P";)$;T%K]^"UV_!Z^6;)P6O]Y8\>/VD.X)^]1QLS3[PK@P$ M!#HI+%PLM+>1P9FT)@[7*7%)% +3) 59U?+T"(9$R-#P53] S6-#ZF1TI:'P M8.'S%,T+&&+E)J4P#QB!IH!P!%/'M'(#,Q!459R8\JZPX(NJJZFA&8@L7:>' M8@0_IR7'ZH74;.6"2N-0MF,YH*2(IVS?^##79+JA$T8GMN:8QB#R32PW3H9> M1'T)R?PB4< 51PC&0JMD%8A*@H5 M@./@&$C:,/]IN=$XTGK+QXNDV$G03UG\ SW!EY!=%!\$^!ACK G.E9HLY91!F-(Q%JX0_Y>15 W-H1:O&SG0SX![F[#/_T$J75AH/ MF!NYE3 0Q6'%(N63NDU'E?S&\GF!C0Y4$V2FF(_B-C'HI:CA40UOFBE-9XK2 MHJNW0G_4^!7@!A#T%68X+S:$/=/J,%1H248UK!>N"Y6^ZI@(L=\*:%0IF52 M$K"8@F?3CX<1>7E3%0XV]%UCOEQ,2.ZVCFB?%X_!U8CZ7&Y-^T_;3]X\RIDH M7Q9V]\'99#D&^(IP)&6C,ES,["5P1I@"@2Y#J>(@XR?*N8BU<)Y[_"0.HS(P M$2B('$1Z_#Y[Q[B<72J9K0IH!_\'YHG3ZL%F MK]ZE!4;ID6_Q-LLYG4D[J,8!V:7C."M M.8/0$I1YO VVAI^)9'BZ1#2@KA_W8R8&@@>)8AWE&T^H10BQA%1(=$C&951Q M$]KBY!;/9E+XRU:/6"X-1D3*#!W5/ Q.N#,.1[>"*&C=473YJ]0*V&.!MO(8 MJJG,Z>V4'LE;L;A!@1E:L+O_V"ZQ5(L="@IC#CS7?\XF>Z']C[V9R?U93I)# M'IPJ1AI;L.DETC^9IRC5\5OZE*W=0TV7#''YFW^JE1@2[2F_K2/A:RG?+UQ7Y'9!1XI,B.YV]N11@ MHGQ@TIOT12Z%*NK@%BCJ,*27F0*./)/)\QTUVD^3?C:O6UO[GE=+])B56GCUS]4YZ@F,>0X"S4B=8\61V7S&-43'43 M= (?GO^U3>="]?.$L\\[12O@ISOZ9\@\)&!EUF%0\P+]BHNPJ1J,-LPD,])HG;<9>,/'R9^3\)Q/E)28E8S9#Q\12:!3[#J\$:90/ M!XCA%+978UH)03#@("8L8@UGD)9UM\+'JF66'-O",$DWM?)SXP3^3EXXTMEAVR=(UE+P$402= P9^$52KJZ-/X7A8H'/ M%2D?J[\[&FYM8_A3_QL.L)T-LG/TC4D:&?X]_)! MO)7;OD4LWR*6+R!BN;_D$%&B%%_<5@&T)ODJIW^A_O_2"=A-[T71#1LNBE]V,O 7&L M&YYMU_2%QP_RSP4;;S29E4L?1?FR_-R@GW23M=)O6XVMYO;<7YN-UMS?;ANU MM=W8WMEY\&$W-QOMW8>?[5:[L;F]M="P=_2JO$>GR<=]]+Y]C)_NNOZN0!IF M20XF_13#;FY=+]"*4MC:HG4O^9Z7'GTCE!\UJFL49=#W&F>-.H)Y+?O\U!U, M+S^<=8\NG$^8&7MN^X1.XH;S::.UO==\U?>SNI#V2UW($LSD 2_ 4FB7;=8N MMW;?I_2_SK&7I"//Z3*,*D)U5"R86PAK^XVPEH&PGHYP9HG%=46Z'4E^',JT5FNGM;4__]Z^KJ-X.D7B0D685_D[MCX^2Q3B'T39:Z%U@@A] MNAV>%XK?;[V_Z':.X!^;[U=**WNQ"UF"F3PL8W\NU>O<^\MSSH._KH/%5:XW MJEE%JEF$4E[7!C^YD#\SJ===R7I]U=*H_,[.#[O0ED<_/NY^V3@_=]:.S@[6 MB<].PII+\XB;^P\*>=0$5=ZR >Z1#8#+"?S_^2E0._[F_OYNJ[W9V][:[C?W MMGN]G2U?;>_N;K?\WO;_;NW\].L/IQ"T]AM;6]^30G#/H&_I/!:.P;V]M11O M/8U--!]GA'+)SZA<8NI*#,M2=//[ ! 4L9\=4\@W*?U&I=2_ 0 M=2U%E20&91SG.&W4>$AUCS0I79G.UK3,KV0I0?M42U;F@?L(C(^I!(#EV9.N M5@ ]27^T)Z43/(?"Y8@E"5+3ACM8Z=F:/K MQW'B4T*+U!Y1NN!UD HLW&"@ =\T6$U!7G*\&@C JELN^@X5U=LP6NX'99"; M$RK@Z(P5=B T29"?\W" @Q^K;T$_1H@8A0#(SI\Q5UY:ZW8=>^\8DH5+22R< M&!NG1ZL9J?1S(W0PNY0*8:\2JATMC0S7;)AXDU'0IVDB?HQIF(MMQ9- 46NE M"2?[4!ZUSLZM.\$;U8.)4#NXFYN;1H*/I%1[!MM)BIT\2?_NZAK'IP.W>GK* MQPYU5##K?/#Z(Q7&='@7?=I9QU>(2X='.VO+F+HYYP.VH4/HB$^($BABY8 K MJON$'(LL$?GR5110DB[WD"-8)#R,#FX"E7FWF\VVP!&7:[1+$DQ/P50A9<+X M:$3LXS.B/&XO3!$J;JPT4=+#!)9 $YA=U*L[ZTH?ZZ'441>W1SC->*(R^,^I M9A0HAV*&QB]=-=Q!/K:U M5>49X91C#8/B^G*-5 DJN73UL(K_J7!<5TF4*'X G [1(+A3.F80XMN8"BB0 MIO,JWRM\#]MH49W;5GLE2BG,D1'?9DA:4YA?G)/NSU6#4#+5:H7P"&J$13(/ MBR\8[D,W;_75@+I7ZJI"JX+0@ERE_$Y=1I QAT&EA3A":M>&X1BF,.T NY5S M6[W+( .IW-I%2#:?F,@GA2U60@.N0-#:Q_!CHI$7\*E30>7Y#/,]5](PPG4^ M487 >1Y2&P!%%=,FMWD+(S;D:(Y;$SY>S _J_G<[99_H'_-"U M6-:Y2N% L!;BN&A[?S&%@<9V#T)+#KM&;Y5K;V$#2-MN&_E%PW>[57CB-!YD M-YZT>!&$AH'T[P1]Q2/8H%?&1PU>-/()PQ?@\# %?YB@X'/+)&^N!N$#&CS4 MUK8SI8HMXEC4ZP;95<&/"\QAC>-+VUP<"[YH#JY0\TN\:42"U6JIL2]RY_&$NB[&K?#CKI@*H/#P^U)$5$E';S?0%Q><;%G 'W%,1'ND7C95Q% M1V,?SUP@^?AAH132Z*WW./-Q'@YU8=_=(ES JO^91Z2:[]?0XFT$]U:$\WQN MM_T'<+OM[#

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�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end XML 101 vnom-20231231_htm.xml IDEA: XBRL DOCUMENT 0001602065 2023-01-01 2023-12-31 0001602065 2023-06-30 0001602065 us-gaap:CommonClassAMember 2024-02-16 0001602065 us-gaap:CommonClassBMember 2024-02-16 0001602065 2023-12-31 0001602065 2022-12-31 0001602065 us-gaap:NonrelatedPartyMember 2023-12-31 0001602065 us-gaap:NonrelatedPartyMember 2022-12-31 0001602065 us-gaap:RelatedPartyMember 2023-12-31 0001602065 us-gaap:RelatedPartyMember 2022-12-31 0001602065 vnom:CommonUnitsMember 2022-12-31 0001602065 vnom:CommonUnitsMember 2023-12-31 0001602065 vnom:ClassBUnitsMember 2022-12-31 0001602065 vnom:ClassBUnitsMember 2023-12-31 0001602065 us-gaap:CommonClassAMember 2023-12-31 0001602065 us-gaap:CommonClassAMember 2022-12-31 0001602065 us-gaap:CommonClassBMember 2023-12-31 0001602065 us-gaap:CommonClassBMember 2022-12-31 0001602065 2021-01-01 2021-12-31 0001602065 2022-01-01 2022-12-31 0001602065 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001602065 us-gaap:RelatedPartyMember 2022-01-01 2022-12-31 0001602065 us-gaap:RelatedPartyMember 2021-01-01 2021-12-31 0001602065 us-gaap:NonrelatedPartyMember 2023-01-01 2023-12-31 0001602065 us-gaap:NonrelatedPartyMember 2022-01-01 2022-12-31 0001602065 us-gaap:NonrelatedPartyMember 2021-01-01 2021-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2020-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2020-12-31 0001602065 us-gaap:GeneralPartnerMember 2020-12-31 0001602065 us-gaap:OtherOwnershipInterestMember 2020-12-31 0001602065 2020-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2021-01-01 2021-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2021-01-01 2021-12-31 0001602065 us-gaap:OtherOwnershipInterestMember 2021-01-01 2021-12-31 0001602065 us-gaap:GeneralPartnerMember 2021-01-01 2021-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2021-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2021-12-31 0001602065 us-gaap:GeneralPartnerMember 2021-12-31 0001602065 us-gaap:OtherOwnershipInterestMember 2021-12-31 0001602065 2021-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2022-01-01 2022-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2022-01-01 2022-12-31 0001602065 us-gaap:OtherOwnershipInterestMember 2022-01-01 2022-12-31 0001602065 us-gaap:GeneralPartnerMember 2022-01-01 2022-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2022-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2022-12-31 0001602065 us-gaap:GeneralPartnerMember 2022-12-31 0001602065 us-gaap:OtherOwnershipInterestMember 2022-12-31 0001602065 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001602065 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001602065 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001602065 us-gaap:RetainedEarningsMember 2022-12-31 0001602065 us-gaap:NoncontrollingInterestMember 2022-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2023-01-01 2023-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2023-01-01 2023-12-31 0001602065 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001602065 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001602065 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001602065 us-gaap:GeneralPartnerMember 2023-01-01 2023-12-31 0001602065 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001602065 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:CommonUnitsMember 2023-12-31 0001602065 us-gaap:LimitedPartnerMember vnom:ClassBUnitsMember 2023-12-31 0001602065 us-gaap:GeneralPartnerMember 2023-12-31 0001602065 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001602065 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001602065 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001602065 us-gaap:RetainedEarningsMember 2023-12-31 0001602065 us-gaap:NoncontrollingInterestMember 2023-12-31 0001602065 2023-11-13 2023-11-13 0001602065 us-gaap:CommonClassBMember 2023-11-13 2023-11-13 0001602065 2023-11-12 0001602065 us-gaap:CommonClassAMember 2023-11-13 2023-11-13 0001602065 us-gaap:CommonClassBMember 2023-11-13 0001602065 srt:MinimumMember us-gaap:CommonStockMember 2023-11-13 0001602065 srt:MaximumMember 2023-11-13 0001602065 srt:MinimumMember 2023-11-13 0001602065 2023-11-13 0001602065 vnom:ViperEnergyIncMember vnom:DiamondbackEnergyInc.Member 2023-12-31 0001602065 us-gaap:OilAndGasPropertiesMember 2023-01-01 2023-12-31 0001602065 us-gaap:OilAndGasPropertiesMember 2022-01-01 2022-12-31 0001602065 us-gaap:OilAndGasPropertiesMember 2021-01-01 2021-12-31 0001602065 vnom:A5375SeniorUnsecuredNotesDue2027Member us-gaap:SeniorNotesMember 2023-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member us-gaap:SeniorNotesMember 2023-12-31 0001602065 vnom:RoyaltyIncomeReceivableMember srt:AffiliatedEntityMember 2023-12-31 0001602065 vnom:RoyaltyIncomeReceivableMember srt:AffiliatedEntityMember 2022-12-31 0001602065 vnom:LeaseBonusIncomeMember srt:AffiliatedEntityMember 2023-01-01 2023-12-31 0001602065 vnom:DiamondbackEnergyInc.Member 2023-01-01 2023-12-31 0001602065 vnom:SwallowtailAcquisitionLeaseBonusMember srt:AffiliatedEntityMember 2023-01-01 2023-12-31 0001602065 vnom:VitolMidstreamPipelineLLCMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001602065 vnom:DKTradingAndSupplyLLCMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001602065 vnom:ShellTradingUSCompanyMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001602065 vnom:VitolMidstreamPipelineLLCMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001602065 vnom:TrafiguraTradingLLCMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001602065 vnom:ShellTradingUSCompanyMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001602065 vnom:VitolMidstreamPipelineLLCMember us-gaap:RevenueRightsGrantedMember us-gaap:CustomerConcentrationRiskMember 2021-01-01 2021-12-31 0001602065 vnom:OilIncomeMember 2023-01-01 2023-12-31 0001602065 vnom:OilIncomeMember 2022-01-01 2022-12-31 0001602065 vnom:OilIncomeMember 2021-01-01 2021-12-31 0001602065 vnom:NaturalGasIncomeMember 2023-01-01 2023-12-31 0001602065 vnom:NaturalGasIncomeMember 2022-01-01 2022-12-31 0001602065 vnom:NaturalGasIncomeMember 2021-01-01 2021-12-31 0001602065 vnom:NaturalGasLiquidsIncomeMember 2023-01-01 2023-12-31 0001602065 vnom:NaturalGasLiquidsIncomeMember 2022-01-01 2022-12-31 0001602065 vnom:NaturalGasLiquidsIncomeMember 2021-01-01 2021-12-31 0001602065 vnom:GRPAcquisitionMember 2023-11-01 0001602065 vnom:GRPAcquisitionMember 2023-11-01 2023-11-01 0001602065 vnom:A2023PermianBasinAcquisitionMember 2023-11-01 2023-11-01 0001602065 vnom:A2023OtherMajorBasinAcquisitionsMember 2023-11-01 2023-11-01 0001602065 2023-10-31 2023-10-31 0001602065 vnom:DropDownAcquisitionMember 2023-03-08 2023-03-08 0001602065 vnom:DropDownAcquisitionMember 2023-03-08 0001602065 vnom:A2023AcquisitionPermianBasinMember 2023-01-01 2023-12-31 0001602065 vnom:A2022AcquisitionPermianBasinMember 2022-01-01 2022-12-31 0001602065 vnom:EagleFordShaleMember us-gaap:DiscontinuedOperationsDisposedOfBySaleMember vnom:ThirdPartyOperatedAcreageMember 2022-12-31 0001602065 vnom:EagleFordShaleMember us-gaap:DiscontinuedOperationsDisposedOfBySaleMember vnom:ThirdPartyOperatedAcreageMember 2022-10-01 2022-12-31 0001602065 vnom:DelawareBasinMember us-gaap:DiscontinuedOperationsDisposedOfBySaleMember vnom:ThirdPartyOperatedAcreageMember 2022-09-30 0001602065 vnom:DelawareBasinMember us-gaap:DiscontinuedOperationsDisposedOfBySaleMember vnom:ThirdPartyOperatedAcreageMember 2022-07-01 2022-09-30 0001602065 vnom:MidlandBasinMember us-gaap:DiscontinuedOperationsDisposedOfBySaleMember vnom:ThirdPartyOperatedAcreageMember 2022-03-31 0001602065 vnom:MidlandBasinMember us-gaap:DiscontinuedOperationsDisposedOfBySaleMember vnom:ThirdPartyOperatedAcreageMember 2022-01-01 2022-03-31 0001602065 vnom:SwallowtailAcquisitionMember 2021-10-01 0001602065 vnom:SwallowtailAcquisitionMember 2021-10-01 2021-10-01 0001602065 vnom:NorthernMidlandBasinMember vnom:SwallowtailAcquisitionMember 2021-10-01 2021-10-01 0001602065 vnom:Other2021AcquisitionsMember 2021-01-01 2021-12-31 0001602065 2020-01-01 2020-12-31 0001602065 srt:MinimumMember 2023-01-01 2023-12-31 0001602065 srt:MaximumMember 2023-01-01 2023-12-31 0001602065 vnom:A5375SeniorUnsecuredNotesDue2027Member us-gaap:SeniorNotesMember 2022-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member 2023-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member 2022-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2022-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member 2023-10-19 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member 2023-10-19 2023-10-19 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2022-11-18 0001602065 us-gaap:RevolvingCreditFacilityMember 2023-05-30 0001602065 us-gaap:RevolvingCreditFacilityMember 2023-05-31 0001602065 us-gaap:RevolvingCreditFacilityMember 2023-09-22 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2023-01-01 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2022-01-01 2022-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2021-01-01 2021-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember vnom:SOFRMember 2023-01-01 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember us-gaap:FederalFundsEffectiveSwapRateMember 2023-01-01 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember vnom:A1MonthAdjustedTermSOFRMember 2023-01-01 2023-12-31 0001602065 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2023-01-01 2023-12-31 0001602065 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2023-01-01 2023-12-31 0001602065 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember vnom:AdjustedTermSOFRMember 2023-01-01 2023-12-31 0001602065 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember vnom:AdjustedTermSOFRMember 2023-01-01 2023-12-31 0001602065 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2023-01-01 2023-12-31 0001602065 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember vnom:OperatingCompanyRevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2023-01-01 2023-12-31 0001602065 srt:MaximumMember vnom:OperatingCompanyRevolvingCreditFacilityMember 2023-12-31 0001602065 srt:MinimumMember vnom:OperatingCompanyRevolvingCreditFacilityMember 2023-12-31 0001602065 us-gaap:CommonClassAMember vnom:DiamondbackEnergyInc.Member 2023-12-31 0001602065 us-gaap:CommonClassBMember vnom:DiamondbackEnergyInc.Member 2023-12-31 0001602065 vnom:DiamondbackEnergyInc.Member 2023-01-01 2023-12-31 0001602065 us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001602065 us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001602065 2023-10-31 0001602065 vnom:CommonShareRepurchaseProgramMember 2023-12-31 0001602065 vnom:CommonShareRepurchaseProgramMember 2023-01-01 2023-12-31 0001602065 vnom:CommonShareRepurchaseProgramMember 2022-01-01 2022-12-31 0001602065 vnom:CommonShareRepurchaseProgramMember 2021-01-01 2021-12-31 0001602065 us-gaap:CommonClassAMember 2023-11-01 2023-11-30 0001602065 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001602065 srt:AffiliatedEntityMember 2023-01-01 2023-12-31 0001602065 srt:AffiliatedEntityMember 2022-01-01 2022-12-31 0001602065 srt:AffiliatedEntityMember 2021-01-01 2021-12-31 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-02-19 2021-02-19 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-02-19 0001602065 us-gaap:CashDistributionMember 2021-02-19 2021-02-19 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2021-02-19 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-04-27 2021-04-27 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-04-27 0001602065 us-gaap:CashDistributionMember 2021-04-27 2021-04-27 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2021-04-27 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-07-28 2021-07-28 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-07-28 0001602065 us-gaap:CashDistributionMember 2021-07-28 2021-07-28 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2021-07-28 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-10-27 2021-10-27 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2021-10-27 0001602065 us-gaap:CashDistributionMember 2021-10-27 2021-10-27 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2021-10-27 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-02-16 2022-02-16 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-02-16 0001602065 us-gaap:CashDistributionMember 2022-02-16 2022-02-16 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2022-02-16 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-04-27 2022-04-27 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-04-27 0001602065 us-gaap:CashDistributionMember 2022-04-27 2022-04-27 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2022-04-27 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-07-26 2022-07-26 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-07-26 0001602065 us-gaap:CashDistributionMember 2022-07-26 2022-07-26 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2022-07-26 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-11-03 2022-11-03 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2022-11-03 0001602065 us-gaap:CashDistributionMember 2022-11-03 2022-11-03 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2022-11-03 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-02-15 2023-02-15 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-02-15 0001602065 us-gaap:CashDistributionMember 2023-02-15 2023-02-15 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2023-02-15 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-04-26 2023-04-26 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-04-26 0001602065 us-gaap:CashDistributionMember 2023-04-26 2023-04-26 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2023-04-26 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-07-25 2023-07-25 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-07-25 0001602065 us-gaap:CashDistributionMember 2023-07-25 2023-07-25 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2023-07-25 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-11-02 2023-11-02 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyShareMember 2023-11-02 0001602065 us-gaap:CashDistributionMember 2023-11-02 2023-11-02 0001602065 us-gaap:CashDistributionMember us-gaap:CommonStockMember 2023-11-02 0001602065 vnom:DiamondbackEnergyInc.Member 2023-12-31 0001602065 us-gaap:CashDistributionMember 2023-01-01 2023-12-31 0001602065 us-gaap:StateAndLocalJurisdictionMember 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember us-gaap:PutOptionMember vnom:DerivativeSettlementMonthOneMember vnom:DerivativeSettlementYearOneMember 2023-01-01 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember us-gaap:PutOptionMember vnom:DerivativeSettlementMonthOneMember vnom:DerivativeSettlementYearOneMember 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember us-gaap:PutOptionMember vnom:DerivativeSettlementMonthTwoMember vnom:DerivativeSettlementYearOneMember 2023-01-01 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember us-gaap:PutOptionMember vnom:DerivativeSettlementMonthTwoMember vnom:DerivativeSettlementYearOneMember 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember us-gaap:PutOptionMember vnom:DerivativeSettlementMonthThreeMember vnom:DerivativeSettlementYearOneMember 2023-01-01 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember us-gaap:PutOptionMember vnom:DerivativeSettlementMonthThreeMember vnom:DerivativeSettlementYearOneMember 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember vnom:CostlessCollarMember vnom:DerivativeSettlementMonthSixMember vnom:DerivativeSettlementYearOneMember 2023-01-01 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember vnom:CostlessCollarMember vnom:DerivativeSettlementMonthSixMember vnom:DerivativeSettlementYearOneMember 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember vnom:CostlessCollarMember vnom:DerivativeSettlementMonthThreeMember vnom:DerivativeSettlementYearOneMember 2023-01-01 2023-12-31 0001602065 srt:CrudeOilMember vnom:WTICushingMember vnom:CostlessCollarMember vnom:DerivativeSettlementMonthThreeMember vnom:DerivativeSettlementYearOneMember 2023-12-31 0001602065 srt:NaturalGasPerThousandCubicFeetMember vnom:WahaHubMember us-gaap:BasisSwapMember vnom:DerivativeSettlementMonthFiveMember vnom:DerivativeSettlementYearOneMember 2023-01-01 2023-12-31 0001602065 srt:NaturalGasPerThousandCubicFeetMember vnom:WahaHubMember us-gaap:BasisSwapMember vnom:DerivativeSettlementMonthFiveMember vnom:DerivativeSettlementYearOneMember 2023-12-31 0001602065 srt:NaturalGasPerThousandCubicFeetMember vnom:WahaHubMember us-gaap:BasisSwapMember vnom:DerivativeSettlementMonthFiveMember vnom:DerivativeSettlementYearTwoMember 2023-01-01 2023-12-31 0001602065 srt:NaturalGasPerThousandCubicFeetMember vnom:WahaHubMember us-gaap:BasisSwapMember vnom:DerivativeSettlementMonthFiveMember vnom:DerivativeSettlementYearTwoMember 2023-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2023-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentAssetsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentAssetsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:CurrentLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 vnom:NoncurrentLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:DerivativeMember 2022-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0001602065 us-gaap:RevolvingCreditFacilityMember us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0001602065 vnom:A5375SeniorUnsecuredNotesDue2027Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0001602065 vnom:A5375SeniorUnsecuredNotesDue2027Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0001602065 vnom:A5375SeniorUnsecuredNotesDue2027Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0001602065 vnom:A5375SeniorUnsecuredNotesDue2027Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2023-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0001602065 vnom:A7375SeniorUnsecuredNotesDue2031Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember 2022-12-31 0001602065 us-gaap:CashDistributionMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2024-02-15 2024-02-15 0001602065 us-gaap:CashDistributionMember vnom:OperatingCompanyUnitMember us-gaap:SubsequentEventMember 2024-02-15 2024-02-15 0001602065 vnom:BaseDividendMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2024-02-15 0001602065 vnom:VariableDividendMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2024-02-15 0001602065 srt:OilReservesMember 2020-12-31 0001602065 srt:NaturalGasReservesMember 2020-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2020-12-31 0001602065 srt:OilReservesMember 2021-01-01 2021-12-31 0001602065 srt:NaturalGasReservesMember 2021-01-01 2021-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2021-01-01 2021-12-31 0001602065 srt:OilReservesMember 2021-12-31 0001602065 srt:NaturalGasReservesMember 2021-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2021-12-31 0001602065 srt:OilReservesMember 2022-01-01 2022-12-31 0001602065 srt:NaturalGasReservesMember 2022-01-01 2022-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2022-01-01 2022-12-31 0001602065 srt:OilReservesMember 2022-12-31 0001602065 srt:NaturalGasReservesMember 2022-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2022-12-31 0001602065 srt:OilReservesMember 2023-01-01 2023-12-31 0001602065 srt:NaturalGasReservesMember 2023-01-01 2023-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2023-01-01 2023-12-31 0001602065 srt:OilReservesMember 2023-12-31 0001602065 srt:NaturalGasReservesMember 2023-12-31 0001602065 srt:NaturalGasLiquidsReservesMember 2023-12-31 0001602065 us-gaap:NoncontrollingInterestMember 2021-12-31 0001602065 us-gaap:NoncontrollingInterestMember 2020-12-31 0001602065 vnom:MiddleSpraberryJoMillMember 2023-01-01 2023-12-31 0001602065 vnom:WolfcampAMember 2023-01-01 2023-12-31 0001602065 vnom:LowerSpraberryMember 2023-01-01 2023-12-31 0001602065 vnom:WolfcampBMember 2023-01-01 2023-12-31 0001602065 vnom:BoneSpringMember 2023-01-01 2023-12-31 0001602065 vnom:DeanMember 2023-01-01 2023-12-31 0001602065 vnom:ViperEnergyIncMember vnom:DiamondbackEnergyInc.Member 2022-12-31 0001602065 vnom:ViperEnergyIncMember vnom:DiamondbackEnergyInc.Member 2021-12-31 0001602065 2023-10-01 2023-12-31 iso4217:USD shares iso4217:USD shares pure vnom:director iso4217:USD utr:Boe utr:acre utr:bbl iso4217:USD utr:bbl utr:MMBTU iso4217:USD utr:MMBTU utr:MBbls utr:MMcf utr:MBoe vnom:well vnom:reserve iso4217:USD utr:Mcf false 2023 FY 0001602065 http://fasb.org/us-gaap/2023#RoyaltyMember http://fasb.org/us-gaap/2023#RoyaltyMember http://fasb.org/us-gaap/2023#RoyaltyMember P8Y 10-K true 2023-12-31 --12-31 false 001-36505 Viper Energy, Inc. DE 46-5001985 500 West Texas Suite 100 Midland, TX 79701 432 221-7400 Class A Common Stock, $0.000001 Par Value VNOM NASDAQ Yes No Yes Yes Large Accelerated Filer false false true false false 1900000000 86144273 90709946 <div style="margin-bottom:3pt;padding-left:13.5pt;padding-right:13.5pt;text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7.5pt;font-weight:700;line-height:100%">DOCUMENTS INCORPORATED BY REFERENCE</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">Portions of Viper Energy, Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.</span></div> 248 GRANT THORNTON LLP Oklahoma City, Oklahoma 25869000 18179000 108681000 81657000 3329000 6260000 813000 728000 358000 9328000 4467000 2468000 143517000 118620000 1769341000 1297221000 4628983000 3464819000 5688000 5688000 866352000 720234000 3768319000 2750273000 92000 442000 56656000 49656000 5509000 1382000 3974093000 2920373000 19000 1129000 1330000 306000 27021000 19600000 2961000 0 1925000 911000 33256000 21946000 1083082000 576895000 201000 7000 1116539000 598848000 0 649000 73229645 73229645 0 689178000 90709946 90709946 0 832000 0.000001 1000000000000 86144273 86144273 0 0 0.000001 1000000000000 90709946 90709946 0 0 1031078000 0 -16786000 0 1014292000 690659000 1843262000 1630866000 2857554000 2321525000 3974093000 2920373000 717110000 837976000 501534000 107823000 23367000 2763000 1855000 4424000 0 909000 700000 620000 827697000 866467000 504917000 50401000 56372000 32558000 146118000 121071000 102987000 10603000 8542000 7800000 356000 0 0 207478000 185985000 143345000 620219000 680482000 361572000 -48907000 -40409000 -34044000 -25793000 -18138000 -69409000 1774000 416000 79000 -72926000 -58131000 -103374000 547293000 622351000 258198000 45952000 -32653000 1521000 501341000 655004000 256677000 301253000 503331000 198738000 200088000 151673000 57939000 2.69 2.00 0.85 2.69 2.00 0.85 74176000 75612000 68319000 74176000 75679000 68391000 65817000 633415000 90710000 1031000 809000 1225578000 1860833000 1172000 1172000 15250000 336872000 336872000 92000 193000 193000 75749000 75749000 803000 100000 99782000 100685000 80000 80000 -93473000 93473000 0 20000 20000 2613000 45999000 45999000 57939000 198738000 256677000 78546000 813161000 90710000 931000 729000 1418007000 2232828000 1304000 1304000 79000 365000 365000 182470000 182470000 1785000 99000 232219000 234103000 80000 80000 58253000 -58253000 0 5395000 150593000 150593000 151673000 503331000 655004000 73230000 689178000 90710000 832000 649000 1630866000 2321525000 73230000 689178000 90710000 832000 649000 0 0 0 0 1630866000 2321525000 78126000 937468000 90710000 757000 78126000 90710000 938225000 0 559000 591000 1150000 9018000 254600000 254600000 7215000 200000000 200000000 1098000 204000 1302000 73000 163000 48000 211000 84018000 44548000 128566000 862000 75000 20000 4530000 190489000 195976000 90000 90000 31668000 -133300000 101632000 0 2392000 67181000 1000000 28040000 95221000 167748000 32340000 301253000 501341000 0 0 0 0 0 86144000 90710000 1031078000 -16786000 1843262000 2857554000 501341000 655004000 256677000 -7000000 -49656000 0 146118000 121071000 102987000 -25793000 -18138000 -69409000 -13319000 -31319000 -92585000 3442000 5070000 4710000 27379000 13089000 36358000 -2931000 4116000 146000 6311000 151000 2273000 1024000 306000 0 1014000 440000 471000 2084000 2204000 324000 638192000 699796000 307114000 75073000 0 0 830128000 64131000 281176000 -3164000 111702000 0 -908365000 47571000 -281176000 573000000 272000000 330000000 462000000 424000000 110000000 400000000 0 0 0 48963000 0 200000000 0 0 95221000 150593000 45999000 128777000 182835000 75942000 195976000 234103000 100685000 -13163000 -142000 -2985000 277863000 -768636000 -5611000 7690000 -21269000 20327000 18179000 39448000 19121000 25869000 18179000 39448000 40187000 36868000 30784000 51345000 16990000 1050000 254600000 0 336872000 ORGANIZATION AND BASIS OF PRESENTATION<div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Conversion into Corporation</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Effective November 13, 2023 (the “Effective Time”), Viper Energy Partners LP (the “Partnership”) converted from a publicly traded Delaware limited partnership to a Delaware corporation pursuant to a plan of conversion (the “Conversion”) and changed names from Viper Energy Partners LP to Viper Energy, Inc. Additionally, the certificate of incorporation and the bylaws of Viper Energy, Inc. became effective. This annual report includes the results for the Partnership prior to the Conversion and Viper Energy, Inc. (the “Company”) following the Conversion. References to the “Company” refer to (i) Viper Energy, Inc. and its consolidated subsidiaries following the Conversion and (ii) the Partnership and its consolidated subsidiaries prior to the Conversion. References to shares or per share amounts prior to the Conversion refer to units or per unit amounts. Unless otherwise noted, all references to shares or per share amounts following the Conversion refer to shares or per share amounts of Common Stock, as defined in the paragraph below. References to dividends prior to the Conversion refer to distributions. There are no tax impacts resulting from the Conversion as Viper Energy Partners LP was treated as a corporation for tax purposes.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At the Effective Time, each common unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class A Common Stock, $0.000001 par value per share (“Class A Common Stock”), of the Company, (ii) each Class B unit representing limited partnership interest in the Partnership issued and outstanding immediately prior to the Effective Time was converted, on a unit-for-unit basis, into one issued and outstanding, fully paid and nonassessable share of Class B Common Stock, $0.000001 par value per share, of the Company (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), and (iii) the general partner interest issued and outstanding immediately prior to the Effective Time (100% owned by the General Partner) was cancelled and was no longer outstanding. At the Effective Time, as a result of the Conversion, holders of common units became holders of Class A Common Stock and holders of Class B units became holders of Class B Common Stock. Similar to Class B units before the Conversion, each share of Class B Common Stock is exchangeable, at the discretion of the holders of Class B Common Stock, together with one unit of the Operating Company, into one share of Class A Common Stock post-Conversion. Holders of Class B Common Stock have the same preferred dividend and liquidation preference rights as those provided to holders of Class B units under the Partnership Agreement. At the Effective Time, Diamondback Energy, Inc. (“Diamondback”) and its wholly owned subsidiary Diamondback E&amp;P LLC were the only holders of the Class B Common Stock and collectively owned approximately 56% of the outstanding shares of Common Stock. As a result, the Company is a “controlled company” within the meaning of the corporate governance standards of Nasdaq and, as a result, will qualify for certain exemptions from the corporate governance rules of Nasdaq.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">After the Conversion, former limited partners owned the same percentage of the Company’s outstanding shares as they previously owned of the Partnership’s outstanding equity interests.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At the Effective Time, the certificate of incorporation and bylaws of the Company generally provided stockholders of the Company with substantially the same or greater rights and substantially the same or lesser obligations, as those that limited partners had in the Partnership Agreement. Previously, limited partners were not generally entitled to vote with respect to governance of the Partnership, except for those few matters set forth in the Partnership Agreement. Following the Conversion, except as otherwise expressly provided in the Certificate of Incorporation, the holders of Common Stock are entitled to vote on all matters on which stockholders of a corporation are generally entitled to vote on under the Delaware General Corporation Law, including the election of the board of directors of the Company.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of the Effective Time, the business and affairs of the Company are overseen by a board of directors, rather than the General Partner, which previously oversaw the business and affairs of the Partnership as its general partner.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The directors and executive officers of the General Partner immediately prior to the Effective Time became the directors and executive officers of the Company at the Effective Time. In addition, the audit committee of the board of directors of the General Partner, and the membership thereof, immediately prior to the Effective Time, were replicated at the Company at the Effective time. Further, post-Conversion, Diamondback continues to provide personnel and general and administrative services to the Company, including the services of the executive officers and other employees, pursuant to the services and secondment agreement in substantially the same manner as Diamondback previously provided to the General Partner. In addition, for so long as Diamondback and any of its subsidiaries collectively beneficially own at least 25% of the outstanding common stock of the Company, (i) Diamondback will have the right to designate up to three persons to serve as directors of the Company and (ii) the </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">board of directors of the Company may not appoint any person other than a Diamondback seconded employee as an executive officer of the Company unless such appointment is approved, in advance, by either (x) Diamondback (which approval may not be unreasonably withheld or conditioned) or (y) the affirmative vote of the holders of at least 80% of the voting power of the capital stock of the Company. Currently, there are two Diamondback designees to the board of directors of the Company—Travis Stice and Kaes Van’t Hof.</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At the open of business on November 13, 2023, Nasdaq ceased trading of the common units and commenced trading of the Class A Common Stock on Nasdaq under the existing ticker symbol “VNOM,” and the Company became the successor registrant to the Partnership. No action by the current holders of common units was required.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A new CUSIP number has been issued for the Class A Common Stock, which became effective at the Effective Time. Because the Partnership was already treated as a corporation for U.S. federal income tax purposes pre-Conversion, the Conversion did not affect the Company’s status as a corporation for U.S. federal income tax purposes or materially impact the U.S. federal income tax treatment of its common equity holders.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Organization</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is a publicly traded Delaware corporation focused on owning and acquiring mineral interests and royalty interests in oil and natural gas properties primarily in the Permian Basin.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023, Diamondback beneficially owned approximately 56% of the Company’s total Common Stock outstanding.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements and related notes thereto were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All material intercompany balances and transactions are eliminated in consolidation.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Reclassifications</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.</span></div> 1 0.000001 1 0.000001 1 1 1 0.56 0.25 3 0.80 2 0.56 <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The accompanying consolidated financial statements and related notes thereto were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). All material intercompany balances and transactions are eliminated in consolidation.</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Reclassifications</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain prior period amounts have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.</span></div> SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain amounts included in or affecting the Company’s financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the financial statements.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, the war in Ukraine and the Israel-Hamas War, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and measures to combat persistent inflation and instability in the financial sector have contributed to recent pricing and economic volatility. The financial results of companies in the oil and natural gas industry have been and may continue to be impacted materially as a result of changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in each particular circumstance. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include, estimates of proved oil and natural gas reserves </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas interests, estimates of third party operated royalty income related to expected sales volumes and prices, the recoverability of costs of unevaluated properties, the fair value determination of assets and liabilities, including those acquired by the Company, fair value estimates of commodity derivatives and estimates of income taxes, including deferred tax valuation allowances.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Royalty Income Receivable</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income receivables consist of receivables for oil and natural gas sales made by the Company’s third-party operators and Diamondback. The operators remit payment for production directly to the Company. Most payments for production are received within three months after the production date. Payments on new wells added organically or through acquisition may be further delayed due to title opinion work which is required to be completed by the operator before payments are released.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income receivables are stated at amounts due from operators, net of an allowance for expected losses as estimated by the Company when collection is deemed doubtful. Royalty income receivables outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance utilizing the loss-rate method, which considers a number of factors, including the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company writes off specific royalty income receivables when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses. At December 31, 2023 and December 31, 2022, the Company’s allowance for expected losses was immaterial.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Derivative Instruments</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue from Contracts with Customers</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Royalty income from oil, natural gas and natural gas liquids sales</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s oil, natural gas and natural gas liquids sales contracts are generally structured whereby the producer of the properties in which the Company owns a royalty interest sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Company collects its percentage royalty based on the revenue generated. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Transaction price allocated to remaining performance obligations </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contract balances</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the Company’s royalty income contracts, it has the right to receive royalty income from the producer once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities under Accounting Standards Codification 606.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Prior-period performance obligations</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s interest. The Company records the differences between its estimates and the actual amounts received for royalties in the month that payment is received from the producer. Any identified differences between its revenue estimates and actual revenue received historically have not been significant. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Oil and Natural Gas Properties</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs are capitalized and amortized on a composite unit of production method based on proved oil, natural gas liquids and natural gas reserves. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas liquids and natural gas. At December 31, 2023 and 2022, the Company’s oil and natural gas properties consist solely of mineral interests in oil and natural gas properties.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $10.20, $9.86 and $10.04 for the years ended December 31, 2023, 2022 and 2021, respectively. Depletion for oil and natural gas properties was $146.1 million, $121.1 million and $103.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas interests net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions and excluding the estimated abandonment costs for properties with asset retirement obligations recorded on the balance sheet, (ii) the cost of properties not being amortized, if any, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. See Note 5—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_187" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Oil and Natural Gas Interests</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for additional discussion of the Company’s oil and natural gas properties.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property at least annually for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent of the operator to drill; remaining lease term with the current operator; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Debt Issuance Costs</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other assets include capitalized costs related to the credit facility of $15.5 million and $9.7 million, and accumulated amortization of those costs over the term of the credit facility of $10.0 million and $9.5 million as of December 31, 2023, and 2022, respectively.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Long-term debt includes capitalized costs related to t</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">he Company’s 5.375% senior notes due 2027 and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">7.375% senior notes due 2031 (collectively, th</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e “Notes”)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The costs associated with the Notes are being netted against the Notes’ balances and amortized over the term of the Notes using the effective interest method. See Note 6—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_190" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Debt</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further details. </span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Related Party Transactions</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Royalty Income Receivable</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023 and December 31, 2022, Diamondback, either directly or through its consolidated subsidiaries, owed the Company $3.3 million and $6.3 million, respectively, for royalty income received from third parties for the Company’s production, which had not yet been remitted to the Company.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Lease Bonus Income</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2023, Diamondback, either directly or through its consolidated subsidiaries, paid the Company $107.8 million of lease bonus income primarily related to new leases in the Permian Basin. Lease bonus income for the year ended December 31, 2023 includes a lease bonus payment of $95.8 million to the Operating Company from a lease agreement with a subsidiary of Diamondback covering certain Permian Basin acreage on terms substantially identical to the Operating Company’s other lease arrangements with Diamondback. This transaction was considered and approved by the conflicts committee of the board of directors. During the year ended December 31, 2022, Diamondback, either directly or through its consolidated subsidiaries, paid the Company $23.4 million of lease bonus income primarily related to lease ratification and certain leases acquired in the Swallowtail Acquisition.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Related Party Transactions</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 4—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_184" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Ac</a><a href="#if89f74db576643c0b32ebd3444e95d68_184" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">quisitions and Divestitures</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for significant related party acquisitions of oil and natural gas interests.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 7—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_193" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Stockholders' Equity</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further details regarding equity transactions with related parties.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All other related party transactions with Diamondback or its affiliates have been stated on the face of the consolidated financial statements or were insignificant for the years ended December 31, 2023, 2022 and 2021, respectively.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Accrued Liabilities</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s accrued liabilities are financial instruments for which the carrying value approximates fair value.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued liabilities consist of the following at December 31, 2023, and 2022:</span></div><div style="margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:74.777%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.595%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.598%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest payable</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,036 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,972 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ad valorem taxes payable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,492 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives instruments payable</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,279 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,684 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,407 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,452 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accrued liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,021 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,600 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentrations</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to risk resulting from the concentration of the Company’s royalty income in producing oil and natural gas properties and receivables with several significant purchasers. For the year ended December 31, 2023, two purchasers each accounted for more than 10% of royalty income: Vitol Midstream Pipeline LLC (16%) and DK Trading and Supply LLC (15%). For the year ended December 31, 2022, two purchasers each accounted for more than 10% of royalty income: Shell Trading (US) Company (14%) and Vitol Midstream Pipeline LLC (14%). For the year ended December 31, 2021, three purchasers each accounted for more than 10% of royalty income: Trafigura Trading LLC (17%), Shell Trading (US) Company (16%) and Vitol Midstream Pipeline LLC (12%). The Company does not require collateral and does not believe the loss of any single purchaser would materially impact the Company’s operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the years ended December 31, 2023, 2022 and 2021, there were no interest or penalties associated with uncertain tax positions recognized in the Company’s consolidated financial statements. See Note 9—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_199" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Income Taxes</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further details.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Non-controlling Interest</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. When Diamondback’s relative ownership interest in the Operating Company changes, adjustments to non-controlling interest and stockholders’ equity, tax effected, will occur. Because these changes in the Company’s ownership interest in the Operating Company did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, “Consolidation.” This guidance requires that any differences between the carrying value of the Company’s basis in the Operating Company and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 7—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_193" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Stockholders' Equity</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further discussion of changes in ownership interest.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recent Accounting Pronouncements</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Pronouncements</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There are no recently adopted pronouncements.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Pronouncements Not Yet Adopted</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain amounts included in or affecting the Company’s financial statements and related disclosures must be estimated by management, requiring certain assumptions to be made with respect to values or conditions that cannot be known with certainty at the time the financial statements are prepared. These estimates and assumptions affect the amounts the Company reports for assets and liabilities and the Company’s disclosure of contingent assets and liabilities as of the date of the financial statements.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Making accurate estimates and assumptions is particularly difficult in the oil and natural gas industry given the challenges resulting from volatility in oil and natural gas prices. For instance, the war in Ukraine and the Israel-Hamas War, rising interest rates, global supply chain disruptions, concerns about a potential economic downturn or recession and measures to combat persistent inflation and instability in the financial sector have contributed to recent pricing and economic volatility. The financial results of companies in the oil and natural gas industry have been and may continue to be impacted materially as a result of changing market conditions. Such circumstances generally increase uncertainty in the Company’s accounting estimates, particularly those involving financial forecasts.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates these estimates on an ongoing basis, using historical experience, consultation with experts and other methods the Company considers reasonable in each particular circumstance. Nevertheless, actual results may differ significantly from the Company’s estimates. Any effects on the Company’s business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the facts that give rise to the revision become known. Significant items subject to such estimates and assumptions include, estimates of proved oil and natural gas reserves </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and related present value estimates of future net cash flows therefrom, the carrying value of oil and natural gas interests, estimates of third party operated royalty income related to expected sales volumes and prices, the recoverability of costs of unevaluated properties, the fair value determination of assets and liabilities, including those acquired by the Company, fair value estimates of commodity derivatives and estimates of income taxes, including deferred tax valuation allowances.</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents represent unrestricted cash on hand and include all highly liquid investments purchased with a maturity of three months or less and money market funds. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments.</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Royalty Income Receivable</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income receivables consist of receivables for oil and natural gas sales made by the Company’s third-party operators and Diamondback. The operators remit payment for production directly to the Company. Most payments for production are received within three months after the production date. Payments on new wells added organically or through acquisition may be further delayed due to title opinion work which is required to be completed by the operator before payments are released.</span></div>Royalty income receivables are stated at amounts due from operators, net of an allowance for expected losses as estimated by the Company when collection is deemed doubtful. Royalty income receivables outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance utilizing the loss-rate method, which considers a number of factors, including the Company’s previous loss history, the debtor’s current ability to pay its obligation to the Company, the condition of the general economy and the industry as a whole. The Company writes off specific royalty income receivables when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for expected losses. <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Derivative Instruments</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is required to recognize its derivative instruments on the consolidated balance sheets as assets or liabilities at fair value with such amounts classified as current or long-term based on their anticipated settlement dates. The accounting for the changes in fair value of a derivative depends on the intended use of the derivative and resulting designation. The Company has not designated its derivative instruments as hedges for accounting purposes and, as a result, marks its derivative instruments to fair value and recognizes the cash and non-cash change in fair value on derivative instruments for each period in the consolidated statements of operations under the caption “Gain (loss) on derivative instruments, net.”</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Revenue from Contracts with Customers</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Royalty income from oil, natural gas and natural gas liquids sales</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s oil, natural gas and natural gas liquids sales contracts are generally structured whereby the producer of the properties in which the Company owns a royalty interest sells the Company’s proportionate share of oil, natural gas and natural gas liquids production to the purchaser and the Company collects its percentage royalty based on the revenue generated. In this scenario, the Company recognizes revenue when control transfers to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Transaction price allocated to remaining performance obligations </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s right to royalty income does not originate until production occurs and, therefore, is not considered to exist beyond each day’s production. Therefore, there are no remaining performance obligations under any of the Company’s royalty income contracts.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Contract balances</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the Company’s royalty income contracts, it has the right to receive royalty income from the producer once production has occurred, at which point payment is unconditional. Accordingly, the Company’s royalty income contracts do not give rise to contract assets or liabilities under Accounting Standards Codification 606.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Prior-period performance obligations</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records revenue in the month production is delivered to the purchaser. However, settlement statements for certain oil, natural gas and natural gas liquids sales may not be received for 30 to 90 days after the date production is delivered, and as a result, the Company is required to estimate the amount of royalty income to be received based upon the Company’s interest. The Company records the differences between its estimates and the actual amounts received for royalties in the month that payment is received from the producer. Any identified differences between its revenue estimates and actual revenue received historically have not been significant. The Company believes that the pricing provisions of its oil, natural gas and natural gas liquids contracts are customary in the industry. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the royalties related to expected sales volumes and prices for those properties are estimated and recorded.</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Oil and Natural Gas Properties</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses the full cost method of accounting for its oil and natural gas properties. Under this method, all acquisition costs are capitalized and amortized on a composite unit of production method based on proved oil, natural gas liquids and natural gas reserves. Sales of oil and natural gas properties, whether or not being amortized currently, are accounted for as adjustments of capitalized costs, with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil, natural gas liquids and natural gas. At December 31, 2023 and 2022, the Company’s oil and natural gas properties consist solely of mineral interests in oil and natural gas properties.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depletion of evaluated oil and natural gas properties is computed on the units of production method, whereby capitalized costs are amortized over total proved reserves. The average depletion rate per barrel equivalent unit of production was $10.20, $9.86 and $10.04 for the years ended December 31, 2023, 2022 and 2021, respectively. Depletion for oil and natural gas properties was $146.1 million, $121.1 million and $103.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the book value of the proved oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized oil and natural gas interests net of deferred income taxes, or the cost center ceiling. The cost center ceiling is defined as the sum of (i) estimated future net revenues, discounted at 10% per annum, from proved reserves, based on the trailing 12-month unweighted average of the first-day-of-the-month price, adjusted for any contract provisions and excluding the estimated abandonment costs for properties with asset retirement obligations recorded on the balance sheet, (ii) the cost of properties not being amortized, if any, and (iii) the lower of cost or market value of unproved properties included in the cost being amortized, including related deferred taxes for differences between the book and tax basis of the oil and natural gas properties. If the net book value, including related deferred taxes, exceeds the ceiling, an impairment or non-cash write-down is required. See Note 5—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_187" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Oil and Natural Gas Interests</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for additional discussion of the Company’s oil and natural gas properties.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company assesses all items classified as unevaluated property at least annually for possible impairment. The Company assesses properties on an individual basis or as a group if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent of the operator to drill; remaining lease term with the current operator; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization.</span></div> 10.20 9.86 10.04 146100000 121100000 103000000 0.10 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Debt Issuance Costs</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other assets include capitalized costs related to the credit facility of $15.5 million and $9.7 million, and accumulated amortization of those costs over the term of the credit facility of $10.0 million and $9.5 million as of December 31, 2023, and 2022, respectively.</span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Long-term debt includes capitalized costs related to t</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">he Company’s 5.375% senior notes due 2027 and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">7.375% senior notes due 2031 (collectively, th</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e “Notes”)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The costs associated with the Notes are being netted against the Notes’ balances and amortized over the term of the Notes using the effective interest method. See Note 6—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_190" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Debt</a></span> for further details. 15500000 9700000 10000000 9500000 0.05375 0.07375 3300000 6300000 107800000 95800000 23400000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued liabilities consist of the following at December 31, 2023, and 2022:</span></div><div style="margin-top:5pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:74.777%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.595%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.598%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest payable</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,036 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,972 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ad valorem taxes payable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,492 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivatives instruments payable</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,279 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,684 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,407 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,452 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accrued liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,021 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,600 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 11036000 3972000 13299000 12492000 1279000 1684000 1407000 1452000 27021000 19600000 <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Concentrations</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to risk resulting from the concentration of the Company’s royalty income in producing oil and natural gas properties and receivables with several significant purchasers. For the year ended December 31, 2023, two purchasers each accounted for more than 10% of royalty income: Vitol Midstream Pipeline LLC (16%) and DK Trading and Supply LLC (15%). For the year ended December 31, 2022, two purchasers each accounted for more than 10% of royalty income: Shell Trading (US) Company (14%) and Vitol Midstream Pipeline LLC (14%). For the year ended December 31, 2021, three purchasers each accounted for more than 10% of royalty income: Trafigura Trading LLC (17%), Shell Trading (US) Company (16%) and Vitol Midstream Pipeline LLC (12%). The Company does not require collateral and does not believe the loss of any single purchaser would materially impact the Company’s operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.</span></div> 0.16 0.15 0.14 0.14 0.17 0.16 0.12 <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses the asset and liability method of accounting for income taxes, under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and (ii) operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. A valuation allowance is provided for deferred tax assets when it is more likely than not the deferred tax assets will not be realized.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognizes interest and penalties related to income tax matters as interest expense and general and administrative expenses, respectively. During the years ended December 31, 2023, 2022 and 2021, there were no interest or penalties associated with uncertain tax positions recognized in the Company’s consolidated financial statements. See Note 9—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_199" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Income Taxes</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further details.</span></div> 0 0 0 <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Non-controlling Interest</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. When Diamondback’s relative ownership interest in the Operating Company changes, adjustments to non-controlling interest and stockholders’ equity, tax effected, will occur. Because these changes in the Company’s ownership interest in the Operating Company did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, “Consolidation.” This guidance requires that any differences between the carrying value of the Company’s basis in the Operating Company and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest. See Note 7—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_193" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Stockholders' Equity</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further discussion of changes in ownership interest.</span></div> <div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recent Accounting Pronouncements</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Pronouncements</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#212529;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There are no recently adopted pronouncements.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounting Pronouncements Not Yet Adopted</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures,” which requires that certain information in a reporting entity’s tax rate reconciliation be disaggregated, and provides additional requirements regarding income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. Management </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">is currently evaluating this ASU to determine its impact on the Company’s disclosures. Adoption of the update will not impact the Company’s financial position, results of operations or liquidity.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company considers the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, previously disclosed, or not material upon adoption.</span></div> <span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">REVENUE FROM CONTRACTS WITH CUSTOMERS</span><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2023, 2022 and 2021, any revenues recognized in the current reporting period for performance obligations satisfied in prior reporting periods were not material.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table disaggregates the Company’s total royalty income by product type:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:57.087%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.350%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.350%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.353%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil income</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">619,181 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">667,281 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">397,513 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas income</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,953 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,197 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas liquids income</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66,976 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,546 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,824 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total royalty income</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">717,110 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="padding:0 1pt"></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">837,976 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="padding:0 1pt"></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501,534 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Royalty income represents the right to receive revenues from oil, natural gas and natural gas liquids sales obtained by the operator of the wells in which the Company owns a royalty interest. Royalty income is recognized at the point control of the product is transferred to the purchaser at the wellhead or at the gas processing facility based on the Company’s percentage ownership share of the revenue, net of any deductions for gathering and transportation. Virtually all of the pricing provisions in the Company’s contracts are tied to a market index.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table disaggregates the Company’s total royalty income by product type:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:57.087%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.350%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.350%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.353%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil income</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">619,181 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">667,281 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">397,513 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas income</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,953 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">83,149 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,197 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas liquids income</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">66,976 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">87,546 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,824 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total royalty income</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">717,110 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="padding:0 1pt"></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">837,976 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="padding:0 1pt"></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">501,534 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 619181000 667281000 397513000 30953000 83149000 49197000 66976000 87546000 54824000 717110000 837976000 501534000 ACQUISITIONS AND DIVESTITURES<div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2023 Activity</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Acquisitions</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">GRP Acquisition</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On November 1, 2023, the Company and the Operating Company acquired certain mineral and royalty interests from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP, affiliates of Warwick Capital Partners and GRP Energy Capital (collectively, “GRP”) pursuant to a definitive purchase and sale agreement for approximately 9.02 million common units and $759.6 million in cash, including transaction costs and subject to customary post-closing adjustments (the “GRP Acquisition”). The mineral and royalty interests acquired in the GRP Acquisition represent approximately 4,600 net royalty acres in the Permian Basin, plus approximately 2,700 additional net royalty acres in other major basins. The cash consideration for the GRP Acquisition was funded through a combination of cash on hand and held in escrow, borrowings under the Operating Company’s revolving credit facility, proceeds from the 2031 Notes (as defined in Note 6—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_190" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Debt</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">) and proceeds from the $200.0 million common unit issuance to Diamondback discussed further in Note 7—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_193" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Stockholders' Equity</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Drop Down Transaction</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 8, 2023, the Company acquired certain mineral and royalty interests from subsidiaries of Diamondback for approximately $74.5 million in cash, including customary closing adjustments for net title benefits (the “Drop Down”). The mineral and royalty interests acquired in the Drop Down represent approximately 660 net royalty acres in Ward County in the Southern Delaware Basin, 100% of which are operated by Diamondback, and have an average net royalty interest of approximately 7.2% and current production of approximately 300 BO/d. The Company funded the Drop Down through a combination of cash on hand and borrowings under the Operating Company’s revolving credit facility. The Drop Down was accounted for as a transaction between entities under common control with the properties acquired recorded at Diamondback’s </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">historical carrying value in the Company’s consolidated balance sheet. The historical carrying value of the properties approximated the Drop Down purchase price.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Acquisitions</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additionally during the year ended December 31, 2023 the Company acquired, in individually insignificant transactions from unrelated third-party sellers, mineral and royalty interests representing 286 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $70.4 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2022 Activity</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Acquisitions</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2022, in individually insignificant transactions, the Company acquired from unrelated third-party sellers mineral and royalty interests representing 375 net royalty acres in the Permian Basin for an aggregate net purchase price of approximately $65.8 million, including customary closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Divestitures</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the fourth quarter of 2022, the Company divested its entire position in the Eagle Ford Shale consisting of 681 net royalty acres of third party operated acreage for an aggregate net sales price of $53.7 million, including customary closing adjustments.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the third quarter of 2022, the Company divested 93 net royalty acres of third party operated acreage located entirely in Loving county in the Delaware Basin for an aggregate net sales price of $29.9 million, including customary closing adjustments.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the first quarter of 2022, the Company divested 325 net royalty acres of third party operated acreage located entirely in Upton and Reagan counties in the Midland Basin for an aggregate net sales price of $29.3 million, including customary closing adjustments.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2021 Acquisitions</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Swallowtail Acquisition</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">October 1, 2021</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Company and the Operating Company acquired certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC (the “Swallowtail entities”) pursuant to a definitive purchase and sale ag</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">reement for approximately 15.25 million common shares and approximately $225.3 million in cash</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (the “Swallowtail Acquisition”</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">). The mineral and royalty interests acquired in the Swallowtail Acquisition represent 2,313 net royalty acres primarily in the Northern Midland Basin, of which 62% are operated by Diamondback. The Swallowtail Acquisition had an effective date of August 1, 2021. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The cash portion of this transaction was funded through a combination of cash on hand and approximately $190.0 million of borrowings under the Operating Company’s revolving credit facility. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other 2021 Acquisitions</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additionally during the year ended December 31, 2021, the Company acquired, from unrelated third party sellers, mineral and royalty interests representing 392 net royalty acres in the Permian Basin for an aggregate purchase price of approximately $55.1 million, after post-closing adjustments. The Company funded these acquisitions with cash on hand and borrowings under the Operating Company’s revolving credit facility.</span></div> 9020000.00 759600000 4600 2700 200000000 74500000 660 1 0.072 300 286 70400000 375 65800000 681 53700000 93 29900000 325 29300000 15250000 225300000 2313 0.62 190000000 392 55100000 OIL AND NATURAL GAS INTERESTS<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Oil and natural gas interests include the following:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:68.929%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.519%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.522%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil and natural gas interests:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subject to depletion</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,859,642 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,167,598 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not subject to depletion</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,769,341 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,297,221 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross oil and natural gas interests</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,628,983 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,464,819 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depletion and impairment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(866,352)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(720,234)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil and natural gas interests, net</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,762,631 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,744,585 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,688 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,688 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, net of accumulated depletion and impairment</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,768,319 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,750,273 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance of costs not subject to depletion:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incurred in 2023</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">720,529 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incurred in 2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,781 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incurred in 2021</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">429,991 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prior</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">585,040 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total not subject to depletion</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,769,341 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr></table></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023 and 2022, the Company had mineral and royalty interests representing 34,217 and 26,315 net royalty acres, respectively. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs associated with unevaluated properties are excluded from the full cost pool until a determination as to the existence of proved reserves can be made. The inclusion of the Company’s unevaluated costs into the amortization base is expected to be completed within <span style="-sec-ix-hidden:f-574">eight</span> to ten years.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Based on the results of the quarterly ceiling tests, the Company was not required to record an impairment on the Company’s proved oil and natural gas interests for the years ended December 31, 2023, 2022 and 2021. In addition to commodity prices, the Company’s production rates, levels of proved reserves, transfers of unevaluated properties and other factors will determine its actual ceiling test limitations and impairment analysis in future periods. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If the trailing 12-month commodity prices were to fall as compared to the com</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">modity prices used in prior quarters, the Company could have write-downs in subsequent quarters, which may be material.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Oil and natural gas interests include the following:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:68.929%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.519%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.522%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil and natural gas interests:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Subject to depletion</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,859,642 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,167,598 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not subject to depletion</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,769,341 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,297,221 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross oil and natural gas interests</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,628,983 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,464,819 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depletion and impairment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(866,352)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(720,234)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil and natural gas interests, net</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,762,631 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,744,585 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Land</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,688 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,688 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property, net of accumulated depletion and impairment</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,768,319 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,750,273 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance of costs not subject to depletion:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incurred in 2023</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">720,529 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incurred in 2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,781 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Incurred in 2021</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">429,991 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prior</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">585,040 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total not subject to depletion</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,769,341 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:68.929%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.519%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.522%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil and natural gas interests:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Proved</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,859,642 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,167,598 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unproved</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,769,341 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,297,221 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total oil and natural gas interests</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,628,983 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,464,819 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depletion and impairment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(866,352)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(720,234)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net oil and natural gas interests capitalized</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,762,631 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,744,585 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 2859642000 2167598000 1769341000 1297221000 4628983000 3464819000 866352000 720234000 3762631000 2744585000 5688000 5688000 3768319000 2750273000 720529000 33781000 429991000 585040000 1769341000 34217 26315 P10Y 0 0 0 DEBT<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt consisted of the following as of the dates indicated:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:63.081%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:16.443%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:16.446%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.375% senior unsecured notes due 2027</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">430,350 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">430,350 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.375% senior unsecured notes due 2031</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">400,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving credit facility</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unamortized debt issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,903)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,306)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unamortized discount</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,365)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,149)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total long-term debt</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,083,082 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576,895 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Issuance of 2031 Notes</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 19, 2023, the Company completed an offering of $400.0 million in aggregate principal amount of its 7.375% Senior Notes maturing on November 1, 2031 (the “2031 Notes”). The Company received net proceeds of approximately $394.0 million, after deducting the initial purchasers’ discount and transaction costs from the 2031 Notes. The Company loaned the gross proceeds to the Operating Company, which used the proceeds to partially fund the cash portion of the GRP Acquisition.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">The Notes</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Notes are senior unsecured obligations of the Company, initially guaranteed on a senior unsecured basis by the Operating Company, and will pay interest semi-annually. Diamondback will not guarantee the Notes. In the future, each of the Company’s restricted subsidiaries that either (i) guarantees any of its or a guarantor’s indebtedness, or (ii) is a domestic restricted subsidiary and is an obligor with respect to any indebtedness under any credit facility will be required to guarantee the Notes.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">The Operating Company’s Revolving Credit Facility</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On May 31, 2023, the Operating Company entered into a tenth amendment to the existing credit facility, which among other things, (i) maintained the maximum credit amount of $2.0 billion, (ii) increased the borrowing base from $580.0 million to $1.0 billion and (iii) increased the aggregate elected commitment amount from $500.0 million to $750.0 million.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On September 22, 2023, the Operating Company entered into an eleventh and separately a twelfth amendment to the existing credit facility, which among other things, (i) extended the maturity date from June 2, 2025, to September 22, 2028, (ii) maintained the maximum credit amount of $2.0 billion, (iii) further increased the borrowing base from $1.0 billion to $1.3 billion upon consummation of the GRP Acquisition, (iv) further increased the aggregate elected commitment amount from $750.0 million to $850.0 million, and (v) waived the automatic reduction of the borrowing base that otherwise would have occurred upon the consummation of the issuance of the 2031 Notes.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> of December 31, 2023, the Operating Company had $263.0 million of outstanding borrowings and $587.0 million available for future borrowings under the Operating Company’s revolving cred</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">it facility. For the years ended December 31, 2023, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2022 and 2021, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the weighted average interest rate on borrowings under the Operating Company’s revolving credit facility was </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">7.41%</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">4.22%, and 2.35%</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, respectively.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The outstanding borrowings under the credit facility bear interest at a rate elected by the Operating Company that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”), or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.00%), in each case plus the applicable margin. The applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternative base rate and from 2.00% to 3.00% per annum in the case of Adjusted Term SOFR, in each case depending on the amount of the loans outstanding in relation to the commitment, which is calculated using the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. The Operating Company is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment. The credit facility is secured by substantially all the assets of the Company and the Operating Company. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The credit facility contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:16.443%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:59.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:20.977%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Financial Covenant</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Required Ratio</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ratio of total net debt to EBITDAX, as defined in the credit facility</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not greater than 4.0 to 1.0</span></div></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ratio of current assets to liabilities, as defined in the credit facility</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not less than 1.0 to 1.0</span></div></td></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ratio of secured debt to EBITDAX, as defined in the credit facility</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not greater than 2.5 to 1.0</span></div></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023, the Operating Company was in compliance with all financial maintenance covenants under its credit facility.</span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Interest expense</span></div><div><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following amounts have been incurred and charged to interest expense for the years ended December 31, 2023, 2022 and 2021:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:58.402%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.911%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.911%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.916%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,539 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,384 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other fees and expenses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">836 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,883 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,662 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: interest income</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,907 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,044 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-term debt consisted of the following as of the dates indicated:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:63.081%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:16.443%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:16.446%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.375% senior unsecured notes due 2027</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">430,350 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">430,350 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.375% senior unsecured notes due 2031</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">400,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving credit facility</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unamortized debt issuance costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,903)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,306)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unamortized discount</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,365)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,149)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total long-term debt</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,083,082 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">576,895 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 0.05375 430350000 430350000 0.07375 400000000 0 263000000 152000000 6903000 1306000 3365000 4149000 1083082000 576895000 400000000 0.07375 394000000 2000000000 580000000 1000000000 500000000 750000000 2000000000 1000000000 1300000000 750000000 850000000 263000000 587000000 0.0741 0.0422 0.0235 0.0010 0.0050 0.0100 0.0100 0.0200 0.0200 0.0300 0.00375 0.00500 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The credit facility contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:16.443%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:59.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:20.977%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Financial Covenant</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Required Ratio</span></td></tr><tr><td colspan="6" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ratio of total net debt to EBITDAX, as defined in the credit facility</span></div></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not greater than 4.0 to 1.0</span></div></td></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ratio of current assets to liabilities, as defined in the credit facility</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not less than 1.0 to 1.0</span></div></td></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ratio of secured debt to EBITDAX, as defined in the credit facility</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Not greater than 2.5 to 1.0</span></div></td></tr></table></div> 4.0 1.0 2.5 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following amounts have been incurred and charged to interest expense for the years ended December 31, 2023, 2022 and 2021:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:58.402%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.911%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.911%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.916%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,222 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,539 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31,384 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other fees and expenses</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">836 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,883 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,662 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: interest income</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Interest expense, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,907 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,409 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,044 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 48222000 37539000 31384000 836000 2883000 2662000 151000 13000 2000 48907000 40409000 34044000 STOCKHOLDERS’ EQUITY<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2023, the Company had a total of 86,144,273 shares of Class A Common Stock issued and outstanding and 90,709,946 shares of Class B Common Stock issued and outstanding, of which 7,946,507 shares of Class A Common Stock and 90,709,946 shares of Class B Common Stock were beneficially owned by Diamondback, representing approximately 56% of the Company’s total shares outstanding. Diamondback also beneficially owns 90,709,946 Operating Company shares, representing a 51% non-controlling ownership interest in the</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Operating Company. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Operating Company shares and the Company’s Class B Common Stock beneficially owned by Diamondback are exchangeable from time to time for the Company’s Class A Common Stock (that is, one Operating Company share and one Company Class B Common Stock share, together, will be exchangeable for one Company Class A Common Stock share).</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Viper Issuance of Common Units to Diamondback</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 31, 2023, the Company issued approximately 7.22 million of its common units to Diamondback at a price of $27.72 per unit for total net proceeds of approximately $200.0 million pursuant to a common unit purchase and sale agreement entered into with Diamondback on September 4, 2023. The net proceeds of this common unit issuance were used to fund a portion of the cash consideration for the GRP Acquisition.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Common Stock Repurchase Program</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The board of directors of the General Partner previously authorized a </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$750.0 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> common unit repurchase program, which has been ratified and continued by the Company’s board of directors with respect to the repurchase of the Company’s Class A Common Stock, excluding excise tax, over an indefinite period of time. </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company intends to purchase shares of Class A Common Stock un</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">der the repurchase program opportunistically with funds from cash on hand, free cash flow from operatio</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ns and potential l</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">iquidity events such as the sale of assets. This repurchase program may be suspended from time to time, modified, extended or discontinued by the board of directors of </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the Company at any time.</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended December 31, 2023, 2022 and 2021, repurchases under the repurchase program totaled $95.2 million, $150.6 million, and $46.0 million, respectively. Repurchases for the year ended December 31, 2023 include approximately $28.7 million for the repurchase of 1.0 million shares of Class A Common Stock from GRP in a privately negotiated transaction in the fourth quarter of 2023. Repurchases for the year ended December 31, 2022 include approximately $37.3 million for the repurchase of 1.5 million shares of Class A Common Stock from a significant shareholder in a privately negotiated transaction. As of December 31, 2023, $434.2 million remains available under the repurchase program, excluding excise tax.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Changes in Ownership of Consolidated Subsidiaries</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-controlling interest in the accompanying consolidated financial statements represents Diamondback’s ownership in the net assets of the Operating Company. Diamondback’s relative ownership interest in the Operating Company can change due to the Company’s public offerings of shares, issuance of shares for acquisitions, issuance of share-based compensation, repurchases of common shares and distribution equivalent rights paid on the Company’s shares. These changes in ownership percentage result in adjustments to non-controlling interest and stockholders’ equity, tax effected, but do not impact earnings. </span></div><div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the changes in stockholders’ equity due to changes in ownership interest during the period:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:59.133%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.769%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to the Company</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200,088 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,939 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in ownership of consolidated subsidiaries </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101,632)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(93,473)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98,456 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209,926 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(35,534)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash Dividends</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The board of directors of the Company has established a dividend policy, consistent with the pre-Conversion distribution policy, whereby the Operating Company distributes all or a portion of its available cash on a quarterly basis to its unitholders (including Diamondback and the Company) and the Company in turn distributes all or a portion of the available cash it receives from the Operating Company to shareholders of its Class A Common Stock. The Company currently intends to pay quarterly variable dividends of at least 75% of its available cash less the base dividend declared and the amount paid in stock repurchases as part of the Company’s buyback program for the applicable quarter. Additionally, the Company’s board of directors approved excluding the $28.7 million one-time share repurchase from GRP that occurred in November 2023 from the calculation of cash available for distribution for the fourth quarter of 2023.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s available cash and the available cash of the Operating Company for each quarter, a non-GAAP measure, is determined by the Company’s board of directors following the end of such quarter. The Company expects that its available cash will generally equal the Adjusted EBITDA attributable to the Company for the applicable quarter, less cash needed for income taxes payable, debt service, contractual obligations, fixed charges and reserves for future operating or capital needs that the Company’s board of directors deems necessary or appropriate, lease bonus income (net of applicable taxes), distribution equivalent rights payments and preferred distributions. </span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The percentage of cash available for distribution by the Operating Company pursuant to the distribution policy may change quarterly to enable the Operating Company to retain cash flow to help strengthen the Company’s balance sheet while also expanding the return of capital program through the Company’s stock repurchase program.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is also required to pay a quarterly preferred dividend in respect of its Class B Common Stock in the aggregate amount of $20,000 per quarter, which is consistent with the Partnership’s pre-Conversion preferred distribution requirement. Other than the preferred dividend requirement, the Company is not required to pay dividends to its common stockholders on a quarterly or other basis, and declaration of any other dividends in the future will be solely in the discretion of the Company’s board of directors.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2023, 2022 and 2021 (in thousands, except for per unit amounts):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:7.525%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:8.110%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.449%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:8.987%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.864%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:14.104%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:14.554%"></td><td style="width:0.1%"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Period</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amount per Operating Company Unit</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Operating Company Distributions to Diamondback</span></div></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amount per Common Unit</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Common Unitholders</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:700;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Declaration Date</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unitholder Record Date</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Payment Date</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q4 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.14 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,699 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.14 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,162 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">February 19, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 4, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 11, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q1 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,678 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,230 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">April 27, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 13, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 20, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q2 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,936 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,235 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">July 28, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 12, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 19, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q3 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">34,469 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">October 27, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 11, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 18, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q4 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,634 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,238 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">February 16, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 4, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 11, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q1 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.70 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">63,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">51,680 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">April 27, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 12, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 19, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q2 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.87 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">78,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">60,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">July 26, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 16, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 23, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q3 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">47,170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 3, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 17, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 25, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q4 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">48,983 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,683 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">February 15, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 3, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 10, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q1 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.42 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38,097 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.33 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,797 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">April 26, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 11, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 18, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q2 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39,912 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,563 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">July 25, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 10, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 17, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q3 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.70 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">63,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49,126 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 2, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 16, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 24, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:6.34pt">Payments made prior to the Conversion include amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback. Payments made after the Conversion include amounts paid to shareholders of Class A Common Stock, including the 7,946,507 shares of Class A Common Stock owned by Diamondback.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash dividends will be made to the common stockholders of record on the applicable record date, generally within 60 days after the end of each quarter.</span></div><div style="text-align:justify;text-indent:54pt"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Allocation of Net Incom</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Partnership, as the previous managing member of the Operating Company, had an agreement, as amended on December 28, 2021, whereby special allocations of the Operating Company’s income and gains over losses and deductions (but before depletion) were made to Diamondback through December 31, 2022. These special income allocations reduced the taxable income allocated to the Partnership’s common unitholders during 2022 and 2021.</span></div> 86144273 86144273 90709946 90709946 7946507 90709946 0.56 90709946 0.51 1 1 1 7220000 27.72 200000000 750000000 95200000 150600000 46000000 28700000 1000000 37300000 1500000 434200000 <div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the changes in stockholders’ equity due to changes in ownership interest during the period:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:59.133%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.769%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to the Company</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200,088 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,939 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in ownership of consolidated subsidiaries </span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(101,632)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">58,253 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(93,473)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98,456 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209,926 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(35,534)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 200088000 151673000 57939000 -101632000 58253000 -93473000 98456000 209926000 -35534000 0.75 28700000 20000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:115%">The following table presents information regarding cash distributions and dividends paid during the years ended December 31, 2023, 2022 and 2021 (in thousands, except for per unit amounts):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:7.525%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:8.110%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.449%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:8.987%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.864%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:14.104%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:14.554%"></td><td style="width:0.1%"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Period</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amount per Operating Company Unit</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Operating Company Distributions to Diamondback</span></div></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Amount per Common Unit</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Common Unitholders</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:700;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Declaration Date</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Unitholder Record Date</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Payment Date</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q4 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.14 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12,699 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.14 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,162 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">February 19, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 4, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 11, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q1 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">22,678 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">16,230 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">April 27, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 13, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 20, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q2 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">29,936 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.33 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">21,235 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">July 28, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 12, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 19, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q3 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">34,469 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.38 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">30,118 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">October 27, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 11, 2021</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 18, 2021</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q4 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">42,634 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,238 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">February 16, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 4, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 11, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q1 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.70 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">63,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">51,680 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">April 27, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 12, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 19, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q2 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.87 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">78,918 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">60,626 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">July 26, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 16, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 23, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q3 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.52 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">47,170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.49 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">36,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 3, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 17, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 25, 2022</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q4 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.54 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">48,983 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.49 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">35,683 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">February 15, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 3, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">March 10, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q1 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.42 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">38,097 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.33 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">23,797 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">April 26, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 11, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">May 18, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q2 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">39,912 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.36 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">25,563 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">July 25, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 10, 2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">August 17, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Q3 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.70 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">63,497 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">0.57 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">49,126 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 2, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 16, 2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:400;line-height:100%">November 24, 2023</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:6.34pt">Payments made prior to the Conversion include amounts paid to Diamondback for the 731,500 common units then beneficially owned by Diamondback. Payments made after the Conversion include amounts paid to shareholders of Class A Common Stock, including the 7,946,507 shares of Class A Common Stock owned by Diamondback.</span></div> 0.14 12699000 0.14 9162000 0.25 22678000 0.25 16230000 0.33 29936000 0.33 21235000 0.38 34469000 0.38 30118000 0.47 42634000 0.47 36238000 0.70 63497000 0.67 51680000 0.87 78918000 0.81 60626000 0.52 47170000 0.49 36076000 0.54 48983000 0.49 35683000 0.42 38097000 0.33 23797000 0.44 39912000 0.36 25563000 0.70 63497000 0.57 49126000 731500 7946507 P60D EARNINGS PER COMMON SHARE<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The net income (loss) per share of Class A Common Stock on the consolidated statements of operations is based on the net income (loss) attributable to the Company’s Class A Common Stock for the year ended December 31, 2023, and common units for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, the Partnership’s net income (loss) was allocated wholly to the common unitholders, as the General Partner did not have an economic interest. Payments made to the Company’s stockholders are determined in relation to the cash dividend policy described in Note 7—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_193" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Stockholders' Equity</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic and diluted earnings per share of the Company’s Class A Common Stock are calculated using the two-class method. The two-class method is an earnings allocation proportional to the respective ownership among holders of Class A Common Stock and participating securities. Basic net income (loss) per share of Class A Common Stock is calculated by dividing net income (loss) by the weighted-average shares of Class A Common Stock outstanding during the period. Diluted net income (loss) per share of Class A Common Stock gives effect, when applicable, to unvested shares of Class A Common Stock granted under the LTIP.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:61.326%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.034%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.034%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.038%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands, except per share amounts)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to the period</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200,088 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,939 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: net income (loss) allocated to participating securities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">365 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to common stockholders</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">199,789 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,308 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average common shares outstanding:</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75,612 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68,319 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of dilutive securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Potential common shares issuable</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,176 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75,679 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68,391 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) per common stock, basic</span></div></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.69 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.00 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.85 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) per common stock, diluted</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.85 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)    Unvested restricted stock shares that contain non-forfeitable distribution equivalent rights granted are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.</span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2)    For the years ended December 31, 2023 and 2022, no significant potential common shares were excluded from the computation of diluted earnings per common share. For the year ended December 31, 2021, 10,160 potential common shares were excluded in the computation of diluted earnings per common share because their inclusion would have been anti-dilutive.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the components of basic and diluted earnings per common share is presented in the table below:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:61.326%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.034%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.034%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.038%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands, except per share amounts)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to the period</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">200,088 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,673 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,939 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: net income (loss) allocated to participating securities</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">365 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">193 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) attributable to common stockholders</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">199,789 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,308 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,746 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average common shares outstanding:</span></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Basic weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75,612 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68,319 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effect of dilutive securities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:24.75pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Potential common shares issuable</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Diluted weighted average common shares outstanding</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,176 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">75,679 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">68,391 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) per common stock, basic</span></div></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.69 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.00 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.85 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income (loss) per common stock, diluted</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.69 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.00 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.85 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)    Unvested restricted stock shares that contain non-forfeitable distribution equivalent rights granted are considered participating securities and therefore are included in the earnings per share calculation pursuant to the two-class method.</span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(2)    For the years ended December 31, 2023 and 2022, no significant potential common shares were excluded from the computation of diluted earnings per common share. For the year ended December 31, 2021, 10,160 potential common shares were excluded in the computation of diluted earnings per common share because their inclusion would have been anti-dilutive.</span></div> 200088000 151673000 57939000 299000 365000 193000 199789000 151308000 57746000 74176000 75612000 68319000 0 67000 72000 74176000 75679000 68391000 2.69 2.00 0.85 2.69 2.00 0.85 0 0 10160 INCOME TAXES<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s total income tax expense and benefit for the years ended December 31, 2023 and 2022, respectively, differed from amounts computed by applying the United States federal statutory tax rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and the impact of reductions to the valuation allowance in 2023 and in 2022. For the year ended December 31, 2021, total income tax expense differed from amounts computed by applying the United States federal statutory rate to pre-tax income for the period primarily due to net income attributable to the non-controlling interest and maintaining a valuation allowance on the Company’s deferred tax assets.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of the provision for income taxes and effective tax rates for the years ended December 31, 2023, 2022 and 2021 are as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:55.478%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.938%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax provision (benefit):</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,414 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,929 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,218 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,538 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,074 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">303 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current income tax provision (benefit)</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,952 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,003 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,521 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax provision (benefit):</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,532)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,656)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(468)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred income tax provision (benefit)</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,000)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,656)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision (benefit) from income taxes</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,952 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32,653)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,521 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effective tax rates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:55.478%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.938%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit) at the federal statutory rate (21%)</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114,931 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130,694 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,221 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impact of nontaxable noncontrolling interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(63,263)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105,699)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(41,735)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax expense (benefit), net of federal tax effect</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,657 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">846 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">262 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,281)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58,443)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,175)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(51)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(52)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for (benefit from) income taxes</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,952 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32,653)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,521 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="margin-top:5pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:70.098%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.937%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss and capital loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment in the Operating Company</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148,003 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,179 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148,073 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113,523)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(98,417)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 55pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,656 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,656 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 73pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,656 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,656 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:center"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At December 31, 2023, the Company has net deferred tax assets of approximately $56.7 million, including immaterial federal capital loss carryforwards expiring in 2026 and immaterial state operating loss carryforwards. Deferred taxes are provided on the difference between the Company’s basis for financial accounting purposes and basis for federal income tax purposes in its investment in the Operating Company.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended December 31, 2023 and 2022, the Company recognized discrete income tax benefits of $7.0 million and $49.7 million, respectively, related to a partial release of its beginning-of-the-year valuation allowance, based on a change in judgment about the realizability of its deferred tax assets in future years.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company principally operates in the state of Texas. For the years ended December 31, 2023 and 2022, the Company recognized $2.5 million and $1.1 million, respectively, in state income tax expense primarily for its share of Texas margin tax attributable to the Company’s results which are included in a combined tax return filed by Diamondback. At December 31, 2023, the Company did not have any significant uncertain tax positions requiring recognition in the financial statements. The Company’s 2020 through 2023 tax years remain open to examination by tax authorities.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Inflation Reduction Act of 2022 (“IRA”) was enacted on August 16, 2022, and imposed an excise tax of 1% on the fair market value of certain public company stock repurchases for tax years beginning after December 31, 2022, and included several other provisions applicable to U.S. income taxes for corporations. The Company did not accrue excise tax during the year ended December 31, 2023 due to stock issuances exceeding stock repurchases for the year.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of the provision for income taxes and effective tax rates for the years ended December 31, 2023, 2022 and 2021 are as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:55.478%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.938%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax provision (benefit):</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,414 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,929 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,218 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,538 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,074 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">303 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current income tax provision (benefit)</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">52,952 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,003 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,521 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax provision (benefit):</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,532)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,656)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(468)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred income tax provision (benefit)</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,000)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(49,656)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision (benefit) from income taxes</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,952 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32,653)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,521 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Effective tax rates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5.2)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 50414000 15929000 1218000 2538000 1074000 303000 52952000 17003000 1521000 -6532000 -49656000 0 -468000 0 0 -7000000 -49656000 0 45952000 -32653000 1521000 0.084 -0.052 0.006 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the statutory federal income tax amount to the recorded expense is as follows:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:55.478%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.938%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense (benefit) at the federal statutory rate (21%)</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">114,931 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">130,694 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,221 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Impact of nontaxable noncontrolling interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(63,263)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(105,699)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(41,735)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State income tax expense (benefit), net of federal tax effect</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,657 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">846 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">262 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,281)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(58,443)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(11,175)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other, net</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(51)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(52)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for (benefit from) income taxes</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,952 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32,653)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,521 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 114931000 130694000 54221000 63263000 105699000 41735000 1657000 846000 262000 -7281000 -58443000 -11175000 -92000 -51000 -52000 45952000 -32653000 1521000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:70.098%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.935%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.937%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss and capital loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment in the Operating Company</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,164 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148,003 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,179 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148,073 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 37pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(113,523)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(98,417)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 55pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,656 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,656 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 73pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets (liabilities)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,656 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,656 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 15000 70000 170164000 148003000 170179000 148073000 113523000 98417000 56656000 49656000 56656000 49656000 56700000 0 -7000000 -49700000 2500000 1100000 DERIVATIVES<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During 2023, the Company used fixed price swap contracts, fixed price basis swap contracts and costless collars with corresponding put and call options to reduce price volatility associated with certain of its royalty income. At December 31, 2023, the Company has puts, costless collars and fixed price basis swap contracts outstanding.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s derivative contracts are based upon reported settlement prices on commodity exchanges, with put contracts for oil based on WTI Cushing and fixed price basis swaps for oil based on the spread between the WTI Cushing crude oil price and the Argus WTI Midland crude oil price. The Company’s fixed price basis swaps for natural gas are for the spread between the Waha Hub natural gas price and the Henry Hub natural gas price. The weighted average differential represents the </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">amount of reduction to the WTI Cushing oil price and the Waha Hub natural gas price for the notional volumes covered by the basis swap contracts. Under the Company’s costless collar contracts, each collar has an established floor price and ceiling price. When the settlement price is below the floor price, the counterparty is required to make a payment to the Company, and when the settlement price is above the ceiling price, the Company is required to make a payment to the counterparty. When the settlement price is between the floor and the ceiling, there is no payment required.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">By using derivative instruments to economically hedge exposure to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company’s counterparties are all participants in the amended and restated credit facility, which is secured by substantially all of the assets of the Operating Company; therefore, the Company is not required to post any collateral. The Company’s counterparties have been determined to have an acceptable credit risk; therefore, the Company does not require collateral from its counterparties.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:10.157%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.087%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.718%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:6.648%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.619%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.864%"></td><td style="width:0.1%"></td><td colspan="3" style="display:none"></td><td style="width:1.0%"></td><td style="width:10.157%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.157%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:6.794%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:6.799%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Swaps</span></td><td colspan="3" style="display:none"></td><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Collars</span></td><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Puts</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Settlement Month</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Settlement Year</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Type of Contract</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Bbls/MMBtu Per Day</span></div></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Index</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Differential</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Floor Price</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Ceiling Price</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Strike Price</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Premium</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OIL</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Mar.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Puts</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">16,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$58.13</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.54)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Apr. - Jun.</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Puts</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">14,000</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$59.29</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.51)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jul. - Dec.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Puts</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$55.00</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.53)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Jun.</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Costless Collar</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">6,000</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$65.00</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$95.55</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jul. - Dec.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Costless Collar</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">4,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$55.00</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$93.66</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">NATURAL GAS</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Dec.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Basis Swaps</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">30,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Waha Hub</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.20)</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Dec.</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Basis Swaps</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">40,000</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Waha Hub</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(0.68)</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr></table></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Balance Sheet Offsetting of Derivative Assets and Liabilities</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of derivative instruments is generally determined using established index prices and other sources which are based upon, among other things, futures prices and time to maturity. These fair values are recorded by netting asset and liability positions, including any deferred premiums, that are with the same counterparty and are subject to contractual terms which provide for net settlement. See Note 11—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_205" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Fair Value Measurements</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further details.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Gains and Losses on Derivative Instruments</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:58.987%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.769%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gain (loss) on derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,793)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(18,138)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(69,409)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net cash receipts (payments) on derivatives</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,319)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31,319)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92,585)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:6.34pt">The year ended December 31, 2022 includes cash paid on commodity contracts terminated prior to their contractual maturity of $6.6 million.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023, the Company had the following outstanding derivative contracts. When aggregating multiple contracts, the weighted average contract price is disclosed.</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:10.157%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.087%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.718%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:6.648%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.619%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.864%"></td><td style="width:0.1%"></td><td colspan="3" style="display:none"></td><td style="width:1.0%"></td><td style="width:10.157%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:10.157%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:6.794%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:6.799%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Swaps</span></td><td colspan="3" style="display:none"></td><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Collars</span></td><td colspan="6" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Puts</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Settlement Month</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Settlement Year</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Type of Contract</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Bbls/MMBtu Per Day</span></div></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Index</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Differential</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Floor Price</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Weighted Average Ceiling Price</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Strike Price</span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Deferred Premium</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">OIL</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Mar.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Puts</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">16,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$58.13</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.54)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Apr. - Jun.</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Puts</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">14,000</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$59.29</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.51)</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jul. - Dec.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Puts</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$55.00</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.53)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Jun.</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Costless Collar</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">6,000</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$65.00</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$95.55</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jul. - Dec.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Costless Collar</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">4,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">WTI Cushing</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$55.00</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$93.66</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">NATURAL GAS</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Dec.</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2024</span></div></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Basis Swaps</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">30,000</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Waha Hub</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(1.20)</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Jan. - Dec.</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">2025</span></div></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Basis Swaps</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">40,000</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Waha Hub</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$(0.68)</span></td><td colspan="3" style="display:none"></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">$—</span></td></tr></table></div> 16000 0 0 0 58.13 -1.54 14000 0 0 0 59.29 -1.51 2000 0 0 0 55.00 -1.53 6000 0 65.00 95.55 0 0 4000 0 55.00 93.66 0 0 30000 -1.20 0 0 0 0 40000 -0.68 0 0 0 0 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the gains and losses on derivative instruments included in the consolidated statements of operations and the net cash receipts (payments) on derivatives for the periods presented:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:58.987%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.384%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.765%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.769%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gain (loss) on derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(25,793)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(18,138)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(69,409)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net cash receipts (payments) on derivatives</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,319)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(31,319)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(92,585)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:6.34pt">The year ended December 31, 2022 includes cash paid on commodity contracts terminated prior to their contractual maturity of $6.6 million.</span></div> -25793000 -18138000 -69409000 -13319000 -31319000 -92585000 6600000 FAIR VALUE MEASUREMENTS<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="padding-left:36pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="padding-left:36pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="padding-left:36pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets and Liabilities Measured at Fair Value on a Recurring Basis</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain assets and liabilities are reported at fair value on a recurring basis on the Company’s consolidated balance sheets, including the Company’s derivative instruments. The fair values of the Company’s derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. These valuations are Level 2 in</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">puts in the fair value hierarchy. The net amounts are classified as current or noncurrent based on their anticipated settlement dates.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as of December 31, 2023 and December 31, 2022.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.498%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">358 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.426%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.352%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,328 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">442 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets and Liabilities Not Recorded at Fair Value</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:38.812%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.379%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2023</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Carrying Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Carrying Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Debt:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving credit facility </span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.375% senior notes due 2027</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">425,949 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">422,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">424,895 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">411,634 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.375% senior notes due 2031</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">394,133 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">418,408 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) The carrying value includes associated deferred loan costs and any discount.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of the Operating Company’s revolving credit facility approximates the carrying value based on borrowing rates available to the Company for bank loans with similar terms and maturities and is classified as Level 2 in the fair value hierarchy. The fair value of the Notes was determined using the December 31, 2023 quoted market price, a Level 1 classification in the fair value hierarchy.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain assets and liabilities are measured at fair value on a nonrecurring basis in certain circumstances. These assets and liabilities can include mineral and royalty interests acquired in asset acquisitions and subsequent write-downs of the Company’s proved oil and natural gas interests to fair value when they are impaired or held for sale.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">See Note 2—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_178" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Summary of Significant Accounting Policies</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and Note 5—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_187" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Oil and Natural Gas Interests</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further discussion of non-recurring fair value adjustments. </span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fair Value of Financial Assets</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has other financial instruments consisting of cash and cash equivalents, royalty income receivable, income tax receivable, prepaid expenses, other assets, accounts payable, accrued liabilities and income taxes payable. The carrying value of these instruments approximate their fair value because of the short-term nature of the instruments.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair values of its assets and liabilities.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="padding-left:36pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="padding-left:36pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="padding-left:36pt;text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 - Unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value.</span></div><div style="padding-left:36pt;text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Assets and Liabilities Measured at Fair Value on a Recurring Basis</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain assets and liabilities are reported at fair value on a recurring basis on the Company’s consolidated balance sheets, including the Company’s derivative instruments. The fair values of the Company’s derivative contracts are measured internally using established commodity futures price strips for the underlying commodity provided by a reputable third party, the contracted notional volumes, and time to maturity. These valuations are Level 2 in</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">puts in the fair value hierarchy. The net amounts are classified as current or noncurrent based on their anticipated settlement dates.</span></div> <div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as of December 31, 2023 and December 31, 2022.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.498%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">358 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.426%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.352%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,328 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">442 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> <div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as of December 31, 2023 and December 31, 2022.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.498%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">358 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.426%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.352%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,328 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">442 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> <div style="text-align:justify;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides (i) fair value measurement information for financial assets and liabilities measured at fair value on a recurring basis, (ii) </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the gross amounts of recognized derivative assets and liabilities, (iii) the amounts offset under master netting arrangements with counterparties, and (iv) the resulting net amounts presented in the Company’s consolidated balance sheets </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as of December 31, 2023 and December 31, 2022.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.498%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2023</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,040 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">358 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,643 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,682)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,961 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,378 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,177)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">201 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:34.426%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:7.818%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.572%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.496%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.352%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">As of December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total Gross Fair Value</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Gross Amounts Offset in Balance Sheet</span></td><td colspan="3" style="border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Net Fair Value Presented in Balance Sheet</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="18" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Assets:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,296 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,328 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,911 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">442 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Liabilities:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,968)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Non-current:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 24.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative instruments</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 0 7040000 0 7040000 6682000 358000 0 1269000 0 1269000 1177000 92000 0 9643000 0 9643000 6682000 2961000 0 1378000 0 1378000 1177000 201000 0 13296000 0 13296000 3968000 9328000 0 1911000 0 1911000 1469000 442000 0 3968000 0 3968000 3968000 0 0 1476000 0 1476000 1469000 7000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table provides the fair value of financial instruments that are not recorded at fair value in the consolidated balance sheets:</span></div><div style="text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:38.812%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.373%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.379%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2023</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Carrying Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Carrying Value</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair Value</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="21" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Debt:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revolving credit facility </span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.375% senior notes due 2027</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">425,949 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">422,122 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">424,895 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">411,634 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.375% senior notes due 2031</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">394,133 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">418,408 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1) The carrying value includes associated deferred loan costs and any discount.</span></div> 263000000 263000000 152000000 152000000 0.05375 425949000 422122000 424895000 411634000 0.07375 394133000 418408000 0 0 COMMITMENTS AND CONTINGENCIES<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is a party to various routine legal proceedings, disputes and claims from time to time arising in the ordinary course of its business. While the ultimate outcome of any pending proceedings, disputes or claims, and any resulting impact on the Company, cannot be predicted with certainty, the Company’s management believes that none of these matters, if ultimately decided adversely, will have a material adverse effect on the Company’s financial condition, results of operations or </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">cash flows. The Company’s assessment is based on information known about the pending matters and its experience in contesting, litigating and settling similar matters. Actual outcomes could differ materially from the Company’s assessment. The Company records reserves for contingencies related to outstanding legal proceedings, disputes or claims when information available indicates that a loss is probable and the amount of the loss can be reasonably estimated.</span></div> SUBSEQUENT EVENTS<div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash Dividend</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On February 15, 2024, the board of directors of the Company approved a cash dividend for the fourth quarter of 2023 of 0.56 per share of Class A Common Stock and $0.69 per Operating Company unit, in each case, payable on March 12, 2024, to stockholders of record at the close of business on March 5, 2024. The dividend on Class A Common Stock consists of a base quarterly dividend of $0.27 per share and a variable quarterly dividend of $0.29 per share.</span></div> 0.56 0.69 0.27 0.29 SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)<div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s oil and natural gas reserves are attributable solely to properties within the United States.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Capitalized oil and natural gas costs</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Aggregate capitalized costs related to oil and natural gas production activities with applicable accumulated depreciation, depletion and amortization are as follows:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:68.929%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.519%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.522%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="9" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil and natural gas interests:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Proved</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,859,642 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,167,598 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unproved</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,769,341 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,297,221 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total oil and natural gas interests</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,628,983 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,464,819 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depletion and impairment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(866,352)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(720,234)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net oil and natural gas interests capitalized</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,762,631 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,744,585 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Costs incurred in oil and natural gas activities</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs incurred in oil and natural gas property acquisition activities are as follows:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"></td><td style="width:56.293%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.809%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.516%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.518%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition costs:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Proved properties</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">402,659 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,307 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138,882 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unproved properties</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">758,342 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,624 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479,041 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,161,001 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,931 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">617,923 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Results of Operations from Oil and Natural Gas Producing Activities</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Substantially all of the Company’s producing activities are from oil and natural gas activities and are included in the “—</span><span style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;text-decoration:underline"><a href="#if89f74db576643c0b32ebd3444e95d68_163" style="color:#0000ff;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;text-decoration:underline">Consolidated Statements of Operations</a></span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">”</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> above.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Oil and Natural Gas Reserves</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Proved oil and natural gas reserve estimates and their associated future net cash flows were prepared by our internal reservoir engineers and audited by Ryder Scott Company, L.P., independent petroleum engineers, as of December 31, 2023 and 2022 and prepared by Ryder Scott as of December 31, 2021. The reserve estimates represent the Company’s net revenue interest in the Company’s properties. Proved reserves were estimated in accordance with guidelines established by the SEC, which require that reserve estimates be prepared under existing economic and operating conditions based upon SEC Prices for </span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the periods ended December 31, 2023, 2022 and 2021, respectively. Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for undeveloped acreage. All of the Company’s proved reserves included in the reserve reports are located in the continental United States. Although the estimates are believed to be reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents changes in estimated proved reserves, which were prepared in accordance with the rules and regulations of the SEC.</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.976%"><tr><td style="width:1.0%"></td><td style="width:47.644%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.159%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.538%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.159%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.538%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.159%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.538%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.165%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Oil<br/>(MBbls)</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Natural Gas<br/>(MMcf)</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Natural Gas Liquids<br/>(MBbls)</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total (MBOE)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:700;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Proved Developed and Undeveloped Reserves:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,530 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,953 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,392 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase of reserves in place</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,549 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,264 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,256 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,256 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,182 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions of previous estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,544)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,339)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(918)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(180)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(681)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(114)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(409)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Production</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,068)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,672)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,913)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10,260)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2021</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,240 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183,690 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,033 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,888 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase of reserves in place</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">599 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,186 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,006 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,714 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,281 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,858 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions of previous estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,453 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,248 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,483 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,477 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(905)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(564)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,047)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Production</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,097)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15,868)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,540)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,282)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2022</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,004 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209,964 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,902 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148,900 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase of reserves in place</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,469 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,011 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,006 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,977 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,636 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,632 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,150 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,558 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions of previous estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,178)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,101 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,466 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Production</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,028)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19,130)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,108)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14,324)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89,903 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,578 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,416 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179,249 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Proved Developed Reserves:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,280 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">134,485 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,817 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161,119 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,621 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107,291 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,043 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">221,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,417 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143,371 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Proved Undeveloped Reserves:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,960 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,205 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,557 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,718 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,187 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,845 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,281 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,609 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,860 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,116 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,999 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35,878 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)    Includes total proved reserves of 91,417 MBOE, 81,895 MBOE, 69,060 MBOE and 57,647 MBOE as of December 31, 2023, 2022, 2021 and 2020, respectively, attributable to a non-controlling interest in the Company.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revisions represent changes in previous reserves estimates, either upward or downward, resulting from new information normally obtained from development drilling and production history or resulting from a change in economic factors, such as commodity prices, operating costs or development costs.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2023, the Company’s total extensions and discoveries of 25,558 MBOE resulted primarily from the drilling of 904 new wells and from 179 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 138 MBOE consist of positive revisions of 5,688 MBOE primarily attributable to performance revisions which were largely offset by PUD downgrades of 5,548 MBOE. Total purchases of reserves in place of 18,977 MBOE resulted primarily from the GRP Acquisition and other acquisitions of certain mineral and royalty interests.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2022, the Company’s total extensions and discoveries of 25,858 MBOE resulted primarily from the drilling of 636 new wells and from 199 new proved undeveloped locations added. The Company’s total positive revisions of previous estimated quantities of 8,477 MBOE were due to positive revisions of 15,484 MBOE attributable to price and performance revisions which were largely offset by PUD downgrades of 7,007 MBOE. Total purchases of reserves in place of 1,006 MBOE resulted from multiple acquisitions of certain mineral and royalty interests.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2021, the Company’s total extensions and discoveries of 30,981 MBOE resulted primarily from the drilling of 407 new wells and from 336 new proved undeveloped locations added. The Company’s total negative revisions of previous estimated quantities of 918 MBOE were due to PUD downgrades of 11,263 MBOE which were largely offset by positive revisions of 10,345 MBOE attributable to price and performance revisions. Total purchases of reserves in place of 9,102 MBOE resulted from multiple acquisitions of certain mineral and royalty interests, including the Swallowtail Acquisition.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Proved Undeveloped Reserves</span></div><div style="text-align:justify;text-indent:11.25pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2023, the Company’s PUD reserves totaled 20,860 MBbls of oil, 42,116 MMcf of natural gas and 7,999 MBbls of natural gas liquids, for a total of 35,878 MBOE. PUDs will be converted from undeveloped to developed as the applicable wells begin production. The Company’s PUD reserves were from 529 horizontal wells, all of which Diamondback operates. Of the horizontal locations, 154 are Middle Spraberry/Jo Mill wells, 140 are Wolfcamp A wells, 120 are Lower Spraberry wells, 74 are Wolfcamp B wells, 35 are Bone Spring wells and six are Dean wells.</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table includes the changes in PUD reserves for 2023:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:84.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.520%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(MBOE)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Beginning proved undeveloped reserves at December 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,609 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Undeveloped reserves transferred to developed</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,021)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,341)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,097 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Ending proved undeveloped reserves at December 31, 2023</span></div></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35,878 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify;text-indent:24.75pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The decrease in PUD reserves was primarily attributable to the conversion of 13,021 MBOE of PUD reserves into proved developed reserves and downward revisions of 5,341 MBOE primarily attributable to PUD downgrades of 5,548 MBOE. These reductions in PUD reserves were partially offset by positive additions of 10,097 MBOE, primarily from 179 new horizontal well locations attributable to extensions resulting from strategic drilling of wells to delineate our acreage position and acquisitions of 2,534 MBOE.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">All of the Company’s PUD drilling locations are scheduled to be drilled within five years from the date they were initially recorded. As of December 31, 2023, none of the Company’s total proved reserves were classified as proved developed non-producing.</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Standardized Measure of Discounted Future Net Cash Flows</span></div><div style="text-align:justify"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The standardized measure of discounted future net cash flows is based on SEC Prices. The projections should not be viewed as realistic estimates of future cash flows, nor should the “standardized measure” be interpreted as representing current value to the Company. Material revisions to estimates of proved reserves may occur in the future; development and production of the reserves may not occur in the periods assumed; actual prices realized are expected to vary significantly from those used; and actual costs may vary. </span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2023, 2022 and 2021:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"></td><td style="width:53.512%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.542%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future cash inflows</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,493,617 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,072,969 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,763,433 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future production taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(593,840)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729,256)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(416,761)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future income tax expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(934,392)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,465,160)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(572,991)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future net cash flows</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,965,385 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,878,553 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,773,681 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10% discount to reflect timing of cash flows</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,778,499)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,424,457)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,680,564)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Standardized measure of discounted future net cash flows</span><span style="color:#3051f2;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,186,886 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,454,096 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,093,117 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)    Includes a 51%, 55% and 54% non-controlling interest in the Company at December 31, 2023, 2022 and 2021, respectively. </span></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"></td><td style="width:53.512%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.542%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil (per Bbl)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77.93 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95.04 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64.87 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas (per Mcf)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.74 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas liquids (per Bbl)</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.79 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25.93 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:65.859%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.426%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.426%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.429%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Standardized measure of discounted future net cash flows at the beginning of the period</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,454,096 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,093,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,023,594 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Purchase of minerals in place</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">473,742 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,331 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,205 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Divestiture of reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(30,076)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,402)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Sales of oil and natural gas, net of production costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(666,709)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(781,604)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(468,976)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">626,854 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">844,010 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">615,762 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Net changes in prices and production costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,405,205)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,131,202 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">863,458 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Revisions of previous quantity estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,726 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">309,338 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Net changes in income taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">212,391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(393,652)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(243,186)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Accretion of discount</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">427,998 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">234,717 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,446 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Net changes in timing of production and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,713 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,572)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Standardized measure of discounted future net cash flows at the end of the period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,186,886 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,454,096 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,093,117 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 2859642000 2167598000 1769341000 1297221000 4628983000 3464819000 866352000 720234000 3762631000 2744585000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs incurred in oil and natural gas property acquisition activities are as follows:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"></td><td style="width:56.293%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.809%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.516%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:12.518%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition costs:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Proved properties</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">402,659 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,307 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138,882 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unproved properties</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">758,342 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,624 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">479,041 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25.75pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,161,001 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">62,931 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">617,923 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 402659000 46307000 138882000 758342000 16624000 479041000 1161001000 62931000 617923000 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents changes in estimated proved reserves, which were prepared in accordance with the rules and regulations of the SEC.</span></div><div style="margin-top:5pt;text-align:center"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:98.976%"><tr><td style="width:1.0%"></td><td style="width:47.644%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.159%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.538%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.159%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.538%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.159%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.538%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:11.165%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Oil<br/>(MBbls)</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Natural Gas<br/>(MMcf)</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Natural Gas Liquids<br/>(MBbls)</span></td><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total (MBOE)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5.2pt;font-weight:700;line-height:100%;position:relative;top:-2.8pt;vertical-align:baseline">(1)</span></div></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Proved Developed and Undeveloped Reserves:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2020</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">57,530 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">119,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,953 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,392 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase of reserves in place</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,246 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,549 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,264 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,102 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,256 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,256 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,182 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions of previous estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,544)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,339)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(918)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(180)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(681)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(114)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(409)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Production</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,068)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,672)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,913)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(10,260)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2021</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,240 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">183,690 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,033 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127,888 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase of reserves in place</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">599 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,186 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,006 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,714 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,281 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,858 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions of previous estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,453 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,248 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,483 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,477 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Divestitures</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(905)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,469)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(564)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,047)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Production</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,097)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(15,868)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,540)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,282)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2022</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,004 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">209,964 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,902 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">148,900 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase of reserves in place</span></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,469 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">27,011 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,006 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,977 </span></td><td style="background-color:#cceeff;border-top:3pt double #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,636 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,632 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,150 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,558 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions of previous estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,178)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,101 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,466 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Production</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,028)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19,130)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,108)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14,324)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">As of December 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">89,903 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">263,578 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,416 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">179,249 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Proved Developed Reserves:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,280 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">134,485 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,476 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,170 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2022</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">54,817 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161,119 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,621 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">107,291 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2023</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,043 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">221,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,417 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">143,371 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Proved Undeveloped Reserves:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2021</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,960 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">49,205 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,557 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,718 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2022</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,187 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,845 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,281 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,609 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">December 31, 2023</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,860 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,116 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,999 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35,878 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(1)    Includes total proved reserves of 91,417 MBOE, 81,895 MBOE, 69,060 MBOE and 57,647 MBOE as of December 31, 2023, 2022, 2021 and 2020, respectively, attributable to a non-controlling interest in the Company.</span></div><div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table includes the changes in PUD reserves for 2023:</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:84.280%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.520%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">(MBOE)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Beginning proved undeveloped reserves at December 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,609 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Undeveloped reserves transferred to developed</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,021)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revisions</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(5,341)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchases</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,097 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Ending proved undeveloped reserves at December 31, 2023</span></div></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">35,878 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 57530000 119450000 21953000 99392000 5246000 9549000 2264000 9102000 17256000 39256000 7182000 30981000 -4544000 29788000 -1339000 -918000 180000 681000 114000 409000 6068000 13672000 1913000 10260000 69240000 183690000 28033000 127888000 599000 1186000 209000 1006000 15714000 29177000 5281000 25858000 1453000 15248000 4483000 8477000 905000 3469000 564000 2047000 7097000 15868000 2540000 12282000 79004000 209964000 34902000 148900000 10469000 27011000 4006000 18977000 13636000 34632000 6150000 25558000 -5178000 11101000 3466000 138000 8028000 19130000 3108000 14324000 89903000 263578000 45416000 179249000 49280000 134485000 19476000 91170000 54817000 161119000 25621000 107291000 69043000 221462000 37417000 143371000 19960000 49205000 8557000 36718000 24187000 48845000 9281000 41609000 20860000 42116000 7999000 35878000 91417000 81895000 69060000 57647000 25558000 904 179 138000 5688000 5548000 18977000 25858000 636 199 8477000 15484000 7007000 1006000 30981000 407 336 -918000 11263000 10345000 9102000 20860000 42116000 7999000 35878000 529 154 140 120 74 35 6 41609000 13021000 -5341000 2534000 10097000 35878000 13021000 -5341000 5548000 10097000 179 2534000 P5Y 0 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves as of December 31, 2023, 2022 and 2021:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"></td><td style="width:53.512%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.542%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future cash inflows</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,493,617 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,072,969 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,763,433 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future production taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(593,840)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(729,256)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(416,761)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future income tax expense</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(934,392)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,465,160)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(572,991)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 12.25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Future net cash flows</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,965,385 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,878,553 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,773,681 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10% discount to reflect timing of cash flows</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,778,499)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,424,457)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,680,564)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:11.25pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Standardized measure of discounted future net cash flows</span><span style="color:#3051f2;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,186,886 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,454,096 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,093,117 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div>(1)    Includes a 51%, 55% and 54% non-controlling interest in the Company at December 31, 2023, 2022 and 2021, respectively. 8493617000 10072969000 5763433000 593840000 729256000 416761000 934392000 1465160000 572991000 6965385000 7878553000 4773681000 3778499000 4424457000 2680564000 3186886000 3454096000 2093117000 0.51 0.55 0.54 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the SEC Prices as adjusted for differentials and contractual arrangements utilized in the computation of future cash inflows:</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.853%"><tr><td style="width:1.0%"></td><td style="width:53.512%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.541%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.532%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:13.542%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="display:none"></td><td colspan="3" style="display:none"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Oil (per Bbl)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77.93 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">95.04 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">64.87 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas (per Mcf)</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.54 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.74 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.97 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Natural gas liquids (per Bbl)</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23.79 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.95 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25.93 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 77.93 95.04 64.87 1.54 5.74 2.97 23.79 38.95 25.93 <div style="text-align:justify;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Principal changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved reserves are as follows:</span></div><div style="text-align:justify;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"></td><td style="width:65.859%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.426%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.426%"></td><td style="width:0.1%"></td><td style="width:0.1%"></td><td style="width:0.530%"></td><td style="width:0.1%"></td><td style="width:1.0%"></td><td style="width:9.429%"></td><td style="width:0.1%"></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Year Ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="3" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2023</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000000;padding:0 1pt"></td><td colspan="3" style="border-bottom:1pt solid #000000;border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"></td><td colspan="15" style="border-top:1pt solid #000000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Standardized measure of discounted future net cash flows at the beginning of the period</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,454,096 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,093,117 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,023,594 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Purchase of minerals in place</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">473,742 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,331 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">170,205 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Divestiture of reserves</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(30,076)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,402)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Sales of oil and natural gas, net of production costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(666,709)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(781,604)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(468,976)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Extensions and discoveries</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">626,854 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">844,010 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">615,762 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Net changes in prices and production costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,405,205)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,131,202 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">863,458 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Revisions of previous quantity estimates</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,726 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">309,338 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,788 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Net changes in income taxes</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">212,391 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(393,652)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(243,186)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Accretion of discount</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">427,998 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">234,717 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,446 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Net changes in timing of production and other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">60,993 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,713 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,572)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9.5pt;font-weight:400;line-height:100%">Standardized measure of discounted future net cash flows at the end of the period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,186,886 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,454,096 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,093,117 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"></td></tr></table></div> 3454096000 2093117000 1023594000 473742000 30331000 170205000 0 30076000 4402000 666709000 781604000 468976000 626854000 844010000 615762000 -1405205000 1131202000 863458000 2726000 309338000 45788000 212391000 -393652000 -243186000 427998000 234717000 103446000 60993000 16713000 -12572000 3186886000 3454096000 2093117000 false false false false The par values of the outstanding shares of Class A Common Stock and Class B Common Stock each round to zero at December 31, 2023

L.DV^R5V/ PG,JA9RDO MDBP=12S4+QV$%&^=6 G+!!YVQ<-.(3==1/(HS%I=BE"!M7!+:A2_8[()"ZM8 M+[^=,,.)WX=IJ6AA=!UGII$R))]6&AM] RY@"_W@"/(LEM/ZG'AS?B^LXVW- M 'X'K'9_L50R17..DZ#B7;J!=1C.<%3">B\U+W\:0^I;^X!J[ D)T9BM0;O MOR(!?\:1L COU<,81HA4 @YE:H6CS.&\0UM9+&D5<, .AZ'=,OC6, -IJ$6L-'M3^R/]!_VT1G9]8A8,?)!OWR*L M+:&'P#L]]&ALW")685=H^^-10Y2ZD14&&@?TV@C'WU1ZK0)3[!D67>(%?'== M+T6YQ!QLXCA@43#9?>K@[>W=DFIN;L-=T+/&(,8+TVYU=]V -\76KOMBP^PNX1/ M_P902P,$% @ 3X!66(E7'PN "0 [Q@ !D !X;"]W;W)K&ULK5G[4^,X$OY75%EF"ZH\P8\$ @-4P3SNYFIG9XIA[U%7 M]X-B*XEN;-EKR0G<7W]?M^S8A,#-[NT/@"VKN[]^J!_B8E/6W^Q**2?NB]S8 MR]'*N>K\^-BF*U5(.RXK9?!E4=:%='BME\>VJI7,F*C(C^,P/#DNI#:CJPM> M^U)?792-R[517VIAFZ*0]<.-RLO-Y2@:=0NW>KERM'!\=5')I?JJW"_5EQIO MQULNF2Z4L;HTHE:+R]%U='XSH?V\X:]:;>S@69 F\[+\1B\?L\M12(!4KE)' M'"3^K-5;E>?$"#!^;7F.MB*)C8%? MLM4K87[)L_SF3KS3-LU+V]1*_/-Z;EV-&/C7/FT]K\E^7G0NSFTE4W4Y0N!; M5:_5Z.K''Z*3\,T+2"=;I).7N#_K@1>I]F,B5N*GTBQ?.U47"$[8("UQ@*Q3 MF2@7PJV46)0Y3J(V2R%MMY9)IZS0)M,IGK)S 7>H8J[JK4OH5RP./QKL+QLK M36:/Q'2&4UC_ON+D459._T? M,&5#:&L;:5(%BUAGQ>%))"IM2 M70$;E"#@V*^A9&OEK][*'@$R6>-Y&JRLO9O9RP!Y2%#(V''XID?-"]&;H[&X M&R"M$2/(J/ 9:D=5EZE2&4>4K/!VKR%(Y0_B(#F;]+@#(1X5BAV;D6. 7#N\K9 9E,ORX+O+5/>K"GE3:'0!R M/K($>\2ML!&F)<]0J^?PTQX/-".Z:(J.2Y^ #F(<^WEW[+U'#';)[F#-R[KV ME8CZ*G^6#Z:S898#U(.H9\/N J5I%'"^U8WQ92RS_5\7HSCWV)I0]+7WMH :A72A4^"<,)&Y8L_T@WJ'G[-MDZ@I(X(H4KN M-?U+8Y 6&?XT(&%/M)JU7OG=#@7MHJD9V7=X=NA'[]=D^]Y4G-(-SP8O9%(2 MNWY.ZO<'P2.7,YC9<,7GQT,(VDBN<,R]02\N?2;AVM6#W%&74QD[;*/QNBF; M/!,KN48OD"(]4[RPOEP]]NBL!ZW#;FV[YK+PI#U[+CY7,H/;3I*!MB#'<&8= M5&3$'7;+2N/\G0XVR[74N9SGU#;6;7X?DOAS8Q"/&QP&3%U ]* MUE;X>-ZC'#>?! \/D==UP_,6M4EK"%ZJOHK1D:.R^'_!?)36)752D^B5",1D M',>O?'S$XV1*2VVM0*!0T:34_HQ]>Q2[$N90OU< T2.]%ET=_;OA<>"NV]5U=WWA1"*3.;@8 MPL AS6@.?4(:BO-]E:+QP77ABF:T\!3>4Q\4U,;V#] ?I&AIV5B>9XMP&K9& MC5X7-%B*IS#]5B21\-41]4*^RT@)'7_A,UI5.488BM="UDO==EY/EB';+%7; M/C)+4B;FAXJ+NT$"U*9K\+9'L3,+X>\-0\"95=RQ2EYF]52['8TR52D?/VV> MZ+,PO5%7:Q^%&>FDE0'35L'/^,.2_4(K=1N1L[- /-Z"B^&G-38FD MLUECN(??Z$U$]5 MUXHU.F#,U)B,%IHNFA!< 8:JI0\S#BYM4!!H0N):K4P[R*[IR?F&T@X6@KU= M0ZX+,B2I7F>O,#RL!)K6U MSA0=VN^V M>[\EFO8W,>3AGX9='ON![/W-Q[MWUW\/Z"8E4PONH+J3ON/LGVETXD1)_D"" MI9D8+*@IVDK@YH#.D \O?(:%YL1 DYF^3TI.IF01T1X176C_$2K$XVG'_S>V M)511M?%W'9H=YF,"Q^M_A'I;1&D6W,%'4VA;0-4]LB?.P]WCZRY.4-9W8G.E MZ ZE;<K]_L]]+^W8OU9YH<2 FLR".Z7(I M.0VFR1D]1$$RFXC/?+X7?DC..@HK9LD)6O_9#&*"DY-8_(28.._5@MZ8BD4T MC42$+4]$!ASE+/3RXA.8\05?M\!(9W=]';U>W MM_G7_A*[W^[_%?")B[1%*"] &HY/IR-1^^MU_^+*BJ^TYZ5#4\Z/*R41&+0! MWQ&ULG5IM<]LV$OXK&-?MV3.L+))Z39/, M*'':YNY:.T[:F\[-?8!(2.*%(E6 ],O]^GMV0?#-E)WTBRU0P&)WL?OLLZ!> MWN7ZL]DI58C[?9J95R>[HCB\N+@PT4[MI1GE!Y7AFTVN][+ 4&\OS$$K&?.B M?7H1C,>SB[U,LI/7+_G9M7[],B^+-,G4M1:FW.^E?GBCTOSNU8E_XA[<)-M= M00\N7K\\R*WZJ(K?#M<:HXM:2ISL56:2/!-:;5Z=K/P7;R8TGR?\GJ@[T_HL MR))UGG^FP?OXUDM:V/[LI/_(ML.6 MM33J;9[^*XF+W:N3Q8F(U4:6:7&3W_VL*GNF)"_*4\-_Q9V=&V#'J#1%OJ\6 M8[Q/,OM?WE=^:"U8C(\L"*H% >MM-V(M+V4A7[_4^9W0-!O2Z .;RJNA7)+1 MH7PL-+Y-L*YX_?'3U=M__'SUS\MW-Q^_^V81^/,?Q+L/O[W_],?+BP+R:=9% M5,EZ8V4%1V3Y@?@ESXJ=$>^R6,5= 1=0K-8N<-J]"9Z4>*FBD0A]3P3C('Q" M7EA;&[*\\(B\=W^62?$@_KU:FT(C(/XS9*05,1D604GRPAQDI%Z=( N,TK?J MY/5WW_BS\0]/*#BI%9P\)?TKC^.ORA*K0L"U:K]6NG:O)XJ=$F_S_4%F#V(G M8R%%D1/YEXP3P49B=A-SU\FTICQ(K6[)%@'XL\^BP28TJ%M5DL M@ &FP("7GS)4(\FG^W2Z*=F),4;SJ>/Z?.U^U[I[02 M:Y6I31(E,DT?1'Z709'U@[A,).;%:QE]]H!&?/99P:8=#CJ_3X 0"@NFLV]) M?,N7E>]-Y4VG0F/7J"U2KR(]\J M;*\]8'2:PJ2>OM#NL:C5@*CSD?@]@4+B/>)<9I'B@+33?LN2@D*EXYNK3%Q% M17X\75W"=$)Q/@H"U R<.^1B!Q(,/0,CX4&YU4JAXA=" M<6S&%*,YO%WL.HJ2-]6AL/@UL?ZPP=I7K=@E'9O94>QQ3O728 _LL"DS@KM# MKHO*5^3<2)H=%H. Q!P\^,9%X$\WUV(5H9J8A)Z/NH=\HVK;KG6^U7+/RJUS MJ6,2'B<:I"37QNWT$[)#P[/74A?X!!/4;9*7!NZ49;'+=?(_.EUQ.I^V?=LV M3#=['NR>7H65>(985>!0L&&35+A*F)!DIZ3J+:R7&\QUV"-,LI@# MN=;BF8)09B!MNJ]ZY3*1'R@&X%!3)!%C%=M,\6$L('%00!KR/O;P2%5QL@&] MM3-R"S6YR"Q&'O*"$!G'FXH$(1,3!5&W>&; A7% .!]2AU. TLD8!:(-0Q&[ M SKNY0-ACREQ#L2S'@.E)_9YS$=-?B[L+$1NG)A'QWX\*)V3"1;PSWK_LM1T M9O3]@Y*8;(4/L G\#=A^?/"]EB$&9_#$$3#&0.3IVZ:6WHTI94/J8Q@HDB4CV"L\5H7F><$]2->K^5D\^$'Y\5 MH0>*+H/MK=TF4]L<,5(0'FF9&6F;EJHT;_)2(PS_+($/4!G"+>1]I8W!,1O# M^2A\UL;I5]DHA4FV&8(P(O#G%;L\I7/_(LM'8L4;# 36Z22<-)$!-:GW1*K= MRB3E0OQ4> T##_";Z[@AY:YJAL15.3-YFL2LW\=RC5J02)U@YJ\]8M6G4S** M; +1EU%;#( -)8@ 0RPX()G&NIFVJ6N!M$V;6/Q5.DL4KA\'>!O0Y*T2B7E MR- M.FXJ5GM@G>$:W(423*RJ8(N5 N<*G:Q+3B&%#6Z!*(A"32TZU)0)D;Y!$ZP4 MKC((C:B)BL9;<$X$:7)+\670_7-$Q_]%LVZ/$M[IL^[:P\QU*$ML,AC7F"GN M3#T*1J'@OZ@@\(8)(B9IV -ZHNHBN3-RK:V#&XC/[QB0.?+MU0K(@JTH+?6/ M[^D.=-#66N^XP7U;D%^(/PAHWAT!4T8;0GYQ]IX\#3(#T\VY^%61OW!F2IRE MN<$36=C#8@NZD25.(6/LC1<+?/*GOC=# WHJIFC_PF65LUV%.1Y:N6;:*7OF MCR$B#,[%=.$%TU"<+4-O,@_/G2A&KNQK-/R;Z;C6-D4$8QOE"-/16#@5RX4W MF<[82K1V 7TZ"Z?>-)Q )6(5E\DMR">1CZ<)9-.VHR(;4C0Q.Z:,<24!- 2Y MB0AC0FN(DECU^$B1:4 ZD"^^;.ODCUMWA\Y'5:3A,4#42R@%T1Q1:K?Y-+4; M#4([$B5=24,=0*8GG#LTE2BM<^F9+5JT6Z=;Z;:?Y_T'#&:ESIY5C<&ZJQKS MZ4@!)2O6-VPTE&T5-N/L'"J*7=X:E5KC -(N@P6O:]QQBY!EA>(Z!(@;%B)5 M$K$SGWY[Q*VI,C;["3J;XX]5E$I=D7\V>9^7B $&0P<0'6B5A)2Z.$;KU^4# MGX/C;8XV@%H@8%B?RAK4\CAFB"=&[0U+>QS:S%%NH7%3L6EEEY"AX?Z>J:]M MYUL%OV9:? ^01^QS-O572&6T8J2JSQ=\/RI3Z<*"G=GX=F/Y?+E=/ MXO_QH/)LH/-6&=I]XE6Y=L"-,JHH?!]HB0=_K,%!E;Y-(L4(R+>_I% .I-S* MBGYLDGLB&XBD;<4DJAM>RU4V)?!$N?Z.[M(T]C\D]DZ$;AS8%U_H[EBIO<&Z M"&9(_<"P1!$/9HS*Y7&>$^1GI:G+$94F>^'BO,&&GGO/4YX'RTVX(=4*U8F2 MH;VJHA0M=O,%27"T'K2O?6C&0$GA1K8BE0WN8;[*K&G',%>K HR_U7;CV4ZE M!V 84'6+="RP=;;PZU;TYW.R^UN MF#CV\-,MZEU8&+NCIB/2]O*)<+]="-O'4X%WDM77+IT:T[\VKSJ/[58K!'6- M\7R;!QHU'O-U7IU!]GZ(;\@>SK BS#'M[8"MBC?>THYW3;.#: M;YOX[M87[%*E#^Y+NE1!R+3(Q//)/\S>ZP8PR>S;5NO,+59S#TGQWLG8JMEQ MVG(IC__:!0VQK(:FL#O;2M[X!MM%DSE^(:WLGMZHH!"8\3E2ZR!YX?-DQ MH'<#W1+8N@YO?ZY)H7].-M4'>$GAWDP0-RK*X71^?&W!SPX^3,C>,9CV>.1/ MJ*T(O-ERV8R7GC\+Q(]JK4N"97_I60?](I'8U6VS&_E^-?S@V_\D)9@2H8?4 M^:(9^S,O",=B!71/13"OI6"#L#5 EE8"@T9@2#U/@ 8AG+7&/@1.Q=]+1&*P MJ%:MRBU**YG4'3L;/H0MJ:1=./$FLV5K//9\?U&_;*@5K2E3;7'SQ&UN/6N% M3^;X-X$/PDDS#LD'BY9K9U40MET;=%T;5*X-6,RS/T8M:U3D?GRMZX3J0/82-U2O\F M<\^?VSB;+*WUX_FL\9M;V#ARWG\23)WP24LX>70"E1=A2_@4/@A;KIU6?;AU M9M@9^>-J:%U;B2'IX<(;5ZZU019Z*K!P@D,6@))SQ!1ZUN] M.7AAT7065JYU.CK7CGOCN9,:-E+[$3#E0$/.!BW7!M7"QK6S_I.@>FW$0'+M MV-%>Q@3#";_JJK"\KG;UW:F%00NW/0!S?'4.F)VBW'9?MQ$Q>?9%Z*BGCMP4 M2G^I+OUV=/C=2]-0LZY?^BY]6-NWMBRY(N2*).M>.7&P0&^HQ2:,KF[B6J2V M^B)F'MRT$$1-4*5F8WSS8%J.J7J5=FN$GA/%-:JK.UT[O2<6+137WA:[\=P+ M&/?6#;IG?9G$EGSXI)ER7WUQB5KRJZ#Z.8>A>@:Y6_'B&4K3UR 5$2FPU)&0S^Q MN6C]^FFOT+K1;[Q()#+#_A"J?EK_C&QE?SW53+>_00,^;LFKJ=I@*=!F>F([ M*#N %M4/^X[O7_ 5!+ P04 " !/ M@%98A$H63+H% W#P &0 'AL+W=O89S+G-(GBR5_F86G%OZD6?2G+86UA;C3L;\GMLOQ43CK;-&247.I1%*DN:ST]9Y-+XX=O/] MA+\$7YJ-,3E/IDI]#_R29YD# HWO-69KO:0SW!PW MZ.^\[_!ER@R_5-E7D=K%:6O8HI3/6)G9.[7\P&M_>@XO49GQO[2LYL;]%B6E ML2JOC<$@%[)ZLA]U'#8,AN$.@[@VB#WO:B'/\BVS[.Q$JR5I-QMH;N!=]=8@ M)Z1+RKW5^%? SIY=G=_=7M^^OZ?)U1U=?KJY^71+]Q_.[ZY..A;P;E(GJ:$N M*JAX!U04TXV2=F'H2J8\?0S0 :\UN;@A=Q$_B_B6)VWJ1@'%8=Q]!J^[=K;K M\;J[G/U>"KNB?\ZGQFK4P[_;G*P@CK=#.(V,3<$2?MJ"" S7#[QU]OI5U _? M/$/P>$WP^#GTW\O&"Z'H\X*3A-R%3%3.Z2!3QAQ2P2'5!=.4K&X@&-6N/,T"HT@63J]>OAG$T>&.V\T G\I-7G&GBKM0(A<+S*3QHBB4@)E-0 M]6:E%."W:69VV,7>#(.H3>]^:W[@YTZ8MI)KLQ#%VH>GGB^9(99E*O$A7"Y4 MEJV:"&Q0QO<46'#%^+_>%)J845W#1Q>8D^X<"&_]-5E22' M_Q0-_SHOEG[3XND12DAC#ZY6V$T=NSH4+SUH"LIUA,%-N+B^K3/Y$O9SA!(R MF\T0U0"BX-BQBP+%Y?I#X,)>2LSP3>=YDG/-I*\ 2+:2\,?/UY,VIFDGD41D MHLIK75W@62C9]+#I\W59Z[/R!1'WFX!?3E2-KNIG4W?:&=/?KD5=;6]15?]P MO8,.KIVM*@V6A=[YCX07=B-FJ*L2] [I=J\N6J6#_@!X&(3#(491+PKZ@RY& MO4$PZH[H(S=FO*TKK_L2P'95*1U$AQ2/1M3M]R@:=??@U<1ML]> UF@4#(:C MFF W'%8$!\=]^EJ7)C6EN1EYLUF)XUHSR[TM:' <1(,^#7I!'Z>6_C#H1B.Z M\K7G:L!GWDG[E\MCFJ"K22O0 A[C"F-*[^5!?$A-T^L/:!"O]? R9H.19S:* MMH1WLQ1=2(.Z;I'S=G_D'V&(1]@>]O8R;XI]*X!+]Y=&?6YGT2*I=G^GM]H+ MNV#6'0XL;@+8E^01-MP9%U4%I,)4]>!TQ[$'/+ ,T23M F/6DO4]',<'["V: M[^Z27IZH=!S@E9.'DZ),LC+])<,MFTG3''U++S6R!@*U9)[N$2Z;^QP!NLT1 M( [@-1DQEV*&K@7L8D?%+$' M[LE&R!=Q0<-+6&FX,Q:ZRH:_MRU5F:75$67*74\'A:-&7^UM1^;.QF4FYWKN MKVS8VEP+K.XUZZ_K6^%Y=1GZ-;VZ4MXP/1BUJHIK7JPJ_-5H MJBPN6GZXP,V6:SVMCP;C4RR%CDW0U6* MXLE?A29VESV M@E[SX)ML*;^_2RYZ-!(A.)10T<_CV+&Y%EJ C,^+W6V6NW1,']ZT;[ M)_(=?%EP(VY4]C>9VO5E;]9CJ5CR*K/?U.874?L3H[Y$989^V<:M'8][+*F, M57DM#!;DLG#_^4L=ASV!F7]$(*P%0K+;;416WG++KRZTVC"-JT$;7I"K) W& MR0*3\F UO)4@9Z_N?[WY\OF./5[__>[A8F1!(SX?);7T1R<='I$.0O99%79M MV%V1BO10P0A,:>T)&WL^AF]JO!7)D(T#CX5^.'Y#W[CU;TSZQL?\*Q*5"_;( M7]BM-$FF3*4%^^?UPE@-B/A7E\].8]2M$:ODS)0\$9<]* ,C]+/H7?W\4S#Q MS]^P-VKMC=[2_J?Y>+\T>UP+=J/RDA?;GW^:A<'TW#"K+,^8=$&Q$!3Q N5M M!.-%RA:B$$MI&90ZLR"\%5P;)C"S#/(B\H70;6Y( BY"#VK3E(*J*]MZ+)7+ MI= @LM0J9SQ756$-@PW+RL+3Q9;QLLRVLEC1)M\+B8\?++?"L*5(A08+#=Q6 M5NDM&:GA'9C.(-ZG>%_;W]A9"BU5"F\E\(K,MBRM:'D!G%8OY=9JN:@L7V3T M"L4*59PF@%ZML@RMD84%NXTESW"!A-@EEJDE>)A6Q"*F$7[F6<4=KV1 ;+Q( M8'VQBXR[#H?LTUXPC\02?H_FY2^.YO\ADM@9+/SA"]X9-[BQ'5@%;A4:74=# MN3$"N@^!&KU7A)?4)]&071H@!FB @AH3/%DWF?2"GW["!>L X M< ='6;3=G+%_8%+OCA0(B9)8_QX]5)4!16; ;BIPJ[#[Z=XYT*^K<'#&/M7I M.V&Q[T5!!!=![,W#.5YX83!S>6:A%X]G\,2?1FSLC]DC@2EYURXL#KUY'+)@ MZOD@&G@QV'O;1/Z]%O8G8$(X8/UH[DWBR8!1$L/SVL!^-)GMGC7_G9GI^_9B M?330[]C"J>D2H9(Y ,,)BV)R]X3UQR'H&0\HENCT70=(9L.(?6#]> B^?6#^ M< *_U\ & /9$9M(!N<;@KLB:LMOSR!5N4R^H0"-HFBJ7YB^ U?V/[+&+!;>T M\Q%&Z(?!!XI$$'GS<8!78]^;S!%R<>2%L-E]2X90[; 'U3]<=M9]?S+VP@D$ MMQ_X,>B98]X";SJ.!S4D.JBN-=8COH&=&FMI%:4'4] HVMS]:<<9^Q01 -X"00EYA:G*6 M);R46&WT(.%:;R%*&ZY30]P$/U,?S)'(T57]O11@ M5FNIDT;NVG;UBKT"6]+B MOS_%%_A1Z68F>N\8NY\^9.A5(?\ D12.#5H<4E9-"Y3*D^G0;W)'VDZB^7XV M#Z=C+3*.$QIT LY*KBV&!1X*.%FB-E2Z$"M9X+QTJI:G8-4IS8X=#.?1@902 MPUG2$+.(;7'8=G\@^'Z6VS3Q/(T? >9I#*%5FN!5)[QI+9E1D)XEC+AD.0*@*!QP';%HHQT M!Q4M?J\<'=3A).S4V=J5) 4,T7*8Z]9/L,8'$:VJU=KE#+=Q6=4"AWN$0H%A M@C#FH)?V6;B3&Z^@TVCB4:?^OEAF;L6WYDS%KMU]H =8' M/.>O-*9"7L%6D@A!+>A()&J]PZY/'J.]SU&YT"OZZ(:'5J!^]V6J?=I^U[MV MG[-VR]U'P<]4E(9E8@FB_G :]YAV']KX0?NU\^H_4$L#!!0 ( $^ 5EA4IS=4)@@ +T5 9 >&PO=V]R M:W-H965T;..DOO\S>]GHN7D$H7F1PR7)D;FTJ/KW;1<[D%F?"F5/>&_?ZDETJ5=G@S<41T3/!-P4KUW@6I,G,F =ZN4[..GT2"#3$GA D M_CW")6A-0"C&/R5FIV9)&YO/%?I[UAUUF4D'ET9_5XE?GG6..R*!N2RT_V)6 M'Z#49TQXL=&.?\4JT$Z0."Z<-VFY&25(51;^Y5-IA\:&X_X+&X;EAB'+'1BQ ME%?2R_-3:U;"$C6BT0.KRKM1.)614^Z\Q56%^_SYU;LOU]^F]]??WMV=]CP" MTN=>7&Z^")N'+VP>#,6-R?S2B7=9 DD;H(>2U.(,*W$NAGL1KR".Q&C0%@1-7RL7: MN,*"^'LZ0W*,F?_N,DM@>K2;*>71&Y?+&,XZF"@.["-TSG__;3#IO]VCTE&M MTM$^]!]Y[*UABFAW#,*MF]LG-?@'#YH+:W#P/9+?+%HDMQD"?'."Q]HI=;"Y)2G3GB# MV9X4B!TX/!J-'M3*KX5TSL1*>N0>T,!Z+#S"S(5"MM:LI48RE<4FA4A,O<" M@G0&M@ZJMJI+Z4@(U&E+7)+KAXIBF7->LC*1N-\ __[;\7#P^JW# E$'8,,\ MEN$0NLBYMN7&DDX./,I (1IX(GZ&V]+4)*0]/,5+F2T I67MR7H;4"S0PBA= M N/&[_?7XK)P2S+TR\KLV$@&"B5>S,"O ,*G)EYLBP1X5\ C?**9VD7AF/)& M)9I=VZ;<;:5]HF72%U9JL9#!C=-$&W%=1RE MD8]@L2V)1,WG8-$G"HG159315$,(3::F0&=A^''$ M:86-!0-'&Y1IHT ,F(V4O<%JWY>E^9^'KT#Y9M3V>;6!$G(P)MN!S:6EE,7L MA7\*10JB!5/Y@+Q$+M<,5]JT5*G+4JSVL94S-%;@TA2VG?P_Q;,IY0]UW81B MT+9R=RD$L[=,FYF:425#)"ZH]I*PC:JA&FT+10)TFTD5%4RL7MC" ,M"'GH6 M+I<% G1,1>IR0YKP515 HC7(/+#?.: \0WB-QV5A4(?;G4FGB MBL&_Y4V$R\'2R"B*.B!Q-745^8ZZV+ N8EOQ*'7!\'(7-8F!*BCZN".>S I< M.V962T51CD7#4S)M%-I=DAIH-!I0Y:$FQ>^Q0E+/5@Y5 &C\8:M92APJ'R6# MN8RY=57\*64A+LH\=L6,V@>5%G0G-\%@'FQTX&MC?49CHO88&*64;T,@H8&W M0QKK1BNLT4C49-[N;GPA;A%I:_D&F?7!)[$]TJ6:2G+5;,U;:V^YQ)TRV)N+5Z6 M93$LXXBHL/B%ERM 4 J>6PNI*E+Q^?JC^%-FD?B/N)$V(A<4&DVZ_WV_U MNE<<3\.WNQ[&Q]%@)%X=#*+QT:&8YI8@_RRR%N31KT&>1,.3 #DX1"Q-D'R* MV$ .?PUQ'"$U(XX.*[TW0EY6;31X6>RSP"1 G8RC\7@'JRUIGV/O,T4IYLDH MFDQV8'^:WG_],OTH_IC>53IL^%SPZ!""==0/3*J!A!0?]@_WFJA6H T\;@$? M;0'WH\GQSP%?2)P=*2[Y7N+S?$[MEC.;JD&=T--0):GN?E1R1H66*M?]5@=Y MH9^BK O(J 1A]6U4N="$FR.0X@0LAW+B9ZC,"6<*2U]";6^/]5V:#DEDIO3D M/CHZ%3CO@6M">95"F#]P2=&4@0JXI@JA_5CL_38)C2,K[<%]@E%T:8!UV17Q M)-6E@Y NDG ( W+Q,Y#8G.)DY[!^4#!@PUVLW8K)70BP6;U/XAY,*J*8(%U M)[3U8('5A!D616Q,25@; <0GXT$,!I6;WY.&W]A)-R!IA@E^H>WSPK+A MT"TX:&#)_@,/>J6OC7/A;/3"\?Z^U0U"CPJW3NK?]0_.12??D&'@T% &75'@Q-^1#&KQY-A=WP\/F0B4<+M6?ZWO)J?A2FY#'BXVL6%X<6;G"_H9L9[D_+C$H^V8(D U^<&TZ9\(0;UC>WY_P%02P,$% @ M3X!66+Z&UL MW5E=;]LZ$OTKA._N10HXB2T[SD>3 $F:WEN@38ND[3XL]H&6:)NW$NF25-S< M7[]GAI(L.[:+=-_VH8U$DS.',V<^2)TOK/OF9TH%\:/(C;_HS$*8GQT>^G2F M"ND/[%P9_#*QKI !KVYZZ.=.R8P7%?EATNN-#@NI3>?RG,<^N7Y7$[5@PI?YI\=DX[(U$26>;BWBS]5M9\CDI?: MW//_8A'G#H8=D98^V*):# 2%-O&O_%'9H;7@I+=E05(M2!AW5,0HW\@@+\^= M70A'LR&-'GBKO!K@M"&G/ 2'7S76AK]U]NQ8?;JX@Z"DJV".HGXH,U8>;%K*-]FEM?.N7%OZ_&/CBPXS^;-AU% M#C>+I(@Y\W.9JHL.0L(K]Z@ZE[__UA_U7N\ /&P #W=)?XEO?DF08(L\LD6T M)RYC72:D%V&FQ-SI5.%)!@16F6=BK!"%J4(092)8@8_<89V82\T_ MP)C&3Y034N1:CG6NPY/0AN9:ERF7/\4I,L;E6(6%4@:D=M\@:"Y=T*F>2Q.\ M@&Z"4BA)OD(N""*301VP&R4O#RJ=&?V]A"=+'Y%5T\5DN;T"D41AHPO]MV*9 MF"SL1-@Q>4V.E"PR01!G M3BF1JT>5>Y(4%W?I<3'3Z8RU3+0#Q+"P0@)Z:I'V8"L2L-1*T&AN+C&UC:<; M_53()_+2=CM$P#>V@'F??O_M).D?O_;L0>_9NH!$"KR>&CW1J30I[UU6;BES MZ2)\=O3JYEM>\F#*]U)3>/U59E,6S78%0#F9("/SXL?&BY5>YE)T04T=#1EC MI8[88^D+'6;:K$-J_+&R<3(0E,SGSH+DX%,+2(M.C?_DH]1Y MFR(MVZXJC.X-?LM&#L1[(H'HBWWQ\1GQV(6H252PX%V9_072 L'WTM(?CDC#6MI>NJUT55(2G-K%39DQD-I^W2IP M2*#2+"H#V]* W$+V,0BJQ"Y+-R:G)31$14M@R#_PDX _$U5+W^Y;N#TW0 M!M$JP!15XEZEI7/DAFOIH>U&N2"UV;6-Z+DHKH6$Q;E&W)C%53M(^ZJR6PM MLI2>4, WH*(&O QKBL)F5$PG9>#6)99H -'SF!BX7!FNL;1ZN0*I[E%GD;)D M*3B9*8ZDZ3).[D]=7ET#PU30'1D1M'JT.78*ZW#B14O."5 " T37L=VDT+BE M.JW G1Q$/\W-!E$D"UN:\(RP"%SR+-#0K[L&&HG MV1R$9_?R]BNS>+&G7VUA-I#'HP]5![+QY&?A5K0H_Q..=J$8FLDR4V>];RP M!F&J1?3]#4$MXFS6R7(J04L1$VK,F [P%DJ)(R-SVI,.#=BT*M6_KQ594O*3?1PK:7N.,U(2;F%T9:E8S1XJMB#&!UF\]ZUT<3RBZ;I]?U MM*9;G!CM!#07U?@'O@C4Y(\'/X/ MQ&!\&T>6T.O?7@Y^>#S:.+($?[RM%;E#^X:6@\Z@Z^W(SMJP5K>H^VI*0!OH M2I_H6HI:BZM,N2,SGFW(C@\'QT3]1<(WFZHQB*S*H \YCN(7YE!QU M3X>G_)1T^\!/3\/NR>D1/?7[W=%@*(ZW"AKT*T&#TV&W/QCPHI/NL+?*L_J) MYI)'T]H4M>WY',&',YMJMGVF)LI1KFDCH)>5!<:L5OC-AJOZ(Y7^ZM6N[:[37MNACMVU$)2?TL*^0XI=J_T M\W,V5^>]^KZ'>ECT&TW:KH&EL>7:B>@7#AU(.>[EYXY=/9UI2XQ'#PA+*Z&I M=FE9H(U'B/OF(+Q9$\Y9-4OI"@K;S'F.LT\RYTLT&%@Q1U.^7N'R$R_@>,3K MJ@/'(E_B)/N]Y,L1N%[M9W9AMIY-*-L1\W34:(@OT#Z5OJ45U&MM?C%3[)NG M>*Z'/$8$/LY4GC$QO!+/,_;@:A4^AGCY@>Z'H-VFM=M^1+PEEW'*I75Y2E?*LYP=-^G%!'IU?S0/DMONC8_;'W>*)2;\D<< M'X\L\4M',]I\)[J*GT>6T^-'I@_23:%.Y&J"I;V#XZ..B$%S=>SR_\"4$L#!!0 ( $^ 5EA&D6D@[ , M *X( 9 >&PO=V]R:W-H965T?-"SG?./H6*.]%0;&^99%>/F;#0*><6U"D.W88LOI?.UBECZ]2AL/*LB M.=5F-!V//XUJI6VVF*6].[^8N28:;?G.4VCJ6OGG"S9N-\\FV7[CFUY7439& MB]E&K?F>XY^;.X_5J$Y3% M=3'/QD*(#>=1$!0>6UZR,0($&O]TF%E_I#B^?-^C_Y9B1RPK%7CIS ]=Q&J> MG694<*D:$[^YW1_+DS(?W2KK4]F6:4-R&ZNG,&@UK;]JF>.AU>.)R. MWW&8=@[3Q+L]*+&\5%$M9M[MR(LUT.0EA9J\04Y;2W#_=T?GM)RZ^W#]>WOU_=+J^O[F>CB"/$<)1W$?O!>SJ6D>450RD M;$%+T-5VS3;7'.A2A]RXT'BFO\Y7(7I4S=]OR= >16Z=PH70 --A8!LI,A0%S(9"SE8V_:FD)'[:-T.@W>%["1"^[1T MT2;U);7\A),U6I"E!D .69)D#,B Y5JEQ(AQX"C7RIJ"KK51?H\TI/,\-@BL MJX,@M6,*I!R"^%XG*-I6W\%P7H4+?7(49*"NC:&B:/-J:'@V2NH!]8SS0U1M ME(?ZH2]!VE7\6C2U50AM940+%)J*^XI1A,D41&Q@KI*%:"+!J-HUR$-;3JT9 M"E:J%1=U&PO=V]R:W-H965T M#U5E!9=XK\%4 M1<'T=HI";49!)]@''O@JMRX0CH=Z MVG/Y/N&9X\8 R^@$(-X!8J^[/LBKO&&6C8=:;4"[;&)S$V_5HTD< ME^ZE+*RF74XX.UX\31?S'T_S[X\P?Z9Q,0PMT;K-,-U13&N*^ 1%)X9;)6UN M8"XSS/XF"$E/(RK>BYK&9QEO,&U#M].".(J[9_BZC,EDE!E\KE!;F M:QH-_)HDQFKZ)'X?\UNS]8ZSN6MR;4J6XBB@>V!0KS$8?_K0&42?SVCM-5I[ MY]C_[87\)P7,F,GAAJ]YAC*#.PE?,-$574+H]'V5>RVP.4*BF,Y +2'CFJZ- MTL8MW,Y,%2636V!EJ=4:,V"0.M)L3TK]P2W#E<^]H8);+5:.@DMRV@$M EN9. M!+:@9%N6".*4<,LTA3MQ8TN!<;RY$AG6?LB:(IO,>L&I4,:K22I#A21!#;>Q&G0U3NH M?>Q3"P_Z0(%ZY;N=(6&5M'5+:*)-0YW4?>0]O>[&5( 5EP8$+@D:M2_Z >BZ MP]4+JTK?51)EJ4?Y:4X_!=0N@?:72MG]PAW0_&;&?P!02P,$% @ 3X!6 M6/:8?]@($0 H3$ !D !X;"]W;W)K&ULQ5O[ M;]M&$OY7%FY[L($]F>]'7H =)[TR2 MHF1*3M/>'9#8E,B=G<5FMD@8?J\5YO:Y4DO*B57[N6%9PODJRXN35"_[NIGKUHFR;/"O4 M327J=K5*JLVERLN'ER?V2??%;;98-O3%^:L7ZV2A[E3S>7U3X=-Y3R7-5JJH ML[(0E9J_/+FPGUUZ]#P_\(],/=2#:T&23,OR%_KP+GUY8A%#*E>SAB@D^'6O M7JL\)T)@XU=#\Z3?DA8.KSOJ;UEVR#)-:O6ZS'_*TF;Y\B0Z$:F:)VW>W)8/ M?U-&'I_HS)4WRZD55/HB*G@8UNF!1>368RPHRREU3X6Z&=W'V^N+3^\^?A#T[]U[W/(#=^+T0->B.+YS.Q[J?=U#NQK.^*Z+)IE+=X4J4IW"9Q#B%X2IY/DTCE* M\4K-)L*UI7 LQSU"S^TUXS(]]P"]-U^:2F-&O"M26*+*5"W^=3&M^?M_C\FL M*7KC%,F_GM7K9*9>GL"!:E7=JY-7?_G.#JSG1_CU>GZ]8]1?W;7K=:[@+TV2 M@V/MKP1\_/N8Y2(I4O$A:=H*MW],:O%QK2I^H'[*DD?W'9?JSX&5^+14XG6Y M6B?%YB_?18X=/J]%:60IC"P+R&+VK452*9$T,-6T;9)IKD1=YBK?B*84ZPJ1 MK&K(B ]9L\P*T8#ZYX)V$G=-TJAZ(EXGZPSZRW[#=V,;S!Y?:]2>4(4L>,8 7"1MH. E/4,B03VRV;,=3*;M:M6$TH5U#K+V%22/N5* M+P?E9%5"HM^TG5GV6LS+')&V?B;@$&HU557O%/3#$:?O2/*RK4&@/NNA,60R M*QH%E38@^'(R(]EX#E\;0>A].,(ZEOK!VP9!K%T/1M73AQ*Q['% MIY*@.*:%?@/AR<")9!RYPI5>X,G(CL7%KO0#>3- (:L(X^(T"@+I^LZ9. T= M2SJN=R8^X! [OMW07M]CRS!P9.#:+%/H>=*/? ".GLR*65M5> Q &:,YL-[7 M+3#XVV#EKVU69_L8V#??/U52Z>!XR)+X8>^;\V) G '9FW" _^^%9T%N/Z8K M:-$*<6&[D8PB9VO2P8+0CV!;1]@!S.4)+XREY74&QE+@P9:617J$0F-6:&"' M,@:KMZK&"0F_G0]#SKPJ5Z-AZ88=)"L6$*77S5V+J)L439;D<&;\(&K-2'!8 M]ZOW-,O[/6%']B@\"TOF;:HM29L0=<=ZSILXS[%G@:B2I4D?. B0^P+R(ONY M2*90YF14U-LN:AD+'8EL NC-5A2C^ EPE55 2UU28,#2>8LE2A1P@%E2+\6< M,"0>@'JH1*T3PN5T(\JVTLY0@+PF78*0*A8(ZJHR*M#1EYZ_W:1 W=VL;)I. MU5*\G]Q,),C -15^P!?7JJD09]O5EI(D+$,CCZ%+6S!\Z6+(W'"S\<7VA$^$ MQSJI%!\]8&4,%*252MVKHE5]*.AL.P(@ _I)9Y;^<&%U=ILR.A"GRRI-BIG2 M(7S19JFB [*FYQ#*,V1F+!SM=??FM10/RVRV!$VX*:@URZ09D63 Y>8 /=(%&('8@.D,1<@"KG5Q-!SL6'#?LSO-0]!=+?F[@H" R!0K4O4X#ID0_J=*T21?5$W'/8O+)Y[Z0OZ6T3+OZ]-9/BUI3#)X0PZ M0>( !53:!,?R)K+"/8HR%&?#2,M1$]+5 _G8!^FLHGC3KE2%LP>&F<%K4 /R MSEE!3Q3L9&8=,;K+V_K)H%=/1K.3WEU,K"'2&:0GWG_64"7B #WO,V" 76D! MABG*=4D&^PR>&V.$$3I+"D*X]LE95E,^N8)!6_).$XV9',J"#5$BS.[[M.9P M#CWIG%SC%1K)LT8OND^RG V%@R71WCW?D9&^6J@R+Q?($G,=RO\]P!" 0ZR3J]/KRXQODLO99=^Q<;2,==O@\B'Q=WO!,7(P> MDY;PD9V[EK#M6'J^)1#'8]\5,1+TV!$W;055U$H'B#XRBG6.(D[XTO$"$4O? MBY$3.X&':]MR!,IAW8K1$J=9S5HG6R'1<_Q N#'_"J6-+-*UD-3;8%4#Q7@\ M/E&TV,+A%"FWA\S=B64811!?NFX,-<1V=":NX,EXD@,>;D46;@2135JRL>;4 ML^(SDR\RD$\#:041W79E$%)E +EMEWZC0 BP?%Q?MD#IXGC05X2%,?052V$R(BCIQ06QY0 1P%(T95E!4>5YM.3 %J=B& MV2/GD+(<04!4. +0'%6K8-&4A9-A9"B&,Z M@UG<@'8*7$<$TB9,^]+_"IV=^M SI+-A(M0GI)6 2IT=5<#<#N,&1G$M5IYM M\1>>=!WOD"J@?JC 0C46N-(/81-?>C;(AP2G^+$C;QWW,00]K(D 09<,ZPOR MW!!^"+9#:\0(/I7*H:"Z"UY.V@A Q+;@BK$]PFE %1LX12CP KAG"$ZQW'.E M&]H=I^-!YC&O-EG>8I8M'QCT_5"X 7 =C7#J>'".4 >D>>+F 'OV3* LXS5 MM0 C*#N0BD))#.=R = PXM#X3N=O. UU(HG$)@M5T_)%4J.'-^*.B:^:/C$3OSR5JH!U#;]@,+ MNJ+LKIQ2QD;5(STV3#6[G&$_55@B3R^1)6*[O4T2PSB?KEV),D>N6U(MR#D" MM\]6JS*EC&?-58G)EK C06%&'PPM, M;Z()@T%+QKD!E U-;//@K6((:@B"I-L'E>>:*#\&[^>O#3B')0N7%IJ%-.WR ME7%V42UEG,E61P/$W MAK3X_X@TG7FP&(R$M-6(&:6&',.+/!-K]S%&D4 'FC\#;<@LK/#WHHWSD%V3 ML(97%.+6W)#_+Z+)_G8TF33[=Z')@WY&T.0:D/TQ-!4T%_G]:$*^_QA+CXV+ M+ ZYEGGR&"X.P-"2KN=_$PR_'DRZ7/K3P21-\ZK#T]U#0G4N%N;#"#@YELL= MRF/'\4?JW_;J2'J5=@G:]>4T[XITV:5KU]>S.7VWTUZ'+#J-ZY<,;^>Z");< MW4L,A@C7.N?3;@Q&:$26Y]2#P<$&^/=*'<(45ART!VO=E]D.U33>IVK!J567 MTXR#>4=VQACOYCNQ6)95]EO)_4"F*+MYA ;D59:LRB*=)K-?3'+#?2S=%!BL M[7U*(CIZW-.XSM(4?-ZMJP36J3;G?R_Q7=[O8Z-$I>=^*O/Y+%FMQ45_Q]%W MWIKS!DO5).;5+ MM^GKC@[)O@2U9UVGXY+L4!"5D8"SG>AZU'#I?1HEL.L=K40MJIII+/<-G+L=K$F+J:+^=:T>:>J!9X6' M,C+3D@8[7?]-RZ4##C[NT$+T*#LNQW@DZ4S9L)\=TBCWB>SPB52/V\:P@_:S MQY#0/;:D,KWFD>"-TV8;)8WJ=3&W=\1U.?>>;PX/KCW>!\?J7B5#KW?->HTEHY,JQ@=79;#CB'ENA=K+3-^WD" M/X9/YD6&.2F+$HQZ<.(3BSQ*83UG16;T3.W2BD_Q@Z=!0?'@ )?CE3?O,Q5_K?CKS0^[6%A3AW^H9"8WU7]-LY"U/ M-96-#W M$J[!2I7Q6+?S8X+YD,E]HU%'OZ2Y1=>8T%(\WZG ]SH !A4[-$A).W2Z&2/@ MT*Y4^KR;>>FB7^N0Y"=HT_1J9EZ8T1.H;%$ 1#.DA]L,MD0H:6LFQ0[&Y'3' MH!M=C1].""E\^)B6_3?C9BP.'Y@V'G]!Z5BGJ1^['GQY9^R5C[<#[&6%9O=[ MJL]B5P8VO]J!T!DZ,@[HA0]?AH$K/=?M%@ZLRU-'G(M8&7$O.'2XJ4_-=CO M0KO?#J=^N5*THAM BM/8]6C"P(UW+_"E33WW4Y^VCKDY^.^'W-H. M(DMR*_SN6Q% _4=Z9#7ARPHS8:Z=_J4B?#M'Z3P_1]T MS]'[X6N[@Z,)Q!/3^:/C+S.4ZMX'H-P\I7D>"4Q=MVX61V\2 M>9,H[&=GY$[\-*H->MJ>^/20/PGIES.)=Q\U%<;.!HX["NCIU*88%VJ\MA)B[)#\X)I8L ME3[QNM"F#XO3($ 8H[GA:1A1&<%SQ("ZC:!])/$/''@]@!9Y$-ZV1$!SO,#A MW&2G9:^=:_?0-'LC*%H^27M& T,8$983$07C@X,LTR79# YR1X9. /7%T!^/ MG&APNL?&-CC3 MM!5 9$7#H0^(U)Q^,X1J\+(H'M'+>/LYY#)7L$/T$@IC&1 M!1Z]8'^7;0P>OM7:=V #"T1<>F*_HTE/VCT%3ZS8@]4#X5E<=>L#X? MO#:_4M6"_SB AA3@0K]!WW_;__W!A7[M?ONX_N.%ZZ2"PR#:J#F66I/0/Q&5 M_H, _:$IU_P2_K1LFG+%ETN%LJFB!W!_7I9-]X$VZ/\JX]5_ %!+ P04 M" !/@%98H3O&NG8" "B!@ &0 'AL+W=OY;2P<.[.=%O[];"?- M"A143;PTOO8]Y]Y[W)PD&R'O58FHX:%B7$V]4NOZW/=57F)%U$#4R,W)4LB* M:!/*E:]JB:1PH(KY41",_8I0[J6)VYO+-!&-9I3C7()JJHK(QQDRL9EZH;?= MN*&K4ML-/TUJLL);U'?U7)K([UD*6B%75'"0N)QZ%^%Y-K3Y+N$7Q8W:68.= M9"'$O0V^%U,OL TAPUQ;!F(>:[Q$QBR1:>-/Q^GU)2UP=[UEOW*SFUD61.&E M8+]IH X:O .(.$!\*&'8 )[7?CN)TR(@F:2+%!J3--FQVX<1T M:#,^Y?;:;[4TI]3@=#HGC[!6,$?I_D(\1\BHRIE0C43X#'>W&1P?G< 14 X_ M2]$HP@N5^-K4M@Q^WM69M76B5^J$$5P+KDL%7WF!Q5,"WS3==QYM.Y]%;S)F MF \@#C]!%$3QGH8N#X='>^#9X?#PC6GB_AYBQQ?_SSWLD[NE&^ZGLV9QKFJ2 MX]0S;J!0KM%+/WX(Q\&7?5*])UGV3F1/9!SV,@[?8D]_&*.D/!<5PK'13IT MT5K21:/)@B%H ;I$J%%24>Q3M66?.';KF.O4^&=P>IKXZUV]7J:%HW \B9^F M92_31I.S^*S/:D?T=][>"N7*N:""7#14*&"X-93"8&+^3K2.V@1:U\XB%T,9QW+(T'Q&4-L&<+X70V\ 6Z#]+ MZ5]02P,$% @ 3X!66&0ZHFM# @ B@8 !D !X;"]W;W)K&ULG95;;YLP%(#_BL6D/;7AELN6 5+2;EH>.D5IMST[< "K MQF:V">V_KVT(RZ:$2GD!VYSS^3M&'**6BV=9 BCT4E$F8Z=4JEZZKDQ+J+"< M\!J8?I)S46&EIZ)P92T 9S:IHF[@>7.WPH0Y2637MB*)>*,H8; 52#95A<7K M&BAO8\=WC@L[4I3*++A)5.,"'D']K+="S]R!DI$*F"2<(0%Y[*S\Y7IAXFW M+P*M/!DC4\F>\V"FGTEY1V\6&GQV4-E+QJD_6 M!A5AW1V_].=PDJ YYQ."/B&PWMU&UO(>*YQ$@K=(F&A-,P-;JLW6",L *MA,"L 'WL2D:NTCN8.#?M:>N.%ER@A>B!,U5* M])5ED/V;[VJS02\XZJV#4> ]I!,4^CX7<./0]N?D@-[_JU)Y MZ*\(7W ;9[[GMAC<%EBGWO2'RH0A>V"$J6\8:IK%VVZSYTKW+CLL]<\"A G0SW/.U7%B M-AA^/\D;4$L#!!0 ( $^ 5E@,YE4^&!L '1: 9 >&PO=V]R:W-H M965T!Z_\^ \NW+- M9[\RIE5?UE7M?SQ8M>WFAWOW_'QEUMI/W,;4\,O"-6O=PL=F><]O&J-+&K2N M[AT?'3V\M]:V/GC^C+Y[WSQ_YKJVLK5YWRC?K=>ZN7YA*G?UX\'T('SQP2Y7 M+7YQ[_FSC5Z:"]-^VKQOX-.].$MIUZ;VUM6J,8L?#TZG/[R8/L8!],2OUESY M[&^%6YDY]QD_G)<_'APA1:8R\Q:GT/#?I3DS584S 1U_R*0'<4T#QP>J- O=5>T'=_6+D0V=X'QS5WGZ5UWQLRB*A\J5O]_%GCKE2#3\-L^ =M ME48#<;;&4[EH&_C5PKCV^<6G-V]./_Q+O7NE+LY_?GO^ZOSL].U'=7IV]N[3 MVX_G;W]6[]^]/C\[_^E"W7GO*CNWQM]]=J^%I7&">W-9Y@4O<[QGF>FQ>N/J M=N753W5IROX$]X#F2/AQ(/S%\>B,+\U\HNY/"W5\='Q_9+[[D1'W:;[[>^8[ MG<]=5[>V7JJP3_4?IS/?-B X_SFT8Y[OP?!\J$T_^(V>FQ\/0%V\:2[-P?._ M_VWZ\.CI"+4/(K4/QF9__D)[ZY5;J/L,4 MP]G67I-Y@"^ 3E-9T#'=1DIEV_# 9.343N*IG8RR^X.95]I[N[!SFM,/G=@M MIU!GIFG!^B+S7*,VL&=7*KU&GGJUTI=&S8Q!"QH&PN;@7.08\$_DZKQK&CC) M,'[@D-4FDY$)"HDWV:R!G)5&"5!FL0"[JQR?&0R]M*[S<)P@":YIB886IH?! MIO6%?*JLGMG*MJ!\!:SLYI]7KBI-X_%HIX^>*O-'!X)3P"P>S"Z)+CBH1M:& M_<^U7ZD%^!H_=F /XX$]'.7V)]@B+/&3;RV*T^!YW6Z&>%SAA$#BJZYD@0/Z M-?$-E0'Y=L92*[OW-^M>:?V\ \X>V5D[5+-KD$K:G"V.!"9"-QL M2,$#41Z\\X:9"8(!@]>Z-*RG,.4&CQ2^O]159YC=KBZM/+_2+;"_!O7'@9]K M=U7S2)D=%!Z>P&T!/8;^&-Y/9C""G)G(/]QM3B8SC&8++,TX)^(&G$/>DJS1 M#)F@L2488';B)9X@[!2/!15AWSPDCC@3&LKP]] 6)^J-_HQ\!]O6-?CP_OV! M?09.M';>5;H!_2GM8H$?VF /G:UH$)@MF*M22XU"5<+A-]=J"9"''YNOP)H: MV( 7Y<'U%XU;JTL'LH.;N"89')@.3 N8S(D"' 2/P#[ @A8TZY7&;]2GSPT< ML(FL//>--M7A+QH0I/I--R!KUN."9(MALPIW#3J^K-P,6=-M-K WH!$F [XW M'>^^0+:#^. YSP!3*JTVX%W@)&"0@=_#Y^EC!T4&2^H'\S)+[HW8$?+ !DI^A746R'^ 7D!T@L^Q8%QUGT20I9 MX6H]JW /RFA@7-I>CX<3]=9(>@TK>KNLR9O6+3"( M]'.(N7'C@'60+V0$?7"WVT_/D!&T<.+PQGDZ!I@G-@@D0)"P 0@PJ(1X$!#)Q1 'R6WNP M%K/?Q1-YE-81X\G.M<@%90&JZBZ!S"$U$Z3>=ZH"?-CM]:=:="WZAQJ5*"(/ MQK[(-#:2<]TTA*-Y N3RH(:S:?1;U+8KVY0D6-=R.D!2XZYU1;I'K J4 D=0 MB$G]O48<#:K5K64_;,8+8?8X_.SC6RC-$ O MH662HL4>MUC((3"D07W7TQX MT>HO_54A1C<-K@>_*-X9V?P*SHH,W!A2?!21XJ-1G'>&IX\DT1\_P0YA)?3U M0Y#Q&Z=2\1>2-9/] C!'A+2K48C@I/'XZ#G8ZXH4@YP<*01N'NSB<@4VIK(P M#_X"3&T9@6VZ!ER$APDX0D-7TC4B)^VJ,8 +.9H'XX$6C7V1J\UU<"F+KBZW MC#?FB-!E>"9K&$3S(%!D\\B\9)P9DY3'45(>CT=PHKKG M+*X0T!G8/CB1(4GYQJG4AVW[$'[Q[+\\X8#\:P3(0V:)S0B% 7U]C=Z%#-1A M;J!)#X(=B>"2'\J$52_ 8DD\FM8"\S%1[\.<\$V-J41353"@1'?F MFB7 LSD)E\/QC>N6*S9CXD-1& %Z+;J&8$,)YO@:HS$&9:UM*]R[K0EJN.:S M>$3K)09CTSTSA 4KTR;C&#@&/R(F2IOGW5:(QLHQL7P2Q?+)J"R]C*85Q D, M2+?>9[V^99Z>%FYM&UT1J-^_ 47!@\G$$R(/XP79]#)1DLM1E/VD^$M<$%JE M/#!K<]=")HT4.\2+66($Y@B9$)P$\.0A>CE*_)9"!,P$=@+0_H:H@!7A>$F, M2T9D(7\FZ'?AFA"!4?@%8IF1@XXSWS18/@.F,VP840%F3 '+QI R>YIA2L!I MI4%#EA(T.W8O/( @;3^OX>&5*9=B%/+\7-> 66;?6^1!14%FWX]-"@>=[9KI MEG/W@I+$*=2N/J0/S+!M?M7[5D!B&81'X+DC,EF:H0]VP5V);9AK H\J)!8Q M)+V#3N'N_K4+1( 3R3^.*./T**7ECV[(\T'@#MLE-W2&$2,RH+0 0R MF(?_"^;==1^"+OBD&JQTA-"74#Q/*DX3O$C1Y%$4&L(3X@&8S4,H*>;--/!D>$K0Q)J U$BBT'\ZX*BXECP!&4' [(D?U0 MP$7-1/UJ&PSA,+:NLM&< \ 0V*E/<'Q/'(>[7@K.5D=T!-$^^;+SC:^A;L? M!Q:_Y11]6E,R *5_WA+6NL* 1\Z/66B:C*420MSJ$,&NXKD/,0]G= TJ*:;. M_$HW(:CZNFUEWG_[8+>3@;#YJJ+0&DT;[ -S/1J,4B W=PQ!#X1'+:8OS_$7 MD"8/ S68I6(K.QE-8!@+K*RC5 89] .$ME$[5D:7E#OFKSACYR@/ANY'SSG& MZY&ZP].T-3@06'%E-XFUV>;(U)'7JC$>$T:R]5UJA#\A"T;$XT$%AY2J+1R* M4@@VUS&/A@$"J8]IJ-R,OMW-*KL4&STDR\D6]76E=(9=GH,GJ*2CT(E5^>$[ MS+Z*,^.0'1!6@;J/ T.>)X35EK+IUP[#3O0RI>Y)I$Q*?C?,1).2UM1?LS_V M0:03B\%#VMIC5,Q)M.2IOO4I.K2OG05VWA)2&+;Q [:HK^ZXG8R[.!-Q&#A( M@1NK/IO= /PM[CJF'W4U45B';3!NKZZ+6Y$/1T[GULLKA5_W($/F>%;ZO6A! M&G0#1N+,E;&JI1X>/808 0MLAP(NOD)&)2&65%M\ 44C.:%CG2S' ,*EZHW]S2LF/8(N6:&#CA=/>/D(PG1RCC>=A$=8T]A!>2?,LP M86[IMC!_2-QD=1L*2/MGRS%1)(T-6+?98\*2^Q\Z!**?_C\H,1Q)^9L"==G9?8;M$!2,8$LU14"#_T(V21 ML(':8YAZ$GT::!?/4Q#ZSC,QG,4FN=,;V^J*(7]-+1$PS;\9 FG*M&"*$87' MME(6"(9-J(R(*54,BD&)WU=&F*@+CG&&!3C/K@/NH]P1L(+5EF!4I%FR$N@4 M<7/"/+%(J(OE[UU(WV+*/-L\L:3@$ ]PR%)SIP&&M%E85 ?*)7+J9%LNBO7 M5>5680K$7WP":0":"02,P7CM+"]J0%R,-98AS+Z'HV R6_42]'(]@W5#VQ<] M!7\<#R.%<9;'1*AWE:D(\9NC!S'1=6TTP&I.6^V<&?U['$YN6H2^ M$C"XU77.S7T)Z8R)3,V#AY,I'%U5P2B@:GH\39\#>?[8NYD_S>JS(4E54&./6$\ /=.C[TG^=5UWZX)] M_I;N%/W8&< -$S$]/F3LU]57U/Z+,XJ&Q?:?QK>'@*,/W>(0OC@,Z-]B#P*; MV6#%N;F XY4,?E&A\TNJH?;PP@Q^=35A3CXP*8I$%:$"'@8_L)L6)(\>S2.6 M6+8/ I1GU0O@)S T'@];@S#Y@*."())2 QP.P& 9'86&IVE"IBM*:E<+TWOY MHM0;%TG873!6>F,77%;Q%=PU!+&CNA#JUU^X;22",#83W;FYIHR1KP]T##'._R''&B"@9SXUSE61H MJM?@,=4V*4F3$4AR^&G5Z8#-6 :KL(&KF5I%_Z&:"=>A:QRM:2 M@:#8BE0,T).ESI]X:GL6RYC 34H0_]A+6V*L(P+'"$XM&]=M4'^V^)8&<'E[ M.YCCI3CN9(WQ,7L5NS.(W0Y['B0IB&78 O4(@R"$GOX'KC:U40-")AXX73;@ M/9]F22RJ/"HJCM&YDS2'TID,?*J6QE5N2;U7*$KP<;.Z]MR+%5LQ_%.>GI6& M6Y$DT(5]M]=/.23WN/&UT+=UT$]CY)YZ[VS6W%*"\:_!>W0PF+_L:Z\T_73KKI*27M@<6V@XHRY4%2BC@O)$J#O)'.X> MZPH-=3PV^2%F"D=G@!W2F;,>*%ML:1E-WE#JI?Q#;7@ M6:O.O>_(H9"]& PX;SV+>D>QDB3U0E/++GK)PG,Z$V"*;5-&'#CZW?1D3^X].OE?>U);C4)@%FQA@U4>T_*.]#]R?JCM2 M+"&R4 N4"554=%0^W,]0"=;M^@_D&3U-,LK.'GPL\1Y#5]^F1\*M@-ZECNU@ M:.L\>&[N#"5[P0WWER95GAC(9Q[V8?"P*(ICFI$N&TU';P<]/\-L.4*]O== M;C7!=GM%IM6-]9^W6SFE+)XF^,J" ]TRP5B0$F?CL9EDLF)_$;==8"(;VZFS M?JN8Z98&\Q":[8_,VBN7C>)XJ9\063NR;V"6$=WO))9_4+_:%BSA&UOZMC%Z MK=[;C4$6J]>OS]2=Z"#FSJ>+N_&\[TP?"+DW[.K!5U(\+:1OZD_2#-0N[!*$(]+-=#SZ_FXQOJ&' M7[>A8]Q0+OJQZBDDX4I(LHBA8UCTT>"&ALA"(E1(N25ZL6QN MBCY7G3&KE"X53L>O TH?X4>,4P9MTMTD"+M4Q"NMU M].Z[C2,=Z=+T$9(^DA# @0B104PX)I3, 00% +>P6+$O8!RZ&1<;O$.]*(!1 M"2IY?@I4Z*G]]Y HVDYR1*(9HE-!$K08;.<*RY28,-O)J8RQ)"8R3,VW1/#Y MAFM+8-S )*,P1N!(S!(03)T)C'>&V<0QGE1!8NW.<5T3,2[5+_E.5[P@B.UO MJ=$K44.]5C%T[0I3,*7(SA M MQ!!+Q3ZRA97];.A6B^8Z$I4R/Q5QUMH2XAF+:>$,"E"8_YG80L!T.W3YAR\P-=_ZU=(H?N MJ(9=["8/0B4;=Q.NJ&P?\9Z&JO$KRAF<>Q+@7,]@X2FG!EX@HAJWJNG2[W3\ MRNY;S.1P0P]%@2$E,VAAOVTJM?U#9+>PZY;7N;.&OZR'.SFZV"$DTV,2+'18 M,))\%VU8;-[^#=5E:#HN(5V:WKQ]^G>F"]VT1:]4U3K.FPUQ B5S[$HQ2AP; M)4PJDHY2^\I$O9"B,0?_61OO( BXQ1Y*6PI:\7*A,]I"N7$*NRA"SCE=52>E MVBD!\D;Z3TJ#R\69^N@V=JX>3X^*$).=]:ZW2W &9@C,V;*#K]$,"HZ2_@"F M>=@O[EYR&N(.)[SV,B3XS7Y_M(0K63XK5NBWO'R\.(#W\9@=9.K:_,*F3+!0LQ$4F,/^@NSCM==]2]-*HF6SLRL&H-4DWTJ?C%\H_\'73_'45C:L= M6LZ]'?M_"]^A>8DK#,>0U? M7;*?D= /SN[5Z<4+\+F^@R=.+S[1+X='CZ)<7Y@EH;(/L?GC#@O_\>.CN_30 M%.3\?$U)P&@W^&E"/V&"E^DR?1'4@P%HMZ%6?^DOH4%>!F6WQD5YY$Y58P'# M6\('?('$U"M--Y#R2_M\S3F/C\/$P4'+/:[4LM)YZ1ZF-'!\/NM0DS0Q?%VF MRR,I\4'R##2 #V 7/S-+6U.6EWN_HK.?GN2Y* ;I&!FM!6CY<._F5M,]F*B? MZ#XP28PTEFTPV=^V 1EEQ/L5Q60 G@BQ4AX7E#F!%F)&5?7>B.'#+)G!#598:6"0X[#>H_2-_E0#*?]BEF#86IH0* M1R+,W>N[(Z_"X%8*NGL.BA29?I,B/8F*U(-'HD./'HSH4!HPHCM]EQ+P7B[0 MY =3ZQ:VR;79=3,)$KELS%*WH2%10+S/2U\]O<2GJ=^T M%V^JC;:[DK>K-EP3BC)VHZ1+&X[IBWN4=:9Y5\"-)6>SZ4DY7=SN"?Y_A_0. MO [C?T>&\_@HW<$G<"N!*^<3R#S*3A9D!V"S2#+\2[15UG/I'$17H!37ZKA/ M+/(DQ+#"?!R:0N0B?Z>-L ;/3]JWXLN'J%LU'/0H D@WC:?C]X,'K_#T;_ , M@H ;9OW_*S^C5W[^#UZX^)^XHS0FT>E&]'3\'O,KA/N_$MQ_PV]L00LV*,1? M,1''#;L-0GSGA+S.53"P,9# =TE@0EK7DJ1$Y ^@.1 Q(+ZKK)7Q. +1QJP M0E4OZ(I1D?")7PEB@;6M#Q*S3KN4"\B_QAQ4:^:K&M2%JE1,F3R>AT7TU M_F+7>'&63#"W-;L9UK3EI22;3E)FF.K9?K*K=YZ5M]2D9586-!,T@*I*F3QC M=:#"FKJ\>0$'%_AG]JH/['RBT@=UXZ;;--FJ(=ZKL+\BIZ?@U0)4RB:E8/Y2U MY+*FS%\&-L#"FTIS,)0NL ^?QV0WP0[.J7$@Y.B(+X?$*9Y?:I87$$/%AC0 4DTT$BVS1NYIKTZC329UA% MA]>2<7<.ST8@@7*__?WMTIZWM0G_"E$<0IA6,@N2RZ H*WW*M.<&'MP''GP: MVR%?<]N[RRCA004)8Y#+KHB$.]/B8>?$AJI7?.I3P09:;#)2!\ MD4ZFTJ\B0API9&2=6ST_BXV&OF7C%&T34X2%\2RP'E5XP(MI[=?9VF^BTK8J M\UMTI^"#0<2-Q\ OUCQ+K]7;7Z*2UR'V7U+@. 0*TTF?V%>DOOOO1.B_?&< MTP_>9M_V GY?-B\;W@<+T;)EPL(M%WE-,[W7APM-\J(YO%AL-SZ6["B'64GF M.HR(Q1D060H6.T[#9&]+*E*FCTM=(.X< ,K='(ZV^&6$+K[C)NAV:D^C+06S M@CT071M!TW[;3#GQ4 _L"VS_+1.UJ\.GV[QF8@AYW! QAP))>=XP2 E3P M.X'CMRJ\4OF47R2<'N?W,;_1S1+?U5.9!0P]FCPZ.> H('QHW89>*SQS+<0< M]"?B8M/@ _#[PH$5E ^X0'S1]//_ E!+ P04 " !/@%98]+S!-]@" #Z M!0 &0 'AL+W=OSN M6NEGLT2T\)K)W/2\I;6KBR PR1(S;D[5"G,ZF2N=<4NJ7@1FI9&G95 F Q:& MK2#C(O?ZW=(VUOVN*JP4.8XUF"++N'Z[1*G6/2_RMH9'L5A:9PCZW15?X 3M MTVJL20MJE%1DF!NA"0Y32 1&-OQM,KT[I G?E+?I-63O5,N,&ATK^%*E=]KQS#U*<\T+: M1[7^CIMZSAQ>HJ0IO["N?,^8!TEAK,HVP<0@$WGUYZ^;>]@). \_"6"; %;R MKA*5+*^XY?VN5FO0SIO0G%"66D83.9&[IDRLIE-!<;8_>;J_'SS^@M$-3.+; MA_@F'@X>IC 8#D=/#]/XX1;&H[MX&%]/X'C*9Q+-23>PE-B%!\DFR665A'V2 M)&)PKW*[-'"=IYC^#Q 0XYHVV]*^9 <1KS YA4;D PM9XP!>H[Z&1HG7^ 1O MD"2JR*W(%S!64B0"#?P>S(S5]&S^[*NXPFONQW.C=&%6/,&>1[-B4+^@U__Z M)6J%WPZP;=9LFX?0^Q,:S;20"&H.Q%P7F,*=X#,AA27F^^@>!-Q/=XLLWY$A M432.QKK$=HDP5Y*FVMT:MT ]P6R&NNZ+#SQ/G<0N/AZ6=CB.,9@JRR4MC(_U'P%K M^R&+'+&.WPI#V-?.8&<>,]2+<[V@ D#B MG$+#T_:9![K:-)5BU:J<[IFRM"M*<4G+&;5SH/.Y4G:KN 3UNN__ U!+ P04 M " !/@%9832YG8/," ?!@ &0 'AL+W=ONN)HZA=;-E>>IM,":J4O1(*>5 MK9 UTS25N:<:B2RSH+KR0M\?>C4KN3.;6-^3G$U$JZN2XY,$U=8UD_L;K,1N MZ@3.T;$L\T(;AS>;-"S'%>KGYDG2S.M9LK)&KDK!0>)VZEP'5S>QB;U4 MRX8IG(OJ6YGI8NJ,',APR]I*+\7N"Q[J&1B^5%3*CK#K8N/$@;156M0',"FH M2]Y]V9]#'UX!1OX;@/ "*WN+I%5>%[ Y^7C/T_2OAQO5'6__-4!SK^ M^#2_N557JF$I3AVZ-@KE"SJS]^^"H?_IC/JX5Q^?8Y_=EHKEN<20I=1$V>VBDR%KJKMXW> 7?DF6TDR7_E]X]W3>,YF7G-3C MEJ#^93)P0';/43?1HK%/P$9H.M#6+.@%1VD":'TKA#Y.3(+^GS#["U!+ P04 M " !/@%98-#;K;;P# !O"0 &0 'AL+W=O(U2NF!B,;?.\R@=^D- M#]O/Z#^WVDG+DEN\UO)W4;K-/,@#*''%&^GN]?87W.D9>;Q"2]M^8;M;.PR@ M:*S3U2$ M\D%Y<(9F!=FYQ0*M*++\%B(ADSY0],[UB)Q'?8'$!21P"&[+D!%[2*T]: MO.05O+=/SG0Y08)+VFDCT,(?ETO;CO]Y3'.'F!Y']/4SM34O";]GS34^B+!ZK'LI$(>@67Z[7!-7<(U[P6CDOQ%4NXUCYF]RAI MH@2GX5AP[XPNFZXB+KUZX4CV,:TGV1S7^NQ/[?RMR9_HDTFH0C8E@ML@K+2D MXT"H]10HKE@MT?2Q]1\&9S>*5NK&$J ]AY/04WAHEG]1G7O1)=826WT#8&$^ MFH19RMIVG(W#T22'6^WH$#IB$(?C;!(F:4PM-AF'C,7PSFAK09]4EH89R\-) MGD 2IED:YO&$-K=HJJ8+Q=Z#QQ!5S86A@\W!69YE83)BYW V9L.0)>F_* U! MT4&=$$\69DE,HL9I&H[R$?SJ;49AEN>[+P6Z1N.^=":4-/Q[& U:\#Q,2(+? ML_&(:(T3N.*2JZ)-OJ)-,_7*)DZIFHK&&'(B5!?/ 7AQ(S9Y.<4@(6]Y_'(\ MAI1-PLDD)A%"&R!]X3 =PD=-J?ZJ9_*S#^"^0HJ#"NFHFWV%'(MKO:\0WE<( M'\DH;)[[R;L"0H=UEO_V/-+=8;P&!ZD^.$CV8\=I=' )5FC6[55/<+I1KKL/ M^]'^-7'97:+[Y=U3Y#TW:Z$L2%R1Z?!B/ K =-=[UW&Z;J_4I79T0;?-#;V( MT/@%-+_2VCUWO(/^C;7X!U!+ P04 " !/@%98J2.(Z/,$ "_"P &0 M 'AL+W=OD['2_?G>4K#BI8^3#OM@4>??<+&[JR!/9EI_94_IN7%(&1" M6&'A&$'0WQK?854Q$-'XUF$.>I.LN+O>HK_WOI,O,V'QG:[^D*5;7@S& RAQ M+IK*W>K-+]CYDS%>H2OK?V'3RJ8D7#36Z;I3)@:U5.V_N._BL*,P#I]1B#N% MV/-N#7F6U\*)R;G1&S L36B\\*YZ;2(G%2?ELS-T*DG/3:YQYN#H3LPJM,?G M(T>0?# J.O6K5CU^1CV*X:-6;FGA1I58/@88$9>>4+PE=!4?1+S&8@A)%$ < MQLD!O*1W,/%XR2$'KZ4M*FT;@_#WY49\ M"JQG:/J,\4\,1U-%\KJQ0I7V&+)AASAUQ %X9BLCV-:9R=Y,#[-X$#A9'WA9"\NG/=2 M$7E)UM_I-=+:V7WU:,?BMD32#N)5V0[/MN#YNAFE2>:,MB!95VHQOS^&>[%*E>\P2 M;EFG^V5 7X**KG5??,3LYFIZ=WWY9\#]3/<6Y;PDRM[RTV3_JAT0=?*7\R$4 MI,.0(2+ZZRU0(QIRK0LW'U.$9@P@.4POLU)Q*+V):(^);;?_'R[$PZS#/]!R M>=]R^<$.F7+.T3J8JD+7;=GW>S?W]&2B G^X=?:UX$$#^T?VW>.Q7//LL; 4 MU'>?F_LL]W3X3Y\:I^$^#N*8AV!R$F3)*2]HNHY3^,U/@#EBVR^=AH5Q MDD,/FT_4B9X=%8X)]5P>$+CU[3/ MQ?;#Z95_HLVTHP>?7R[IA8V&!>A\KNFZZS[80/]FG_P'4$L#!!0 ( $^ M5E@+UG_,KP4 -H- 9 >&PO=V]R:W-H965TBV=;FM1N*81]HB;:(2*1+4G&R7[^C*,F* MEQC;%TE'\1X^]_!X)QVMI7K0)6,&/=65T,>3TIC5X72J\Y+55!_(%1/P9B%5 M30V8:CG5*\5HT3K5U13[?CRM*1>3V5$[=JUF1[(Q%1?L6B'=U#55SZ>LDNOC M23#I!V[YLC1V8#H[6M$ENV/FV^I:@34=4 I>,Z&Y%$BQQ?'D)#@\C>S\=L+O MG*WUZ!G92.92/ECCLCB>^)80JUAN+ *%VR,[8U5E@8#&CPYS,BQI'%J"N:QT>T5K-S>$%?-&&UEW MSF#77+@[?>IT&#FD_AL.N'/ +6^W4,ORG!HZ.U)RC92=#6CVH0VU]09R7-A- MN3,*WG+P,[.[^ZNS7S]?_79^<7OWX5V*@^0CNKCY=GG_'>W=TWG%]/[1U,!" M=OHT[T!/'2A^ S3 Z(L4IM3H0A2L> DP!88#3=S3/,4[$<]9?H!(X"'L8[(# MCPQADQ:/O(%W\:/AYAG]>3+71D%F_/5:D XB?!W"GI9#O:(Y.Y[ <=!,/;+) M[,.[(/8_[B 8#@3#7>BS.SA]15,Q)!?HK*1BR1 7Z&HMF-(E7Z%+81BL:E[C MO1OYOF1H(2LXC5PLD;%[W!U)_C?3R,#KO%U0VQ4A ?.'4E8%K-OG!W/B%0U# M1HXGRX$>[^C!)-4N Z@KIK@L#M%W1I5+# 3;RNHY4\/6V@NVEP#M70IPDXVF MHM#[Z"L4*"YR63.T5TD-(]08Q>>-BP"(V#7.9+VBXAF]!PS?\],4GH(H\.*$ MP%.4>!G)1GIN"(/,N11:5KR@!ICI9JYYP4$4"&TO\ &"X'T4I1Z."-K+B!>/O&"@NMV?BJKM$^RR;#?&:UG6'A-A M;*JX;N(*^Y*JPD[*J2Y1P;73#-XY58J!S8KR8IQ0SY!(&K'7,\ESJ6017#KQ M43IYB#WE;&6 HK)YB1K!#:*U;(#>_B&Z;E,5G;0#[80KN !A6+E/L6_6Y=_# MYR\"@$T_YX KBCG-'\: ,!^&' Q)Y-#(E,XI$= M &"$?FDJ\$H[KY-F"2W1AO32[F.X(2-4RXZ$7AAG(]OW@B!%5[F1-ED&HE_E MHTN?(>+-2+^X4]:!APG<0M" A!N;6 W2D;1QEX1C:?%+:7$G+6YA$KMO,=26 M+&GMV-YL^4JWI,5.6CPVLAX0;P!3"Y"D7A:XO4HM_=CW8J@93MJ>8R_EECT< MI!NR08WL+4R\('%Y%F8N>C^)-[KUCALAD^T1'/7@X0C<*AH"Y92,P"/0@(RD MC;I^X<0D+ZS [TPG;0=CT4GJ^9VT+LF(EX#=21L/*,_]]G1&V@/B$:#E22!K M \>[35Z(*(I))VW/L9?6W[*3'I5L4+-M/'V" Z[$5M( MN@*AX<.QL&680]4;VI%XA'IC2PSTKJJ!]UT9=.5VJX#9>FG=$BBSD>]#SVPK MERV?[:>#0',FV(+GG%8@@>VO!9H_CS$.MNC0!;2U_\I%E]".^AII/XTJJC4Z MZ2OHG6VI7N?=MPEH^F$,;!/G_:;?ZVQ?ZZ?3T?=VS=2R_:O0( 9P=9_>P^CP MXW+BOM/6'(S!>;)4ZL%]W.23('*$4&!F'0*C MUR->H1 .B&A\;S"#_9;.\'"\0__D?2=?ELS@E1+?>&XWDV 80(XK5@E[K[:? ML?&GY_ R)8Q_PK9>VZ/%666L*AIC8E!P6;_94Q.' X-A=,(@:0P2S[O>R+/\ MR"R;CK7:@G:K"FLAQZ9*RL)K^WC5K>S!O.RQDQ.8,8)W"II-P:N98[Y2X V$=RS M3'8L+Y-7$3]BUH).'$(2)9U7\#I[KSL>KW/*Z^\5M\_PQVQIK*;"^/.8DS5$ M]SB$$\O(E"S#24!J,*@?,9B^?Q?WHP^O$.SN"79?0Y\N2'QY)1#4"BZ9X1DP MF<-'+BJ+.=R16&]DI@J$.6JX4D5!!;[8,(W'''E]JQEI*U,RXX(S+Q3:TFX0 M"+Y4$J4U;F:Y)Y$W))!IR>7:0$D4LIJ"<12 TYP+B73+N/1HUA43+%T3&,'O M9%O7!E!FL5@2PBZ[[I&X1PQG-\Y658:V-2'@4X:E]=O5^[!"543OW,>#U_$X M$\K0#+-6\V55[VJ5IT"&7.7P$X%'830&2:S"859I;C@;.XG-(TA0Z_1[$:><-O'9QLRI[V"B1 MHS:.5IJ&@V':$.Q$PYK@H-N';[[-$ _VB)JZYHO(4Z8J:RR%BXB-FL+9OMD" M!MTP'O1AT O[I.'^,.S$*5RO5M1!70WXS%,//7!Y!'-E*=&BK564,9%5HI9^66G*&A%H)&.WZB(3S!@HD)28MWPVZ3CT?Y\)S0">T+$C MX[0!W@AX]XRBD M9OU&-DWX_BL7:G@9JPPZ8Z[K;/CKS%95(H<-%3XM0;J<$(6+G;Y:QPZ0]L$9 M7Z!>^YN,H=VH!=;'_7YV?UF:U7>$'\OKF]8MTVLN#0A _J\4!:WY&ULK5?;;N,V M$/V5@3=9V( 0B]3%ER0&DX^?L.*5EV$L4( MBKY(%#USY@QY9DB?K*7ZJ1>(!IZ+O-2GG84QRW&_KY,%%D(?R266],M,JD(8 M^E3SOEXJ%*ES*O(^]_VX7XBL[$Q.W-R=FIS(E'LM'/&QN>QM7<&/S)< MZYTQV$RF4OZT']?I:<>WA##'Q%@$0:\GO, \MT!$XY\:L].$M(Z[XPWZ-Y<[ MY3(5&B]D_GN6FL5I9]B!%&=BE9M[N?X%ZWPBBY?(7+LGK"O;..A LM)&%K4S M,2BRLGJ+YWH==AR&_@<.O';@CG<5R+&\%$9,3I1<@[+6A&8'+E7G3>2RTF[* M@U'T:T9^9G+]_>+VY@H>S_ZX>H#NHYCFJ'LG?4/0UJ"?U##G%0S_ (9QN)&E M66BX*E-,7P/TB5-#C&^(G?.]B)>8'$' /. ^#_;@!4VB@<,+/DJT3&2!\"B> MX3+322[U2B'\=3;51I$T_F[+N4(,VQ%MN8SU4B1XVJ%ZT*B>L#/Y^H7%_O$> MOF'#-]R'/GF@\DM7.8*L+"J4!K1" MA&+*:IF*]V3 M.PP:,!"T"\+ZYM0?]!C^).=*1.]]*U?GUKTN*99<:0+2/;A8*47L=WCN)-"= M8HFSS/3&\ U35"*' XA\+V0A#5CDC?C(#CS.AO!@*!?@7A0,:<8?A!#X 3Q* M0U[)IZ) Q+U1Q($-/)]B^$ PLBE>P#=@!-.T'-K:9.^ M:A')\"B$0^A&1Y3;(?A',1SNJ9:HJ9;HT]5RCXDLDRS/A.O[M9[MLJV,5"_- M"F^KIJUF]L9KK_TS.J7:0NLF]*P.O;,QHI KDI21SM0"**M]?*9C5R-D^G^H MCNMMN WN=DN%<9$WU+9DE=,99X=N0UGHC0)F1X'OQ2-;.5'H<0IV7=!"&)ML M24> >+9GB!W24AA%Q+-R3@D;I'4R).O XS%II,O\B'!&5G[,&P11KU9VMH>L M!R6Z2!NVSLJIC"071P,8AC'PF,/%0I1S"P9/(E]5VR'L(HHR0:M\/F04.AIZ M8>C8,(\-B,,MK86JPG1'MOPB9T:CURUW0\E51._S);%'ZW&C]?C36F_:BCW7 MSK1&4[7G7S,Q)1F:K/U V!N@7=SMIX0]F43YXAK'X%AO6X^3]I9/ON5C]>R8 MOY5O?23P_W DO-'[Y7L68_ANE;,DU1@K2#K_*V:)6&:VV[F)1"CU0MN[%BK5 M[FR@Q\"G GHB\195[W>)WS9(]1)0N_<]%H? PJ'K^V]Z\BZ!-K@HMMT;JB;^H55W9PNL'&NO@XU?FS#[._?* M7< MW9YIE6S'JJZ8S6QS03^K[J5;\^IV?R/4/"LUY#@C5_]H0/U553?FZL/(I;NE M3J6A.Z\;+NA/!BIK0+_/I#2;#QN@^=LR^1=02P,$% @ 3X!66!7,:I2V M! R0L !D !X;"]W;W)K&ULG59MC]HX$/XK M([JJ0.)"$@B%[2X2+WVAZK9HV79U.MT'DPQ@K1/G;&I!KQ$-_$A%IJ]K:V/RRU9+QVM,F?9DCAGM+*5*F:&I6K5T MKI E3BD5K=#WNZV4\:PVN')K,S6XDH41/,.9 EVD*5/;$0JYN:X%M?W"+5^M MC5UH#:YRML(YFF_Y3-&L5:$D/,5,\0Q"F&!B,8_.\Q:9=(J'H[WZ.^=[^3+@FD<2W'/ M$[.^KO5JD."2%<+%S4[6KT%<:"/3G3(Q2'E6_MF/71Q^ M1R'<*82.=VG(L9PPPP972FY 66E"LP/GJM,FN6H:0[7XKWJ&,2I3P%RA!"#(5[ M7J/P+.($8P_:01-"/VR?P6M7?K8=7ON7>(H_,GL#8)IIHPJZ6$8#RQ+XB,F* M9RL8V@O"#4<-$ZYC(76A$/X:+DB<+L_?I\)2&NV<-FH3ZE+G+,;K&F6,1O6( MM<'K5T'7?WO&I4[E4N<<^F!."9H4 D$NX;1[IQB?QQSJ$BW&=(&J.H FF#7" M6*8YR[:P9HF;+Z6@G+:AHVS7AF)IQ\D3E9CNA V=]N!^C92"JY7"%>V16$II MPW-Q(%0:V;@\P@38(RHJ"]4^Y(K'"%Q#4IX.)A[,-RS71$P(IC3,B 90'3$" MK?_EG3Q<^!.9@KMM[F(VW@./%D*W;FY&IH 9.3UA6PIB@C_@?L]EN.,RXY33'G#[B;3)! %L39/@RQ,@C:8?8;NS]?B(YEIJ.3^]/ M&L;V9^QSH=C1[+>];O<$]I?AW;?;X6?X,)SO?7BR,V*: M[FUY6=M^:82M&7PL%L[QT&^<#5'EP#%P= 3<>0;L>]W>;P&?J49158VB_U.- MJB3[0 U"66\_2ZVIQO(L%@4]%C3859=,2\$39K-F;NA7EFC"^YI3#ME'_&1% M.\_K[JA0&?O"[3H0_B^QL)97%3514J-NX:"*\8/WXF?2\2%I?41:5J0=M)7. MJ,F*F5Y3-Q,CSTFNGK.MTV@<&]7$63D=0N$RT> >D(S,7)95S#VTSRNU_83V M$T!]:CG*0I-YPK<' '7K8>.,@Q=0#Z/FFSYE(@V#7C-H]]RPVV]V_'X#OKS MAWI0HK2;[:#OAD1S/^R'S:@7-9R0/:2M]0I/>A7NXZY+TSGCB;45RS25"3?; MIT<$#"IJD]QYT(-A@RAM'+FJ9 JJW=3.% MI:A6KHDD*K+(3-EI5:M5GSHLV[,G\;+)I7*^LI=-X))4?>\-75Y5-H[EQ,C< M-6L+::CU<\,U]=JHK #M+Z4T^XDU4'7O@_\ 4$L#!!0 ( $^ 5E@A6$-F M( 4 ,8: 9 >&PO=V]R:W-H965T>E6X F"YR7?1CV@99HFRA%NB1E-_OU.U*RK*2RL61 M@0[^D(@Z'1\^=[SCDY8G:R$_JP4A&GW-&5>GSD+KY;#;5>F"Y%@=BR7A\&4F M9(XUO,IY5RTEP9F=E+-NX'EQ-\>4.Z,3:[N5HQ-1:$8YN95(%7F.Y=,986)] MZOC.QC"A\X4VAN[H9(GGY([HA^6MA+=NC9+1G'!%!4>2S$Z=L3\\2XR_=7BD M9*T:8V0BF0KQV;Q<9:>.9P@11E)M$# \5N2<,&: @,:7"M.IES03F^,-^D<; M.\0RQ8J<"_8'S?3BU.D[*",S7# ]$>O?2!5/S^"E@BG[&ZU+WR1V4%HH+?)J M,C#(*2^?^&N5A\:$OK=C0E!-""SO7-_ASKW>,J(.CKI:EC%^';3 M"O&L1 QV(/H!NA9<+Q2ZY!G)G@-T@5[-,=AP/ OV(EZ0]!B%OHL"+PCWX(5U MS*'%"W?%C*E$CY@5!%U0E3*A"DD4^G,\55I"F?S5%G0)&;5#FM89JB5.R:D# MO:&(7!%G]/Z='WL?]A".:L+1/O31';1B5C""Q QMR;MHK!31"ET3;"+($%3Y MA*2%E)3/$>89NA% MH9FAN;(YSDMZT,D:45Z>(Z8A881FE&.>4LP0+F,QK!G%4\JHIH"5;V+#NHEI M^AEM0YN:T%Q8&%;60&TNA0*L7!0<,"%KX"KFG/X-0!F1=(7-6;!C38M3 6TA M9N"*"JAH">VG-#PXT=HF6DK,YS8^!=VK%R@UDXA<8EGBF04Z=%5"0@[AQ# 3 M :!>P*86)F60(NMV+O(EYD_OW_4#/_F@ ),KP6B&C<\4,T@;0;;O(0 ;([0) MR:= ;-,J=MV7UN 8RJ;=_1-9$8;\ZAE4SQ#="PT;]*O-::-W2L.X"N#W,D/ M_JPB=V=%Y09^&I-NFW$^]^QXC.88]AQA (UQM'.71J46;\ M)V1S%'R 4>)ZD==JZ<1NW ^.8!3V^J8O?DE?@>N[03QHM71\UT\2@SN A&V+ MZ'6\!VX_ '<3^&YB'2;_5LF4>>/Z.F@C^!S7AAVXPB-M-G1"2VK>[ MYX;!6^IBX/NM%LAN% \,5.F@2C_,"710I8,J'53I>ZE27*M2_!95*C>S39#V MPAT$Z2!(/\SA-=0ZR\62XELEHYF7G MEQ?=<$&FL-,3LA)L9?Q3T$EJR*:FUIY,9\>AZWG>LY'?"UZ,>L=ATOL900]2 MD&2('5*6P7+ ,X%:L$4<]-Q!-+"CP/6!OQE%;G_0,R/?=^,P0LE.H-"O@,)! MY/IA:"?UW<-SC>4_3"@ &ULO5EM;]LX$OXKA#>W< #5$2F*E-(V0-[:#="D0=+2DW9__3U#R;*2*&[06RP0Q))%#N?EF6=FY'V9M\665Z] M'\WK>KF_MU=-YW9AJDFQM#F>S(IR86K\'VUMS!I/CIX MY[Z[+ _>%:LZ2W-[6;)JM5B8\ON1S8J']R,^6G]QE=[-:_IB[^#=TMS9:UO? M+"]+W.UU4I)T8?,J+7)6VMG[T2'?/XIIO5OPS]0^5+UK1I;<%L4?='.6O!_Y MI)#-[+0F"08?]_;89AD)@AI?6YFC[DC:V+]>2__@;(S4%.RQ-3FX-W9?' 2EH-:73A3'6[H5R:4U"NZQ)/4^RK#ZYO+B\_ MG9Z?7GPY_,3.+CY\OCH__'+V^8+1W]DG=GAQPBX.O]Q9K7;?[=50BD3O35L%CAH%Q L*<,'.B[R>5^PT3VSR M6, >K.E,$FN3CL16B2=V.F$!]YCP1;!%7M"Y*'#R@A?DG7ZKRP8\["Q/$)(R MM17[S^%MY;[_[Y#-C40Y+)$2;;]:FJE]/T(F5;:\MZ.#7W_ARG^[15_9Z2NW M23^X1N(FJ\RR8L8.[^Y*>V=JRX[-,JU-EOYI$W9<5'7%KFR&!PFK"_8YS9C) M$W9AZE5I,O;15.RR+))5DSJ'9'U:P^PA6[=J,VSK^KR\/>\.YZ5Y;;&@IJMI MMDHLJ^>6S8H,O)'F=_L,<;6+6UMVL:5_@HW/A&/X=SI:K%J0K$Y@62DBZ5)2S!@S<:14EX0"F2: M%KXG OD#2SV6@]$#Z"D\%7 8I:7TPBADGVA/Z*DH:O\CT$M;UM^;+0"->8U& M.TYXY 4P@7RF0ZBE W9D,I-/'?BF#F;Y"T[<1S9-5V6)0]*\B><.(^-"$3]] M)%B TR+^]'O.I(B]..8P(BU*!OL\7_KL2P&HOW@RSMD$<),ATUZ&-*J7FPP9 MBNMRDR&FRQ#P=SUG9KG,TBEQXE-OEG::&MKC/?&M611EG?YIFB]*;*Q:]%=_ M$?81Z'LH\1+:;_)ELV (W8U'_T9T7Q 6MQ[7C]=.#^H[/;!OH=.PH]/PU71* MQ/D(@VN/MX3I\@@V?UVE5?H*ZMQZ\C!U-MR=]G1X 9J-+J:G2P^D3_'U;VO* MI@"_!#67;4_PUC?494R'L?9\.FJ'21^!"8DF),+L:\J_(/*B2&PPU]N@0[ * ML,D5\"29U#%R>HU 2EVNN.?[%&A$/'815UQ[,53=$F_5Q5N]/MYSD]]9ITX6#WO\05G7 #6*WOUT[;9X?NN*=@\UD(,@I\ MQGGLR=!G@GMQ&+ 8?!0+=KDJX8K*Q69M-YFXS.!-E#,A%8N]4,:@ *$DKKDO M&!JX9HIH+$[2:@HU71<'V(A0L2!V']KCP&3@@\,X5+U/J[5;X,_[%+COW%^Q M,1A&@JA0@#2JZ)A[01###3&/=MD)ND6LA,MH)8]\/% 1)R]Q[!E+/][M=UAC MY?DJHL>!IS01(>SF 7V"#Q6V#_N+,S"U0,7C$3;&\%?D^4' N-#(K^A'#HMC M2J=(011=89#;ZJS0TUR2P5QK\C:\)$+4DNB'SN((9D "A(Q0)R1J1.1)2'GL MJ-@/83)5#_)DJ,A5 MFO'SM+>WZLR3C'PP26JEN__P%D(!-1B<*S/T7$YSBYXF\2=SG$)38$P&" 04V9)2Y&GD(M;4_$(20.@/-B,61 MY>0-!2'<1RJBD7NNJ2+^AZ:@ JF0GAJ:8KL,O$#SM:;#)/-<5TZ1]YW*?@@, MAJ%F@0*NHP%-A41R: 9X1#)DL0.\Y)Y"L@Q528 1DM%0<:*2&,D5 * Z[MJB@V:7(.6.7\SQ3A>HA)1'5IW6Y0&5!J."W1M M^?<)&RI7:6.[%V:YR2E]>T3!U'+]!.: M!VM@;&E7=->NZ%>W*]:('SLC5]"T<)T)=0QHA[7BW7%(MF)A:0>SWY: J47Y M! .C37+=@U0H']0XC$,Z.M[L?.)9!;V ?Q"W)DR"$0-4-ZVA?$2T_(\N..3W MTLXR-T^G"PHR3?D;42@^6I/A5+U1#,"?,M2N/JL(@SW5\^N?10"1*(UY:%?0 MVBAW+5%+_%BYD<^'TSC_04/"FSO+/J1E5;\Y,=_?%+,W0-\; M]]:2WCM,K2,U-,S>HR[YZ0NUMFL>2K:MZOS$O-!V\8UV#O0F^7U5.>="U22= M@1FQ,C59HZ?C?,R'*^AJRI*H>^$DK>JTF;#; @#0+9&%#JWPSNPY]K?G#HT5 M8TQZ[.@VHWAJ/8GIQ4\<3M"889"3$U3 MFK5S2?\ $4PTI5T035!/<1_2@5M $G<@B5\-$O@YGZ9+J-&;&/]*-MZJRC! M-CKU2O'?Q<$;OOU+7C3\-&F@^)*6MUV/T8ZX $A:)"]R"+UEH*H0QO+15 #. M QMDO:E @B>U=$-C$( NM>\:R]Y8\VB:<'X2;\&45!)40Y,^&/O:9$T7.%"] MNA>SO4K1O* <*X6J0+/D6$?4#+G94M%4 ME;VA.XS1;,=FFM" M8@\NRY8_\F3@;-08/R1K=VF(1! 1.191;7MQN/FZ,B"=^GMORA&>%IB/,)$% M@1M#:)A^HL:FUM$&#'D!!H5Q0/75O304TI4%>B$U+>V:F[JR)05UXQ&H '6- M1@N_V(7I!1!3,N5#2$!OI30/W*@9TJ#^_T+3T@'/0/DS16ZO M]RO@PI9W[K?.BCDMFA\$NV^[GU,/FU\1-\N;WV+/38F$ :':&;;Z$QV.6-G\ MOMG&UL MM9K;;N,V$(9?A5"+(@ML+8D^Q$EM [:9;0TT!\3;%&C1"UJB;6$E42O2=@+L MPY/K:0MQ.21Z6QZD$4Q,4G?2Z%.#)0 VTVP*4!/C4XUT*W-.B>&+B] M,P:]TJ"7*U,,)=>!4$DGHY0?4)K=K6C9EUS,W%H-/XBSY[Z4J;H:*#LYN7_\ M=7JW^&OZ>7%_AZ9W!,VFR\42W7]"#X\WRYN[S\65"\(D#4+Q861+U6IF:WME M"_.B!7RF!1>C6Q[+K4 WL<]\'6"K[E9]QJ]]GF$C\8[O.\CM?D38P5WD!ZF: M0US-Y2U-F6CJH!E'F-=!7;?$_8CLDG0>2+ZG?[@ &L;;K9Y1-^=US_#F(14" M\35:2NY]07__KJZCA621^*>A<[,"UFN&97'D6B348V-+!0K!TCVS)C_]X Z< M7YJD@X01()@F8J\2L6>B3Y;%,_5XO&>I9#ZZ".+R"3=-ZEE!&^2T+'CN)^[( MWA]+8VROK31 ,$V:?B5-WRC-_2%FJ=@&"4I8ZK%8JH"/5B\H4>+$LDD<(Z_M M%(.$D0+F.HW/35-G4*DS,*I#F @V,BVE)/UY-NR?.:NY :[F :+I<=>+O&E/BR9Q' MD2J.BVGW#1D66#.H]9P#3?NA:+J(=>+O]D"]%S*OGX/2"!1-5[*N$USH0L%M MR,>=#NZ?.BUH#0!%TU6JZP777# 4\VV*EN=>'\S,@-93#+2 @*+IXM4EA'L) MZJR@A04HC4#1="7KVL(U9MVO:X?(=50>BO8TW#&UT H_<]_BW4>VX-9OO!H5 M!JTZ2MKPN#QG/SL#/1X0J$9UZ>J*PC67%&W?%94XT\LBV+@OP%:@30Z;\W%YJQ;FFZ"6*"0K96IT[E4:UU:['ML\B]02P,$% @ 3X!66)@CL)EN!0 D" !D !X;"]W M;W)K&ULM9IM;ZLV%,>_BL7NIGNE+F#R0-,ED9I MNTBW2=6TFZ9I+UQP$G0!Y]HFO9ONAY\QE(2$TK0[ZXN6A^,?]O_8Q^?('3PQ M_D6L*97H6QPE8FBLI=Q#Z+A/Z-G@I;RT!^*B2+B\:J!W&8Y'_)MT*( MO0;MEQK810/[U ;MHD'[U :=HD'GH 'NO-"@6S300S?SL6OA7"+):,#9$^*9 MM:)E%UI]W5KI%2;91%E(KMZ&JIT<+1YN;B[O_D#S*[287L^F5]/)Y>P>74XF M\X?9_71VC6[GGZ>3J;= /Z-Y&"&2!&A&9,I)A*Z)0+=<35HN0RK.]#N7/DHT M%2(EB4_1A DIT$>72A)&XA/Z@,($W:]9*I2M&)A2#2'KB.D7W1WGW;5?Z"ZV MT0U+Y%H@+PEH4 68:NRE /:S &.[D>A2OX7:^ S9EMU&#PL7??R0]=-$8T9K M.C@Y'6>?@'-/Q^$3<%XS;N[+%L+]?+ -XK7+V=/6O/:+W=_QLS&EH.K9FZ-F67WSYVJF=PM3=:JW6@R*2Q,V^=M9 P M#PA6<4*O=$+OE5FK DGXO&OXV:YQIAW!EBJ7\-,XC;2+2,S4S/V'9!.\=OKV MCB=NNM!PEQ(F <$JSBC M7SJC#YJ(]"%= @ES(6$>$*SB$FSM2@NK<85<;BE7Q::JVYY3DG(/?22UGMELW>RV8VR.:VVT_T1"9J$2K8T$=17.: 2CDDJ4*!20-MJXUK!&L%O MC2&@-!>4YD'1JB[:U9@8MLC$H%4F*,T%I7E0M*IC=I4F?JW4S)+VTC%GZEI2 M]2&IX_P9$E(GERKH^.JUV@EJO054^Q7>@J2YH#2OH&&[4A]:C@I 94RL>F)7 MPN+F&G:1AZ^9#EK?4?>$H&8[M=Z K"@GH#07E.9!T:H>V]6[N <;U""KT0DH MS06E>5"TJF-VM3)^M5@&"&I.[5+O[B_UPA.0]; +2O.@:%5/[.IKW%Q@'P2U M_Y"I@1;@H#07E.9!T:H>VQ7A&+8*QZ!E."C-!:5Y4+3J$=>N$K>;*W&0H%9\ MHS%_*8[(@$KAXH0,DN9!T7)/F'LGKS'E*WWD+9 ^,\C/(,NGY;'ZI3Y,/G@^ MQA=N?CB^P^1G]3>$KY3K4$27"FFU')6X\/SX.[^1;*//=Q^9E"S6EVM* LHS M _5^R52$+&ZR#Y3_A##Z%U!+ P04 " !/@%98#VDY'J$# "4#P &0 M 'AL+W=OA:2RE75[8MPB6.D*BQ%8[5FSGC$9)JR!>V6'&,9L8HHK;G M.$T[0B2V>ATS-^*]#EM+2F(\XB#6483X[AI3MNU:KK6?&)/%4NH)N]=9H06> M8/F\&G$ULC.4&8EP+ B+@>-YU^J[5P.WK@W,BF\$;T7N&325*6,O>A#,NI:C M/<(4AU)#(/6WP0-,J492?OQ(0:UL3VV8?]ZCWQGRBLP4"3Q@]#N9R677:ELP MPW.TIG+,MG_AE%!#XX6,"O,+VW2M8T&X%I)%J;'R(")Q\H]^ID+D#-SF"0,O M-?!>&]1/&/BI@6^()IX96C=(HEZ'LRUPO5JAZ0>CC;%6;$BLCW$BN7I+E)WL M39Z'P_[X;WB\@TGP]2&X"P;]AR?H#P:/SP]/P<-7&#W>!X/@=@)_P!A3)/$, M1HC+'3QQ% MD3D/ YQLL$:'BBUKV/+F!SY^^P"<@,0P)I7I%QY;*7;VI'::N M72>N>2=<JWL'IBQ>"Y4A(8OP,;H)1L-@Z,MXT[MLU-H=>Y.G4;K1+])H M9C2:I33&;(>H.L/ 4%"70XC)!DTIAO^@/Y\32LQ!W\:2R-TQAJ7P[SW0BL * M2K0R)5H?%-.M*B6H"*P@03N3H'U6,"3QK#[P^V XQCJ!;DY1F)=VT2+XW:,T.U%/>]YU016$$"USE\\)T/"M84N"(5JD(K MRI"K>]SR@$UE6!D9Y$&&"U!?Y74L!;!Y?OZH(N[;2':=UIMKNMR77^7J';AZ MI5PG6T15O:X+-.B'/]9$$'/@^7PX,Q'*=WIW#%2$5M3E4'^Y_D>E0J7U6%5H M11D.%9E;6NU4E KU-_>UY]?JKQ.ATKK+SO4]D:J?33LH(-0^)RU0-INUG'W3 M:-F'Y4F_.D1\050?0_%N&1K-927S"#;H97, 4YSR9! 5"J MC13&G\K3J&^IA;OC5_?;(KO*LL "!HS^(+%<]XPK \6PQ#F5CVS[#:H\;>T7 M,2J*7[2M:BT#1;F0+*G$BB A:?F/GZM]V!'8K2,"IQ(X[Q6XE< M@I9D1:PA MECCH@.3<;WX2#\.D6?43^*> XQNB=X02B1! 0Z'X+$A(H+M3Z? M#M'YV04Z0R1%LS7+!4YCT36E M6W,Z,*ZJ:$>H^<>H^4>A*D$Y2I1AE_P@D)3 MV-+!+QQTT]@$MFVY7M?<[*8XK'([OE,7O:%KU72MDW3]&&TP91P2)/&S>BHG M*$LG;Y?2=3J=/A7IM5>M9E:O9O5.LH[E&G@3D7=XLY;E[Q$U%;6/[)Y?$_DGB69,8JK:?=EZ MZ+_6TT3I'[QECF\Y]A[F897=\2QKC]/'Z*P5#KKTE?[S\M3 MHIQ(EA6-=L&D:MO%<*T.5N"Z0*TO&9.O$]V[ZZ,Z^ M02P,$% @ 3X!6 M6/&3?9FJ P .!, !D !X;"]W;W)K&ULM9AM M;^HV%,>_BI5)TR9MS0,4>CM HN3V+EII$;1WFJ:]<),#6$WLS#9P^^UGFQ ( M2J*B^;Z!V#[GEW/^R;$=#W:,OXDU@$3?LI2*H;.6,K]U71&O(0K5^0<<&*Q--Z)DZ'@Z(D@AEAJ!U=\6)I"FFJ3B^+> .N4]M>/I]8%^;Y)7 MR;QB 1.6_DD2N1XZ-PY*8(DWJ9RSW>]0)'2M>3%+A?E%N\+6@< C.';H-#IW"H?-1AV[A8*1V]ZD8'4(L\6C V0YQ M;:UH^L*(:;Q5^H3JY[Z07(T2Y2='BY?I=#S_"SW=HT7TY3&ZCR;CQV M7AZ?H\_)9M.^3P[AM=MX'TE M4KU#4Y((J::!#,U(#MH&/3Q,ZM1NI>E)YU;D.(:AHV85 7P+SNC''_R>]UN= M4C9AH2581<5NJ6+7T#L-*M:\Q'\_:!4C"9GXIT[(KDTA;<)"2["*D->ED->M MK^,,N!82L2623.(4\6(F((>9@#?/!'NT[QFV7L"V(^_*[PW<[:E6]5;=JE58 M;Q645I7L>F5VO=;LPC_0,\<)H2N$:8(6FSQ/WYLJK15UZ0MB$Q9:@E4D[)<2 M]FU76M^FD#9AH2581K2Z7_J*V82%EF 5V7SON%GT;%=K0;2DI55::(M65?-DZ^U_OY)M M9U^LJ_^A5;3!K%>_C/K!48F@50E5BDNRVG!- MO]^Q7IM6=_]6::$M6E7-XP> W[HM_I^U:?5CP"HM+&CG)=P_*V'WY$A!?=:O MS-&,0#';4+G_MBY[R^.?L3GT..N_T\="YJCBB-F?*4TQ7Q$J4 I+A?2N^FJ/ MSO?'-/N&9+DYN'AE4K+,7*X!)\"U@1I?,B8/#7V#\K!L]!]02P,$% @ M3X!66!<^I(:@ @ O08 !D !X;"]W;W)K&UL MK55=;]HP%/TK5]DTM=+60$+;J8-(D+1=I$%1*9NF:0\FN1"KB9W:YF/_?K83 M,EH!ZT-?B#_N.=?G!)]TUUP\R@Q1P:;(F>PYF5+EE>O*),."R#->(M,[T[; MV2[N8V+"DMD$G*&0B<]YQ^^RKJF'I;\)WB6NZ, MP2B9"\!G0, OP;XKP5T:H"UVJVD6!\BHDC0%7P-PE1K-C.P M9EJTED^9>>T3)?0NU3@53*;#8?_^)]S=P"2^'<4W<=@?/4 _#.^FHX=X= OC MNV]Q&%]/X!/$+.$%P@/9H(23"!6AN3S5&]-)!"?O3[NNTD##E3F81KEF+ZG,#56AI!WE;0P#O*&&%R!G[[(W@MS]]SH/#U<&\//'H] MO'U$C=^\'M_R^0?X^DG"ETQ1MH QSVE"M?&_^C.IA+XPO_?Y7?%U]O.9$+F2 M)4FPY^B4D"A6Z 0?WK4O6E_V>?669-$;D3WSL=/XV#G&'L1,H695P 7HQ"2Y M,DX2*7E"B<)4WSJ5P9(E*/2?FH$B&RBYI":;Y#Z;JW:7MIV)UE70ZKJK7>_^ M6Q$=JZA4NCL7NT"QL $IP?XGJBO1K#89W+?1\V)]H+.YBM)_-%6P#XE84"8A MQ[FF;)U=GCL@JK"L)HJ7-CYF7.DPLL-,?U]0F *]/^=<;2>F0?/%"OX"4$L# M!!0 ( $^ 5EA^1D;NC@, +T0 9 >&PO=V]R:W-H965T9(JS3)+$/GXW M4*U=4PKWKY_I5U7R(IE'Q/"49#_2F*\GVD@#,5ZA,N-SLON*FX0I8&HI)QDC=BL8,\+>I?]*WR_G%=+D /ZZ77\'T8;&\NYG-%^!CB#E*,_8)? $/BQ!\_/ )? !I 99K M4C)4Q&RL<[$;R=2C9N7+>F7SE96A"6Y(P=<,S(H8QUV +M)H;/?+P=#D"E#24)Q@JH"(2LPQUM< ME!C\_"9"P37'.?N_S_>::_=SY8?DG&U0A">:^%(P3+=8"_[]![K&?WV>J82% MBF =/^W63WN('BP)1QF@Y EE_$F\NQ')<9][-<6K*/*KN0T\Z$%HC/7MOB_' M82/+\SVW&Q8>ASD&="R[#>ODXK2Y.(.YW*790 :#VK<^?Y6P4!&LXYG;>N:^ M4SVY*OU4"0L5P3I^>JV?GI)ZJBGN7@6XT(%!//6&N9QZ&A<=AEN\YT.JO MIU&;RV@PEUO$2RJR21 ;R&20\=;W0"4L5 3K>.>WWOGO5%>^2C]5PD)%L(Z? MT'@YDAE**JO!=(K!\!WKH+)ZPD86M/V#RNH)LWWH>_V5!?<.F/#DVLK2WV4: M#]78,.RM+X526JB*UC72?#'2?*=":\"J3%5)"U71NJ:^'++AX)GS]%JSC@YR MKGMTW)OVA(T\QSX\%?:$.?;(/#P5ZGM]78YI4O7'#$2D+'C=%K6S;0]^476> M!_.7LC>O^L473-W8WR":I(6H3+P22./,$TM'J&ULM=U;;Z-( @7@OU+RCE8]4D]L MP+?T)I:24)=(FW2VW3W[L-J'BEVQV<;@ 1Q/I/GQ6V!B*&Q7@G32#].V._6! M)T=0< R^V,;)SW2I5$;^7(51>ME99MGZ2[>;SI9J)=.S>*TB_2]/<;*2F7Z: M++KI.E%R7@Q:A5VWUQMV5S*(.I.+XK6'9'(1;[(PB-1#0M+-:B63EVL5QMO+ MCM-Y?>%;L%AF^0O=R<5:+M1493_6#XE^UMTK\V"EHC2((Y*HI\O.E?-%]-U\ M0/$3OP=JF]8>D_RM/,;QS_S)[?RRT\O72(5JEN6$U'\]JQL5AKFDU^./$NWL MEYD/K#]^U5GQYO6;>92INHG#?P?S;'G9&7?(7#W)39A]B[="E6]HD'NS.$R+ M_Y)M^;.]#IEMTBQ>E8/U&JR":/>W_+/\'U$;X#DG!KCE +51J4 P;-)?1/#!B6 X;O'3 J!XS>.V!<#A@7O]W=KZ/X7?HR MDY.+)-Z2)/]IK>4/BD 4H_6O,(CR[$ZS1/]KH,=EDZN;?_VXG=Y^O_UZ/R57 M]S[Q;W^GT^^WWW]\HU/R&[F:_;$)TB#/64H^^2J309C^2M*E3%1*@HA\7\:; M5$;S]#/YQ7A^TDYGXG;$<8W\[< MR42OUOA@M1X?PR,8?<_1><][9';/5[/#]TCD$8B_'W*MD'@_Y)R"C'QX M^_1[A>R=D*\WJ7XE3>LQ)__YIWZ-W&9JE?[WR,I>[\C^<3+?UWQ)UW*F+CMZ M9Y*JY%EU)G__FS/L_>-8WI"8C\0H$F-(C",Q <*,^/7W\>O;],E4AHK$3T1O MY6<_/Y.9WL8& MZ'F0_G/1?:YG#;E,BL08$N-(3( P(VN#?=8&UJSQ;P_UK=RQ&%F!MC%"8CX2 MHTB,(3&.Q 0(,\(VW(=MB-^O#I'Q0V(^$J-(C"$QCL0$"#/B-]K';V3=UE$= MNNQ%'XUD2N,9"=)THW>DG_3AR28*,GW\\M?IZ?'USA[6=H#G/;>Q^[NQKD#; M?"$QBL08$N-(3( P(U_C?;[&UGQ=+1:)6LA,D?4FF2UEJA\DP4P=2]/X8#HU M&IP/F].I&^L"V^8)B5$DQI 81V("A!EY.M_GZ=R:I^)(^T$EJT!&Y%KJ?>=; M4S6KUW9?B<1\)$:1&$-B'(D)$&9DS^E59P![^,E::8(2"-5\J$:A&H-J'*H) ME&;FL'8FVK%N!>]51I+X189ZZO9)SO0B\GG:L?.%UZ54GZ/U#_>I]N6U3A52 MHU"-034.U01*,U/E5JERW]ZW?LV6*B%W\G]Q<.S]@I_$Z]_\>/OFH:O=:;U%@_8, M4(U"-0;5.%03*,W,7M4V.!]0-SC0O@&J^5"-0C4&U3A4$RC-S&%5.SCVWJ'- M>6$[U3I^T#ZBU(R3UOU!<[]/H0ME4(U#-8'2S%Q5=8-C[QO:S-B0)\5OH)I? M:O79Y'!X$"IHWP#5.%03*,T,5=4Y./;2X4$E,Q5E!034.U01*,Z-6E0:NO33P M91"^D#@(]4PKGF]V%T3\=>*3U-=VK'70H/V">]AI> =3+N@B&53C4$V@-#-7 M56W@OJ,VJ!].&O7\T6Q!&P.HYD,U"M485.-03: T,X158^!^0&/@0AL#J.9# M-0K5&%3C4$V@-#.'56/@VAN#-N.<2Z_?G !PZ$(% M2C-S574&KKTS:'%>PRZUCA6T-8!J%*JQ4C,:O/&P&2IH&8#2S%!598!K/WG0 M9N8&;0V@F@_5*%1C4(V7FG%V<31HANHC:@.OJ@T\>VTPW^A"1 M76H;*JCF0S4*U1A4XU!-H#0S?563X#GX*9L'+12@F@_5*%1C4(U#-8'2S!Q6 MS8-G;Q[:]_)VL'4(HOV"^.M_.MLX:]_1'V_D?>P8S)&;B#7C-KV%L;8>]M M]!&U@5?5!IZ]-GB0+RN])4O)4YP0F:;ZF$&^<=F576P=+VA[ -6H=WB^WW4' M!XT_@RZ50S6!TLQ\5?6!9Z\/RGSE&[-9'&5!M,B?&7?1.IHQ:)4 U7RH1DNM MGC'G_/!>7@RZ5 [5!$HS,U:U"9Z]33AQ3*KWD?=QDE]5&I&[8![*:'ZZ7[ O MHG7@H/T"5*-0C4$U#M4$2C-C6?4+W@?T"QZT7X!J/E2C4(U!-0[5!$HS\'08LYFEUK'"MHL0#4*U1A4XU!-E)KQ28!SMQ&J;NT;158J613?+I.26;R) MLMW7;^Q?W7^#S57QO2V-UYGS1>R^AZ9B=E^+311"E)%1/FNR=C08=DNR^ M:6;W)(O7Q?>6/,99%J^*ATLEYRK)?T#_^U,<9Z]/\@7LO^]G\G]02P,$% M @ 3X!66*^P:+L)! /A0 !D !X;"]W;W)K&ULU9C?<^(V$,?_%8V;Z=S-I/@7$$B!&8C3EIGFCL;)]:'3!\46H#G9$*/0E8[D<.VNEBFO7E$%R>+/D(L,*FF+ERD(0G!JCC+F!Y_7=#-/W8\9W7CGNZ6BO=X4Y&!5Z1F*C'8B&@Y=:4E&8DEY3G2)#EV)GZ MUY'?U09FQ"=*MG+O&6E7GCC_K!OS=.QX>D6$D41I!(:O9W)#&-,D6,=?%=2I MY]2&^\^O])^,\^#,$Y;DAK/?::K68V?@H)0L\8:I>[[]A50.]30OX4R:3[2M MQGH.2C92\:PRAA5D-"^_\9=*B#V#H'O"(*@,@K<:A)5!^%:#;F5@I'9+5XP. M$59X,A)\BX0>#33]8,0TUN ^S77<8R7@+04[-9G>_/8XC^ % 7J, M(_3NXCW"1U9VTPZ*20$@[PV@J!UTA\6_KZCA:UAO@-"0NR?(MW@% 8(<2E&\ MAE@=D[^5H"O3M2QP0L8.E!Y)Q#-Q)M]_Y_>]'X\I9A,668(UE.O6RG4-/3RA MW#Q/>$90K& O0R54EVB&&PP].4ZKS S"0,X](D$N1%F2;0_[/@ MFP+R!G!LD])\=2JUT!^_P@K0'&:3?QX+4]=FF&S"(DNP1IAZ=9AZK1M\"C5& MUR*FX_'U:/+-2D+?$/0OY?.D/_!'[O.^(*VSG"N()5A#D'XM2+]5D(7@"2&I M1$O!,R1U?09Y<*(WYE=T<4R?$MC;TZ<7=JX.!&J=]5R!+,$: EW5 EVU"A01 MAK=8$,AG2?-C>K3:GYMI-F&1)5A#MT&MV^#;*H@#FV&R"8LLP1IA&M9A&O[O M@MA*.%>YX3^JZS!LUH[(TGP-/7QO]Q_8LUT1VXGG*E31]@ML,.P,#T2R-6=3 MI;V3@M^JTAU-S98Y617;[<_6Q"8MLD5K:A?LM N^K=)8K==6K&S2(ENT9JQV M!R*__43TEOK8CCA;/JMGHHJV7V_#H%?7DJ8JN\..W_HG_3_52*L'$JNTJ*(= M5-SP0"5W[V(E(V)E+J@D2O@F5^5U0MU;7X)-S=7/0?],7XZ9"YL=IKQ9@Y/] MBD+",K($I->Y@B6)\K*J;"A>F.N;)ZX4S\SCFN"4"#T WB\Y5Z\-/4%]93CY M&U!+ P04 " !/@%98LTM8-!$% "W' &0 'AL+W=O:#TF[RYF U[?1D1SG#*I002 M'X]X@K-,*HDXOF]%>_4[I>/N]:OZK]7@Q6 >4(DG-/N#S/ARV M[8(;G:)WQ M6_KT&]X.R)-Z*, MP[P M4 =GZ^"\=8!['-RM@WNH@[=UJ(9N;<9>@8L11Z,!HT^ 26NA)B\J^I6WX$4* M.5&FG(EOB?#CHZ\7EV!\'8/K\=W][?@2?!E/P<7U77*;3.^FX%.,.2)9^7E@ MB ^VD,/OWX&2!%:)/#A:!6*#Y2G,P07'>?F7*KT;;5>M+>O76;E"*1[V M1($J,7O$O=%//]A^_Q=50DR*Q2;%$D-BK02Y=8)^HZ@ 75,8N*X7 M>EVHVDB/A6I(K 4UJJ%&6JB7@J@*6]1AX?EA=U69'&@7:Z,X%I@AL18PN]]L MH?M:9,T^:\^4V_J_F7.AHRAZ$X4M#+P^#+JU--;'=2Q$4VIMBCN-B*VE>([$ M)C7%@,Y!2L4/&!1[EO4S)6*[L_$1]<^#*L)=4\<)0L6RKK!T811%7=-$82KK MA"R_C6F;#&S(0/W^!G/ Z O*^(MHK 5[\*^R6SG?ZK075V@';P%TS63]\]Z. M7AO5T;/+D%J;8=,*V=J-_.A"N]!NG7>SUYDU[YK$[YLD^BC_+X6FW[#U#<<5 M*4B^SI4(3+8#$Z-JL5&UQ)1:.P=-LV)[']B5VR9;C8E1M=BH6F)*K9VFIA&R M]9W0N. D):MJS\Y)3HK%Z\HD]IAIMJ[^4TK$+CZGC)-_4+6E3U&6RGW^GN;S MG5>&X 4CIFJP)GK/HQ-EM+,RI=9.5--;V?KFZ@H][ZUI)EN=B5&UV*A:8DJM MG8.F$;/#CZQI)INGB5&UV*A:8DJMG::FM;/UO=V'U#3]*^V^IJB9[ %CHVJ) M*;5-IJR= YH&PO=V]R:W-H965T M$#NH5<7EE1EA$AEVQM\RT#$I=!66J[CA/8&4ER:SXMSSVP M^906(DUR>&"(%UE&V+=[2.E^9F'K]<1CLMX(=<*>3[=D#4L0S]L')E=V@Q(G M&>0\H3EBL)I9/^&[$$]40'G''PGL^=$Q4E1>*/VB%I_BF>6H)X(4(J$@B/S: MP0+25"')Y_BG!K6:G"KP^/@5_6-)7I)Y(1P6-/TSB<5F9HTM%,.*%*EXI/M? MH";D*[R(IKS\1/OJ7G]BH:C@@F9UL'R"+,FK;_*U%N(H \O!+AU@'MM@%<' M>-<&#.N 8:E,1:74(22"S*>,[A%3=TLT=5"*649+^DFN?O>E8/)J(N/$//SY M_@G=HJ7<3W&1 J(K%,*+0.]#$"1)^0=Y\7D9HO?O/J!W*,G1TX86G.0QG]I" MYE$+??COD1@@/+D8'EZ?W6V'VU*T1CFW M4)_E6LFU8! G GTD49(FXAOZJ[SP24#&_^[2J$(==J.J,K_C6Q+! MS))US('MP)K_\!T.G!^[%#,)%AH":ZGI-6IZ.O3Y=O/;8.+(G;$[5DB;MJ]"'2FQYP1-RA;U84-]>#WU MA$>TR$47WPHE.$[N>8%_PE>;JR_?CI1#/)QT\_4;OKZ6[Q,5)$4IS=>W EA6 M_MQ=?/VSY-@9>\[8/6&LS=:7\7E2?Q2,)WXWY:"A'&@I/\*.IKLD7Z.HT9I1WFN[XS '=P',9,"K6$-"6H4+32%UI;TJ%G'VCU;MN9)S@4KY.PE;N2QK%G@ C$BX 9Q M(;]BM 46RT.[3K6]J]7.UP- M6.=9+[G:H??'VF;X2E>[HGG3Y^F]8XS. Z;0 MVAH?)@(\?AN3,]G\+XRBA:;0VI(>1@ZLGSG,F-SD2EM:Z)^FMW9&QPG[Z)VU M^H?A5\+64AF4PDK".X.1M%16O;2O%H)NR]?8+U0(FI6'&R Q,'6#O+ZBLL;K MA7HSWOQU,O\?4$L#!!0 ( $^ 5E@@?Q-F 0H $N" 9 >&PO=V]R M:W-H965T-L7QC9)M]0_?FWC8 I,-6X=>AXF 5R?3>>85'RPN7Y- MTD_9LU(Y^1R%<7;3>\[SU56_G\V?5>1G%\E*Q<4CRR2-_+RXF3[ULU6J_$4U M* K[]F PZD=^$/>FU]5]']/I=;+.PR!6'U.2K:/(3[_E9O;<[[H.G MY[R\HS^]7OE/ZD'E?ZP^IL6M_E99!)&*LR")2:J6-[WWUI5T1^6 :HE_!^HU MV_F>E$_E,4D^E3?DXJ8W*+=(A6J>EX1??'E1,Q6&I51LQU\UVMNNLQRX^_V; MSJHG7SR91S]3LR3\,UCDSS>]28\LU-)?A_E]\BI4_82&I3=/PJSZ/WFMEQWT MR'R=Y4E4#RZV( KBS5?_<_T/L3/ ITF MKR0MERZT\ILJ0=7HXF<>Q&78'_*T>#0HQN53C][^3GXE[Q>+H R?'Q(9;W:A M,HH_>RKW@S#[I5CDCP>/_/S3+]?]O%AM.;@_KUV [;1MD'NZI^05QK*/#O=.'VRW# MZ>G#K9;AS#S\0:TNB&T?W7AN'G[G?S$]=7'"Z,'1T=(\^K?DI?BQ3=K^X;08 M.-OL.I7G'/'^5=PFR9+,4E6DES!_'H1!_H7\IWI YBK*_MNRE;<;U6U7R]\N M5]G*GZN;7O'K(U/IB^I-__$W:S3X9UO4D)B'Q"@28TB,(S&!Q"0(T^+L;N/L MFO3IQS29*[7(R#)-(I*I.$A2$B>YRMI";+2ZAGB#C2NLG!Z]3-U!_=]U_V4W MH8=+[BU!O[D$0VXZ1V("B4D0IF5IN,W2T)BE>_62A"]!_+3_XM@6)2/5-4I( MS$-B%(DQ),:1F$!B$H1I&1YM,SPZRZ_W$3+.2,Q#8A2),23&D9A 8A*$:7$> M;^,\-KXDS]9IJN*$J-(C(T/9AZ6TSZ- MX2V+#MH7%8>+#B>M2TK0D]'2-=FF:V),UX?\6:5DGD11D$=%S-HR912Z9@J) M>4B,(C$V.?CI3X;MD3I</0EZ*EJB+K>)NC0F:GSAC(=_?_L[ M9!UG:KXN?A-O_B(AB[4J_HQWV@Y@W!K=KCE#8AX2HTB,(3&.Q 02DR!,"[0U M:(YU#LXRHZQ94**AF@?5*%1C4(U#-0'5)$K3@[US$-\ROE9[ZC$G09SEZ;K\ MY?^.+(MU$3]*UNTS@9H[X8#/S+SFSFE%:A2J,:C&H9J :A*EZ6FUF[3:W=(: MQ+DJ5I23U,_5.Y+EQ9<%6:ET7CSL/ZG6"&_68=F[!QHO!N-BTK*?8./6=$XP M4J-0C4$U#M4$5),H34]P4SQ9QB*@XZ'Z&MM]M74NW?976VB=!-4H5&-0C4,U M =4D2M.SVK1*EKE6^E"\COIY504DT5"-0C4&U3A4$U!-HC0]V$U7 M9AF[B^F=_SF(UM&)[8(9ZQQG:$D&U2A48U"-0S4!U62M[G*;ELTRUVSWJGP#>1G8$U]HH9V;U=(<3<;M:856:E"-034. MU014DRA-3VO3X%GF"N_/ZJW^:D'\E^)OP">E'VAKS2NTNZLUR]T[1N=:^VEM M7] MWR:LO;GPR(*VLW?0CT&?"(=J JI)E*:_$[_IU&QCM7&VPPO%8P\?V'U; M2,U;U#6D4,V#:A2J,:C&H9J :A*EZ?M$4\?9UEF.,MC(EF<&U3RH1J$:@VH< MJ@FH)E&:'NRFN;/-S=VMGP49V9Q629*8O/AIX#^&ZNA\PNQU3K3=^MM_L#^= M@*Z50C4&U3A4$U!-HC0]JTU'9YL[NC-.3%@QI6;K>)$1NERJZG1= M;0;5/*A&H1J#:ARJ":@F49J^GS3]H.V>9[("[?J@F@?5*%1C4(U#-0'5)$K3 M@]UT?;;Y'+CNDQ5HR5=K!Y.5X?YD!5K?034&U3A4$U!-HC0]JTU]9YOKNS-. M5JQ?H_+J"^3]XG_KK#P8^+M*H^/'5J#-(%3SH!J%:@RJ<:@FH)I$:?J>TG2' M]O@\TQ5H;PC5/*A&H1J#:ARJ":@F49H>[*9:M,W58O?I"K1;K+7R1(;=ZJ,YYAYY8"-4H M5&-0C4,U =4D2M.O1M54HK";/M,Q MGUXXVUY6@"R5*BUU-[(4UL5?6Q%Y:$WMM3>S%-;%7 MUSQ'T^DT3:=C+)SVSSLG_FH5!O/J&$ODIT]!W)IJ:,U9:]\ZR@)=*85J#*IQ MJ":@FD1I>ER;_M(Q]Y<_9*IR6BMDWM+..P'T]$>H1J$:@VH!EIA0C4$U#M4$5),H38]K4V(ZYA+S[33T']L,F3>J<]ZAES:%:A2J,:C& MH9J :A*EZ;M%4Y@ZE^>9GD K3ZCF034*U1A4XU!-0#6)TO1/+&DJ3]=\]B>V M&3*OK&O<:^V;;\"%KI5"-0;5.%034$VB-#W(3<7IFBO.\T]P<_BA M)W]"-0K5&%3C4$U -8G2]%VDJ4Y=^RR3&!=:>$(U#ZI1J,:@&H=J JI)E*8' MNRD\7?.9HM]UC,5L=DZU<](Q%NA**51C4(U#-0'5)$K3X[KS,8'F&O.'3%5. MZX7,6]IY)T!J'E2C4(U!-0[5!%23*$W?5YH.U3W/]5Y=:.$)U3RH1J$:@VH< MJ@FH)E&:'NRF\'3-)XQ^WYP%VG;6VOZ&PO=V]R:W-H965T*?4E$9279-U22AE?6/K)/U/O_.=3Z.M-G=V M#8#L/I?*CH,U8G$:AC9=0\YM2Q>@:&6I3(,'[7/H/F2"?<'3]ZO_2Q4RP+;N%H MX^DY?ZF6UC_9MMX;!2S=6-1Y+2:"7*CJS>_K[[ C:'7( MDY'16V;<;O+F!CY4KR8XH5Q2;M#0JB =)M.+R2W[P"Z%XBH57+)S70*-T;)W M4T NI'U/ZU\*,!R%6M%Z7G#UP.90:EGZ&0.90';)4R$%/HQ")"[G/4QKADG% M$!]B@+3%.NT3%D=QYV]Y2.$T,<5-3+'WUSW@[XK?BWR3[P,Y*G0_P*DM> KC M@"K<@BDA2-Z^:?>CCT>P.@U6QWOO',#Z3#;3RZ??B_WT"S.$W/[:Q]QY!>9N MP]P]^BGGE'3MH%$C%8>B+I'! LED%Y/9[?3LQPGCUOT&),R84 S7P-(JPN61 MBJB.[?MC7>,HD^XH+/>0]AK2WO-(+:0;.O\_<5:'MCL[H'&KMQ^UWZ#VC]>G M4(?J\ZCPA;D>-%B#5ZG/P2LP#QOFX?.R3CDWH)"2;(%Z%^5="KYP 0BP+\S] M\)\:;3])?+C3>-T==L7-2BC+)"Q)$[4&5#ZFNA_%"(W5V/US350K& M;:#UI=;X:+CVWES.R1]02P,$% @ 3X!66*W;%,_G @ V @ !D !X M;"]W;W)K&ULK59=;YLP%/TK%JNF5NK*9R#-$J2F M=%JE5:OZL3U,>W#@)E@%.[--TOW[V8:PA)"HD_:28/N<RH&)BY5(N1[8MTAQ*+"[8$JA:F3->8JF&?&&+)0><&5)9V)[CA':)";7B ML9F[Y_&85;(@%.XY$E598OY["@5;3RS7VDP\D$4N]80=CY=X 8\@GY?W7(WL M5B4C)5!!&$4G";32Q';P@*2*56P.IO M!==0%%I(;>-7HVFU(35Q^WFC_LEX5UYF6, U*[Z33.83:VBA#.:X*N0#6W^& MQL] ZZ6L$.87K6OLX-)":24D*QNRVD%):/V/7YL\;!'<\ #!:PA>EQ <(/@- MP7\K(6@(@XY\AS/[]G0 M]=OI7@\]>3O=/>+&;\_"-WK^0;V91 D1:<%$Q0']N)H)R=6;\;,OU[56T*^E M;XN16.(4)I:Z#@3P%5CQ^W=NZ'SLR]/_%$O^D]A.#H,VA\$Q];@M9*@+N2]S MM4)D%/2UN(J#H:<+8+6=DGV4'PW\RUU4TH-R_6'0HG9,#%H3@Z,FOLH<.)H# M"*3>M(V5WC>N%@JWX@_]L.-D'^,-AW['2 \H#+U^'V'K(SSJXPL(,5*71G,D MA*:L[#V1<"^X.W [+GHP70_[D ,&HM9 ]$_5=(XHR#X#44])73I1QT(/R@F< M;DGMHWP%ZY:4O77GE\ 7IG<*E+**ROH";6?;]GQENE)G?JK:=MUE_\K4/?\. M\P6A A4P5Y+.1:1JA-=]M!Y(MC2=9<:DZE/F,5>?'L U0*W/&9.;@0[0?LS$ M?P!02P,$% @ 3X!66+L8^K;("0 '' !D !X;"]W;W)K&ULM9UK;^,V&H7_"N$6Q128C76S'4^3 $E(B<&VG732Z6*Q MV ^*Q<3"Z.*1Y*19],A]*]AF2.H>6SI[SXDNY%*(B M?Z9)5IZ/EE6U^C >EXNE2,/R)%^)3/[E(2_2L))/B\=QN2I$%:3)V+&LZ M3L,X&UV<-:_=%A=G^;I*XDS<%J1R.V"FSO0('3%3C'%KA=@;M;,#E0X'4%WF[!H6.8= 638W=I MVA5,CRV8=06S8PM.NX+3YM-M/X[FLZ1A%5Z<%?DS*>JM):U^T BBJ98?89S5 MVKVK"OG76-95%W>_?[S^)__X,V6?[G[X[M2Q9S\1]MOGF]__3?Y!+J,HKA46 M)N0F:_^?U'I[1T45QDGYH]SD\QTE[[[_\6Q-%US!M&W8.-&R37_*L M6I:$99&(-/7LC7K' !C+=V'S5CBO;\658R3^FC^=$-M]3QS+<34[=&TN_[BH M3HAK'RRG1[3N6@?+F;F>63=#>B=AN> M>X!WG81E2?('?8DBDI$Y%V:.CU>4^_K0;",(U&T9Z&% M6(CX28Z(\G%5A%D9-FZ(3FK&5H9*K87-MJ5F=3\[;KK-J:<15BM2X6R[#4NEY79MQ054%I M%$IC'6V[)YU/',?>ZTA]S9;VQ)K,W;U- \VFWF0^G^]MR5$'H^IBRW>UC;JX M#LLEH7%9%?']^M# 968,%@.21J$T!J7Y4%H I7$43=6=T^O.07JC'0VE0"2- M0FD,2O.AM !*XRB:JL#>G+>-%FS;\T5;/5_Y7GE:GS?&>43"!SD'>YV+$3D) MT^H3:MY#:11*8V^\JU.+1.&+;I[J0_@-(H ME,8ZVO:YY6RBM?Y\:,,!E,91-%5J?4Y@FX."P88(-"B TBB4QCK:=C8VGSA: M>CZJ+W^FVSV?])U$LMX^R1A'UGM-4%M?V25B%0 M?Q]*HU :L_?#!\_U]!*!>OQ0&D?15*7U-K]M]OEI++641?>AG&NQ3!2/+^_) M3;8XT6H+:O)#:11*8U":#Z4%4!I'T=15IGTBX%C(V;X##02@- JE,2C-A](" M*(VC:*H"^^S!,65F7&#)0B-(: TUM$,Z^=\:(,!E,91-%57?;;@&)WC M@P,K^8O\$=>K@=H7#PZV9OQ@G4'#!BB-06D^E!9 :1Q%4R79APT.]*L #C1. M@-(HE,:@-!]*"Z TCJ*I"NPC!L<<,0S_3H 9.%B$T(0!2F,=;6=MT61J;?_L M#<#0( %*XRB:JK4^2'#,WQ:X5126Y9FQ+3;[:SYBTXL)FW8ZRA#D$51>_M.V9OOQT"+]N04__Y0RU\*(U":0Q* M\Z&T $KC*)HJNM[E=V;0>1?4Y(?2*)3&H#0?2@N@-(ZBJ0KL\P3'G"=T2SO: M[Z/DZZJLPBRJQ\&WS YHF@"E42B-=;1ML^-T:GN>,W-WQT-HF "E<11-E5D? M)CCF,$&165R6ZR/L-&BF *51*(UUM&,4!LT+H#2.HJG7,NCS M?\#8*A;FV' M,WT'V-SB4,U :0Q*\Z&T $KC*)JJJSX%<(]* 8[KL\RLH7T6E$:A-.:^'0% M&PR@-(ZBJ:+J(P#7' $,7=UCQ@W6%=3R[VC*5SU/9YK%%@S:KJ]IUYVYNL4] MT'8YBJ9*9^NB/>85[/WRZ^A5/&]U2M@K]V OW8.]=H^[WREI%Q[J-IQHI8.] MZ,[?X;&[O(B?Y$A2WS,[,$J@MKM4!J#TGPH+8#2.(JFZK'WX5WH M@GX7ZK]#:11*8U":#Z4%4!I'T50%]J:_^X;I_XWNEQD[6(K0* !*8Z[F2D1S M;SJQ9KM#*M3EA](XBJ:JK'?Y7?-:_K:?NS)$2V; 8#U!C7THC4%I/I060&D< M15-%UQO[[BET<(7Z^5 :A=(8E.9#:0&4QE$T58&]Y^\.\/R'#*Y0XQ]*HU : M<_>-_[DUL^9R@-T=7:'&/Y3&433U6K*]\>^9C?]OB);,Q*$*@](HE,:\_93C M@,*@[090&D?15(7U$8!GC@"^X7K%MG;)DW'%WK5Y+P;K"&KW0VD^E!9 :1Q% M4[76)P.>.1D8&F-V.%.,:6YQL*Z@*_S?WGT?VF I7$4315+GP5X;V4!7]=Q M(45"NPLPDMOP)3W4)T%C "B-0FFLH^U=?'176-#5^% :1]%486U=H/^8I.#J MVY(",WNPT*!) 93&H#0?2@N@-(ZBJ7KLDP(/FA1XT*0 2J-0&H/2?"@M@-(X MBJ8JL$\*O+\G*3!C!TL1FA1 :76YM7-+>XNFQN[[;S.[ ]!>Z.Z'M/>-^^7L'B,LY(DXD$BZTM. MCTC1WHJN?5+EJ^;&9O=Y5>5I\W IPD@4]0;R[P]Y7KT^J1O8W!#PXO]02P,$ M% @ 3X!66#GZ,^[; P WPT !D !X;"]W;W)K&ULS5?;;N,V$/T50KO89@$GNEF^9&T#B>5B@V:;-$ZZ*(H^T-+((B*1 M*DG'F[_O4+*UOBBN"[A%7VR1FG,X9X8<#0=+(9]5"J#)MSSC:FBE6A>7MJVB M%'*J+D0!'-\D0N94XU#.;55(H'$)RC/;N*!S5-M)NS1H*!SF()^*NXECNR:)68Y<,4$)Q*2H77E M7H:N8P"EQ:\,EFKCF1@I,R&>S> F'EJ.\0@RB+2AH/CW F/(,L.$?ORY(K7J M-0UP\WG-_F,I'L7,J(*QR+ZR6*=#JV>1&!*ZR/2#6'Z&E:# \$4B4^4O6:YL M'8M$"Z5%O@*C!SGCU3_]M@K$!L#MO 'P5@!O%]!^ ^"O /ZQ@/8*T"XC4TDI MXQ!234<#*99$&FMD,P]E,$LTRF?/=^*?/=[?AY&'ZX5W/ M<[N?R.27IYO'W\@YN5MRD"IE!;GA&B0H31@GT\5,L9CA+B'CE/(Y*'(6@J8L M4Q\1]#0-R=G[C^2]L7U,Q4)1'JN!K=%;LZ8=K3R[KCSSWO#,]<@7P76JR(3' M$&\3V"BSUNJMM5Y[!QE#B"Z([[:(YWA^@T/CX^%> SP\'NX>4./7F?-+/O\- MOK'@2F0LIN;\M,@M*$4TYH-\3466O9;)BS>2U2+W5 +7#5EMD4F2X$%41"3K MG+;(SUAU?K_%5F M\)^2+#P1V59JVG5JVH?81R9RC$B[);VIW"\CK.-.KS>P7S8#MF_F!FZGZV^;A?MF0;?O]VNK+8U!K3$X MJ+':)N:,BWH_X>Z)ZEV)FT^M-Q\S^XF#;M):+=/9\,[9D?FW%N$ABRUUG5I= MYZ"ZJR1A&2M%3+AFNC%+!RG^Z>8_)5EX(K*MT'7KT'7__W6I>\K4G)(L/!'9 M5FIZ=6IZ_VY=ZNV=L\:ZM&_66)?VS0[4I7ZML?_?U*7^GG?GKN-V?&]'[+Y= MT/."7:T-;'V_O1&2+;&N\[U]IKCY? MJ)PSKD@&"5(Z%UW\V,CJ-E$-M"C*_GHF-';KY6.*-S"0Q@#?)T+H]< L4-_I M1G\!4$L#!!0 ( $^ 5EA/=F#2A08 @Y 9 >&PO=V]R:W-H965T MS<L*9LHH2D-,I2E)/[J\$'_&Z)1X6A5/P1D2=ZM(V*4.ZR[$NQXV^N M!DIQ1B0F:U8@0O[GD5R3."Y(_#S^K:"#>LS">+S]3)^4P?-@[D)*KK/XSVC# MME<#:X VY#[PT/Z5OFOA.R<'R9 M9T\H+_2<5VR4-U#IYRD?I<6]OF(Y?S7B/C9>?;ZYGGLW@>-^6KUY9:G8?(_< MWV_]SW^A7]&*5Y;-/B8HNT?7(=TB)Z(LC^[VQ6U*T9E#6!C%]"V7WJX<=/;Z M+7J-AHANPYQ0%*7H-HT8/><'^?;G;;:G8;JAET/&3[P8?KBN3O*WPTFJ)TYR MF3U>($4]1ZJB:A+[=;=]MH\OD*J?M#O=]@^[G-N-DW:WVSXA=Q<(GQY]TB=V MK;2K$ONT3^S&2;O7)W;SI-WO$_OIT6?=]ILUJT?'$ON\3^S627O0/W:9?=$G M=OND?=EM=\CZ FE8EC9#?H_7-[I:W^AJR1N=XD5ADJ6;NW#]!;DIR1^^G2,_ M75_([L9.4M%]O*.[<$VN!KR]H"1_)(/QFU?84-[+[DU(F ,)3O@+^. M?$82^H^LC&B09002YD#"7$C8!!(VA81YD# ?$C:#A,TA80$D; $)6P+!&F5D M5)>146/CV-2PKBB7PT=)$='K(J)W%I'6YQ&RLM")>&E9@(0YD# 7$C:! MA$TA81XDS(>$S2!A"":":-U6J*YGW>D$ F4O6F:"$3X5%3M.S,CI_, M/:O./>ME_2_Z#]WPQ M9,5N^SI)=F'Y#JR(+94G8"7_IOS1(F ,)$!9"P!21L"01KE!&LU'6D6%4%WAM7T&;?)?;&4M%(:,X< MN4H5NF.I2A=8$[E*8$VE*DLX>Z]/B+[\Y,6>6*IJ-<5RE=@52U6MMEBJ:O7% MW:GQLZEWM*0-_R#UCKKB#TGQC9(TUPX4\R@60QO9K6QKRS3;QJJ8;A*9I8@T M5R(;6;:EB0DGD9G85,2,:\M,R\:6F'*](O5E@ZI<*&:=)-+1R+#%M&O+5-L6 MY["!3*8:IB4F7EN&5<.VQ0 M>,.C)Y"*9P078?X0I13%Y)[C^?Q6'Z#\\-C=88=EN_*AI+N,L2PI-[\4SSG5#S^._P=02P,$% @ 3X!66+HDG(U%! ?P\ !D M !X;"]W;W)K&ULK9=M_BH;>=)*9U#P9 M,*GM&2>DO9MIF*>*4Y%@,V)84\&3->(XEW/*-*;:.9&PW,6SC;6!!-ZE4 ^9TO,4; MLB3R>3OG<&/^]9OZ+QH>8%98D'N6_4D3F4Z, MD8$2LL9E)A=L]YG40)[2BUDF]"_:U;:6@>)22);7SC"#G!;5/_Y6!V+/P?:/ M.#BU@]-V&!YQ<&L']UR'8>TPU)&I4'0<(BSQ=,S9#G%E#6KJ0@=3>P,^+=2Z M+R6'IQ3\Y/1AMGCZ\O3K$LT?%NC^Z^/CUR>T_#Q;/*"KB$A,,W&-?D+/RPA= M?;I&GY")1(HY$8@6Z+F@4MS (%S_GK)2X"(18U/"M)2X&==3N*NFX!R9@NV@ M1U;(5*"'(B')H8 )/ V4\P9UYYQ4C$@\0*Y]@QS+<7LF='^^N]/C'IWO;I^@ M<9LE>VR),"]HL1%H3CA:JNBCOV8K(3GLF;_[PEW)#?OE5"&Y%5L(7H/HG43\C0AQBXHN:):Q&$N2*,HMYI+&=(LE)!42)"XYE93T M;MSJ=?X^D7?AJ_[D(/.<@1#._ AG5O0/8:>;SL=PZAKZ(]<.]PW/" ? M->2CT[5OO88# F)KE-"L5$>$O8R][6,;7;+X75(LNI#801S#)H[AR0R:,TD* M27'62AHJ1*GWRP<9$W;6MYTJ70L_Z.9)URIPCB:);;T?8JR3>)%*#M@9E]LB M]0O/V"-]EIX?A%WX'DO8):%]/ ![ISC[?U9#^) =5, ;=3R&*G)5BD0_U/#] M[-6[POVR/_#;!;&V.O@@MH&[0M9@Y!V!==YAG>^&3>J,. ?7.0O7^1BW*W0" M]_WX9Y\\%DUGL'%[JM\-M%UP"*2QPM34J%0'\@\SV_UP+W]L$O68V!84JQ:L MN=>9Y(1O=(RY^R#6 0F]Y5LBILU9J<^NZOX]T#JU&.6 MP.;S._M78UZ;>642YCS[.XW5>NJ,'!1#PK:9^L;WO\/!4%#R+7DFS3?:'V*Q M@Y9;J7A^ &L%>5I4O^SMD(@&@(0G /0 H&V ?P+@'0#>N0#_ /!-9BHK)@\1 M4VPV$7R/1!FMV0**K"!1+,WFM0=\7$;KZBACB8P)7&ZO=T7=W][27 M,8+E 'GD5T0Q]2R"YN?#J04>G0\G/6Z\>JX\P^>=X)MOA=!3H[-L)D*Q-[2I M9^CJ%0I(4G5]:TM\1>S;BM K?:&8 IOP"A8V!J.!-VKI[@81/&R9B[I!'O;LJL-:==BK^H4K MENEC[9QU;#,7=B0%=!S0EKMN%!GBAO3*GB4J*+>IS=^P]C?LW:$1)*"]Q9_9 MHL-+;M%+DD47(CO*Z*C.Z.BS6W34F<";,/#:B\$2Y8_#(&RMAFX8MB^%<2U\ M_+D-.K8("ML;M!N$6X+[(HX$$_Q1"N S=F=\WAJV_KWCKC>]\UK2Y[8PVYQ8 MXDYY;)0[Y R/%C\H$3QO> 9[ 4,Z9[D?=$\@2]B-1_7J;#OLQIT^A C],$E[ M33XD"9AZVDR>T O1;J9B(7XSP0,\\G'S0]K>^L>^"@84_VQ;'M&)\7#8\NLV MRMDFX&[UWY=7$E,F?]!4]YDG)E9I(5$&B:;$ M@Z'^LQ/5%:%J*+XQ1?,K5[H$-X]K?:T"40;H]PGGZKU1#E!?U&;_ U!+ P04 M " !/@%98X%&;U*H# B"P &0 'AL+W=O60)I4B7 MI"_]^R4I67$DVLA#7VR2.G,X9X9#SGC'^'=1 $BTKP@5$Z>0P1SDU_435S.W95F6%5!1,HHXY!/GUKM) M$XTW@&\E[,31&&DE"\:^Z\G#'Q@_V2T*RT++&#&R-_E4A839^2@)>1X0^0SV_T%C9Y(\V6,"/.+=@UVX*!L M(R2K&F/E0572^A_OFS@<&7CQ"0._,?"[!N$)@Z Q"-YK$#8&H8E,+<7$(<42 M3\><[1#7:,6F!R:8QEK)+ZE.^UQR];54=G+Z\'GVY?$>O=S^$2?4 E M12\%VPA,EV+L2N6EWLO-&H_N:H_\$QYY/GID5!8"W=,E+-\2N$I>J]$_:+SS MSS*FD%VCP/N(_($?6!R:O=_H '2Q IY*2\1ED@6@/+FT(NV##B6"N=[OU_: M(EWO.#0[ZBMW._6\, E4XK?',;3 @D&<$05?J1*6H (N;1)K]OC(J:LX\..@(]$"\P91G"0= MC19:X>))OJN.>F%T?#CN8^ M:!3&';U]C!_[=K'#5NSPK-A9@>E*JT5;3#;UU8V)>M$QS< F9MB/^= ?=0^I M!16-PK"3Z-0"\SQO>"*!HU;3Z*RF+ZKZN,F13<"HOV?B=]RW8**.Q-2&.9&, MI'4\.>OX"Y/J,*TYVY:F-WJ]4G+.JJ,C"=;',>F5?!@E45=;'W6E2C#JIJ8/ M\Z+>]>$>=0\5\)7IP@3*V(;*^I%M5]M&[];T-YWU.]4 UOW:*TW=/3YBOBJI M0 1R13FX'JJBYW5'5D\D6YL>9<&DZGC,L%!-+' -4-]SQN1AHC=HV^+I_U!+ M P04 " !/@%98IT]R7^L" "*" &0 'AL+W=O+7.H).QE4> $3D _5'5":S%QC72F]*#JVQH.1H(**12.V#UMX(14*J-%,:OUM/JEM2!F]>O M[E_KW%4N,RQ@Q.@/DLE\:/4LE,$<+ZF\9^MOT.83:K^445'_HG6K=2R4+H5D M11NL" I2-O_XN:W#1H ;[ GPV@#OO0%^&^#7B39D=5IC+'$RX&R-N%8K-WU1 MUZ:.5MF04C_%B>3J+E%Q,KFZ&=U>?T'3BY]?)N@4C6$.G$.&IO@970@!4B!< M9N@[P3-"B20@T/$8)"94G"C]PV2,CH].T!$B)9KF;"F46@QLJ=#T G;:8EPV M&-X>C#&D9\AW/R'/\7Q#^.C]X=YVN*T*TE7%ZZKBU7[^7K^V#%*5 ==EZ)N2 M:EP"LXM^ ?NBPBD,+?6&"> KL)*/']S(^6Q*\3^9;27L=PG[A]R3&]4O5&?@ M6))R@2@3S6-/<44DILU$BCE_47UCC;GY$3=+Q/42NGNL$C<DWH(R!W3;Y3%B187+%Q-K8QIMLL:.&P5O> VRH.XZ;=4-7Q< MIF!BC'86/W5=/_3\-Y &W7DO<&,S9-Q!QG_=O.\L9KP#$$91&+W!W%4%YYNJ M+1]G[%TIT3/_TUA,3!:H.[/&9.O WT>=9\?R6]02P,$% @ M3X!66-L,+AI" P 2PP !D !X;"]W;W)K&UL MM5=A;]HP$/TK5C9-G=0U(0D!.D!J2:&7, M14853L7$EKD &AM0EMJNXP1V1A-F];MF[4KTNWRFTH3!E2!REF54/)U"RN<] MJV$M%ZZ3R53I!;O?S>D$1J!N\BN!,[MDB9,,F$PX(P+&/>ND<1QV=+P)N$U@ M+E?&1"NYX_Q>3X9QSW)T0I!"I#0#Q9\'&$"::B),X^^"TRJWU,#5\9+]B]&. M6NZHA %/?R:QFO:LMD5B&--9JJ[Y_"LL]#0U7\13:;[)O(AM8G TDXIG"S!F MD"6L^*6/"Q]6 (U@"\!= -R7 '\+P%L O%T!_@+@&V<**<:'D"K:[PH^)T)' M(YL>&#,-&N4G3!_[2 F\FB!.]8??!Y<79^3'R:^S$?E$3N(XT>=!4S)DQ4VE M3^<@!$635'[$D)M12 [>?^S:"K?7)':TV.JTV,K=LE7#)1>)W MQKS+Y-UE\J=N+6,(T1'Q&H?$=5RO(J'![G"W A[N#F_4J/'*H_ ,G[>%[S(' M@7:S"3GG4I(!%>()CV!.12S)[W.,)D,%F?Q397U![5=3Z]IQ+',:0<_"XB!! M/(#5__"N$3B?JVS;)UFX)[(U2_W24K^.'8]H#$) 3!1])%1*4/*0,%!5#A9, M+<.DB^5#OQD$S8ZW&K:FJ%4J:NV@B+(8:T.$ MQ?G;3"0R3LR[LTI5+=MKR\$^R<(]D:VYV"Y=;/^_"MO>IZ7[) OW1+9F::>T MM%-[8SY;FFI+HU5+JUSL;#P>+Q^TVOU>:\V>R IK[)4V*P,Q,>TJ:N8SIHJF MI5PM.^(3TPB^6#_%3KEH;)]IBC;[@HI)PB1)88R4SE$+RZ@H6M=BHGANFKD[ MKK U-,,I=OL@= !>'W.NEA.]0?G_H?\/4$L#!!0 ( $^ 5EC;7U\-(P8 M ',F 9 >&PO=V]R:W-H965T4*D. M^:,C-IS195HH\!W8Z_6=@'IA9SQ*SUWS\2B*I>^%[)H#$0PB\K]Z2[D^[PPZ8,E6-/;E3;3]R/(*D23>(O)%^A]LLVO/ MSCI@$0L9!7EAI2#PPFQ+?^0-L5, PYH","\ 4]U9HE3EC$HZ'O%H"WARM8J6 M[*1534LK<5Z8W)5;R=6OGBHGQ[/W-YWX"WXHFXVF#'N/=&DLKYX#>9S'W@AN%M'L:#A4HPG^$YLZ(*==U0W$XP_L<[XC]_>S^@U< M2A:(?ZMDXA/()(5,8FSCA\B/ P9>3:?)$_>K?.T%[,EH$^,*U<"2V^U8IR%TJ,^>+5A'$SG_NLJ,?V2F%ZUEK-" MRYF=EDFNY8,?11Q<K,5M2@$#4X3-0%\_RD$QPD M:V K:UC(&AIEJ7WO&SM,1!;1=7=4D$'71=5*W)YVU)Y1RXRI)X:K)E(=(_#B M % )*-C^_\G:'*(U3_E"[%NW2W"-V!W[=UNZV63#$S?[%(>5;F:.W] G7*CU MPV,96A[IR$HU-EPS-RP]+8_RPM3J[K)V?=?HUFUL+8]LT5==[>ZNV=Z/X6QN MV?SK=&GS=RW=OY6YN=8D<#4*7#,+FOA;'O*EP0V[<%@C1B/ -3/@) 8WJ#8X MMT:L!H-K)H/%ZUKL)P:7O$-6*C/&;V@;4-,$]HYE<-#(I:9*-4J@&266!I=' MV>T>L/HF0TT!:/3N-OZ61[;HK5!;/31;_3'\#98Y4*=+8P!:8J"5OT%K(D!- M!&@F0A-_@V4"$%(C1", FA%P"F_+4Y:\K>9-$VHJ0#,5JKSM(A+29T*H'=^G MW-KFS*F:FH=F"AP:,=&JJ5 ,%FH%B:W/#TM-9\QJ'- N0^ZSU5SJH;F@31>4/]8-H>,H&JJ5+,% MF=EB:7.H/,)4US\T"Y#E&%,#F[,>64+:\)'9\(]BI>Y\RYFLXR[$PS'&^>X103#5C# M!5N.19G-1K5X,9%460M2^8Y?\V6+-3#P@4-2>\QGKT[KP2FL48$/G*C8ZT-[ M55K/6V!-%6RFRCX[VJO)&BU8HP6;T=+6FO9J+F.G1C/1U"%FZF0O!F\ "QE_ M_ D"1D7,E;I"4:T:4OX&03WU5Z-(@X:806-OG&2_<9IS-9WWU+ B1YO/(*>8 MSR :5\1RD*N=<>997AIGK]L?U#P5&D'DP,&NELY)K+]LR,XT]X$3(:V=DUA/ MBQ#-(&)F4%OG)-;,(9HYQ,R<4SLGL280T00B9@*U<,XR>W"%&PO=V]R:W-H965T'?[]H)H2UIQ21> M6MNYY_B><_TU7'+Q(%, 11[SK) C*U6J/+%M&:>04WG(2RCPRXR+G"KLBKDM M2P$T,: \LSW'">R!-PQ6,J5-M%*[CE_ MT)U),K(099H(T_C;<%KME!JXVGYF_VJTHY9[*N&,9[]8 MHM*1=6R1!&:TRM0U7UY HZ>O^6*>2?-+EDVL8Y&XDHKG#1@SR%E1_]/'QH<5 M@!ML 7@-P-L$]+8 _ ;@OQ70:P ]XTPMQ?@0447#H>!+(G0TLNF&,=.@43XK M=-FG2N!7AC@51N?7D[OQS>3N?$H.R#=<)Y+0(B'?N90@"58F L$65%>'3 JI M1(5%5Q+;<58ED!!6D*FB"O0PX3/RLP1!=4TEV8] 49;)3TA].XW(_MXGLJ2\P.G7"6Q4WUK@/5MPZNUD MC" ^)+[[F7B.YWH\=N"^H;/W\K762Y=TPM(YJR8D['> M:TPQK&_$9)QQ60D@O\?W&([[\$]74>I)>]V3ZK/I1)8TAI&%AX\$L0 K_/C! M#9PO78:^)UGT3F1K9O=:LWN[V$.]7\@^&HA+'+=*\N(]>_&^R\Z:]LC0ZI-Y M$1YX_:,!+K_%JE$=8>ZQZQ^OAT4=8<&@YPS:L#5Q_59X'WCIQ%2F>+K' MP$I<1/LE?3*2-M1V2NQWY.[[[F!#8AT6K(;Y[JNPJ(-MX/6/^]T2@U9BL%/B MF9974I9H/3'/QJ@0" MNVS8F<#_;IS@E0M!X#@;5KW3C+6A]LK5DH.8FRM:HOJJ4/41VXZVKX"QN?PV MQD_Q=5!?YB\T]=/BDHJYOG8RF"&E$ M#L#O,\[53( !D !X M;"]W;W)K&ULM5MK;YM(%/TK(V^UZDI-S3P .^M8 M2I-TMU+3C9*F^YG8XQ@5@Q?&25?:'[^\ZF',< %[^-(8^\[I/\C[8\3']91?'&$^EA_#Q.MC'WEOF@ M33 FEN6,-YX?CN:S_+N[>#Z+=B+P0WX7HV2WV7CQOQ]X$+U>C/#HYQ?W_O-: M9%^,Y[.M]\P?N'CUF _*(;SY_32J? M44;E*8J^9P>?EA?(2?A4%?_M+L;X8349HR5?>+A#WT>N?O"1D9WB+*$CR?]%K&6N-T&*7 MB&A3#DXSV/AA\=?[49Z(R@#,&@:0<@#I.H"6 VA.M,@LIW7M"6\^BZ-7%&?1 M*5KV(3\W^>B4C1]FT_@@XO17/QTGYA\O/]VC;Y>?'V_0[W-EZ\/ MZ S=\\4NCOWP&=UR+]G%/)T\D:"WUUQX?I#\EH9\]/P8??."'7]7"3]#USSV M7[QL?I ?)B+>%4//T./#-7K[YC?T)OT>?5U'N\0+E\EL+%(F63[C19GUAR)K MTI#U-5^\1Q2_0\0B5#/\JOMPH@X?I^=O?Q+)_B22'(\UX%VES%.&Z#))N-#2 M <=G2_4\V7H+?C%*UV+"XQ<^FO_Z"W:LWW7D#($I5.F>*LW1:0/5@N*YCB,U MR=$0F,*1[3DR<#HKY9O3?:<4^A]QE"3%#[JS4$"[.71V#7V9NQ:S9N.7*KMZ M$*9DZNRCE+3M?=HVF':9V";:98OMK]4JS3!;9Q^\P L7'#UD%PE=R@6L4\GF MS'$FY"!G312=.A-]SLX^9P?,^4N:HCRYZ"Z;S%#P9:>\G5I&U)X<9%V/F5+2 MD+2[3]J%DX["1>N*!R'ZK@9#8 K;R9[MY-@5/S')T1"8PG&ZYS@=;L5/:R6& MB3,]J$--T!1C?1UB2XJW-T]^X N?Z[V+4;4WA:9REGJ/8<&O<-5> [!1V3>% MII*5PH]AY?\:"2\HU[NL3RUM5B]"A]'#,JQ'-6LFED*/!U)ZW$WJ=6% WE+L M\8!JC^M2GEHF?)AZ/ZL]VTKWZCJFT)3:4O=Q[#PMZY\H_)O"DTE M*PT AAU CY6OD7+J'OI.711S&QP^D8)/!A)\TDWPM6&-@D^DX),!!9_4Q9Q8 MAPM?$^0V9%VYK8?U_C-_X0'"Z#_4X0[?["W^$*)/I.B3H^_RB5&]-X6F\I1Z M3P:\TR=U<3^\SP=#U)RE^!-8_&51=KH/A=%ZSYO1FZ0C8:C>,V,( M324NO0JUC]XM,NI+3*&I/*4OH7!CXR2]IO66A6;+2!,%[!E1:34H;#5D;7:R MDS!:[VD;HL-!I66A1V]M4*/FQ!2:RE.:$SK@]@;MM+^ABVKWULJTHC?9,3*&I)Z#R< 0[K2B-&AA3:"I9:6 8W&SI493U/1--6U@7 MU=@69M)_,-A_%$5).QE,&*KW_ S1*&'2O3#W6 5G1IV**325IW0J#&ZNG/9( MTJ3UK@<,47.6KH/!KD,692=G":/UGJ\A.B2V]"VV=6Q=VD8=BBDTE:=T*#;< M:#FI+NWZELUA78(A:L[2:-A==G5H=T\)X_6>L2&:);;T+_9ISW/81KV**325 MK/0JMJGG.>SVS1PP1$VP\LAFE\TO&S'R8HX*MTC/7>3><^+MYS M* Y$M,U?%7B*A(@V^<9&\?[-\VF?\/4$L#!!0 ( M $^ 5EB/!*X?. 4 .@G 9 >&PO=V]R:W-H965TI ]%'QB9CH6519>D[0V0 MCR\I*[HD,FL%9^$76[&"[:D MLLU7+-%GYEPLJ=*[XM&1*\'H+ U:Q@YQW:ZSI%'2&@_38S=B/.1K%4<)NQ%( MKI=+*IX^LYAO1RW<>CEP&STNE#G@C(L6+*-D]T^_9T24 K"_)X!D >30 "\+\ X-\+, M/V5FUY64AX J.AX*OD7"7*W1S$9*9AJMNQ\EYKY/E=!G(QVGQA=GE[?H_NS+ MW3FZ.C^;WMV>7YU??YVB7]$%C02ZI_&:(3Y'%U%"DS"B,;I,I!)K?>N51-=< MH5L69CP!2-8OE)0]U- _3QPR?T 44)^KK@:TF3F1PZ2G? -,,) ML\9^WC66[&ELP,(V\O )(B[Q:L(G]O _0]5&>+ W/#@\.ZF&.YKUG'J24T]2 M/'\/7J?M]3H_(\F2B NT3B0+UT+SF'#%))II#G6B'GI&T]T5U^9X'6G6-*9P MG,H5#=FHI2N#9&+#6N-??L)=][3J^7HGO[1G8^%D_09QKK MT.=@^2=DBP M BL0KN?T^Y;1W7 'I26^4N-.-';BNDT"@G-\ F2AN@96C$1ZM/ZT5)'[2X% MWBG1/+HV8[?M=K1>ALZF3)NU+4UI P*KT-;):>M8:>L=4 P\7,>5%;?I,(0$ M"X# *GQVR^GO??CU6]-T93:7FTIZ;TI)0%0U@IM M_9RV/H#Z#Y@*6-,TI0X2+ "J] [R.D='+<8#"!IAP0+@, JM&.W,!?NCR\' M68[_E_#$WIJFU$&A5;DK&3-LY6Y"A7C20S/S4\^H/(JO>2),C1#F@F?MP38\ MWICM4)>-2*$Y#:,X4D^U?%KS-AVMH&@!%%J5\\*187+<0H%!O1HH6@"%5N6^ ML&O8:DO>UHJYN1D;#5L]22-I;]# MZY9$Z)/.P!^\ECZHK:K-ZO<'G3W2+RP3MGNF)M)__VL">R,:#S](M *K7H# M"O.%^T>6/J@M T4+H-"JW!?.#%L=2&/I#]Z(T!OXV/->2Q_41-5DW?/ )X4U M(G9K5%HJ@9O:VW,V7@H M5-0:%6^"SM%\'%%3D!M%2A: (56Y;ZTT&5?Z6HH M\@RM++?:J;T]:V..WF:U3>U)86R(W=@U#;4Y/U]8/>*7U59;Z!NZ+B47<+Q6RN8]QV3U<.L?NL;+>C M^"K]T.J!*\67Z>:"T1D3Y@)]?LZUI+,=\^U6_G'?^#]02P,$% @ 3X!6 M6)MI/PGS!0 ^T8 !D !X;"]W;W)K&ULK=SM M;]I&' ?P?^7$IJF3MI@S8* C2 U^?FK7+-V+:2\,7()58U/[(*W4/WZV,0Z. MC'=4W[P@&.[[,1?C7^[@Y-ESDG[.-HQQ\G4;Q=EM;\/Y[JTD9:L-VP;93;)C M]=_2M3Y4B4+;X%++G[.P^*;JR3)+/Q8:UONWUBU?$(K;B!1'DOPYLP:*H MD/+7\:5">_4^B^#Y_9.NEYW/.[,,,K9(HK_#-=_<]B8]LF:/P3[B'Y-GDU4= M&A7>*HFR\I8\']LJ",A50!8-#*K M0#0PK )#T<"H"HQ$ TH54$0#XRHP%@U,JL!$-#"M E/1 .V?CEQ?.%(?;.&C M34^'FPH?;WHZX%3XB-/3(:?E,9>.;]_RO:\&/)C/TN29I$7[W"ONE"=0F<_? M\F%+ZW(B.M*OGN*,L79)TM;P@=_4;DOCQLB2^ZXWYRN"%]N8P/6N)J=]S> M1S=$'EV,:]WQ=[LTCRL7X[IXW]OBADC?!V5<;HF;(GU7+L8MD;Z/+\9MD;Y? MWKO3'7^_XO7>:4O<%>G[Y&+<$^][6]P7Z?NT+2[E)V9]=LKUV2F7WO#2V;E? M9NS+GL6<:(?B]CNYR_^Q$34\A&L6K_/M111D&7E'[B^>IIV[*,82;[-=L&*W MO7RPD+'TP'KS7WZB2O^/MI,6B:E(3$-B.A(SD)B)Q"PD9B,Q!XFY2,Q#8CX( M:Q2705U3R3#N=%HG._UQ8))*8A,1V)&4C,1&(6$K.1F(/$7"3F(3$? MA#6*Q*@N$J-KIS*?@C0LR\55TYG.W5P["D%B*A+3D)B.Q PD9B(Q"XG92,Q! M8BX2\Y"8#\(:!4:I"XR"G,I^%R7RQ;:*L*G<2U0PPDIB(Q#8GI M2,Q 8B82LY"8C<0<).8B,0^)^2"L43RF=?&88NFU!J;3F MESFC5U_FJ*VM!DJSE=;>:M!LI;>V&KZ:;AE"K]=AN MW_^K5DY[CR?-5J[0W\5K;26/FJW\UE9T6+=JOA7/EA+2ZX;$Y#MI^=C__S_B M[][/U>].I*9"-0VJZ5#-@&HF5+.@F@W5'*CF0C4/JODHK5EO7A9'4AD[BJ;0 MI9!0385J&E33H9H!U4RH9D$U&ZHY4,V%:AY4\U%:LZZ\K(NDG:NE?G1(/6C[ M"F"D=(TC%]VOY.H: ET'"=5TJ&9 -1.J65#-AFH.5'.AF@?5?)36K"$O2R)I MYV(JT;G0^[RF!#R,G\@BV>Z"^!MYB$/>6EZ0*\$64$V%:AI4TZ&: =5,J&9! M-1NJ.5#-A6H>5/-16K/NO*RRI"/PG BZGA*JJ5!-@VHZ5#.@F@G5+*AF0S4' MJKE0S8-J/DIKUI67Q96T<\G5C\Z)E+:/R2?3QL_K*1%T*254TZ":#M4,J&9" M-0NJV5#-@6HN5/.@FH_2CB5$.KOH1'%9&"](G\(X(Q%[S/G^S3@O6.GQ2BO' M#9[LRNM0+!/.DVUY=\."-4N+!OGSCTG"3QO%I2WJZ]W,_P-02P,$% @ M3X!66&J\Q%T> P 10@ !D !X;"]W;W)K&UL MK59K;]LV%/TK%UHQI, :66\[LP6H=MH&2!S#C^TS(UW;1"E1(RF[VZ\?*2F: M8RM&/PPP+#[N.3KG\G$U/G+Q7>X1%?S(62$GUEZI\LZV9;K'G,A;7F*A9[9< MY$3IKMC9LA1(LAJ4,]L=#$([)[2PXG$]MA#QF%>*T0(7 F25YT3\_1D9/TXL MQWH=6-+=7ID!.QZ79(Q/FJG]Q!I:D.&65$PM^?$;MGX"PY=R)NM_.+:Q PO22BJ>MV"M(*=% M\R0_VCR< !S_'8#; MR?!7@MP*N--LIJ6S.B2#P6_ C"1&LVTZAS4Z.U&UJ8 M55PIH6>IQJEXM5DL'N^?[N?KY!$>YE^>ET_)^N%Y#N;W\ C)? ;S9+U9ZNFO MR0J>%_?+.F %-YN"5!E5F'V$3Y#L=@)W1"%,24D58?0?S&#*I9*P1*8G,E < MGBD#4F0P)ZH2A,%7(F$A>%8UJYJ85:6*HH2;&2I"F33DF]4,;CY\A ] "UCO M>24UAQS;2F? ^+#3UNWGQJW[CML9IK?@.;^!.W"]'OCTY^'N6[BM\]XEW^V2 M[]9\WCM\K\DHVF3L=#)HH5"@SMI=G[V&S^_G,R?^3I8DQ8FEC[1$<4 K_O47 M)QS\WF?V?R)[8]WKK'O7V&.]Y@?,^BPVN*C&F3OH$+O#8!3Z.N&'4_4]<4X8 M!:-A%_=&F-\)\Z\*VQ3EN](:9'CR2B<*1Y[OG$GKB7-'D>LZ_=*"3EIP5=J: MZV,%_-JFZ5,=7*CQ0W/O]LJ-.=G15]EQ7T*NIAO2_ M>ZY/?W2Q/[TH=$/O?+-&PO=V]R:W-H965T$[A_OI\OX 2;33T_SQW@Y>9J"_DT>()XF M,(V7J[G:_APOX&EV/S2 M Z(93)&L.,KA,Q(0ZV(32;" JP1+1'*A*5:+!*[>?X#W&KW_%I3OO(F."TVOPW8_@.9[? MD=#X[7"O YZ\'>Y>4..W-?<-G_\*WW&I/JIR_*R((.8]9.NV8KI2,ZXN&&XJ M]2U^%I*K]_1[5T7J$X/N$_7==2M*E.*1I2XG@?D.6]%?[]S0^:?+S3])EOPA MLB.G@];IX!)[I.S;J9>A;%WLLJZFZ!L*?4OOHL#QPM[-T-X=FM(1%OI._S@J M.8]R_<%@X+5A1SIZK8[>11TK6KY%24T2'AS>[PW\P#M1E7MX;IP;NH[CGB1_'A=Z-_Y)5-(1Y?9O]-UQE+Q] M<'$7F&], Q20LHK*^G9J5]L>&YO6$C;A= BJ&\OC_4>BD5S^6,\.5W$K_)!UD^+NU*] M&F^C).EC<_PE8J)IT"K^D\JW:NEC)2YEE321U'']O@HZVW]DTW'W^'OVWUKPR\QQ7\K+(_ILF]>QL MQ$"$V755W,-XW5$VH!M&K V,VLK;1ZBN(XGIV7QALI&K:(U3]IDMJV5 M_31O^OVA+M6GJ6I73QZ>[NZ^7MU?T77M[]]N[\Y?[S^=HN:O^NOZ/PV M0K?GCT_WZN/?SQ_0M[NK^U;P@#X\Y?$R26N9?$0GZ'(6YZ^R0FF.KJHZ53TB M$W17%BOU<"\K6:[4AQ\B6<=I5GU$-S?3ET;[."N659PGU2=T<_&<59WW3L>U MLM@SRITE2$W1!G!$C.?V,*/Z$ MB$>H.L9";@ZT<0 4/E^KJ@QOLABIT??/'(NPM"T" C5)<\T:.H$]NS^@JV_ MP.GOZGN]O@A6[=!(TFJJ1DR9*I=VX-AJ+]S: M"YWV[N4J7;M3_:?._E6J2C.2FP+O\AB:_4(!AZ:,,Z";(U-W(C"W^N-;?]SI M+U+0HTB61;)<4Y?=L3"_&S-* MF-F#D)(03DP_D-(C@6=UA#U-,=XA553FR6$E=!.N>CRRX&/% :8L N(/5"(DQI!$@%QJ&C M/XEV2PYQN\Q_T"\QZZ'/0Z#^ $JF!JYY'D10S"!TU""L(0L["6-R6^0GEPI; M2X50S?E[G==2V:U!:X-BU*#1HJ&B==.H20JSGP:KV$EM1Z=YR&C14-&Z:=9$ MA]U(]P/$BDWZXHKG?& \FLI > %4;$VE'P;=ZVC7H68Z[(:ZHZ\F)GX)S#! MJX 23D0$*(U$=.UIIL-NJ/N69J +9ZNC3_DAHT5#1>MF3%,BYC^OL@P*DX-& MBX:*UDVS!E/L)M.+;4E1LXUZ)M%"S:2*!,RB"9.ANFBS_G@S98'"/&.PF3(_ M]*EEI!&-I<2-I<[9+V2+ 3IL4#T; $R7_1$$20B++!XTB!*W"!JG_&"A@"< MI $-^H8 F1]BUK<$R$+BVSQIW"1NW-PSS06-F3AXXN.0]XV9,LQ\VO<%!&,^ M8Q9?&BR)&RQWI[>@B4%A M,7H+D(6>"/L6 %G@!=SB09,5<9/5E1I/S0EHK7H$X"@A/-JW89,B:(]333[$3<[&2?F+K- MF>M7Q.-!'P\A&$7=>.7>)+$9 ];;6$!)WY@I(P*'_9()11-6#1& .NG2Y! "+8!88504@K$ -3^,4A+8Y&>.^ MQ:5&,>I&L0,XTV73W#ID!./^K!N2<<[Z,S9()HAG\ZBAB;J7>W9P$WU-_UZF M\!T_[BA'UY9!>6BH:-U;1S0/,>^G82=SHM>Q:1XT6C14M&Z:-9LQ-YL=L2[) M3(*B3'C]^@+(U.24]M>%(!D6.\M'74,:R-B>[=5CUR49L$WJ>?UZ JC4M:'O M"1"1P++4Q32(,3>(';;.\ZF&-)DIF =$*QU^MBUX;&*7803AVY),E,\*$AZZ\U7@(R-;,D1ITP95BPT#(%91JC MV-[[N7YD29)!.VC]3:1+0"6 $FBJN.^'/6?CG=O4Y[)\;6_WK]"T6.;U^H;L M[;O;GQ2&PO=V]R:W-H965T8BR/C?R<;2E/T;1O%R65ODZ:[S_U^LMS0 MK9]\8CL:BU]6C&_]5)SR=3_9<>H'>:-MU">&,>AO_3#NC2[R:W,^NF#[- IC M.N&'_VK&'6(+?X/:3'Y.089:X\,O9W=G(=7/:,K$J>6'[JCRXX.R*>60NT[" G,V\MW _C[+G?IUS\ M&HIVZ>C^83Z_N9I=W7X9WZ#KVY_O%K/QE^N[6Y3]N[Y!XUL/W8Z_/"S$S[^, M[]'=_&J1&]RC=P^QOP_"E ;OT4))^A*[C(AZSY_K.HZD?1LE[-)LM M5RB,T9<-VR=^'"0?T&SR&"6U:Q?]5#B5=:V_+!V8% Z0,PY@@F8L3C<)NHH# M&M0!^H*-BA+R3,F$:!$]NOR$3/P!$8.8HH^,HJ.(2Q'E">4'6O8ZSDF?@%FC12SBA,SOXEYYB:+TOG_[?TX%0^:)NC/&V&#KE.Z3?Y2 M/;<"T%(#9N/9YV3G+^EE;UT M+) (>!6&R9 ?*!:$J#@NL08Z5#>&'$;%MVS$,XZ)_..5'9>@H#+VVH6FX M#CXUK/EE5W[96K_NPBAW:.V+Q [H0C?W$S%@-WJKVM8#>?;-@-ST/"[;6,90[7+@\KE@=;E6S&K"5\. M-$#[N'19'$=L68Q]YYT:M#J#AV[#*86-V[#QVC;FB>,UIX:54T.M4PMZ"(OP M9"OAG3@30S.B21J*$5T=I,-V3TU%B+;-'&LX;$=HV^ZCBYVS >I4CCE:QV:3 MNZO,I_F#EZ" '>,U]\6$@8(]12E#.Y:$64@B_DR RE6GU3=[X"A\;=MAVW*L MMK/:/O_@4.16C+BO8H2'2YKG]([R?$:/EY(>%3MNFQWA=9N=MIT( T4D:+O_ M@^1@0RHC0TO/?,^7&R$I,XI*_%RL[")Q3Z50,=I/W7$5(3Y560JAWF9 8>AB M@YQ-!GRB^_ //?P59UL4L_BC&,NXR/@@&^+$87IFAM+?INLT#XKFE6@UFC$9 MF.?I(Y(^\IK<$8$3KXMP23>T-A^*\(GSK&([,::&_Q1SA8#*#,/X(&P8?U)2 MK>U29ZHAT;P2K1[1IF6?IUHJ3ZS58Z-Y>XJMTO$=C2E?/[U7TF6V9T?;&2K& M(X6E)1QU%?FHP!P,-;,3EKH0ZX7A;:&$1"!L& __$36-**4R 9$@Z?AY28'; MPLXF34VA[T+G9PZ$5B=,"DZL5YP/JH!(N1\G*\JYN"CRL+)04M;6A-@4-90B M0+0]ZKM5I5A MA>(U#%(P%%0 B1Y2TK>0D!CJ:"Q M7D+/Q60>9]/^Z00OXH:I!QP]F(V>J,]5[$[U+3N3]A;"FDAA3?3">O$\6!\I MIV@9^4D2KD+!HI\\U]-R9,^D:+%@$,9K,?^5'5+12]IBN1E\^IYUY1$*K88=<=G)'E1,IR\AU9[J=[ M+I3X+[[:"4A%/05%\Z#0ZLQ)?4YL\&2#U-E34#0/"JW.IE3M1*_:7YALZC=( M$]*6]1;!>-#,-869XUAV,]<49BXQ[#.Y)E4XT:OPDUQ#-^'7?:A^(:A'Z1PE MH!(="JW.H)3HQ '/.4@]/@5%\Z#0ZFQ*=4^^H^Y?.<$IUKG=YCN*Y7BK60WJN]"9L+?0]*;4]*9>T]^PH^"KFGR5I$"NLD]!T3PHM#I[ MLEHPA^#)"UHY@*)Y4&AU-F7E8.H7]U^;O(H=+Z25O*#% 11:G3!9')CZXJ": M="=*/B 7[*>@:!X46GW_HZPY+ ,Z;RW0T@,4S8-"J[,I2P]+_Q+@E7EKM;?( M#)M:6=^#SGR]17%AR>+"TA<7$Q;G]6X8KY5\@"[W@Z)Y4&AUYF2588%O ;= M2P]0- \*K<[FR3;P-]WN8RGV<=O-O 4M+J#0ZGS)XL+2%Q<>]95[3O7-.H<8 M:'D!A5:G3)87U@ \84'+#5 T#PJMSJ8L-ZSOO)QX9<*V]PPUW[[H.]"9+M!Z MHG_RB=F6\G7^J5Z"EFP?I\6G5=75ZG/ ',Y^LP M3E!$5P+2^#04V<.+S_:*DY3M\@_9'EF:LFU^N*%^0'EF('Y?,98^GV0WJ#Z> M'/T?4$L#!!0 ( $^ 5EC.&ZLD[0( ,@' 9 >&PO=V]R:W-H965T M)ER-K%CK[,&V51A# M2M6]R(#CFZV0*=78E3M;91)H5 2EB>TY3M=.*>.6/RS& ND/1:X3QB&01.5I M2N7'!!)Q&%FN=1I8LEVLS8#M#S.Z@Q7H=19([-F52L12X(H)3B1L1];8?9@, MS/QBPD\&!W76)B:3C1!OIC.+1I9C@""!4!L%BH\]/$*2&"'$^'W4M"I+$WC> M/JE_*W+'7#94P:-(?K%(QR.K;Y$(MC1/]%(/ED[X?U^$LP!U<"?". 5[!71H5E$]44W\HQ8%(,QO53*-(M8A& M.,;-1UEIB6\9QFE_M0Z"Y^E\NG@=/Y/9XMO+0)- M6:)NA[9&9N-LAT>^2%S/3(77,>*3%$Y^E? QF2KC+U3QA.O4?$)PGO2 M.(* M.DM,Q MK^,<7'"V.OU>_Y+3/JNN*9[DX@Y1)!0YUV6AK4:K:VI<5N>_T\L[;DXEGCE% M$MABJ'/?P\TIRWNC[&B1%;5Z(S16_J(9XU4+TDS ]ULA]*EC#*K+V_\#4$L# M!!0 ( $^ 5EAN'+HR@ 0 +41 9 >&PO=V]R:W-H965T49X5UL*L;K2=9XL M40[Y)5TA(EOFE.50R%NVT/F*(9@6I#S3+WTPP8NE4 _T7F<%%VB*Q,-JS.2=7JFD.$>$8TH 0_.N MUC>O8K,@%(AO&&WXSC50H3V_[]\&X$U&=X _JC"(SZ]P\3V?RU/P5WXWA2 *;@XH' =8H%2C^" MSV J($DA2_%_* 6W"/(U0X#.081Y0M=$HL#U6JB'(SG]!Y OP;6T86,5/573\JHOFRCLHY$%:'D$MCF)V 9 MEMU 'YQ.MQKHT>ETLX$>GTXW]NFZ'-UJB*UJB*U"SSZB%S\+MEV/8$A2.:48 M1AS\TY_QXOF_3?9N%9UF196\KO@*)JBKR>S$$7M"6N^/WTS/^+/)['.*1><4 MB\\DMC.F@QR#P,*Y7"'5LV@!ISI>*[L^8?3@#;]V5:JJ6:00/0<2S'<6O)*VH M6EY@N)Y3LZTUL'?:%E2V!:VV[54X^5N%D[Y5./-3IUUPD(1M,_""H):-!@TX MQW6,L)ZU#G&6$=IF?9>(#W&FK)#<\,WG/6O"RIJPU9IO>(48B EBBQ=99,CZ MY8RJ]:I>^<>-4+C5O(%IAPD*&YE#U/1^ E!+ P04 " !/ M@%98#0EB0KD# 1$ &0 'AL+W=O$2*Q/<]CSQ//.$/W0-D7OL%8P+>X1C'CAE9;X3JL/K=+5KC.1:+[93)EI6SA"3&"2G]D M?];.2V>6B.-'>BH=CTC+8!(5ZA721F]/ GSAQJ*+Z 1ES_PB&SM0T(=ES0 M. /+%<0D2:_H6R;$"<"[!' S@'LKP,L WJV >@:H:V525[0./A*HWV7T $Q9 M2S9UH\74:.D^2=1SGPLF1XG$B?Y\,9V.GL9/D]?!"(:3YY?9>/ Z?)F ^@Y' M,)CX,!F\+F9R^.-@#B_3IYDVF,/[18)V(1$X_ U&.PQDQL%G@GCHN:C[S6Z MJHD-KHUI(C8P923 (/NU@LRKA]0K]X)7C@MZ6@Y/28C#(H$E)_@07C8*6ORV54LL#'V^G<&^C\V^F<(\V1]HKW7KY+/,U?O\ OGUG90[@* M4AGKGF]1@'N&3$DBU77[-YEL?2>EGOY M+@^+.8IP%@1J;,IHN$LSWR/E J:8P2(A OX>2388"ASSSV62UZN4O$HROR*R M@N2-7/+&U?VY2 XZP>,0$"-B$V-! D"9]BN=DL*WE!3KE+153X.7B9Q.YJ0Y M4YV<^WZK978\^^WC=*W]J90ED$[#M.N7(7X)I%DWVZWB>56*DTQ: MYMI5\(_NGRK)_(K("J*UGS7*?/C*LF/;ILJR?R* MR KB.?;;"ZO]ZV(UF[LBU2ME\ZMB*^I^4B@X_^<9F\U6C"W/;'7. K7,SFN; MG<99J);R->2A?1:LUDFM%&.VUC4GAX#N$I&6 WEO7M<.=#5WUO^@ZEU=@[W1 MI,7R&+$U23A$>"4I;;,E3WJ6UI]I0]"MKLB65,CZ3M]N9,V.F3*0XRM*Q;&A M)LC_!>C_"U!+ P04 " !/@%98OU9EF?($ !Z$ &0 'AL+W=OM'YAAPHJ0+T"2& MG6Q_,Q)M"Y5$EZ2==)]^1TJ1'4GV,JP#@EBDWIWOW>.11X^>A?RF5IQK]%+D MI3H?K+1>GSF.2E:\8.JS6/,2WBR$+)B&H5PZ:BTY2ZU1D3O$=7VG8%DY&(_L MW%2.1V*C\ZSD4XG4IBB8_''!<_%\/L"#UXE9MEQI,^&,1VNVY'.N']=3"2.G M\9)F!2]5)DHD^>)\,,%G,?:,@47\D?%GM?>,#)4G(;Z9P4UZ/G!-1#SGB38N M&'QL^27/<^,)XOA>.QTTWVD,]Y]?O5];\D#FB2E^*?(_LU2OS@?A *5\P3:Y MGHGGWWE-:&C\)2)7]C]ZKK'N "4;I451&T,$1596G^RE3L2> ?8/&)#:@+0- MO ,&M#:@[S7P:@.;:J>B8O,0,\W&(RF>D31H\&8>;#*M-=#/2J/[7$MXFX&= M'L\?I].O5[=7=P^3K^CF[OI^=CMYN+F_0^;OYBN:W,7H;O+P.(/77R9S=#^] MFEG ')T\EFR39IJG']$IFLJL3+(UR]'EBI5+KE!6HKEF9'Q8 MB8T"IVKD:*!O2#A)3?6BHDH.4,4$W8I2KQ2Z*E.>OG7@0-Z:Y)'7Y%V0HQYC MGGQ&%']"Q"6T)Z#+]YN3'O/X_>;X"!O:+ 5J_=$#_F[*!'8.Q4WRJZ>/_TG# M&<^9SLHET@)6A]@"\#[+$7A#7YAYK;C<\EXAJT"]_D#-5GBFUBSAYP/8ZZR7 MP?C77[#O_M8GPL]T%O\D9V\$\AJ!O&/>QV^4*'9*I#LE%I42)2B1&"465@FF MD5YQ],2765D:1<#(3*RYS$3:)T 52& #,4?'=DR]H>=&_LC9[N>VBR-N1#$. MWN+B+@Y#R0PCK\&]RUZ+;0_.\\-H+RMO^(8-W_ HWZL77?5# MRK*U5;F%"NO7+NP$X1,_'+9BO>S"0E &MW2.>[SA8> ?4#!J&$5'&9D-/=F= MYFN9);PB]Q[9HFZ:L><.]PNDXM@%8DPQ<5M5&7=QH0_;4MA/$KN[%L@]2G/& MMUFEFUV0,((> WW?L!+*\ O]H$A VMMD#XK"/DG#%L,>G#<, MPD,,]YH\_&^$A$Y-%!QI]G* %.Z2PH1&N$VKBSNE$?6';>7Z@,2C.#Q0X=A+V<2#>U)(BBL,VIBR/4"SHG6@\.N]3S#C':=6'X: _1 MU@K67GUB[]6<*4$!)[CL94J[FX$;1;1-M O#?H!IFV<7=HK),#BPM>!=,X/_ MWVZ&FQS\4Q^#>QH96'5AV*G0=W8\<0^PW?)4"7'V+F4%ETM[N57(V&MC:_["7*SM96_GIKJ5WS()'9U".5^ 2_=S !V)K"ZZU4"+M;WZ/0D- M%TG[N.(LY=( X/U""/TZ,%_0_-PP_AM02P,$% @ 3X!66%VC)616 P MM!4 T !X;"]S='EL97,N>&ULW5A=3]LP%/TK41@32!-IFI$VHZVT54*: MM$U(\+ WY#9.:\FQ,\=E[7[]?.TT_< 7%1Y&62J(?8_/NV< M4ATL2R[J83C7NOH41?5T3DM27\B*"H,44I5$FZZ:176E*,EK()4\ZG8Z:502 M)L+10"S*ZU+7P50NA!Z&_384N-O7?!C&Z<'_V_M="ZJMW@;N? M?#@YZ5QT[L^O]I&S!CH/(Z_PY0'"J"PFFA[DUEY/6+87EJ)W6(JGY#'I_JZT M'7YJA!SQ%*-E'AI,8D.U/83>ZWCI6UR,&/OS[J1U6:.FUD:#0HI-R26A"QAU M4M+@@?!A.":<310#5D%*QEO 8-#HE$U+9 MW"Z#^SUIAN\!ZQX89)RW!KNA"XP&%=&:*G%M.G:P#3Z"@J9]MZJ,PYDBJ[A[ M&6X(]F:23*3*J6K3Q.$Z-!IP6H =Q69SN&M910!J+4O3R!F924&LAS6C:1C9 M*>7\%KXC?A8[VLMB:]_L=HNV:0PU32?C.J"_K>:TMV4O7Z0;5.Q!ZB\+,QUA M^_!@T!M%"[:T_671&L#48UR=5!5??>9L)DKJ)G]PPM& K'G!7"KVQV2#4IF: M %5A\$"59M/MR&]%JCNZU.MR6A:XY^X;]/QOUWE&!56$;YLVM7_,J_QBQ\U+ M]34\VZ^5?<=>DTGO^#TVAXAC-YF^!9-O8KO[QV\RR8[?8W-D/'*3O5?[9G^. MR?@H34;-<6WK3+AS(FRC 9R\A^$/.,?S3=)@LF!<,]'TYBS/J7AT,#3RFDS, MGZ0[^F9\3@NRX/JN!8?AIOV=YFQ19NVH&UB(9M2F_0VF%Z?ML=_D8B*G2YJ/ MFZZ:36PS, V3M;F L(]_VD^?70^#L.\];U( M'^7T48YC^9"Q_6!Y_)S,7/Z99EF2I"FVHN.QU\$86[R/2\ MM<9W&Z^0I^L V].G*@2;*5Z)V$SQM0;$OV[ R#+_;F-Y@('M E8[D-^?!VK* MSTD2V%7,&_8$XTB680C4HK]&TQ19G10^_OW!GI(DR3(_ IC?09)@"#R-.((Y M \8DB3V/;CW/HK6[ZEH\W_:T5]02P,$% @ 3X!66)>*NQS $P( M L !?3T\$MP>:4#M.*2VBZD8_1!2:5K5N %(MB6/:(7->=I3W;+T]!;X"O.DQQ0FE( M2S,.\,W2?S+W\PPU1>5*(Y5;&GC3Y?YVX$G1H2)8%II%R=.B':5_'9CUYYO M9M;O'QOU^:YI/K,ONZK65X/[MMV_&P[UYE[LN/Z]V8O:'-DV:L=;LZD^#?5> M"5[J>R':735T+BZ"X8[+>O#A_>E<2S6$&TTK-JUL:K/3[EA+\:A_'K>;[$%J M>2#BP'3]\WC3:/DMZ9N>95O5%-55X/1\BIEJ#GM9?[*G,;]B"'Y&-PZGU^,@OE/_9QB;[59NQ*39'':B;H_CJ$1E M 6M]+_=ZP&J^$U>#S))[& MXS I6#@>IZNDB 'D6P3R+2UD%JVC9!6Q:98NV#A-BBP<%SG[*RYNV'B5P]!] M@<7N"^+@/?YS%>>QG>^\F_!)O([R(BY69KXA)"H88L.D\;QC2T*#%<[9+,Q9 MG!2102QZD)AN1L2^F437!63!S#(B5DM>I.,_;M+Y),KR6Q:9*2X^0C9,*"-B MHT1AEL3)+&?+*#,WQF)A(DU^$V8PN(PPF8R(;1(GABIB1?AW_P[ W#$BEH>9 MR'AMHO*ZCX298D2LBFD89VP=SDV,6T1A;N+%(DKZMR/FB!&Q).R5%1<=4A<[ M; @VEUV4C./^&&*.&!%+(E]=Y^;N-)#,ZJ(W>@ZF!8=8"_EJN9QW$VK";9Q, MTVQQS GL7SR'F)@8'&(Q+/E7]J#94JCNXS:!GDB]J1I]4 )"HG4(L1CB6LM2 M*%8H7IIRD85*\?K3,?N#C)@P'&IA8"G5K0,Q,7R5P4WWZI_ M@U"87ASJ&N1,AG46$M.+0ZR79U.M(REL@V"R<8EE Q.NL9#/,2MK0QX7C$PL'S M,YA&>IAZ/.J%%:PWQUY#3,Q"'K&%4,Q>W/0P"WG$%D*;B'U,=+V%V$*VC ML]RH*9B4UC E,ECW&S@9B8A7QB"SW! MG(BM4$J4K.!?6*AA9>FCZ_Z_<*GFC(T@)F8A_]>MWM@X9,YD1E3)!VX?+F)+ MB(E9R">W$,2<<5GKKC\X;[06FD%,S$(^L86>ZWIT=].A-^F8A7QB"SV/.>52 MP=$,, L%Y"L]3Y:@3DE'K\T58 8*B V$]X]@N19@!@J(#81CPL9,@!DH>-%N M'&S,!)B! O*E'@P3-F8"S$ !>3<.PX2-F0!]]HR\&X=APL9,@!DH(._&89AO M(29FH("\&_<\YFWW.-@8?=F_>%]*;:R%F5BOD*;_1M>;9:*V9?C MLTV>;Y]5V!ZJ:FSVI?6\X>7IV>/3<],?O@-02P,$% @ 3X!66)=W8@DCEQN ;OO* R28_6@)\AG9)4M7_^C3U;9 MCR]EWPZ[[EBWNU.=?1[VQ[ILML-P^I5276W+H:UWW:DSIR]?IW*_TSLUNO=JOSN5G\.Y3C\8W#ZZ/KWNBUE M:&:O;;\IP[))G_OKZ9HNAWQWGMS,GM^63?_\EILT=9! D$P?I!"DTP<9!-GT M00Y!/GU00%!,'[2 H,7T0?<0=#]]T ,$/4P?E.$.Q/(G9'N3&!W1KPS@=Z">@N!WH)Z"X'> M,GK9)M!;4&\AT%M0;R'06U!O(=!;4&\AT%M0;R'06U!O(=!;4&\AT%M1;R70 M6U%O)=!;46\ET%M'FR4$>BOJK01Z*^JM!'HKZJT$>BOJK01Z*^JM!'HKZJT$ M>AOJ;01Z&^IM!'H;ZFT$>AOJ;01ZVVBSFT!O0[V-0&]#O8U ;T.]C4!O0[V- M0&]#O8U ;T>]G4!O1[V=0&]'O9U ;T>]G4!O1[V=0&\??:PDT-M1;R?0VU%O M)]#;46\GT-M1;R?0.U#O(- [4.\@T#M0[R#0.U#O(- [4.\@T#M0[R#0.T8_ MFQ#H':AW$.@=J'<0Z!VH=_RDWG7XVI=Z[?E>XT]!/TGU<+ZW7!]_67Z?1)P7 M%YS3;45]^@M02P,$% @ 3X!66-9((R[W 0 *R@ !, !;0V]N=&5N M=%]4>7!E&ULS=K+3L,P$ 707ZFR18WK)P_1;H ML. '3#*E49/8LETH M?X^3 A((*E"1N)M&K>VY$X]T5CV_>_84)]NN[>.\6*7DSQB+U8HZ&TOGJ<\K M2QTM)LV3:ZV^>?8N'Y>!&IC M,;G8;1RRYH7UOFTJF_(Z>^SK3RG3UX0RGQSWQ%7CXU'>4+ O$X:5[P->S]T\ M4@A-39-;&]*U[?(NMFU93,\MQ7)_B2]Z=,ME4U'MJDV7CY31![)U7!&EKBUW M18_V)Z=\P[3[Y ?GCV7V!>:=M\'YF"<6Z/=Q;R,93D]]+D0A-?M?\3TQES[X M_6B8=DWU#[/S]3ZYL![G$=GX./R./\[XO?XO^Q @?4B0/A1('QJD#P/2QS%( M'R<@?9R"],%G*(V@B,I12.4HIG(45#F*JAR%58[B*D>!E:/(*E!D%2BR"A19 M!8JL D56@2*K0)%5H,@J4&05*+)*%%DEBJP215:)(JM$D56BR"I19)4HLDH4 M626*K I%5H4BJT*15:'(JE!D52BR*A19%8JL"D56A2*K1I%5H\BJ4635*+)J M%%DUBJP:15:-(JM&D56CR&I09#4HLAH460V*K 9%5H,BJT&1U:#(:E!D-?\I MZ[USZS^.'Y]E9YO^+9^-_Q%&UL4$L! A0#% @ 3X!6 M6 % E2)Y" ^S< !@ ("!#0@ 'AL+W=O&PO=V]R:W-H M965T&UL4$L! A0#% @ 3X!66*LO<:[# P I!( !@ M ("!AAL 'AL+W=O)P >&PO=V]R:W-H965T&UL M4$L! A0#% @ 3X!66&K'-^8\"0 RR\ !@ ("!!T M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!6 M6'VMQ&D\! 0@D !D ("![6\ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66(E7'PN "0 [Q@ M !D ("!CX$ 'AL+W=O),- !H)P &0 @(%&BP M>&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66.RW18[/!P ^10 !D M ("! 9\ 'AL+W=O&PO=V]R:W-H965T M&UL4$L! A0# M% @ 3X!66$:1:2#L P K@@ !D ("!!+D 'AL+W=O M&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66*$[ MQKIV @ H@8 !D ("!@-$ 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66/2\P3?8 @ ^@4 !D M ("!]O$ 'AL+W=O&PO M=V]R:W-H965T&UL4$L! A0#% @ 3X!66*DCB.CS! OPL !D ("! M(OP 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% M @ 3X!66$B3I[C?! P@P !D ("!U L! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66,]XP>_3 M"@ &PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66 ]I.1ZA P E \ !D M ("!93$! 'AL+W=O&PO=V]R M:W-H965T&UL M4$L! A0#% @ 3X!66!<^I(:@ @ O08 !D ("!,3P! M 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ M3X!66*^P:+L)! /A0 !D ("!!DP! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66"!_$V8!"@ M2X( !D ("!)EH! 'AL+W=O M9 $ >&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66+L8^K;("0 '' !D M ("!2VH! 'AL+W=O&PO=V]R:W-H M965T&UL4$L! M A0#% @ 3X!66+HDG(U%! ?P\ !D ("!&'\! 'AL M+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!6 M6*=/&PO=V]R:W-H965TZ1 0!X;"]W;W)K M&UL4$L! A0#% @ 3X!66#&'GQT] P /PD M !D ("!2)@! 'AL+W=O&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66)MI/PGS!0 ^T8 !D M ("!PJ&PO=V]R:W-H965T M&UL4$L! A0# M% @ 3X!66,>;B^N/" C#$ !D ("!G+0! 'AL+W=O M&PO=V]R:W-H965T'% M 0!X;"]W;W)K&UL4$L! A0#% @ 3X!66&X< MNC* ! M1$ !D ("!!&PO=V]R:W-H965T&UL4$L! A0#% @ 3X!66%VC)616 P M!4 T M ( !U=8! 'AL+W-T>6QE&PO M=V]R:V)O;VLN>&UL4$L! A0#% @ 3X!66)=W XML 93 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 94 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 96 FilingSummary.xml IDEA: XBRL DOCUMENT 3.24.0.1 html 313 367 1 true 104 0 false 17 false false R1.htm 0000001 - Document - Cover Sheet http://www.diamondbackenergy.com/role/Cover Cover Cover 1 false false R2.htm 0000002 - Document - Audit Information Sheet http://www.diamondbackenergy.com/role/AuditInformation Audit Information Cover 2 false false R3.htm 0000003 - Statement - Consolidated Balance Sheets Sheet http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 3 false false R4.htm 0000004 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 4 false false R5.htm 0000005 - Statement - Consolidated Statements of Operations Sheet http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations Consolidated Statements of Operations Statements 5 false false R6.htm 0000006 - Statement - Statement of Consolidated Stockholders??? Equity Sheet http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity Statement of Consolidated Stockholders??? Equity Statements 6 false false R7.htm 0000007 - Statement - Consolidated Statements of Cash Flows Sheet http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows Consolidated Statements of Cash Flows Statements 7 false false R8.htm 0000008 - Disclosure - ORGANIZATION AND BASIS OF PRESENTATION Sheet http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATION ORGANIZATION AND BASIS OF PRESENTATION Notes 8 false false R9.htm 0000009 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 9 false false R10.htm 0000010 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS Sheet http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS Notes 10 false false R11.htm 0000011 - Disclosure - ACQUISITIONS AND DIVESTITURES Sheet http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURES ACQUISITIONS AND DIVESTITURES Notes 11 false false R12.htm 0000012 - Disclosure - OIL AND NATURAL GAS INTERESTS Sheet http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTS OIL AND NATURAL GAS INTERESTS Notes 12 false false R13.htm 0000013 - Disclosure - DEBT Sheet http://www.diamondbackenergy.com/role/DEBT DEBT Notes 13 false false R14.htm 0000014 - Disclosure - STOCKHOLDERS??? EQUITY Sheet http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITY STOCKHOLDERS??? EQUITY Notes 14 false false R15.htm 0000015 - Disclosure - EARNINGS PER COMMON SHARE Sheet http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARE EARNINGS PER COMMON SHARE Notes 15 false false R16.htm 0000016 - Disclosure - INCOME TAXES Sheet http://www.diamondbackenergy.com/role/INCOMETAXES INCOME TAXES Notes 16 false false R17.htm 0000017 - Disclosure - DERIVATIVES Sheet http://www.diamondbackenergy.com/role/DERIVATIVES DERIVATIVES Notes 17 false false R18.htm 0000018 - Disclosure - FAIR VALUE MEASUREMENTS Sheet http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTS FAIR VALUE MEASUREMENTS Notes 18 false false R19.htm 0000019 - Disclosure - COMMITMENTS AND CONTINGENCIES Sheet http://www.diamondbackenergy.com/role/COMMITMENTSANDCONTINGENCIES COMMITMENTS AND CONTINGENCIES Notes 19 false false R20.htm 0000020 - Disclosure - SUBSEQUENT EVENTS Sheet http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTS SUBSEQUENT EVENTS Notes 20 false false R21.htm 0000021 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnaudited SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) Notes 21 false false R22.htm 995410 - Disclosure - Pay vs Performance Disclosure Sheet http://xbrl.sec.gov/ecd/role/PvpDisclosure Pay vs Performance Disclosure Notes 22 false false R23.htm 995445 - Disclosure - Insider Trading Arrangements Sheet http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements Insider Trading Arrangements Notes 23 false false R24.htm 9954471 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 24 false false R25.htm 9954472 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES 25 false false R26.htm 9954473 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) Sheet http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSTables REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) Tables http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERS 26 false false R27.htm 9954474 - Disclosure - Oil and Natural Gas Interests (Tables) Sheet http://www.diamondbackenergy.com/role/OilandNaturalGasInterestsTables Oil and Natural Gas Interests (Tables) Tables 27 false false R28.htm 9954475 - Disclosure - Debt (Tables) Sheet http://www.diamondbackenergy.com/role/DebtTables Debt (Tables) Tables 28 false false R29.htm 9954476 - Disclosure - STOCKHOLDERS??? EQUITY (Tables) Sheet http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYTables STOCKHOLDERS??? EQUITY (Tables) Tables http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITY 29 false false R30.htm 9954477 - Disclosure - EARNINGS PER COMMON SHARE (Tables) Sheet http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARETables EARNINGS PER COMMON SHARE (Tables) Tables http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARE 30 false false R31.htm 9954478 - Disclosure - INCOME TAXES (Tables) Sheet http://www.diamondbackenergy.com/role/INCOMETAXESTables INCOME TAXES (Tables) Tables http://www.diamondbackenergy.com/role/INCOMETAXES 31 false false R32.htm 9954479 - Disclosure - DERIVATIVES (Tables) Sheet http://www.diamondbackenergy.com/role/DERIVATIVESTables DERIVATIVES (Tables) Tables http://www.diamondbackenergy.com/role/DERIVATIVES 32 false false R33.htm 9954480 - Disclosure - FAIR VALUE MEASUREMENTS (Tables) Sheet http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSTables FAIR VALUE MEASUREMENTS (Tables) Tables http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTS 33 false false R34.htm 9954481 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) (Tables) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) (Tables) Tables http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnaudited 34 false false R35.htm 9954482 - Disclosure - ORGANIZATION AND BASIS OF PRESENTATION (Details) Sheet http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails ORGANIZATION AND BASIS OF PRESENTATION (Details) Details http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATION 35 false false R36.htm 9954483 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Oil and Natural Gas Properties, and Debt Issuance Costs (Details) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Oil and Natural Gas Properties, and Debt Issuance Costs (Details) Details 36 false false R37.htm 9954484 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details) Details 37 false false R38.htm 9954485 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Liabilities (Details) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Liabilities (Details) Details 38 false false R39.htm 9954486 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details) Details 39 false false R40.htm 9954487 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) Sheet http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESIncomeTaxesDetails SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) Details 40 false false R41.htm 9954488 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) Sheet http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) Details http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSTables 41 false false R42.htm 9954489 - Disclosure - ACQUISITIONS AND DIVESTITURES - Acquisitions (Details) Sheet http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails ACQUISITIONS AND DIVESTITURES - Acquisitions (Details) Details 42 false false R43.htm 9954490 - Disclosure - ACQUISITIONS AND DIVESTITURES - Divestitures (Details) Sheet http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails ACQUISITIONS AND DIVESTITURES - Divestitures (Details) Details 43 false false R44.htm 9954491 - Disclosure - OIL AND NATURAL GAS INTERESTS (Details) Sheet http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails OIL AND NATURAL GAS INTERESTS (Details) Details http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTS 44 false false R45.htm 9954492 - Disclosure - DEBT - Schedule of Debt (Details) Sheet http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails DEBT - Schedule of Debt (Details) Details 45 false false R46.htm 9954493 - Disclosure - DEBT - Additional Information (Details) Sheet http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails DEBT - Additional Information (Details) Details 46 false false R47.htm 9954494 - Disclosure - DEBT - Financial Covenants (Details) Sheet http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails DEBT - Financial Covenants (Details) Details 47 false false R48.htm 9954495 - Disclosure - DEBT - Interest Expense (Details) Sheet http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails DEBT - Interest Expense (Details) Details 48 false false R49.htm 9954496 - Disclosure - STOCKHOLDERS??? EQUITY - Additional Information (Details) Sheet http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails STOCKHOLDERS??? EQUITY - Additional Information (Details) Details 49 false false R50.htm 9954497 - Disclosure - STOCKHOLDERS??? EQUITY - Ownership Interest in Subsidiary Changes (Details) Sheet http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails STOCKHOLDERS??? EQUITY - Ownership Interest in Subsidiary Changes (Details) Details 50 false false R51.htm 9954498 - Disclosure - STOCKHOLDERS??? EQUITY - Schedule of Cash Distributions (Details) Sheet http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails STOCKHOLDERS??? EQUITY - Schedule of Cash Distributions (Details) Details 51 false false R52.htm 9954499 - Disclosure - EARNINGS PER COMMON SHARE (Details) Sheet http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails EARNINGS PER COMMON SHARE (Details) Details http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARETables 52 false false R53.htm 9954500 - Disclosure - INCOME TAXES - Components of Provision for Income Taxes (Details) Sheet http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails INCOME TAXES - Components of Provision for Income Taxes (Details) Details 53 false false R54.htm 9954501 - Disclosure - INCOME TAXES - Reconciliation of Statutory Federal Income tax (Details) Sheet http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails INCOME TAXES - Reconciliation of Statutory Federal Income tax (Details) Details 54 false false R55.htm 9954502 - Disclosure - INCOME TAXES - Deferred Tax Assets and Liabilities (Details) Sheet http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails INCOME TAXES - Deferred Tax Assets and Liabilities (Details) Details 55 false false R56.htm 9954503 - Disclosure - INCOME TAXES - Additional Information (Details) Sheet http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails INCOME TAXES - Additional Information (Details) Details 56 false false R57.htm 9954504 - Disclosure - DERIVATIVES - Open Derivative Positions (Details) Sheet http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails DERIVATIVES - Open Derivative Positions (Details) Details 57 false false R58.htm 9954505 - Disclosure - DERIVATIVES - Gains and Losses on Derivative Instruments Included in Statement of Operations (Details) Sheet http://www.diamondbackenergy.com/role/DERIVATIVESGainsandLossesonDerivativeInstrumentsIncludedinStatementofOperationsDetails DERIVATIVES - Gains and Losses on Derivative Instruments Included in Statement of Operations (Details) Details 58 false false R59.htm 9954506 - Disclosure - FAIR VALUE MEASUREMENTS - Recurring Measurements (Details) Sheet http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails FAIR VALUE MEASUREMENTS - Recurring Measurements (Details) Details 59 false false R60.htm 9954507 - Disclosure - FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details) Sheet http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details) Details 60 false false R61.htm 9954508 - Disclosure - SUBSEQUENT EVENTS (Details) Sheet http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails SUBSEQUENT EVENTS (Details) Details http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTS 61 false false R62.htm 9954509 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 62 false false R63.htm 9954510 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Costs Incurred in Crude Oil and Natural Gas Activities (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Costs Incurred in Crude Oil and Natural Gas Activities (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 63 false false R64.htm 9954511 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Changes in Estimated Proved Reserves (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Changes in Estimated Proved Reserves (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 64 false false R65.htm 9954512 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Additional Information (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Additional Information (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 65 false false R66.htm 9954513 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Proved Undeveloped Reserves (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Proved Undeveloped Reserves (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 66 false false R67.htm 9954514 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Standardized Measure of Discounted Future Net Cash Flows (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Standardized Measure of Discounted Future Net Cash Flows (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 67 false false R68.htm 9954515 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 68 false false R69.htm 9954516 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Principal Changes in Standardized Measure of Discounted Future Net Cash Flows (Details) Sheet http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Principal Changes in Standardized Measure of Discounted Future Net Cash Flows (Details) Details http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables 69 false false All Reports Book All Reports vnom-20231231.htm vnom-20231231.xsd vnom-20231231_cal.xml vnom-20231231_def.xml vnom-20231231_lab.xml vnom-20231231_pre.xml vnom-20231231_g1.jpg http://fasb.org/srt/2023 http://fasb.org/us-gaap/2023 http://xbrl.sec.gov/dei/2023 http://xbrl.sec.gov/ecd/2023 true true JSON 99 MetaLinks.json IDEA: XBRL DOCUMENT { "version": "2.2", "instance": { "vnom-20231231.htm": { "nsprefix": "vnom", "nsuri": "http://www.diamondbackenergy.com/20231231", "dts": { "inline": { "local": [ "vnom-20231231.htm" ] }, "schema": { "local": [ "vnom-20231231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://www.xbrl.org/dtr/type/2022-03-31/types.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-2023.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-roles-2023.xsd", "https://xbrl.fasb.org/srt/2023/elts/srt-types-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-gaap-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-roles-2023.xsd", "https://xbrl.fasb.org/us-gaap/2023/elts/us-types-2023.xsd", "https://xbrl.sec.gov/country/2023/country-2023.xsd", "https://xbrl.sec.gov/dei/2023/dei-2023.xsd", "https://xbrl.sec.gov/ecd/2023/ecd-2023.xsd" ] }, "calculationLink": { "local": [ "vnom-20231231_cal.xml" ] }, "definitionLink": { "local": [ "vnom-20231231_def.xml" ] }, "labelLink": { "local": [ "vnom-20231231_lab.xml" ] }, "presentationLink": { "local": [ "vnom-20231231_pre.xml" ] } }, "keyStandard": 318, "keyCustom": 49, "axisStandard": 36, "axisCustom": 2, "memberStandard": 41, "memberCustom": 58, "hidden": { "total": 8, "http://fasb.org/us-gaap/2023": 3, "http://xbrl.sec.gov/dei/2023": 4, "http://www.diamondbackenergy.com/20231231": 1 }, "contextCount": 313, "entityCount": 1, "segmentCount": 104, "elementCount": 721, "unitCount": 17, "baseTaxonomies": { "http://fasb.org/us-gaap/2023": 825, "http://fasb.org/srt/2023": 179, "http://xbrl.sec.gov/dei/2023": 40, "http://xbrl.sec.gov/ecd/2023": 4 }, "report": { "R1": { "role": "http://www.diamondbackenergy.com/role/Cover", "longName": "0000001 - Document - Cover", "shortName": "Cover", "isDefault": "true", "groupType": "document", "subGroupType": "", "menuCat": "Cover", "order": "1", "firstAnchor": { "contextRef": "c-1", "name": "dei:DocumentType", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "dei:DocumentType", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R2": { "role": "http://www.diamondbackenergy.com/role/AuditInformation", "longName": "0000002 - Document - Audit Information", "shortName": "Audit Information", "isDefault": "false", "groupType": "document", "subGroupType": "", "menuCat": "Cover", "order": "2", "firstAnchor": { "contextRef": "c-1", "name": "dei:AuditorFirmId", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "dei:AuditorFirmId", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R3": { "role": "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "longName": "0000003 - Statement - Consolidated Balance Sheets", "shortName": "Consolidated Balance Sheets", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "3", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R4": { "role": "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "longName": "0000004 - Statement - Consolidated Balance Sheets (Parenthetical)", "shortName": "Consolidated Balance Sheets (Parenthetical)", "isDefault": "false", "groupType": "statement", "subGroupType": "parenthetical", "menuCat": "Statements", "order": "4", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationCumulative", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedCostsRelatingToOilAndGasProducingActivitiesDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-11", "name": "us-gaap:LimitedPartnersCapitalAccountUnitsOutstanding", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "us-gaap:LimitedPartnersCapitalAccountUnitsIssued", "span", "div", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R5": { "role": "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "longName": "0000005 - Statement - Consolidated Statements of Operations", "shortName": "Consolidated Statements of Operations", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "5", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:OtherOperatingIncome", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R6": { "role": "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity", "longName": "0000006 - Statement - Statement of Consolidated Stockholders\u2019 Equity", "shortName": "Statement of Consolidated Stockholders\u2019 Equity", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "6", "firstAnchor": { "contextRef": "c-27", "name": "us-gaap:PartnersCapitalAccountUnits", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-27", "name": "us-gaap:PartnersCapitalAccountUnits", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R7": { "role": "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "longName": "0000007 - Statement - Consolidated Statements of Cash Flows", "shortName": "Consolidated Statements of Cash Flows", "isDefault": "false", "groupType": "statement", "subGroupType": "", "menuCat": "Statements", "order": "7", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ProfitLoss", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:OtherOperatingActivitiesCashFlowStatement", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R8": { "role": "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATION", "longName": "0000008 - Disclosure - ORGANIZATION AND BASIS OF PRESENTATION", "shortName": "ORGANIZATION AND BASIS OF PRESENTATION", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "8", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R9": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES", "longName": "0000009 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "9", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R10": { "role": "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERS", "longName": "0000010 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS", "shortName": "REVENUE FROM CONTRACTS WITH CUSTOMERS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "10", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R11": { "role": "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURES", "longName": "0000011 - Disclosure - ACQUISITIONS AND DIVESTITURES", "shortName": "ACQUISITIONS AND DIVESTITURES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "11", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R12": { "role": "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTS", "longName": "0000012 - Disclosure - OIL AND NATURAL GAS INTERESTS", "shortName": "OIL AND NATURAL GAS INTERESTS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "12", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:OilAndGasPropertiesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:OilAndGasPropertiesTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R13": { "role": "http://www.diamondbackenergy.com/role/DEBT", "longName": "0000013 - Disclosure - DEBT", "shortName": "DEBT", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "13", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:LongTermDebtTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:LongTermDebtTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R14": { "role": "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITY", "longName": "0000014 - Disclosure - STOCKHOLDERS\u2019 EQUITY", "shortName": "STOCKHOLDERS\u2019 EQUITY", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "14", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R15": { "role": "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARE", "longName": "0000015 - Disclosure - EARNINGS PER COMMON SHARE", "shortName": "EARNINGS PER COMMON SHARE", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "15", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:EarningsPerShareTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:EarningsPerShareTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R16": { "role": "http://www.diamondbackenergy.com/role/INCOMETAXES", "longName": "0000016 - Disclosure - INCOME TAXES", "shortName": "INCOME TAXES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "16", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R17": { "role": "http://www.diamondbackenergy.com/role/DERIVATIVES", "longName": "0000017 - Disclosure - DERIVATIVES", "shortName": "DERIVATIVES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "17", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R18": { "role": "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTS", "longName": "0000018 - Disclosure - FAIR VALUE MEASUREMENTS", "shortName": "FAIR VALUE MEASUREMENTS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "18", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:FairValueDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:FairValueDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R19": { "role": "http://www.diamondbackenergy.com/role/COMMITMENTSANDCONTINGENCIES", "longName": "0000019 - Disclosure - COMMITMENTS AND CONTINGENCIES", "shortName": "COMMITMENTS AND CONTINGENCIES", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "19", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R20": { "role": "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTS", "longName": "0000020 - Disclosure - SUBSEQUENT EVENTS", "shortName": "SUBSEQUENT EVENTS", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "20", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:SubsequentEventsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:SubsequentEventsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R21": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnaudited", "longName": "0000021 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "21", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:OilAndGasExplorationAndProductionIndustriesDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:OilAndGasExplorationAndProductionIndustriesDisclosuresTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R22": { "role": "http://xbrl.sec.gov/ecd/role/PvpDisclosure", "longName": "995410 - Disclosure - Pay vs Performance Disclosure", "shortName": "Pay vs Performance Disclosure", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "22", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:NetIncomeLoss", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": null }, "R23": { "role": "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements", "longName": "995445 - Disclosure - Insider Trading Arrangements", "shortName": "Insider Trading Arrangements", "isDefault": "false", "groupType": "disclosure", "subGroupType": "", "menuCat": "Notes", "order": "23", "firstAnchor": { "contextRef": "c-313", "name": "ecd:Rule10b51ArrAdoptedFlag", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-313", "name": "ecd:Rule10b51ArrAdoptedFlag", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "span", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R24": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies", "longName": "9954471 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "policies", "menuCat": "Policies", "order": "24", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R25": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables", "longName": "9954472 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "25", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R26": { "role": "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSTables", "longName": "9954473 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)", "shortName": "REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "26", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R27": { "role": "http://www.diamondbackenergy.com/role/OilandNaturalGasInterestsTables", "longName": "9954474 - Disclosure - Oil and Natural Gas Interests (Tables)", "shortName": "Oil and Natural Gas Interests (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "27", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:CapitalizedCostsRelatingToOilAndGasProducingActivitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": null }, "R28": { "role": "http://www.diamondbackenergy.com/role/DebtTables", "longName": "9954475 - Disclosure - Debt (Tables)", "shortName": "Debt (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "28", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R29": { "role": "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYTables", "longName": "9954476 - Disclosure - STOCKHOLDERS\u2019 EQUITY (Tables)", "shortName": "STOCKHOLDERS\u2019 EQUITY (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "29", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R30": { "role": "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARETables", "longName": "9954477 - Disclosure - EARNINGS PER COMMON SHARE (Tables)", "shortName": "EARNINGS PER COMMON SHARE (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "30", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R31": { "role": "http://www.diamondbackenergy.com/role/INCOMETAXESTables", "longName": "9954478 - Disclosure - INCOME TAXES (Tables)", "shortName": "INCOME TAXES (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "31", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R32": { "role": "http://www.diamondbackenergy.com/role/DERIVATIVESTables", "longName": "9954479 - Disclosure - DERIVATIVES (Tables)", "shortName": "DERIVATIVES (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "32", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R33": { "role": "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSTables", "longName": "9954480 - Disclosure - FAIR VALUE MEASUREMENTS (Tables)", "shortName": "FAIR VALUE MEASUREMENTS (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "33", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:OffsettingAssetsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "us-gaap:OffsettingAssetsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R34": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables", "longName": "9954481 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) (Tables)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) (Tables)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "tables", "menuCat": "Tables", "order": "34", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:CapitalizedCostsRelatingToOilAndGasProducingActivitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:CostIncurredInOilAndGasPropertyAcquisitionExplorationAndDevelopmentActivitiesDisclosureTextBlock", "unitRef": null, "xsiNil": "false", "lang": "en-US", "decimals": null, "ancestors": [ "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R35": { "role": "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "longName": "9954482 - Disclosure - ORGANIZATION AND BASIS OF PRESENTATION (Details)", "shortName": "ORGANIZATION AND BASIS OF PRESENTATION (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "35", "firstAnchor": { "contextRef": "c-70", "name": "us-gaap:ConversionOfStockSharesConverted1", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-78", "name": "vnom:ConditionalDesignatedBoardMembers", "unitRef": "director", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R36": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails", "longName": "9954483 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Oil and Natural Gas Properties, and Debt Issuance Costs (Details)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Oil and Natural Gas Properties, and Debt Issuance Costs (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "36", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:DepletionOfOilAndGasProperties", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "vnom:EstimatedFutureNetRevenueDiscountedRatePerAnnum", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "2", "ancestors": [ "span", "div", "us-gaap:OilAndGasPropertiesPolicyPolicyTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R37": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails", "longName": "9954484 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Related Party Transactions (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "37", "firstAnchor": { "contextRef": "c-88", "name": "vnom:LeaseBonus", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-5", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-88", "name": "vnom:LeaseBonus", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-5", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R38": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails", "longName": "9954485 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Liabilities (Details)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accrued Liabilities (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "38", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:InterestPayableCurrent", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "us-gaap:InterestPayableCurrent", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R39": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails", "longName": "9954486 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "39", "firstAnchor": { "contextRef": "c-90", "name": "us-gaap:ConcentrationRiskPercentage1", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "2", "ancestors": [ "span", "div", "us-gaap:ConcentrationRiskCreditRisk", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-90", "name": "us-gaap:ConcentrationRiskPercentage1", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "2", "ancestors": [ "span", "div", "us-gaap:ConcentrationRiskCreditRisk", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R40": { "role": "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESIncomeTaxesDetails", "longName": "9954487 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details)", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "40", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "span", "div", "us-gaap:IncomeTaxPolicyTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "span", "div", "us-gaap:IncomeTaxPolicyTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R41": { "role": "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails", "longName": "9954488 - Disclosure - REVENUE FROM CONTRACTS WITH CUSTOMERS (Details)", "shortName": "REVENUE FROM CONTRACTS WITH CUSTOMERS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "41", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-97", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R42": { "role": "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails", "longName": "9954489 - Disclosure - ACQUISITIONS AND DIVESTITURES - Acquisitions (Details)", "shortName": "ACQUISITIONS AND DIVESTITURES - Acquisitions (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "42", "firstAnchor": { "contextRef": "c-110", "name": "us-gaap:SaleOfStockConsiderationReceivedOnTransaction", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-106", "name": "vnom:AssetAcquisitionConsiderationTransferredEquityInterestIssuedAndIssuableShares", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "-4", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R43": { "role": "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails", "longName": "9954490 - Disclosure - ACQUISITIONS AND DIVESTITURES - Divestitures (Details)", "shortName": "ACQUISITIONS AND DIVESTITURES - Divestitures (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "43", "firstAnchor": { "contextRef": "c-115", "name": "vnom:AreaOfLandDivested", "unitRef": "acre", "xsiNil": "false", "lang": "en-US", "decimals": "0", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-115", "name": "vnom:AreaOfLandDivested", "unitRef": "acre", "xsiNil": "false", "lang": "en-US", "decimals": "0", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R44": { "role": "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails", "longName": "9954491 - Disclosure - OIL AND NATURAL GAS INTERESTS (Details)", "shortName": "OIL AND NATURAL GAS INTERESTS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "44", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:CapitalizedCostsProvedProperties", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "us-gaap:OilAndGasPropertyFullCostMethodNet", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedCostsRelatingToOilAndGasProducingActivitiesDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R45": { "role": "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "longName": "9954492 - Disclosure - DEBT - Schedule of Debt (Details)", "shortName": "DEBT - Schedule of Debt (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "45", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:UnamortizedDebtIssuanceExpense", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "us-gaap:ScheduleOfDebtTableTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "us-gaap:UnamortizedDebtIssuanceExpense", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "us-gaap:ScheduleOfDebtTableTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R46": { "role": "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "longName": "9954493 - Disclosure - DEBT - Additional Information (Details)", "shortName": "DEBT - Additional Information (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "46", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:ProceedsFromIssuanceOfSeniorLongTermDebt", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-138", "name": "us-gaap:LineOfCreditFacilityCurrentBorrowingCapacity", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-8", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R47": { "role": "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "longName": "9954494 - Disclosure - DEBT - Financial Covenants (Details)", "shortName": "DEBT - Financial Covenants (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "47", "firstAnchor": { "contextRef": "c-152", "name": "vnom:LineOfCreditFacilityCovenantTermsRatioOfTotalDebtToEarningsBeforeInterestTaxesDepreciationDepletionAmortizationAndExplorationExpense", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "td", "tr", "table", "div", "vnom:ScheduleOfLineOfCreditFacilitiesCovenantTermsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-152", "name": "vnom:LineOfCreditFacilityCovenantTermsRatioOfTotalDebtToEarningsBeforeInterestTaxesDepreciationDepletionAmortizationAndExplorationExpense", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "td", "tr", "table", "div", "vnom:ScheduleOfLineOfCreditFacilitiesCovenantTermsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R48": { "role": "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails", "longName": "9954495 - Disclosure - DEBT - Interest Expense (Details)", "shortName": "DEBT - Interest Expense (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "48", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:InterestCostsIncurred", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:InterestIncomeAndInterestExpenseDisclosureTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:InterestCostsIncurred", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:InterestIncomeAndInterestExpenseDisclosureTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R49": { "role": "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "longName": "9954496 - Disclosure - STOCKHOLDERS\u2019 EQUITY - Additional Information (Details)", "shortName": "STOCKHOLDERS\u2019 EQUITY - Additional Information (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "49", "firstAnchor": { "contextRef": "c-72", "name": "vnom:OwnershipPercentageByParent", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-110", "name": "us-gaap:SaleOfStockNumberOfSharesIssuedInTransaction", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "-4", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R50": { "role": "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails", "longName": "9954497 - Disclosure - STOCKHOLDERS\u2019 EQUITY - Ownership Interest in Subsidiary Changes (Details)", "shortName": "STOCKHOLDERS\u2019 EQUITY - Ownership Interest in Subsidiary Changes (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "50", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:NetIncomeLoss", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-166", "name": "us-gaap:NetIncomeLoss", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R51": { "role": "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "longName": "9954498 - Disclosure - STOCKHOLDERS\u2019 EQUITY - Schedule of Cash Distributions (Details)", "shortName": "STOCKHOLDERS\u2019 EQUITY - Schedule of Cash Distributions (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "51", "firstAnchor": { "contextRef": "c-217", "name": "us-gaap:LimitedPartnersCapitalAccountUnitsOutstanding", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "us-gaap:DividendsDeclaredTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-217", "name": "us-gaap:LimitedPartnersCapitalAccountUnitsOutstanding", "unitRef": "shares", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "us-gaap:DividendsDeclaredTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R52": { "role": "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails", "longName": "9954499 - Disclosure - EARNINGS PER COMMON SHARE (Details)", "shortName": "EARNINGS PER COMMON SHARE (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "52", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:NetIncomeLoss", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:UndistributedEarningsLossAllocatedToParticipatingSecuritiesBasic", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R53": { "role": "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails", "longName": "9954500 - Disclosure - INCOME TAXES - Components of Provision for Income Taxes (Details)", "shortName": "INCOME TAXES - Components of Provision for Income Taxes (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "53", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R54": { "role": "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails", "longName": "9954501 - Disclosure - INCOME TAXES - Reconciliation of Statutory Federal Income tax (Details)", "shortName": "INCOME TAXES - Reconciliation of Statutory Federal Income tax (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "54", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R55": { "role": "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails", "longName": "9954502 - Disclosure - INCOME TAXES - Deferred Tax Assets and Liabilities (Details)", "shortName": "INCOME TAXES - Deferred Tax Assets and Liabilities (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "55", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R56": { "role": "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails", "longName": "9954503 - Disclosure - INCOME TAXES - Additional Information (Details)", "shortName": "INCOME TAXES - Additional Information (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "56", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:DeferredTaxAssetsLiabilitiesNet", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-5", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R57": { "role": "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails", "longName": "9954504 - Disclosure - DERIVATIVES - Open Derivative Positions (Details)", "shortName": "DERIVATIVES - Open Derivative Positions (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "57", "firstAnchor": { "contextRef": "c-220", "name": "us-gaap:DerivativeNonmonetaryNotionalAmountVolume", "unitRef": "bbl", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-220", "name": "us-gaap:DerivativeNonmonetaryNotionalAmountVolume", "unitRef": "bbl", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R58": { "role": "http://www.diamondbackenergy.com/role/DERIVATIVESGainsandLossesonDerivativeInstrumentsIncludedinStatementofOperationsDetails", "longName": "9954505 - Disclosure - DERIVATIVES - Gains and Losses on Derivative Instruments Included in Statement of Operations (Details)", "shortName": "DERIVATIVES - Gains and Losses on Derivative Instruments Included in Statement of Operations (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "58", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:DerivativeGainLossOnDerivativeNet", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-20", "name": "vnom:CashPaidOnCommodityEarlyContractTermination", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-5", "ancestors": [ "span", "div", "us-gaap:ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R59": { "role": "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails", "longName": "9954506 - Disclosure - FAIR VALUE MEASUREMENTS - Recurring Measurements (Details)", "shortName": "FAIR VALUE MEASUREMENTS - Recurring Measurements (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "59", "firstAnchor": { "contextRef": "c-237", "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:OffsettingLiabilitiesTableTextBlock", "us-gaap:FairValueAssetsMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "us-gaap:OffsettingAssetsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-237", "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:OffsettingLiabilitiesTableTextBlock", "us-gaap:FairValueAssetsMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "us-gaap:OffsettingAssetsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R60": { "role": "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "longName": "9954507 - Disclosure - FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details)", "shortName": "FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments Not Recorded at Fair Value (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "60", "firstAnchor": { "contextRef": "c-83", "name": "us-gaap:DebtInstrumentInterestRateStatedPercentage", "unitRef": "number", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "ix:continuation", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-266", "name": "us-gaap:LongTermDebtFairValue", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R61": { "role": "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails", "longName": "9954508 - Disclosure - SUBSEQUENT EVENTS (Details)", "shortName": "SUBSEQUENT EVENTS (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "61", "firstAnchor": { "contextRef": "c-280", "name": "us-gaap:DividendsPayableAmountPerShare", "unitRef": "usdPerShare", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-280", "name": "us-gaap:DividendsPayableAmountPerShare", "unitRef": "usdPerShare", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R62": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails", "longName": "9954509 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "62", "firstAnchor": { "contextRef": "c-5", "name": "us-gaap:CapitalizedCostsProvedProperties", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "us-gaap:CapitalizedCostsUnprovedProperties", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R63": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails", "longName": "9954510 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Costs Incurred in Crude Oil and Natural Gas Activities (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Costs Incurred in Crude Oil and Natural Gas Activities (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "63", "firstAnchor": { "contextRef": "c-1", "name": "us-gaap:CostsIncurredAcquisitionOfOilAndGasPropertiesWithProvedReserves", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CostIncurredInOilAndGasPropertyAcquisitionExplorationAndDevelopmentActivitiesDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "us-gaap:CostsIncurredAcquisitionOfOilAndGasPropertiesWithProvedReserves", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CostIncurredInOilAndGasPropertyAcquisitionExplorationAndDevelopmentActivitiesDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R64": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails", "longName": "9954511 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Changes in Estimated Proved Reserves (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Changes in Estimated Proved Reserves (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "64", "firstAnchor": { "contextRef": "c-6", "name": "srt:ProvedDevelopedAndUndevelopedReserveNetEnergy", "unitRef": "mboe", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfProvedDevelopedAndUndevelopedOilAndGasReserveQuantitiesTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-31", "name": "srt:ProvedDevelopedAndUndevelopedReserveNetEnergy", "unitRef": "mboe", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfProvedDevelopedAndUndevelopedOilAndGasReserveQuantitiesTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R65": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "longName": "9954512 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Additional Information (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Additional Information (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "65", "firstAnchor": { "contextRef": "c-1", "name": "srt:ProvedDevelopedAndUndevelopedReserveExtensionAndDiscoveryEnergy", "unitRef": "mboe", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "srt:DevelopmentWellsDrilledNetProductive", "unitRef": "well", "xsiNil": "false", "lang": "en-US", "decimals": "INF", "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } }, "R66": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails", "longName": "9954513 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Proved Undeveloped Reserves (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Proved Undeveloped Reserves (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "66", "firstAnchor": { "contextRef": "c-6", "name": "srt:ProvedUndevelopedReserveBOE1", "unitRef": "mboe", "xsiNil": "false", "lang": "en-US", "decimals": "0", "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": null }, "R67": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails", "longName": "9954514 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Standardized Measure of Discounted Future Net Cash Flows (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Standardized Measure of Discounted Future Net Cash Flows (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "67", "firstAnchor": { "contextRef": "c-5", "name": "srt:FutureNetCashFlowsRelatingToProvedOilAndGasReservesCashInflows", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "srt:StandardizedMeasureOfDiscountedFutureCashFlowsRelatingToProvedReservesDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-5", "name": "srt:FutureNetCashFlowsRelatingToProvedOilAndGasReservesCashInflows", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "srt:StandardizedMeasureOfDiscountedFutureCashFlowsRelatingToProvedReservesDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R68": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails", "longName": "9954515 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "68", "firstAnchor": { "contextRef": "c-297", "name": "srt:AverageSalesPrices", "unitRef": "usdPerBbl", "xsiNil": "false", "lang": "en-US", "decimals": "2", "ancestors": [ "span", "td", "tr", "table", "div", "srt:OilAndGasNetProductionAverageSalesPriceAndAverageProductionCostsDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true }, "uniqueAnchor": { "contextRef": "c-297", "name": "srt:AverageSalesPrices", "unitRef": "usdPerBbl", "xsiNil": "false", "lang": "en-US", "decimals": "2", "ancestors": [ "span", "td", "tr", "table", "div", "srt:OilAndGasNetProductionAverageSalesPriceAndAverageProductionCostsDisclosureTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true, "unique": true } }, "R69": { "role": "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails", "longName": "9954516 - Disclosure - SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Principal Changes in Standardized Measure of Discounted Future Net Cash Flows (Details)", "shortName": "SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS OPERATIONS (Unaudited) - Principal Changes in Standardized Measure of Discounted Future Net Cash Flows (Details)", "isDefault": "false", "groupType": "disclosure", "subGroupType": "details", "menuCat": "Details", "order": "69", "firstAnchor": { "contextRef": "c-6", "name": "srt:StandardizedMeasureOfDiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReserves", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfChangesInStandardizedMeasureOfDiscountedFutureNetCashFlowsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "first": true }, "uniqueAnchor": { "contextRef": "c-1", "name": "srt:IncreaseDueToPurchasesOfMineralsInPlace", "unitRef": "usd", "xsiNil": "false", "lang": "en-US", "decimals": "-3", "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfChangesInStandardizedMeasureOfDiscountedFutureNetCashFlowsTableTextBlock", "ix:continuation", "body", "html" ], "reportCount": 1, "baseRef": "vnom-20231231.htm", "unique": true } } }, "tag": { "vnom_A1MonthAdjustedTermSOFRMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A1MonthAdjustedTermSOFRMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "1-month Adjusted Term SOFR", "label": "1-month Adjusted Term SOFR [Member]", "documentation": "1-month Adjusted Term SOFR" } } }, "auth_ref": [] }, "vnom_A2022AcquisitionPermianBasinMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A2022AcquisitionPermianBasinMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2022 Acquisition Permian Basin", "label": "2022 Acquisition Permian Basin [Member]", "documentation": "2022 Acquisition Permian Basin" } } }, "auth_ref": [] }, "vnom_A2023AcquisitionPermianBasinMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A2023AcquisitionPermianBasinMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2023 Acquisition Permian Basin", "label": "2023 Acquisition Permian Basin [Member]", "documentation": "2023 Acquisition Permian Basin" } } }, "auth_ref": [] }, "vnom_A2023OtherMajorBasinAcquisitionsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A2023OtherMajorBasinAcquisitionsMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2023 Other Major Basin Acquisitions", "label": "2023 Other Major Basin Acquisitions [Member]", "documentation": "2023 Other Major Basin Acquisitions" } } }, "auth_ref": [] }, "vnom_A2023PermianBasinAcquisitionMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A2023PermianBasinAcquisitionMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2023 Permian Basin Acquisition", "label": "2023 Permian Basin Acquisition [Member]", "documentation": "2023 Permian Basin Acquisition" } } }, "auth_ref": [] }, "vnom_A5375SeniorUnsecuredNotesDue2027Member": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A5375SeniorUnsecuredNotesDue2027Member", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "5.375% senior unsecured notes due 2027", "label": "5.375% Senior Unsecured Notes Due 2027 [Member]", "documentation": "5.375% Senior Notes Due 2027 [Member]" } } }, "auth_ref": [] }, "vnom_A7375SeniorUnsecuredNotesDue2031Member": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "A7375SeniorUnsecuredNotesDue2031Member", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "7.375% senior unsecured notes due 2031", "label": "7.375 Senior Unsecured Notes Due 2031 [Member]", "documentation": "7.375 Senior Unsecured Notes Due 2031" } } }, "auth_ref": [] }, "us-gaap_AccountingPoliciesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountingPoliciesAbstract", "lang": { "en-us": { "role": { "terseLabel": "Accounting Policies [Abstract]", "label": "Accounting Policies [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AccountsPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsPayableCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts payable", "label": "Accounts Payable, Current", "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r21", "r814" ] }, "us-gaap_AccountsReceivableNetCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccountsReceivableNetCurrent", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Royalty income receivable", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current." } } }, "auth_ref": [ "r326", "r327" ] }, "us-gaap_AccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccruedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Accrued liabilities", "label": "Accrued Liabilities, Current", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r25" ] }, "us-gaap_AccumulatedAmortizationDeferredFinanceCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AccumulatedAmortizationDeferredFinanceCosts", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debit issuance costs, accumulated amortization", "label": "Accumulated Amortization, Debt Issuance Costs", "documentation": "Amount of accumulated amortization of debt issuance costs." } } }, "auth_ref": [ "r97" ] }, "ecd_Additional402vDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "Additional402vDisclosureTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Additional 402(v) Disclosure", "label": "Additional 402(v) Disclosure [Text Block]" } } }, "auth_ref": [ "r871" ] }, "us-gaap_AdditionalPaidInCapitalCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdditionalPaidInCapitalCommonStock", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Additional paid-in capital", "label": "Additional Paid in Capital, Common Stock", "documentation": "Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital." } } }, "auth_ref": [ "r131" ] }, "us-gaap_AdditionalPaidInCapitalMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdditionalPaidInCapitalMember", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Additional Paid-in Capital", "label": "Additional Paid-in Capital [Member]", "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders." } } }, "auth_ref": [ "r478", "r479", "r480", "r661", "r957", "r958", "r959", "r995", "r1020" ] }, "ecd_AdjToCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Adjustment to Compensation, Amount", "label": "Adjustment to Compensation Amount" } } }, "auth_ref": [ "r877" ] }, "ecd_AdjToCompAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToCompAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Adjustment to Compensation:", "label": "Adjustment to Compensation [Axis]" } } }, "auth_ref": [ "r877" ] }, "ecd_AdjToNonPeoNeoCompFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToNonPeoNeoCompFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Adjustment to Non-PEO NEO Compensation Footnote", "label": "Adjustment to Non-PEO NEO Compensation Footnote [Text Block]" } } }, "auth_ref": [ "r877" ] }, "ecd_AdjToPeoCompFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AdjToPeoCompFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Adjustment To PEO Compensation, Footnote", "label": "Adjustment To PEO Compensation, Footnote [Text Block]" } } }, "auth_ref": [ "r877" ] }, "vnom_AdjustedTermSOFRMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AdjustedTermSOFRMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Adjusted Term SOFR", "label": "Adjusted Term SOFR [Member]", "documentation": "Adjusted Term SOFR" } } }, "auth_ref": [] }, "us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedNetLabel": "Cash paid for tax withholding on vested common units", "negatedLabel": "Cash paid for tax withholding on vested common units", "label": "Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation", "documentation": "Amount of decrease to equity for grantee's tax withholding obligation for award under share-based payment arrangement." } } }, "auth_ref": [] }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Equity-based compensation", "label": "APIC, Share-Based Payment Arrangement, Increase for Cost Recognition", "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement." } } }, "auth_ref": [ "r60", "r61", "r451" ] }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Adjustments to reconcile net income (loss) to net cash provided by operating activities:", "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]" } } }, "auth_ref": [] }, "srt_AffiliatedEntityMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "AffiliatedEntityMember", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Affiliated Entity", "label": "Affiliated Entity [Member]", "documentation": "An affiliate is a party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the entity." } } }, "auth_ref": [ "r221", "r707", "r773", "r822", "r980", "r997", "r998", "r999" ] }, "ecd_AggtErrCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AggtErrCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate Erroneous Compensation Amount", "label": "Aggregate Erroneous Compensation Amount" } } }, "auth_ref": [ "r841", "r853", "r863", "r889" ] }, "ecd_AggtErrCompNotYetDeterminedTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AggtErrCompNotYetDeterminedTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate Erroneous Compensation Not Yet Determined", "label": "Aggregate Erroneous Compensation Not Yet Determined [Text Block]" } } }, "auth_ref": [ "r844", "r856", "r866", "r892" ] }, "ecd_AllAdjToCompMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllAdjToCompMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "All Adjustments to Compensation", "label": "All Adjustments to Compensation [Member]" } } }, "auth_ref": [ "r877" ] }, "ecd_AllExecutiveCategoriesMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllExecutiveCategoriesMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "All Executive Categories", "label": "All Executive Categories [Member]" } } }, "auth_ref": [ "r884" ] }, "ecd_AllIndividualsMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllIndividualsMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure", "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure", "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements", "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "All Individuals", "label": "All Individuals [Member]" } } }, "auth_ref": [ "r848", "r857", "r867", "r884", "r893", "r897", "r905" ] }, "ecd_AllTradingArrangementsMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AllTradingArrangementsMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "All Trading Arrangements", "label": "All Trading Arrangements [Member]" } } }, "auth_ref": [ "r903" ] }, "dei_AmendmentFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AmendmentFlag", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Amendment Flag", "label": "Amendment Flag", "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission." } } }, "auth_ref": [] }, "vnom_Anticipatedtimingofcostinclusioninamortizationcalculation": { "xbrltype": "durationItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "Anticipatedtimingofcostinclusioninamortizationcalculation", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Anticipated timing of cost inclusion in amortization calculation", "label": "Anticipated timing of cost inclusion in amortization calculation", "documentation": "The anticipated timing of the inclusion of the costs in the amortization computation." } } }, "auth_ref": [] }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Antidilutive securities, restricted stock units (in shares)", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented." } } }, "auth_ref": [ "r302" ] }, "vnom_AreaOfLandDivested": { "xbrltype": "areaItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AreaOfLandDivested", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Area of land", "label": "Area of Land Divested", "documentation": "Area of Land Divested" } } }, "auth_ref": [] }, "us-gaap_AssetAcquisitionAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetAcquisitionAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Asset Acquisition [Axis]", "label": "Asset Acquisition [Axis]", "documentation": "Information by asset acquisition." } } }, "auth_ref": [ "r988" ] }, "us-gaap_AssetAcquisitionConsiderationTransferred": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetAcquisitionConsiderationTransferred", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate purchase price", "label": "Asset Acquisition, Consideration Transferred", "documentation": "Amount of consideration transferred in asset acquisition. Includes, but is not limited to, cash, liability incurred by acquirer, and equity interest issued by acquirer." } } }, "auth_ref": [ "r811", "r989", "r990", "r991" ] }, "vnom_AssetAcquisitionConsiderationTransferredEquityInterestIssuedAndIssuableShares": { "xbrltype": "sharesItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AssetAcquisitionConsiderationTransferredEquityInterestIssuedAndIssuableShares", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Equity interest issued (in units)", "label": "Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable, Shares", "documentation": "Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable, Shares" } } }, "auth_ref": [] }, "us-gaap_AssetAcquisitionDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetAcquisitionDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Asset Acquisition [Domain]", "label": "Asset Acquisition [Domain]", "documentation": "Asset acquisition." } } }, "auth_ref": [ "r988" ] }, "vnom_AssetAcquisitionNetRoyaltyAcres": { "xbrltype": "areaItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AssetAcquisitionNetRoyaltyAcres", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net royalty (acres)", "label": "Asset Acquisition, Net Royalty Acres", "documentation": "The amount of net royalty acres acquired. Net royalty acres are defined as gross acreage multiplied by the average royalty interest." } } }, "auth_ref": [] }, "vnom_AssetAcquisitionNumberOfCommonStockSharesAcquired": { "xbrltype": "sharesItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AssetAcquisitionNumberOfCommonStockSharesAcquired", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Number of shares issued (in shares)", "label": "Asset Acquisition, Number Of Common Stock Shares Acquired", "documentation": "Asset Acquisition, Number Of Common Stock Shares Acquired" } } }, "auth_ref": [] }, "vnom_AssetAcquisitionPercentageOfAcreage": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AssetAcquisitionPercentageOfAcreage", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Percentage of acreage acquired", "label": "Asset Acquisition, Percentage Of Acreage", "documentation": "Asset Acquisition, Percentage Of Acreage" } } }, "auth_ref": [] }, "vnom_AssetAcquisitionPurchasePricePortionFundedWithDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AssetAcquisitionPurchasePricePortionFundedWithDebt", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Payment of contingent consideration", "label": "Asset Acquisition, Purchase Price Portion Funded with Debt", "documentation": "Asset Acquisition, Purchase Price Portion Funded with Debt" } } }, "auth_ref": [] }, "us-gaap_Assets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Assets", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total assets", "label": "Assets", "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events." } } }, "auth_ref": [ "r178", "r240", "r266", "r309", "r316", "r320", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r510", "r514", "r539", "r622", "r700", "r814", "r830", "r972", "r973", "r1000" ] }, "us-gaap_AssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetsAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Assets", "label": "Assets [Abstract]" } } }, "auth_ref": [] }, "us-gaap_AssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetsCurrent", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total current assets", "label": "Assets, Current", "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events." } } }, "auth_ref": [ "r236", "r244", "r266", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r510", "r514", "r539", "r814", "r972", "r973", "r1000" ] }, "us-gaap_AssetsCurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AssetsCurrentAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Current assets:", "label": "Assets, Current [Abstract]" } } }, "auth_ref": [] }, "vnom_AuditInformationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AuditInformationAbstract", "lang": { "en-us": { "role": { "label": "Audit Information [Abstract]", "documentation": "Audit Information" } } }, "auth_ref": [] }, "dei_AuditorFirmId": { "xbrltype": "nonemptySequenceNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorFirmId", "presentation": [ "http://www.diamondbackenergy.com/role/AuditInformation" ], "lang": { "en-us": { "role": { "terseLabel": "Auditor Firm ID", "label": "Auditor Firm ID", "documentation": "PCAOB issued Audit Firm Identifier" } } }, "auth_ref": [ "r835", "r836", "r849" ] }, "dei_AuditorLocation": { "xbrltype": "internationalNameItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorLocation", "presentation": [ "http://www.diamondbackenergy.com/role/AuditInformation" ], "lang": { "en-us": { "role": { "terseLabel": "Auditor Location", "label": "Auditor Location" } } }, "auth_ref": [ "r835", "r836", "r849" ] }, "dei_AuditorName": { "xbrltype": "internationalNameItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "AuditorName", "presentation": [ "http://www.diamondbackenergy.com/role/AuditInformation" ], "lang": { "en-us": { "role": { "terseLabel": "Auditor Name", "label": "Auditor Name" } } }, "auth_ref": [ "r835", "r836", "r849" ] }, "vnom_AverageDepletionRatePerBarrelOfOilEquivalents": { "xbrltype": "perUnitItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AverageDepletionRatePerBarrelOfOilEquivalents", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Average depletion rate per barrel equivalent unit of production (usd per BOE)", "label": "Average Depletion Rate Per Barrel Of Oil Equivalents", "documentation": "Average Depletion Rate Per Barrel Of Oil Equivalents" } } }, "auth_ref": [] }, "vnom_AverageNetRoyaltyInterest": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "AverageNetRoyaltyInterest", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Average net royalty interest", "label": "Average Net Royalty Interest", "documentation": "Average Net Royalty Interest" } } }, "auth_ref": [] }, "srt_AverageSalesPriceAndProductionCostsPerUnitOfProductionTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "AverageSalesPriceAndProductionCostsPerUnitOfProductionTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil and Gas, Average Sale Price and Production Cost Per Unit [Table]", "label": "Oil and Gas, Average Sale Price and Production Cost Per Unit [Table]", "documentation": "Disclosure of information about oil and gas sale prices and production costs." } } }, "auth_ref": [ "r931" ] }, "srt_AverageSalesPrices": { "xbrltype": "perUnitItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "AverageSalesPrices", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Unweighted arithmetic average first-day-of-the-month prices", "label": "Oil and Gas, Average Sale Price", "documentation": "Sales price per unit of oil and gas produced." } } }, "auth_ref": [ "r930" ] }, "ecd_AwardExrcPrice": { "xbrltype": "perShareItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardExrcPrice", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Exercise Price", "label": "Award Exercise Price" } } }, "auth_ref": [ "r900" ] }, "ecd_AwardGrantDateFairValue": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardGrantDateFairValue", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value as of Grant Date", "label": "Award Grant Date Fair Value" } } }, "auth_ref": [ "r901" ] }, "ecd_AwardTmgDiscLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgDiscLineItems", "lang": { "en-us": { "role": { "label": "Award Timing Disclosures [Line Items]" } } }, "auth_ref": [ "r896" ] }, "ecd_AwardTmgHowMnpiCnsdrdTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgHowMnpiCnsdrdTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Award Timing, How MNPI Considered", "label": "Award Timing, How MNPI Considered [Text Block]" } } }, "auth_ref": [ "r896" ] }, "ecd_AwardTmgMethodTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgMethodTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Award Timing Method", "label": "Award Timing Method [Text Block]" } } }, "auth_ref": [ "r896" ] }, "ecd_AwardTmgMnpiCnsdrdFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgMnpiCnsdrdFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Award Timing MNPI Considered", "label": "Award Timing MNPI Considered [Flag]" } } }, "auth_ref": [ "r896" ] }, "ecd_AwardTmgMnpiDiscTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgMnpiDiscTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Award Timing MNPI Disclosure", "label": "Award Timing MNPI Disclosure [Text Block]" } } }, "auth_ref": [ "r896" ] }, "ecd_AwardTmgPredtrmndFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardTmgPredtrmndFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Award Timing Predetermined", "label": "Award Timing Predetermined [Flag]" } } }, "auth_ref": [ "r896" ] }, "us-gaap_AwardTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "AwardTypeAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Award Type", "label": "Award Type [Axis]", "documentation": "Information by type of award under share-based payment arrangement." } } }, "auth_ref": [ "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477" ] }, "ecd_AwardUndrlygSecuritiesAmt": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardUndrlygSecuritiesAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Underlying Securities", "label": "Award Underlying Securities Amount" } } }, "auth_ref": [ "r899" ] }, "ecd_AwardsCloseToMnpiDiscIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardsCloseToMnpiDiscIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Name", "label": "Awards Close in Time to MNPI Disclosures, Individual Name" } } }, "auth_ref": [ "r898" ] }, "ecd_AwardsCloseToMnpiDiscTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardsCloseToMnpiDiscTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Awards Close in Time to MNPI Disclosures", "label": "Awards Close in Time to MNPI Disclosures [Table]" } } }, "auth_ref": [ "r897" ] }, "ecd_AwardsCloseToMnpiDiscTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "AwardsCloseToMnpiDiscTableTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Awards Close in Time to MNPI Disclosures, Table", "label": "Awards Close in Time to MNPI Disclosures [Table Text Block]" } } }, "auth_ref": [ "r897" ] }, "us-gaap_BalanceSheetLocationAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BalanceSheetLocationAxis", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Balance Sheet Location [Axis]", "label": "Balance Sheet Location [Axis]", "documentation": "Information by location on balance sheet (statement of financial position)." } } }, "auth_ref": [] }, "us-gaap_BalanceSheetLocationDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BalanceSheetLocationDomain", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Balance Sheet Location [Domain]", "label": "Balance Sheet Location [Domain]", "documentation": "Location in the balance sheet (statement of financial position)." } } }, "auth_ref": [ "r77", "r82" ] }, "vnom_BaseDividendMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "BaseDividendMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Base Dividend", "label": "Base Dividend [Member]", "documentation": "Base Dividend" } } }, "auth_ref": [] }, "us-gaap_BaseRateMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BaseRateMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Base Rate", "label": "Base Rate [Member]", "documentation": "Minimum rate investor will accept." } } }, "auth_ref": [] }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BasisOfAccountingPolicyPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Basis of Presentation", "label": "Basis of Accounting, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS)." } } }, "auth_ref": [] }, "us-gaap_BasisSwapMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BasisSwapMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Basis Swaps", "label": "Basis Swap [Member]", "documentation": "Interest rate swap contract where both rates are variable and tied to different index rates." } } }, "auth_ref": [ "r993" ] }, "vnom_BoneSpringMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "BoneSpringMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Bone Spring", "label": "Bone Spring [Member]", "documentation": "Bone Spring" } } }, "auth_ref": [] }, "us-gaap_BusinessAcquisitionLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "BusinessAcquisitionLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Business Acquisition [Line Items]", "label": "Business Acquisition [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r508" ] }, "vnom_BusinessCombinationsAndDivestituresAbstract": { "xbrltype": "stringItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "BusinessCombinationsAndDivestituresAbstract", "lang": { "en-us": { "role": { "terseLabel": "Business Combinations And Divestitures [Abstract]", "label": "Business Combinations And Divestitures [Abstract]", "documentation": "Business Combinations And Divestitures [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CapitalizedCostsAccumulatedDepreciationDepletionAmortizationAndValuationAllowanceForRelatingToOilAndGasProducingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsAccumulatedDepreciationDepletionAmortizationAndValuationAllowanceForRelatingToOilAndGasProducingActivities", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails": { "parentTag": "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesNet", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Accumulated depletion and impairment", "label": "Capitalized Costs, Accumulated Depreciation, Depletion, Amortization and Valuation Allowance Relating to Oil and Gas Producing Activities", "documentation": "Amount of accumulated depreciation, depletion, amortization and valuation allowance relating to oil and gas producing activities." } } }, "auth_ref": [ "r176" ] }, "us-gaap_CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortization": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortization", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Balance of costs not subject to depletion:", "label": "Capitalized Costs of Unproved Properties Excluded from Amortization, Period Cost", "documentation": "The sum of the capitalized costs incurred during the period of unproved properties excluded from amortization including acquisition costs, exploration costs, development costs, and production costs." } } }, "auth_ref": [ "r175" ] }, "us-gaap_CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationCumulative": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsOfUnprovedPropertiesExcludedFromAmortizationCumulative", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": "us-gaap_OilAndGasPropertyFullCostMethodGross", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Not subject to depletion", "label": "Capitalized Costs of Unproved Properties Excluded from Amortization, Cumulative", "documentation": "The sum of the capitalized costs incurred, as of the balance sheet date, of unproved properties excluded from amortization including acquisition costs, exploration costs, development costs, and production costs." } } }, "auth_ref": [ "r18" ] }, "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsOilAndGasProducingActivitiesGross", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails": { "parentTag": "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total oil and natural gas interests", "label": "Capitalized Costs, Oil and Gas Producing Activities, Gross", "documentation": "The sum of capitalized costs relating to oil and gas producing activities before accounting for accumulated depreciation." } } }, "auth_ref": [ "r176" ] }, "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsOilAndGasProducingActivitiesNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net oil and natural gas interests capitalized", "label": "Capitalized Costs, Oil and Gas Producing Activities, Net", "documentation": "Net amount of capitalized costs relating to oil and gas producing activities." } } }, "auth_ref": [ "r176" ] }, "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesNetAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsOilAndGasProducingActivitiesNetAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil and natural gas interests:", "label": "Capitalized Costs, Oil and Gas Producing Activities, Net [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CapitalizedCostsProvedProperties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsProvedProperties", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": "us-gaap_OilAndGasPropertyFullCostMethodGross", "weight": 1.0, "order": 1.0 }, "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails": { "parentTag": "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesGross", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Subject to depletion", "terseLabel": "Proved", "label": "Capitalized Costs, Proved Properties", "documentation": "Capitalized costs of proved properties incurred for any combination mineral interests acquisitions; wells and related equipment; support equipment and facilities; and uncompleted wells and equipment and other costs not previously disclosed within this table." } } }, "auth_ref": [ "r176", "r177" ] }, "us-gaap_CapitalizedCostsRelatingToOilAndGasProducingActivitiesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsRelatingToOilAndGasProducingActivitiesDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/OilandNaturalGasInterestsTables", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Aggregate Capitalized Costs Related to Oil and Natural Gas Production Activities", "label": "Capitalized Costs Relating to Oil and Gas Producing Activities Disclosure [Table Text Block]", "documentation": "Tabular disclosure of aggregate capitalized costs relating to an enterprise's oil and gas producing activities and the aggregate related accumulated depreciation, depletion, amortization, and valuation allowances." } } }, "auth_ref": [ "r101", "r102", "r107", "r176" ] }, "us-gaap_CapitalizedCostsUnprovedProperties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CapitalizedCostsUnprovedProperties", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails": { "parentTag": "us-gaap_CapitalizedCostsOilAndGasProducingActivitiesGross", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAggregateCapitalizedCostsRelatedtoOilandNaturalGasProductionActivitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Unproved", "label": "Capitalized Costs, Unproved Properties", "documentation": "Capitalized costs of unproved properties incurred for any combination mineral interests acquisitions and other costs not previously disclosed within this table." } } }, "auth_ref": [ "r174", "r176" ] }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CarryingReportedAmountFairValueDisclosureMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Carrying Value", "label": "Reported Value Measurement [Member]", "documentation": "Measured as reported on the statement of financial position (balance sheet)." } } }, "auth_ref": [ "r91", "r92" ] }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashAndCashEquivalentsAtCarryingValue", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Cash and cash equivalents", "label": "Cash and Cash Equivalents, at Carrying Value", "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation." } } }, "auth_ref": [ "r35", "r238", "r780" ] }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashAndCashEquivalentsPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Cash and Cash Equivalents", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value." } } }, "auth_ref": [ "r36" ] }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "periodStartLabel": "Cash, cash equivalents and restricted cash at beginning of period", "periodEndLabel": "Cash, cash equivalents and restricted cash at end of period", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r35", "r148", "r263" ] }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net increase (decrease) in cash and cash equivalents", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates." } } }, "auth_ref": [ "r1", "r148" ] }, "us-gaap_CashDistributionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CashDistributionMember", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash Distribution", "label": "Cash Distribution [Member]", "documentation": "Distribution of cash made by the entity based on a contractual agreement such as a partnership or employment agreement." } } }, "auth_ref": [] }, "vnom_CashPaidOnCommodityEarlyContractTermination": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CashPaidOnCommodityEarlyContractTermination", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESGainsandLossesonDerivativeInstrumentsIncludedinStatementofOperationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash paid on commodity contracts terminated prior to their contractual maturity", "label": "Cash Paid on Commodity, Early Contract Termination", "documentation": "Cash Paid on Commodity, Early Contract Termination" } } }, "auth_ref": [] }, "vnom_CashReceiptsFromPaymentsOnDerivativesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CashReceiptsFromPaymentsOnDerivativesNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 8.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/DERIVATIVESGainsandLossesonDerivativeInstrumentsIncludedinStatementofOperationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net cash receipts (payments) on derivatives", "label": "Cash Receipts From (Payments On) Derivatives, Net", "documentation": "Cash Receipts From (Payments On) Derivatives, Net" } } }, "auth_ref": [] }, "ecd_ChangedPeerGroupFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ChangedPeerGroupFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Changed Peer Group, Footnote", "label": "Changed Peer Group, Footnote [Text Block]" } } }, "auth_ref": [ "r875" ] }, "dei_CityAreaCode": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CityAreaCode", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "City Area Code", "label": "City Area Code", "documentation": "Area code of city" } } }, "auth_ref": [] }, "vnom_ClassBUnitsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ClassBUnitsMember", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Class B Units", "label": "Class B Units [Member]", "documentation": "Class B Units [Member]" } } }, "auth_ref": [] }, "us-gaap_ClassOfStockDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfStockDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/Cover", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Class of Stock [Domain]", "label": "Class of Stock [Domain]", "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock." } } }, "auth_ref": [ "r219", "r241", "r242", "r243", "r266", "r292", "r293", "r297", "r301", "r307", "r308", "r361", "r378", "r380", "r381", "r382", "r385", "r386", "r407", "r408", "r411", "r414", "r421", "r539", "r653", "r654", "r655", "r656", "r661", "r662", "r663", "r665", "r666", "r667", "r668", "r669", "r670", "r671", "r672", "r673", "r688", "r709", "r730", "r754", "r755", "r756", "r757", "r758", "r912", "r951", "r960" ] }, "us-gaap_ClassOfStockLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ClassOfStockLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Class of Stock [Line Items]", "label": "Class of Stock [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r241", "r242", "r243", "r307", "r407", "r408", "r409", "r411", "r414", "r419", "r421", "r653", "r654", "r655", "r656", "r797", "r912", "r951" ] }, "ecd_CoSelectedMeasureAmt": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CoSelectedMeasureAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Company Selected Measure Amount", "label": "Company Selected Measure Amount" } } }, "auth_ref": [ "r876" ] }, "ecd_CoSelectedMeasureName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CoSelectedMeasureName", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Company Selected Measure Name", "label": "Company Selected Measure Name" } } }, "auth_ref": [ "r876" ] }, "us-gaap_CommitmentsAndContingencies": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommitmentsAndContingencies", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Commitments and Contingencies", "label": "Commitments and Contingencies", "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur." } } }, "auth_ref": [ "r29", "r112", "r623", "r687" ] }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommitmentsAndContingenciesDisclosureAbstract", "lang": { "en-us": { "role": { "terseLabel": "Commitments and Contingencies Disclosure [Abstract]", "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/COMMITMENTSANDCONTINGENCIES" ], "lang": { "en-us": { "role": { "terseLabel": "COMMITMENTS AND CONTINGENCIES", "label": "Commitments and Contingencies Disclosure [Text Block]", "documentation": "The entire disclosure for commitments and contingencies." } } }, "auth_ref": [ "r156", "r372", "r373", "r763", "r968" ] }, "us-gaap_CommonClassAMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonClassAMember", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/Cover", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Class A Shares", "label": "Common Class A [Member]", "documentation": "Classification of common stock representing ownership interest in a corporation." } } }, "auth_ref": [ "r1020" ] }, "us-gaap_CommonClassBMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonClassBMember", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/Cover", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Class B Shares", "label": "Common Class B [Member]", "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation." } } }, "auth_ref": [ "r1020" ] }, "vnom_CommonShareRepurchaseProgramMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CommonShareRepurchaseProgramMember", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common Share Repurchase Program", "label": "Common Share Repurchase Program [Member]", "documentation": "Common Share Repurchase Program" } } }, "auth_ref": [] }, "us-gaap_CommonStockDividendsPerShareDeclared": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockDividendsPerShareDeclared", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Dividends declared (usd per share)", "label": "Common Stock, Dividends, Per Share, Declared", "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding." } } }, "auth_ref": [ "r161" ] }, "us-gaap_CommonStockMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockMember", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common Stock", "label": "Common Stock [Member]", "documentation": "Stock that is subordinate to all other stock of the issuer." } } }, "auth_ref": [ "r819", "r820", "r821", "r823", "r824", "r825", "r826", "r957", "r958", "r995", "r1018", "r1020" ] }, "us-gaap_CommonStockParOrStatedValuePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockParOrStatedValuePerShare", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock par value (usd per share)", "label": "Common Stock, Par or Stated Value Per Share", "documentation": "Face amount or stated value per share of common stock." } } }, "auth_ref": [ "r130" ] }, "us-gaap_CommonStockSharesAuthorized": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockSharesAuthorized", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock authorized (in shares)", "label": "Common Stock, Shares Authorized", "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws." } } }, "auth_ref": [ "r130", "r688" ] }, "us-gaap_CommonStockSharesIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockSharesIssued", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock issued (in shares)", "label": "Common Stock, Shares, Issued", "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury." } } }, "auth_ref": [ "r130" ] }, "us-gaap_CommonStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockSharesOutstanding", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common stock outstanding (in shares)", "periodStartLabel": "Beginning balance (in shares)", "periodEndLabel": "Ending balance (in shares)", "label": "Common Stock, Shares, Outstanding", "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation." } } }, "auth_ref": [ "r11", "r130", "r688", "r706", "r1020", "r1021" ] }, "us-gaap_CommonStockValueOutstanding": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CommonStockValueOutstanding", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Common Stock", "label": "Common Stock, Value, Outstanding", "documentation": "Value of all classes of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares exclude common shares repurchased by the entity and held as treasury shares." } } }, "auth_ref": [ "r130", "r688" ] }, "vnom_CommonUnitsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CommonUnitsMember", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common Units", "label": "Common Units [Member]", "documentation": "Common Units" } } }, "auth_ref": [] }, "ecd_CompActuallyPaidVsCoSelectedMeasureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsCoSelectedMeasureTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation Actually Paid vs. Company Selected Measure", "label": "Compensation Actually Paid vs. Company Selected Measure [Text Block]" } } }, "auth_ref": [ "r881" ] }, "ecd_CompActuallyPaidVsNetIncomeTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsNetIncomeTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation Actually Paid vs. Net Income", "label": "Compensation Actually Paid vs. Net Income [Text Block]" } } }, "auth_ref": [ "r880" ] }, "ecd_CompActuallyPaidVsOtherMeasureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsOtherMeasureTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation Actually Paid vs. Other Measure", "label": "Compensation Actually Paid vs. Other Measure [Text Block]" } } }, "auth_ref": [ "r882" ] }, "ecd_CompActuallyPaidVsTotalShareholderRtnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "CompActuallyPaidVsTotalShareholderRtnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation Actually Paid vs. Total Shareholder Return", "label": "Compensation Actually Paid vs. Total Shareholder Return [Text Block]" } } }, "auth_ref": [ "r879" ] }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskBenchmarkDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration Risk Benchmark [Domain]", "label": "Concentration Risk Benchmark [Domain]", "documentation": "The denominator in a calculation of a disclosed concentration risk percentage." } } }, "auth_ref": [ "r42", "r44", "r93", "r94", "r325", "r762" ] }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskByBenchmarkAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration Risk Benchmark [Axis]", "label": "Concentration Risk Benchmark [Axis]", "documentation": "Information by benchmark of concentration risk." } } }, "auth_ref": [ "r42", "r44", "r93", "r94", "r325", "r648", "r762" ] }, "us-gaap_ConcentrationRiskByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskByTypeAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration Risk Type [Axis]", "label": "Concentration Risk Type [Axis]", "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender." } } }, "auth_ref": [ "r42", "r44", "r93", "r94", "r325", "r762", "r914" ] }, "us-gaap_ConcentrationRiskCreditRisk": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskCreditRisk", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Concentrations", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for credit risk." } } }, "auth_ref": [ "r114", "r193" ] }, "us-gaap_ConcentrationRiskLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration Risk [Line Items]", "label": "Concentration Risk [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r762" ] }, "us-gaap_ConcentrationRiskPercentage1": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskPercentage1", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Percent of total royalty interest revenue", "label": "Concentration Risk, Percentage", "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division." } } }, "auth_ref": [ "r42", "r44", "r93", "r94", "r325" ] }, "us-gaap_ConcentrationRiskTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration Risk [Table]", "label": "Concentration Risk [Table]", "documentation": "Describes the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark." } } }, "auth_ref": [ "r41", "r42", "r44", "r45", "r93", "r173", "r762" ] }, "us-gaap_ConcentrationRiskTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConcentrationRiskTypeDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Concentration Risk Type [Domain]", "label": "Concentration Risk Type [Domain]", "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration." } } }, "auth_ref": [ "r42", "r44", "r93", "r94", "r325", "r762" ] }, "vnom_ConditionalDesignatedBoardMembers": { "xbrltype": "integerItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ConditionalDesignatedBoardMembers", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Designated board members (up to)", "label": "Conditional Designated Board Members", "documentation": "Conditional Designated Board Members" } } }, "auth_ref": [] }, "srt_ConsolidatedEntitiesAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ConsolidatedEntitiesAxis", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Consolidated Entities [Axis]", "label": "Consolidated Entities [Axis]", "documentation": "Information by consolidated entity or group of entities." } } }, "auth_ref": [ "r221", "r274", "r510", "r511", "r514", "r515", "r555", "r773", "r942", "r943", "r944", "r971", "r974", "r975" ] }, "srt_ConsolidatedEntitiesDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ConsolidatedEntitiesDomain", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Consolidated Entities [Domain]", "label": "Consolidated Entities [Domain]", "documentation": "Entity or group of entities consolidated into reporting entity." } } }, "auth_ref": [ "r221", "r274", "r510", "r511", "r514", "r515", "r555", "r773", "r942", "r943", "r944", "r971", "r974", "r975" ] }, "srt_ConsolidatedOilAndGasProductionAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ConsolidatedOilAndGasProductionAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items]", "label": "Oil and Gas, Average Sale Price and Production Cost Per Unit [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r932" ] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangeDueToNetIncomeAttributableToParentAndEffectsOfChangesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangeDueToNetIncomeAttributableToParentAndEffectsOfChangesNet", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Change from net income (loss) attributable to the Company's stockholders and transfers with non-controlling interest", "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net", "documentation": "This element represents the total net income attributable to the parent for the period and the effect of net changes during the period impacting the parent's ownership interest in a subsidiary as it relates to the total (consolidated) equity attributable to the parent. The changes to the parent's ownership interest in a subsidiary represented by this element did not result in a deconsolidation of the subsidiary from the consolidated financial statements." } } }, "auth_ref": [ "r10", "r58", "r72" ] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangesNet", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails": { "parentTag": "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangeDueToNetIncomeAttributableToParentAndEffectsOfChangesNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Change in ownership of consolidated subsidiaries, net", "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Net", "documentation": "The increase (decrease) during the period impacting the parent's ownership interest in a subsidiary as it relates to the total (consolidated) equity attributable to the parent. The changes to the parent's ownership interest in a subsidiary represented by this element did not arise in a deconsolidation of the subsidiary from the consolidated financial statements." } } }, "auth_ref": [ "r10", "r58", "r72" ] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]", "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTable", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table]", "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table]", "documentation": "Summarization of information required and determined to be disclosed concerning the effects of any changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent which may have occurred during the period. The changes represented by this element did not result in the deconsolidation of the subsidiary." } } }, "auth_ref": [ "r10", "r72" ] }, "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Change in Ownership Interest", "label": "Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block]", "documentation": "The tabular disclosure of the effects of any changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent if the ownership interests in a subsidiary changes during the period. The changes represented by this element did not result in the deconsolidation of the subsidiary." } } }, "auth_ref": [ "r10", "r72" ] }, "us-gaap_ConsolidationPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConsolidationPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Non-controlling Interest", "label": "Consolidation, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary." } } }, "auth_ref": [ "r69", "r785" ] }, "us-gaap_ConversionOfStockSharesConverted1": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConversionOfStockSharesConverted1", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Shares converted (in shares)", "label": "Conversion of Stock, Shares Converted", "documentation": "The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period." } } }, "auth_ref": [ "r38", "r39", "r40" ] }, "us-gaap_ConversionOfStockSharesIssued1": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ConversionOfStockSharesIssued1", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Shares issued (in shares)", "label": "Conversion of Stock, Shares Issued", "documentation": "The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period." } } }, "auth_ref": [ "r38", "r39", "r40" ] }, "us-gaap_CostIncurredInOilAndGasPropertyAcquisitionExplorationAndDevelopmentActivitiesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostIncurredInOilAndGasPropertyAcquisitionExplorationAndDevelopmentActivitiesDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Cost Incurred in Oil and Gas Property Acquisition Activities", "label": "Cost Incurred in Oil and Gas Property Acquisition, Exploration, and Development Activities Disclosure [Table Text Block]", "documentation": "Tabular disclosure of the aggregate of costs (whether the costs are capitalized or charged to expense at the time they are incurred ) incurred for the year in oil and gas property acquisition, exploration and development activities." } } }, "auth_ref": [ "r103", "r105", "r106", "r108" ] }, "vnom_CostlessCollarMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CostlessCollarMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Costless Collar", "label": "Costless Collar [Member]", "documentation": "Costless Collar" } } }, "auth_ref": [] }, "us-gaap_CostsIncurredAcquisitionOfOilAndGasProperties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostsIncurredAcquisitionOfOilAndGasProperties", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total", "label": "Costs Incurred, Acquisition of Oil and Gas Properties", "documentation": "Cost incurred, including capitalized costs and costs charged to expense, in acquisition of oil and gas properties." } } }, "auth_ref": [ "r104" ] }, "us-gaap_CostsIncurredAcquisitionOfOilAndGasPropertiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostsIncurredAcquisitionOfOilAndGasPropertiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Costs Incurred, Acquisition of Oil and Gas Properties [Abstract]", "label": "Costs Incurred, Acquisition of Oil and Gas Properties [Abstract]" } } }, "auth_ref": [] }, "us-gaap_CostsIncurredAcquisitionOfOilAndGasPropertiesWithProvedReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostsIncurredAcquisitionOfOilAndGasPropertiesWithProvedReserves", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails": { "parentTag": "us-gaap_CostsIncurredAcquisitionOfOilAndGasProperties", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved properties", "label": "Costs Incurred, Acquisition of Oil and Gas Properties with Proved Reserves", "documentation": "Costs incurred, including capitalized costs and costs charged to expense, associated with the acquisition of oil and gas properties that have proved reserves." } } }, "auth_ref": [ "r104", "r105" ] }, "us-gaap_CostsIncurredAcquisitionOfUnprovedOilAndGasProperties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CostsIncurredAcquisitionOfUnprovedOilAndGasProperties", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails": { "parentTag": "us-gaap_CostsIncurredAcquisitionOfOilAndGasProperties", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedCostsIncurredinCrudeOilandNaturalGasActivitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Unproved properties", "label": "Costs Incurred, Acquisition of Unproved Oil and Gas Properties", "documentation": "Costs incurred, including capitalized costs and costs charged to expense, associated with the acquisition of oil and gas properties that have unproved reserves." } } }, "auth_ref": [ "r104", "r105" ] }, "srt_CounterpartyNameAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "CounterpartyNameAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Counterparty Name [Axis]", "label": "Counterparty Name [Axis]", "documentation": "Information by name of counterparty. A counterparty is the other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution." } } }, "auth_ref": [ "r231", "r271", "r272", "r390", "r409", "r554", "r781", "r784" ] }, "dei_CoverAbstract": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CoverAbstract", "lang": { "en-us": { "role": { "terseLabel": "Cover [Abstract]", "label": "Cover [Abstract]", "documentation": "Cover page." } } }, "auth_ref": [] }, "us-gaap_CreditFacilityAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CreditFacilityAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Credit Facility [Axis]", "label": "Credit Facility [Axis]", "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing." } } }, "auth_ref": [] }, "us-gaap_CreditFacilityDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CreditFacilityDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Credit Facility [Domain]", "label": "Credit Facility [Domain]", "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing." } } }, "auth_ref": [] }, "srt_CrudeOilMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "CrudeOilMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "OIL", "label": "Crude Oil [Member]", "documentation": "Unrefined, unprocessed oil, which may be used in a variety of applications, and from which, petroleum-based products are produced." } } }, "auth_ref": [ "r930", "r931" ] }, "vnom_CurrentAssetsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CurrentAssetsMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Current Assets", "label": "Current Assets [Member]", "documentation": "Current Assets" } } }, "auth_ref": [] }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentFederalTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Federal", "label": "Current Federal Tax Expense (Benefit)", "documentation": "Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r927", "r954", "r987" ] }, "dei_CurrentFiscalYearEndDate": { "xbrltype": "gMonthDayItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "CurrentFiscalYearEndDate", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Current Fiscal Year End Date", "label": "Current Fiscal Year End Date", "documentation": "End date of current fiscal year in the format --MM-DD." } } }, "auth_ref": [] }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total current income tax provision (benefit)", "label": "Current Income Tax Expense (Benefit)", "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations." } } }, "auth_ref": [ "r166", "r498", "r504", "r954" ] }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Current income tax provision (benefit):", "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]" } } }, "auth_ref": [] }, "vnom_CurrentLiabilitiesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "CurrentLiabilitiesMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Current Liabilities", "label": "Current Liabilities [Member]", "documentation": "Current Liabilities" } } }, "auth_ref": [] }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CurrentStateAndLocalTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "State", "terseLabel": "State income tax expense", "label": "Current State and Local Tax Expense (Benefit)", "documentation": "Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r927", "r954", "r987" ] }, "us-gaap_CustomerConcentrationRiskMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "CustomerConcentrationRiskMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer Concentration Risk", "label": "Customer Concentration Risk [Member]", "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer." } } }, "auth_ref": [ "r43", "r325" ] }, "vnom_DKTradingAndSupplyLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DKTradingAndSupplyLLCMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "DK Trading and Supply LLC", "label": "DK Trading and Supply LLC [Member]", "documentation": "DK Trading and Supply LLC" } } }, "auth_ref": [] }, "vnom_DeanMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DeanMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Dean", "label": "Dean [Member]", "documentation": "Dean" } } }, "auth_ref": [] }, "us-gaap_DebtConversionConvertedInstrumentAmount1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtConversionConvertedInstrumentAmount1", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Common shares/units issued for acquisition", "label": "Debt Conversion, Converted Instrument, Amount", "documentation": "The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period." } } }, "auth_ref": [ "r38", "r40" ] }, "us-gaap_DebtDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtDisclosureAbstract", "lang": { "en-us": { "role": { "terseLabel": "Debt Disclosure [Abstract]", "label": "Debt Disclosure [Abstract]" } } }, "auth_ref": [] }, "vnom_DebtInstrumentApplicableMargin": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DebtInstrumentApplicableMargin", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt instrument applicable margin", "label": "Debt Instrument, Applicable Margin", "documentation": "Debt Instrument, Applicable Margin" } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt Instrument [Axis]", "label": "Debt Instrument [Axis]", "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities." } } }, "auth_ref": [ "r19", "r126", "r127", "r179", "r181", "r274", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r549", "r792", "r793", "r794", "r795", "r796", "r952" ] }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Basis spread on variable rate", "label": "Debt Instrument, Basis Spread on Variable Rate", "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument." } } }, "auth_ref": [] }, "us-gaap_DebtInstrumentCarryingAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentCarryingAmount", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long term debt gross", "label": "Long-Term Debt, Gross", "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt." } } }, "auth_ref": [ "r19", "r181", "r404" ] }, "us-gaap_DebtInstrumentFaceAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentFaceAmount", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt instrument, face amount", "label": "Debt Instrument, Face Amount", "documentation": "Face (par) amount of debt instrument at time of issuance." } } }, "auth_ref": [ "r96", "r98", "r387", "r549", "r793", "r794" ] }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentInterestRateStatedPercentage", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt instrument, interest rate, stated percentage", "label": "Debt Instrument, Interest Rate, Stated Percentage", "documentation": "Contractual interest rate for funds borrowed, under the debt agreement." } } }, "auth_ref": [ "r27", "r388" ] }, "us-gaap_DebtInstrumentLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt Instrument [Line Items]", "label": "Debt Instrument [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r274", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r549", "r792", "r793", "r794", "r795", "r796", "r952" ] }, "us-gaap_DebtInstrumentNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentNameDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt Instrument, Name [Domain]", "label": "Debt Instrument, Name [Domain]", "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities." } } }, "auth_ref": [ "r28", "r274", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r549", "r792", "r793", "r794", "r795", "r796", "r952" ] }, "us-gaap_DebtInstrumentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Long-term Debt Instruments [Table]", "label": "Schedule of Long-Term Debt Instruments [Table]", "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer." } } }, "auth_ref": [ "r28", "r54", "r57", "r95", "r96", "r98", "r113", "r159", "r160", "r274", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r549", "r792", "r793", "r794", "r795", "r796", "r952" ] }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtInstrumentUnamortizedDiscount", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Unamortized discount", "label": "Debt Instrument, Unamortized Discount", "documentation": "Amount, after accumulated amortization, of debt discount." } } }, "auth_ref": [ "r95", "r98", "r977" ] }, "us-gaap_DebtPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DebtPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Debt Issuance Costs", "label": "Debt, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt." } } }, "auth_ref": [ "r7" ] }, "vnom_DecreaseDueToDivestituresOfReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DecreaseDueToDivestituresOfReserves", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Divestiture of reserves", "label": "Decrease Due To Divestitures Of Reserves", "documentation": "Decrease Due To Divestitures Of Reserves" } } }, "auth_ref": [] }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredFederalIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Federal", "label": "Deferred Federal Income Tax Expense (Benefit)", "documentation": "Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r954", "r986", "r987" ] }, "us-gaap_DeferredFinanceCostsNoncurrentNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredFinanceCostsNoncurrentNet", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt issuance costs, net of accumulated amortizations", "label": "Debt Issuance Costs, Noncurrent, Net", "documentation": "Amount, after accumulated amortization, of debt issuance costs classified as noncurrent. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs." } } }, "auth_ref": [ "r97" ] }, "us-gaap_DeferredIncomeTaxAssetsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredIncomeTaxAssetsNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred income taxes (net of allowances)", "label": "Deferred Income Tax Assets, Net", "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting." } } }, "auth_ref": [ "r484", "r485" ] }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Provision for (benefit from) deferred income taxes", "totalLabel": "Total deferred income tax provision (benefit)", "label": "Deferred Income Tax Expense (Benefit)", "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations." } } }, "auth_ref": [ "r5", "r166", "r215", "r503", "r504", "r954" ] }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred income tax provision (benefit):", "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]" } } }, "auth_ref": [] }, "vnom_DeferredPremiumWeightedAveragePrice": { "xbrltype": "perUnitItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DeferredPremiumWeightedAveragePrice", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred premium at a weighted average price (USD per Bbl/MMBtu)", "label": "Deferred Premium Weighted Average Price", "documentation": "Deferred Premium Weighted Average Price" } } }, "auth_ref": [] }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "State", "label": "Deferred State and Local Income Tax Expense (Benefit)", "documentation": "Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction." } } }, "auth_ref": [ "r954", "r986", "r987" ] }, "us-gaap_DeferredTaxAssetsGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsGross", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total deferred tax assets", "label": "Deferred Tax Assets, Gross", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards." } } }, "auth_ref": [ "r493" ] }, "us-gaap_DeferredTaxAssetsGrossAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsGrossAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Deferred tax assets:", "label": "Deferred Tax Assets, Gross [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DeferredTaxAssetsInvestments": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsInvestments", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Investment in the Operating Company", "label": "Deferred Tax Assets, Investments", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from investments (excludes investments in subsidiaries and equity method investments)." } } }, "auth_ref": [] }, "us-gaap_DeferredTaxAssetsLiabilitiesNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsLiabilitiesNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net deferred tax assets (liabilities)", "terseLabel": "Deferred tax assets, net", "label": "Deferred Tax Assets, Net", "documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting." } } }, "auth_ref": [ "r983" ] }, "us-gaap_DeferredTaxAssetsNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsLiabilitiesNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net deferred tax assets", "label": "Deferred Tax Assets, Net of Valuation Allowance", "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards." } } }, "auth_ref": [ "r983" ] }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Net operating loss and capital loss carryforwards", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards." } } }, "auth_ref": [ "r64", "r984" ] }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DeferredTaxAssetsValuationAllowance", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails": { "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESDeferredTaxAssetsandLiabilitiesDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Valuation allowance", "label": "Deferred Tax Assets, Valuation Allowance", "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized." } } }, "auth_ref": [ "r494" ] }, "vnom_DelawareBasinMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DelawareBasinMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Delaware Basin", "label": "Delaware Basin [Member]", "documentation": "Delaware Basin" } } }, "auth_ref": [] }, "us-gaap_DepletionOfOilAndGasProperties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DepletionOfOilAndGasProperties", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 10.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Depletion", "verboseLabel": "Depletion for oil and natural gas properties", "label": "Depletion of Oil and Gas Properties", "documentation": "The noncash expense charged against earnings to recognize the consumption of oil and gas reserves that are part of an entities' assets." } } }, "auth_ref": [ "r5" ] }, "us-gaap_DerivativeAssetAfterOffsetSubjectToMasterNettingArrangement": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeAssetAfterOffsetSubjectToMasterNettingArrangement", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net Fair Value Presented in Balance Sheet", "label": "Derivative Asset, Subject to Master Netting Arrangement, after Offset", "documentation": "Fair value, after effect of master netting arrangement, of financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and contract can be net settled by means outside contract or delivery of asset. Includes derivative subject to master netting arrangement not elected or qualified to offset. Excludes derivative not subject to master netting arrangement or similar agreement." } } }, "auth_ref": [ "r246", "r784" ] }, "us-gaap_DerivativeAssetFairValueGrossLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeAssetFairValueGrossLiability", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails": { "parentTag": "us-gaap_DerivativeAssetAfterOffsetSubjectToMasterNettingArrangement", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Gross Amounts Offset in Balance Sheet", "label": "Derivative Asset, Subject to Master Netting Arrangement, Liability Offset", "documentation": "Fair value of liability associated with financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset." } } }, "auth_ref": [ "r14", "r17", "r80", "r749", "r750" ] }, "us-gaap_DerivativeAssetsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeAssetsAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Assets:", "label": "Derivative Asset [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DerivativeAssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeAssetsCurrent", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative instruments", "label": "Derivative Asset, Current", "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset." } } }, "auth_ref": [ "r246" ] }, "us-gaap_DerivativeAssetsNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeAssetsNoncurrent", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative instruments", "label": "Derivative Asset, Noncurrent", "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset." } } }, "auth_ref": [ "r246" ] }, "us-gaap_DerivativeCapPrice": { "xbrltype": "perUnitItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeCapPrice", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Ceiling Price (USD per Bbl/MMBtu)", "label": "Derivative, Cap Price", "documentation": "The cap rate on a price risk derivative such as a cap or collar. A payment or receipt is triggered if the market rate exceeds the cap rate on the contract." } } }, "auth_ref": [] }, "us-gaap_DerivativeContractTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeContractTypeDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative Contract [Domain]", "label": "Derivative Contract [Domain]", "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset." } } }, "auth_ref": [ "r677", "r679", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r701", "r702", "r703", "r704", "r718", "r719", "r720", "r721", "r724", "r725", "r726", "r727", "r744", "r747", "r748", "r751", "r819", "r821" ] }, "us-gaap_DerivativeFairValueOfDerivativeAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeFairValueOfDerivativeAsset", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails": { "parentTag": "us-gaap_DerivativeAssetAfterOffsetSubjectToMasterNettingArrangement", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative Asset, Fair Value, Gross Asset", "label": "Derivative Asset, Subject to Master Netting Arrangement, before Offset", "documentation": "Fair value, before effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets elected not to be offset. Excludes assets not subject to a master netting arrangement." } } }, "auth_ref": [ "r15", "r80", "r137", "r245", "r784" ] }, "us-gaap_DerivativeFairValueOfDerivativeLiability": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeFairValueOfDerivativeLiability", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails": { "parentTag": "us-gaap_DerivativeLiabilityAfterOffsetSubjectToMasterNettingArrangement", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Total Gross Fair Value", "label": "Derivative Liability, Subject to Master Netting Arrangement, before Offset", "documentation": "Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement." } } }, "auth_ref": [ "r15", "r80", "r137", "r245", "r784" ] }, "us-gaap_DerivativeFloorPrice": { "xbrltype": "perUnitItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeFloorPrice", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted Average Floor Price (USD per Bbl/MMBtu)", "label": "Derivative, Floor Price", "documentation": "Floor rate on a price risk derivative such as a floor or a collar. A payment or receipt is triggered if the market rate falls below the floor rate on the contract." } } }, "auth_ref": [] }, "us-gaap_DerivativeGainLossOnDerivativeNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeGainLossOnDerivativeNet", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 5.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/DERIVATIVESGainsandLossesonDerivativeInstrumentsIncludedinStatementofOperationsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "(Gain) loss on derivative instruments, net", "terseLabel": "Gain (loss) on derivative instruments", "label": "Derivative, Gain (Loss) on Derivative, Net", "documentation": "Amount of increase (decrease) in the fair value of derivatives recognized in the income statement." } } }, "auth_ref": [ "r992" ] }, "us-gaap_DerivativeInstrumentRiskAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeInstrumentRiskAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative Instrument [Axis]", "label": "Derivative Instrument [Axis]", "documentation": "Information by type of derivative contract." } } }, "auth_ref": [ "r78", "r81", "r83", "r85", "r677", "r679", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r701", "r702", "r703", "r704", "r718", "r719", "r720", "r721", "r724", "r725", "r726", "r727", "r744", "r747", "r748", "r751", "r784", "r819", "r821" ] }, "us-gaap_DerivativeInstrumentsAndHedgesLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeInstrumentsAndHedgesLiabilities", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails": { "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivatives instruments payable", "label": "Derivative Instruments and Hedges, Liabilities", "documentation": "Sum as of the balance sheet date of the (a) fair values of all liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments, and (b) the carrying amounts of the liabilities arising from financial instruments or contracts used to mitigate a specified risk (hedge), and which are expected to be extinguished or otherwise disposed of within a year or the normal operating cycle, if longer, net of the effects of master netting arrangements." } } }, "auth_ref": [ "r25" ] }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "lang": { "en-us": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVES" ], "lang": { "en-us": { "role": { "terseLabel": "DERIVATIVES", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts." } } }, "auth_ref": [ "r170", "r517", "r524" ] }, "us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Gain (loss) on derivative instruments, net", "label": "Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net", "documentation": "Amount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments." } } }, "auth_ref": [ "r84", "r921" ] }, "us-gaap_DerivativeLiabilitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeLiabilitiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Liabilities:", "label": "Derivative Liability [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DerivativeLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative instruments", "label": "Derivative Liability, Current", "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset." } } }, "auth_ref": [ "r246" ] }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeLiabilitiesNoncurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative instruments", "label": "Derivative Liability, Noncurrent", "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset." } } }, "auth_ref": [ "r246" ] }, "us-gaap_DerivativeLiabilityAfterOffsetSubjectToMasterNettingArrangement": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeLiabilityAfterOffsetSubjectToMasterNettingArrangement", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net Fair Value Presented in Balance Sheet", "label": "Derivative Liability, Subject to Master Netting Arrangement, after Offset", "documentation": "Fair value, after effect of master netting arrangement, of financial liability or contract with one or more underlyings, notional amount or payment provision or both, and contract can be net settled by means outside contract or delivery of asset. Includes derivative subject to master netting arrangement not elected or qualified to offset. Excludes derivative not subject to master netting arrangement or similar agreement." } } }, "auth_ref": [ "r246", "r784" ] }, "us-gaap_DerivativeLiabilityFairValueGrossAsset": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeLiabilityFairValueGrossAsset", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails": { "parentTag": "us-gaap_DerivativeLiabilityAfterOffsetSubjectToMasterNettingArrangement", "weight": -1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Gross Amounts Offset in Balance Sheet", "label": "Derivative Liability, Subject to Master Netting Arrangement, Asset Offset", "documentation": "Fair value of asset associated with financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset." } } }, "auth_ref": [ "r14", "r17", "r80", "r749", "r750", "r782" ] }, "us-gaap_DerivativeLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative [Line Items]", "label": "Derivative [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r524" ] }, "us-gaap_DerivativeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative instruments", "label": "Derivative [Member]", "documentation": "This element represents types of derivative financial instruments which are financial instruments or other contractual arrangements with all three of the following characteristics: (a) it has (1) one or more underlyings and (2) one or more notional amounts or payment provisions or both. Those terms determine the amount of the settlement or settlements, and, in some cases, whether or not a settlement is required; (b) it requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would be expected to have a similar response to changes in market factors; and (c) its terms require or permit net settlement, it can readily be settled net by a means outside the contract, or it provides for delivery of an asset that puts the recipient in a position not substantially different from net settlement. Notwithstanding the above characteristics, loan commitments that relate to the origination of mortgage loans that will be held for sale are accounted for as derivative instruments by the issuer of the loan commitment (that is, the potential lender)." } } }, "auth_ref": [ "r171" ] }, "us-gaap_DerivativeNonmonetaryNotionalAmountEnergyMeasure": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeNonmonetaryNotionalAmountEnergyMeasure", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Volume, energy measure (MMBtu)", "label": "Derivative, Nonmonetary Notional Amount, Energy Measure", "documentation": "Nominal energy measure used to calculate payments on a derivative instrument." } } }, "auth_ref": [] }, "us-gaap_DerivativeNonmonetaryNotionalAmountVolume": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeNonmonetaryNotionalAmountVolume", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Volume (BBls)", "label": "Derivative, Nonmonetary Notional Amount, Volume", "documentation": "Nominal volume used to calculate payments on a derivative instrument." } } }, "auth_ref": [] }, "us-gaap_DerivativePriceRiskOptionStrikePrice": { "xbrltype": "perUnitItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativePriceRiskOptionStrikePrice", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Strike Price (USD per Bbl/MMBtu)", "label": "Derivative, Price Risk Option Strike Price", "documentation": "The strike price on the price risk option contract such as a put option or a call option." } } }, "auth_ref": [ "r744", "r746" ] }, "vnom_DerivativeSettlementMonthAxis": { "xbrltype": "stringItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative, Settlement Month [Axis]", "label": "Derivative, Settlement Month [Axis]", "documentation": "Derivative, Settlement Month" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementMonthDomain": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative, Settlement Month [Domain]", "label": "Derivative, Settlement Month [Domain]", "documentation": "Derivative, Settlement Month [Domain]" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementMonthFiveMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthFiveMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Jan. - Dec.", "label": "Derivative, Settlement Month Five [Member]", "documentation": "Derivative, Settlement Month Five" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementMonthOneMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthOneMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Jan. - Mar.", "label": "Derivative, Settlement Month One [Member]", "documentation": "Derivative, Settlement Month One [Member]" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementMonthSixMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthSixMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Jan. - Jun.", "label": "Derivative, Settlement Month Six [Member]", "documentation": "Derivative, Settlement Month Six" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementMonthThreeMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthThreeMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Jul. - Dec.", "label": "Derivative, Settlement Month Three [Member]", "documentation": "Derivative, Settlement Month Three" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementMonthTwoMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementMonthTwoMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Apr. - Jun.", "label": "Derivative, Settlement Month Two [Member]", "documentation": "Derivative, Settlement Month Two" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementYearAxis": { "xbrltype": "stringItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementYearAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative, Settlement Year [Axis]", "label": "Derivative, Settlement Year [Axis]", "documentation": "Derivative, Settlement Year" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementYearDomain": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementYearDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative, Settlement Year [Domain]", "label": "Derivative, Settlement Year [Domain]", "documentation": "Derivative, Settlement Year" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementYearOneMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementYearOneMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2024", "label": "Derivative Settlement, Year One [Member]", "documentation": "Derivative Settlement, Year One" } } }, "auth_ref": [] }, "vnom_DerivativeSettlementYearTwoMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeSettlementYearTwoMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "2025", "label": "Derivative Settlement, Year Two [Member]", "documentation": "Derivative Settlement, Year Two" } } }, "auth_ref": [] }, "us-gaap_DerivativeTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativeTable", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative [Table]", "label": "Derivative [Table]", "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item." } } }, "auth_ref": [ "r12", "r73", "r74", "r75", "r76", "r79", "r83", "r86", "r88", "r89", "r524" ] }, "vnom_DerivativeWeightedAverageDifferential": { "xbrltype": "perUnitItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DerivativeWeightedAverageDifferential", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average differential (per Bbl)", "label": "Derivative, Weighted Average Differential", "documentation": "Derivative, Weighted Average Differential" } } }, "auth_ref": [] }, "us-gaap_DerivativesPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DerivativesPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Derivative Instruments", "label": "Derivatives, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities." } } }, "auth_ref": [ "r12", "r73", "r74", "r76", "r87", "r273" ] }, "srt_DevelopmentWellsDrilledNetProductive": { "xbrltype": "integerItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "DevelopmentWellsDrilledNetProductive", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil and gas, development well drilled, net productive, number", "label": "Oil and Gas, Development Well Drilled, Net Productive, Number", "documentation": "Number of development oil and gas wells capable of producing either oil or gas in sufficient quantity to justify completion as oil or gas well." } } }, "auth_ref": [ "r934" ] }, "vnom_DiamondbackEnergyInc.Member": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DiamondbackEnergyInc.Member", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Diamondback Energy, Inc.", "label": "Diamondback Energy, Inc. [Member]", "documentation": "Diamondback Energy, Inc. [Member]" } } }, "auth_ref": [] }, "us-gaap_DilutiveSecuritiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DilutiveSecuritiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Effect of dilutive securities:", "label": "Dilutive Securities, Effect on Basic Earnings Per Share [Abstract]" } } }, "auth_ref": [] }, "us-gaap_DisaggregationOfRevenueLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisaggregationOfRevenueLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disaggregation of Revenue [Line Items]", "label": "Disaggregation of Revenue [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r440", "r798", "r799", "r800", "r801", "r802", "r803", "r804" ] }, "us-gaap_DisaggregationOfRevenueTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisaggregationOfRevenueTable", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disaggregation of Revenue [Table]", "label": "Disaggregation of Revenue [Table]", "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor." } } }, "auth_ref": [ "r440", "r798", "r799", "r800", "r801", "r802", "r803", "r804" ] }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisaggregationOfRevenueTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSTables" ], "lang": { "en-us": { "role": { "terseLabel": "Disaggregation of Revenue", "label": "Disaggregation of Revenue [Table Text Block]", "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor." } } }, "auth_ref": [ "r978" ] }, "us-gaap_DiscontinuedOperationsDisposedOfBySaleMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DiscontinuedOperationsDisposedOfBySaleMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Discontinued Operations, Disposed of by Sale", "label": "Discontinued Operations, Disposed of by Sale [Member]", "documentation": "Component or group of components disposed of by sale and representing a strategic shift that has or will have a major effect on operations and financial results." } } }, "auth_ref": [ "r3" ] }, "srt_DiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReservesLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "DiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReservesLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]", "label": "Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r218", "r597", "r598", "r816" ] }, "srt_DiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReservesTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "DiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReservesTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Table]", "label": "Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Table]", "documentation": "These elements contained detailed information about the future cash inflows and future development costs related to proved oil and gas reserves. This information is presented in aggregate and for each geographic area for which reserve quantities are disclosed. The estimated future net cash flows are discounted using a rate of 10 percent per year to reflect the estimated timing of the future cash flows. Note that future cash flows related to the settlement of an asset retirement obligation are included in the disclosure." } } }, "auth_ref": [ "r218", "r597", "r598", "r816" ] }, "us-gaap_DisposalGroupClassificationAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisposalGroupClassificationAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disposal Group Classification [Axis]", "label": "Disposal Group Classification [Axis]", "documentation": "Information by disposal group classification." } } }, "auth_ref": [ "r234" ] }, "us-gaap_DisposalGroupClassificationDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisposalGroupClassificationDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disposal Group Classification [Domain]", "label": "Disposal Group Classification [Domain]", "documentation": "Component or group of components disposed of, including but not limited to, disposal group held-for-sale or disposed of by sale, disposed of by means other than sale, and discontinued operations." } } }, "auth_ref": [] }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DisposalGroupsIncludingDiscontinuedOperationsNameDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disposal Group Name [Domain]", "label": "Disposal Group Name [Domain]", "documentation": "Name of disposal group." } } }, "auth_ref": [ "r808", "r809" ] }, "vnom_DistributionMadeToLimitedPartnerDistributionDatePeriodAfterQuarterEnd": { "xbrltype": "durationItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DistributionMadeToLimitedPartnerDistributionDatePeriodAfterQuarterEnd", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Cash distributions, distribution period after quarter end", "label": "Distribution Made To Limited Partner, Distribution Date, Period after Quarter End", "documentation": "Distribution Made To Limited Partner, Distribution Date, Period after Quarter End" } } }, "auth_ref": [] }, "us-gaap_DistributionTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DistributionTypeDomain", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Distribution Type [Domain]", "label": "Distribution Type [Domain]", "documentation": "Types of distribution made by the entity." } } }, "auth_ref": [ "r59" ] }, "us-gaap_DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DistributionsMadeToMemberOrLimitedPartnerByDistributionTypeAxis", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Distribution Type [Axis]", "label": "Distribution Type [Axis]", "documentation": "Information by type of distribution." } } }, "auth_ref": [ "r59" ] }, "us-gaap_DividendsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Dividends [Axis]", "label": "Dividends [Axis]", "documentation": "Information about distribution of earnings to shareholders including, but not limited to, cash, property or capital stock." } } }, "auth_ref": [] }, "us-gaap_DividendsDeclaredTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsDeclaredTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYTables" ], "lang": { "en-us": { "role": { "terseLabel": "Dividends Declared", "label": "Dividends Declared [Table Text Block]", "documentation": "Tabular disclosure of information related to dividends declared, including paid and unpaid dividends." } } }, "auth_ref": [] }, "us-gaap_DividendsDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Dividends [Domain]", "label": "Dividends [Domain]", "documentation": "Distributions of earnings to shareholders including but not limited to cash, property or capital stock." } } }, "auth_ref": [] }, "us-gaap_DividendsPayableAmountPerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsPayableAmountPerShare", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Dividends payable (usd per share)", "label": "Dividends Payable, Amount Per Share", "documentation": "The per share amount of a dividend declared, but not paid, as of the financial reporting date." } } }, "auth_ref": [ "r38" ] }, "us-gaap_DividendsPayableCurrentAndNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "DividendsPayableCurrentAndNoncurrent", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Distribution Amount", "label": "Dividends Payable", "documentation": "Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding." } } }, "auth_ref": [ "r127", "r128", "r180", "r827", "r1014" ] }, "dei_DocumentAnnualReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentAnnualReport", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Annual Report", "label": "Document Annual Report", "documentation": "Boolean flag that is true only for a form used as an annual report." } } }, "auth_ref": [ "r835", "r836", "r849" ] }, "dei_DocumentFinStmtErrorCorrectionFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFinStmtErrorCorrectionFlag", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Financial Statement Error Correction [Flag]", "label": "Document Financial Statement Error Correction [Flag]", "documentation": "Indicates whether any of the financial statement period in the filing include a restatement due to error correction." } } }, "auth_ref": [ "r835", "r836", "r849", "r885" ] }, "dei_DocumentFiscalPeriodFocus": { "xbrltype": "fiscalPeriodItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFiscalPeriodFocus", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Fiscal Period Focus", "label": "Document Fiscal Period Focus", "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY." } } }, "auth_ref": [] }, "dei_DocumentFiscalYearFocus": { "xbrltype": "gYearItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentFiscalYearFocus", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Fiscal Year Focus", "label": "Document Fiscal Year Focus", "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006." } } }, "auth_ref": [] }, "dei_DocumentPeriodEndDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentPeriodEndDate", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Period End Date", "label": "Document Period End Date", "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD." } } }, "auth_ref": [] }, "dei_DocumentTransitionReport": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentTransitionReport", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Transition Report", "label": "Document Transition Report", "documentation": "Boolean flag that is true only for a form used as a transition report." } } }, "auth_ref": [ "r870" ] }, "dei_DocumentType": { "xbrltype": "submissionTypeItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentType", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Document Type", "label": "Document Type", "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'." } } }, "auth_ref": [] }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "DocumentsIncorporatedByReferenceTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Documents Incorporated by Reference", "label": "Documents Incorporated by Reference [Text Block]", "documentation": "Documents incorporated by reference." } } }, "auth_ref": [ "r833" ] }, "vnom_DropDownAcquisitionMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "DropDownAcquisitionMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Drop-Down Acquisition", "label": "Drop-Down Acquisition [Member]", "documentation": "Drop-Down Acquisition [Member]" } } }, "auth_ref": [] }, "vnom_EagleFordShaleMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "EagleFordShaleMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Eagle Ford Shale", "label": "Eagle Ford Shale [Member]", "documentation": "Eagle Ford Shale" } } }, "auth_ref": [] }, "us-gaap_EarningsPerShareAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerShareAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Earnings Per Share [Abstract]", "label": "Earnings Per Share [Abstract]" } } }, "auth_ref": [] }, "us-gaap_EarningsPerShareBasic": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerShareBasic", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Basic (dollars per shares)", "terseLabel": "Net income (loss) per common stock, basic (usd per share)", "label": "Earnings Per Share, Basic", "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period." } } }, "auth_ref": [ "r256", "r280", "r281", "r282", "r283", "r284", "r289", "r292", "r297", "r300", "r301", "r305", "r527", "r528", "r619", "r633", "r787" ] }, "us-gaap_EarningsPerShareDiluted": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerShareDiluted", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Diluted (dollars per shares)", "terseLabel": "Net income (loss) per common stock, diluted (usd per share)", "label": "Earnings Per Share, Diluted", "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period." } } }, "auth_ref": [ "r256", "r280", "r281", "r282", "r283", "r284", "r292", "r297", "r300", "r301", "r305", "r527", "r528", "r619", "r633", "r787" ] }, "us-gaap_EarningsPerShareTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EarningsPerShareTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARE" ], "lang": { "en-us": { "role": { "terseLabel": "EARNINGS PER COMMON SHARE", "label": "Earnings Per Share [Text Block]", "documentation": "The entire disclosure for earnings per share." } } }, "auth_ref": [ "r288", "r302", "r303", "r304" ] }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EffectiveIncomeTaxRateContinuingOperations", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Effective tax rates", "label": "Effective Income Tax Rate Reconciliation, Percent", "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations." } } }, "auth_ref": [ "r487" ] }, "us-gaap_EmployeeStockOptionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EmployeeStockOptionMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Employee Stock Option", "label": "Employee Stock Option [Member]", "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time." } } }, "auth_ref": [] }, "srt_EnergyAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "EnergyAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Energy [Axis]", "label": "Energy [Axis]", "documentation": "Information by type of energy source." } } }, "auth_ref": [ "r930", "r931" ] }, "srt_EnergyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "EnergyDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Energy [Domain]", "label": "Energy [Domain]", "documentation": "Combustible material used to power engines, power plants or reactors. Examples include, but are not limited to, fuel and oil." } } }, "auth_ref": [] }, "dei_EntitiesTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntitiesTable", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entities [Table]", "label": "Entities [Table]", "documentation": "Container to assemble all relevant information about each entity associated with the document instance" } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine1": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressAddressLine1", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Address, Address Line One", "label": "Entity Address, Address Line One", "documentation": "Address Line 1 such as Attn, Building Name, Street Name" } } }, "auth_ref": [] }, "dei_EntityAddressAddressLine2": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressAddressLine2", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Address, Address Line Two", "label": "Entity Address, Address Line Two", "documentation": "Address Line 2 such as Street or Suite number" } } }, "auth_ref": [] }, "dei_EntityAddressCityOrTown": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressCityOrTown", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Address, City or Town", "label": "Entity Address, City or Town", "documentation": "Name of the City or Town" } } }, "auth_ref": [] }, "dei_EntityAddressPostalZipCode": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressPostalZipCode", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Address, Postal Zip Code", "label": "Entity Address, Postal Zip Code", "documentation": "Code for the postal or zip code" } } }, "auth_ref": [] }, "dei_EntityAddressStateOrProvince": { "xbrltype": "stateOrProvinceItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityAddressStateOrProvince", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Address, State or Province", "label": "Entity Address, State or Province", "documentation": "Name of the state or province." } } }, "auth_ref": [] }, "dei_EntityCentralIndexKey": { "xbrltype": "centralIndexKeyItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityCentralIndexKey", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Central Index Key", "label": "Entity Central Index Key", "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK." } } }, "auth_ref": [ "r832" ] }, "dei_EntityCommonStockSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityCommonStockSharesOutstanding", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Common Shares Outstanding", "label": "Entity Common Stock, Shares Outstanding", "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument." } } }, "auth_ref": [] }, "dei_EntityCurrentReportingStatus": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityCurrentReportingStatus", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Current Reporting Status", "label": "Entity Current Reporting Status", "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure." } } }, "auth_ref": [] }, "dei_EntityDomain": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Entity [Domain]", "label": "Entity [Domain]", "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "auth_ref": [] }, "dei_EntityEmergingGrowthCompany": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityEmergingGrowthCompany", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Emerging Growth Company", "label": "Entity Emerging Growth Company", "documentation": "Indicate if registrant meets the emerging growth company criteria." } } }, "auth_ref": [ "r832" ] }, "dei_EntityFileNumber": { "xbrltype": "fileNumberItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityFileNumber", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity File Number", "label": "Entity File Number", "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen." } } }, "auth_ref": [] }, "dei_EntityFilerCategory": { "xbrltype": "filerCategoryItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityFilerCategory", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Filer Category", "label": "Entity Filer Category", "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure." } } }, "auth_ref": [ "r832" ] }, "dei_EntityIncorporationStateCountryCode": { "xbrltype": "edgarStateCountryItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityIncorporationStateCountryCode", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Incorporation, State or Country Code", "label": "Entity Incorporation, State or Country Code", "documentation": "Two-character EDGAR code representing the state or country of incorporation." } } }, "auth_ref": [] }, "dei_EntityInformationLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityInformationLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Information [Line Items]", "label": "Entity Information [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "dei_EntityInteractiveDataCurrent": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityInteractiveDataCurrent", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Interactive Data Current", "label": "Entity Interactive Data Current", "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)." } } }, "auth_ref": [ "r910" ] }, "dei_EntityPublicFloat": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityPublicFloat", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Public Float", "label": "Entity Public Float", "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter." } } }, "auth_ref": [] }, "dei_EntityRegistrantName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityRegistrantName", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Registrant Name", "label": "Entity Registrant Name", "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC." } } }, "auth_ref": [ "r832" ] }, "dei_EntityShellCompany": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityShellCompany", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Shell Company", "label": "Entity Shell Company", "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act." } } }, "auth_ref": [ "r832" ] }, "dei_EntitySmallBusiness": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntitySmallBusiness", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Small Business", "label": "Entity Small Business", "documentation": "Indicates that the company is a Smaller Reporting Company (SRC)." } } }, "auth_ref": [ "r832" ] }, "dei_EntityTaxIdentificationNumber": { "xbrltype": "employerIdItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityTaxIdentificationNumber", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Tax Identification Number", "label": "Entity Tax Identification Number", "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS." } } }, "auth_ref": [ "r832" ] }, "dei_EntityVoluntaryFilers": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityVoluntaryFilers", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Voluntary Filers", "label": "Entity Voluntary Filers", "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act." } } }, "auth_ref": [] }, "dei_EntityWellKnownSeasonedIssuer": { "xbrltype": "yesNoItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "EntityWellKnownSeasonedIssuer", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Entity Well-known Seasoned Issuer", "label": "Entity Well-known Seasoned Issuer", "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A." } } }, "auth_ref": [ "r911" ] }, "us-gaap_EquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityAbstract", "lang": { "en-us": { "role": { "terseLabel": "Equity [Abstract]", "label": "Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_EquityComponentDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EquityComponentDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Equity Component [Domain]", "label": "Equity Component [Domain]", "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc." } } }, "auth_ref": [ "r11", "r232", "r251", "r252", "r253", "r275", "r276", "r277", "r279", "r285", "r287", "r306", "r362", "r363", "r422", "r478", "r479", "r480", "r499", "r500", "r518", "r519", "r520", "r521", "r522", "r523", "r526", "r540", "r541", "r542", "r543", "r544", "r545", "r550", "r643", "r644", "r645", "r661", "r730" ] }, "ecd_EquityValuationAssumptionDifferenceFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "EquityValuationAssumptionDifferenceFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Equity Valuation Assumption Difference, Footnote", "label": "Equity Valuation Assumption Difference, Footnote [Text Block]" } } }, "auth_ref": [ "r878" ] }, "ecd_ErrCompAnalysisTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ErrCompAnalysisTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Erroneous Compensation Analysis", "label": "Erroneous Compensation Analysis [Text Block]" } } }, "auth_ref": [ "r841", "r853", "r863", "r889" ] }, "ecd_ErrCompRecoveryTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ErrCompRecoveryTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Erroneously Awarded Compensation Recovery", "label": "Erroneously Awarded Compensation Recovery [Table]" } } }, "auth_ref": [ "r838", "r850", "r860", "r886" ] }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "EstimateOfFairValueFairValueDisclosureMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value", "label": "Estimate of Fair Value Measurement [Member]", "documentation": "Measured as an estimate of fair value." } } }, "auth_ref": [ "r395", "r538", "r793", "r794" ] }, "vnom_EstimatedFutureNetRevenueDiscountedRatePerAnnum": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "EstimatedFutureNetRevenueDiscountedRatePerAnnum", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Estimated future net revenue discounted rate per annum", "label": "Estimated Future Net Revenue Discounted Rate Per Annum", "documentation": "Estimated Future Net Revenue Discounted Rate Per Annum" } } }, "auth_ref": [] }, "ecd_ExecutiveCategoryAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ExecutiveCategoryAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Executive Category:", "label": "Executive Category [Axis]" } } }, "auth_ref": [ "r884" ] }, "srt_ExtensionsDiscoveriesAdditionsAndImprovedRecoveryLessRelatedCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ExtensionsDiscoveriesAdditionsAndImprovedRecoveryLessRelatedCosts", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Extensions and discoveries", "label": "Extensions, Discoveries, Additions and Improved Recovery, Less Related Costs", "documentation": "Amount of increase (decrease) in standardized measure of discounted future net cash flow as a result of extensions, discoveries and improved recovery of proved oil and gas reserves." } } }, "auth_ref": [ "r208", "r213", "r218", "r779" ] }, "srt_ExtractiveIndustriesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ExtractiveIndustriesAbstract", "lang": { "en-us": { "role": { "terseLabel": "Extractive Industries [Abstract]", "label": "Extractive Industries [Abstract]" } } }, "auth_ref": [] }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r530", "r531", "r535" ] }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]", "label": "Fair Value, Recurring and Nonrecurring [Table]", "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis." } } }, "auth_ref": [ "r530", "r531", "r535" ] }, "us-gaap_FairValueAssetsMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueAssetsMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Fair Value, Assets Measured on Recurring and Nonrecurring Basis", "label": "Fair Value, Assets Measured on Recurring and Nonrecurring Basis [Table Text Block]", "documentation": "Tabular disclosure of assets measured at fair value measured on a recurring or nonrecurring basis. Includes, but is not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2." } } }, "auth_ref": [ "r90", "r172" ] }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueByBalanceSheetGroupingTable", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]", "label": "Fair Value, by Balance Sheet Grouping [Table]", "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities." } } }, "auth_ref": [ "r90", "r91", "r92" ] }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueByFairValueHierarchyLevelAxis", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value Hierarchy and NAV [Axis]", "label": "Fair Value Hierarchy and NAV [Axis]", "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient." } } }, "auth_ref": [ "r395", "r443", "r444", "r445", "r446", "r447", "r448", "r531", "r562", "r563", "r564", "r793", "r794", "r805", "r806", "r807" ] }, "us-gaap_FairValueByMeasurementBasisAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueByMeasurementBasisAxis", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Measurement Basis [Axis]", "label": "Measurement Basis [Axis]", "documentation": "Information by measurement basis." } } }, "auth_ref": [ "r16", "r90", "r395", "r793", "r794" ] }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueByMeasurementFrequencyAxis", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Measurement Frequency [Axis]", "label": "Measurement Frequency [Axis]", "documentation": "Information by measurement frequency." } } }, "auth_ref": [ "r530", "r531", "r532", "r533", "r536" ] }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueDisclosureItemAmountsDomain", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value Measurement [Domain]", "label": "Fair Value Measurement [Domain]", "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value." } } }, "auth_ref": [ "r395", "r793", "r794" ] }, "us-gaap_FairValueDisclosuresAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueDisclosuresAbstract", "lang": { "en-us": { "role": { "terseLabel": "Fair Value Disclosures [Abstract]", "label": "Fair Value Disclosures [Abstract]" } } }, "auth_ref": [] }, "us-gaap_FairValueDisclosuresTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueDisclosuresTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTS" ], "lang": { "en-us": { "role": { "terseLabel": "FAIR VALUE MEASUREMENTS", "label": "Fair Value Disclosures [Text Block]", "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information." } } }, "auth_ref": [ "r529" ] }, "us-gaap_FairValueInputsLevel1Member": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueInputsLevel1Member", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Level 1", "label": "Fair Value, Inputs, Level 1 [Member]", "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date." } } }, "auth_ref": [ "r395", "r443", "r448", "r531", "r562", "r805", "r806", "r807" ] }, "us-gaap_FairValueInputsLevel2Member": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueInputsLevel2Member", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Level 2", "label": "Fair Value, Inputs, Level 2 [Member]", "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets." } } }, "auth_ref": [ "r395", "r443", "r448", "r531", "r563", "r793", "r794", "r805", "r806", "r807" ] }, "us-gaap_FairValueInputsLevel3Member": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueInputsLevel3Member", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Level 3", "label": "Fair Value, Inputs, Level 3 [Member]", "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing." } } }, "auth_ref": [ "r395", "r443", "r444", "r445", "r446", "r447", "r448", "r531", "r564", "r793", "r794", "r805", "r806", "r807" ] }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Fair Value Consolidated Balance Sheets", "label": "Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]", "documentation": "Tabular disclosure of liabilities measured at fair value measured on a recurring or nonrecurring basis. Includes, but is not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2." } } }, "auth_ref": [ "r90", "r172" ] }, "us-gaap_FairValueMeasurementFrequencyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementFrequencyDomain", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Measurement Frequency [Domain]", "label": "Measurement Frequency [Domain]", "documentation": "Measurement frequency." } } }, "auth_ref": [] }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementPolicyPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value Measurement", "label": "Fair Value Measurement, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities." } } }, "auth_ref": [] }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementsFairValueHierarchyDomain", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value Hierarchy and NAV [Domain]", "label": "Fair Value Hierarchy and NAV [Domain]", "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value." } } }, "auth_ref": [ "r395", "r443", "r444", "r445", "r446", "r447", "r448", "r562", "r563", "r564", "r793", "r794", "r805", "r806", "r807" ] }, "us-gaap_FairValueMeasurementsNonrecurringMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementsNonrecurringMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value, Nonrecurring", "label": "Fair Value, Nonrecurring [Member]", "documentation": "Infrequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, not frequently measured at fair value." } } }, "auth_ref": [ "r530", "r531", "r532", "r533", "r534", "r536" ] }, "us-gaap_FairValueMeasurementsRecurringMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FairValueMeasurementsRecurringMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fair Value, Recurring", "label": "Fair Value, Recurring [Member]", "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value." } } }, "auth_ref": [ "r529", "r536" ] }, "us-gaap_FederalFundsEffectiveSwapRateMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FederalFundsEffectiveSwapRateMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Fed Funds Effective Rate", "label": "Fed Funds Effective Rate Overnight Index Swap Rate [Member]", "documentation": "Fixed rate on U.S. dollar, constant-notional interest rate swap having its variable-rate leg referenced to Federal Funds effective rate with no additional spread over Federal Funds effective rate on that variable-rate leg." } } }, "auth_ref": [ "r994" ] }, "us-gaap_FinancialInstrumentAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "FinancialInstrumentAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Financial Instrument [Axis]", "label": "Financial Instrument [Axis]", "documentation": "Information by type of financial instrument." } } }, "auth_ref": [ "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r342", "r343", "r344", "r345", "r346", "r347", "r348", "r349", "r350", "r351", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r359", "r360", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r403", "r419", "r524", "r559", "r560", "r561", "r562", "r563", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r571", "r572", "r573", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585", "r586", "r587", "r588", "r632", "r791", "r935", "r936", "r937", "r938", "r939", "r940", "r941", "r962", "r963", "r964", "r965" ] }, "ecd_ForgoneRecoveryDueToDisqualificationOfTaxBenefitsAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryDueToDisqualificationOfTaxBenefitsAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Forgone Recovery due to Disqualification of Tax Benefits, Amount", "label": "Forgone Recovery due to Disqualification of Tax Benefits, Amount" } } }, "auth_ref": [ "r845", "r857", "r867", "r893" ] }, "ecd_ForgoneRecoveryDueToExpenseOfEnforcementAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryDueToExpenseOfEnforcementAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Forgone Recovery due to Expense of Enforcement, Amount", "label": "Forgone Recovery due to Expense of Enforcement, Amount" } } }, "auth_ref": [ "r845", "r857", "r867", "r893" ] }, "ecd_ForgoneRecoveryDueToViolationOfHomeCountryLawAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryDueToViolationOfHomeCountryLawAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Forgone Recovery due to Violation of Home Country Law, Amount", "label": "Forgone Recovery due to Violation of Home Country Law, Amount" } } }, "auth_ref": [ "r845", "r857", "r867", "r893" ] }, "ecd_ForgoneRecoveryExplanationOfImpracticabilityTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryExplanationOfImpracticabilityTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Forgone Recovery, Explanation of Impracticability", "label": "Forgone Recovery, Explanation of Impracticability [Text Block]" } } }, "auth_ref": [ "r845", "r857", "r867", "r893" ] }, "ecd_ForgoneRecoveryIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "ForgoneRecoveryIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Name", "label": "Forgone Recovery, Individual Name" } } }, "auth_ref": [ "r845", "r857", "r867", "r893" ] }, "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesCashInflows": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "FutureNetCashFlowsRelatingToProvedOilAndGasReservesCashInflows", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails": { "parentTag": "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesNetCashFlows", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Future cash inflows", "label": "Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Cash Inflows", "documentation": "Amount of estimated future accumulated cash inflow from the sale of proved oil and gas reserves." } } }, "auth_ref": [ "r196", "r203", "r218", "r816" ] }, "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesIncomeTaxExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "FutureNetCashFlowsRelatingToProvedOilAndGasReservesIncomeTaxExpense", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails": { "parentTag": "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesNetCashFlows", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Future income tax expense", "label": "Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Income Tax Expense", "documentation": "Amount of estimated future accumulated cash outflow for income tax, based on the future income less future expense derived from production and sale of proved oil and gas reserves." } } }, "auth_ref": [ "r198", "r203", "r218", "r816" ] }, "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesNetCashFlows": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "FutureNetCashFlowsRelatingToProvedOilAndGasReservesNetCashFlows", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails": { "parentTag": "srt_StandardizedMeasureOfDiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReserves", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Future net cash flows", "label": "Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Net Cash Flows", "documentation": "Amount, after future accumulated cash outflow for development and production costs and future income tax, of estimated future accumulated cash inflow from the sale of proved oil and gas reserves." } } }, "auth_ref": [ "r199", "r202", "r203", "r218", "r816" ] }, "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesProductionCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "FutureNetCashFlowsRelatingToProvedOilAndGasReservesProductionCosts", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails": { "parentTag": "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesNetCashFlows", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Future production taxes", "label": "Future Net Cash Flows Relating to Proved Oil and Gas Reserves, Production Costs", "documentation": "Amount of estimated future accumulated cash outflow for costs to be incurred in producing proved oil and gas reserves." } } }, "auth_ref": [ "r197", "r203", "r218", "r816" ] }, "srt_FutureNetCashFlowsRelatingToProvedOilAndGasReservesTenPercentAnnualDiscountForEstimatedTimingOfCashFlows": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "FutureNetCashFlowsRelatingToProvedOilAndGasReservesTenPercentAnnualDiscountForEstimatedTimingOfCashFlows", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails": { "parentTag": "srt_StandardizedMeasureOfDiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReserves", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "10% discount to reflect timing of cash flows", "label": "Future Net Cash Flows Relating to Proved Oil and Gas Reserves, 10 Percent Annual Discount for Estimated Timing of Cash Flows", "documentation": "Amount of discount on future accumulated cash inflow, after deducting future accumulated cash outflow for development and production costs and future income tax, from sale of proved oil and gas reserves, using a discount rate of 10 percent a year." } } }, "auth_ref": [ "r200", "r203", "r218", "r816" ] }, "vnom_GRPAcquisitionMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "GRPAcquisitionMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "GRP Acquisition", "label": "GRP Acquisition [Member]", "documentation": "GRP Acquisition" } } }, "auth_ref": [] }, "us-gaap_GeneralAndAdministrativeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GeneralAndAdministrativeExpense", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "General and administrative expenses", "label": "General and Administrative Expense", "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line." } } }, "auth_ref": [ "r143", "r711" ] }, "us-gaap_GeneralPartnerMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GeneralPartnerMember", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "General Partner", "label": "General Partner [Member]", "documentation": "Party to a partnership business who has unlimited liability." } } }, "auth_ref": [] }, "us-gaap_GeneralPartnersCapitalAccount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GeneralPartnersCapitalAccount", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "General Partner", "label": "General Partners' Capital Account", "documentation": "The amount of the general partner's ownership interest." } } }, "auth_ref": [ "r162" ] }, "us-gaap_GeneralPartnersCapitalAccountDistributionAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "GeneralPartnersCapitalAccountDistributionAmount", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Distributions to General Partner", "label": "General Partners' Capital Account, Period Distribution Amount", "documentation": "The total amount of distributions to the general partner during the period." } } }, "auth_ref": [ "r161" ] }, "dei_IcfrAuditorAttestationFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "IcfrAuditorAttestationFlag", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "ICFR Auditor Attestation Flag", "label": "ICFR Auditor Attestation Flag" } } }, "auth_ref": [ "r835", "r836", "r849" ] }, "us-gaap_ImpairmentOfOilAndGasProperties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ImpairmentOfOilAndGasProperties", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Impairment", "label": "Impairment of Oil and Gas Properties", "documentation": "The expense recorded to reduce the value of oil and gas assets consisting of proved properties and unproved properties as the estimate of future successful production from these properties is reduced." } } }, "auth_ref": [ "r5", "r109", "r154" ] }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_ProfitLoss", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "totalLabel": "Income (loss) before income taxes", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest." } } }, "auth_ref": [ "r0", "r138", "r184", "r309", "r315", "r319", "r321", "r620", "r628", "r789" ] }, "us-gaap_IncomeStatementAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeStatementAbstract", "lang": { "en-us": { "role": { "terseLabel": "Income Statement [Abstract]", "label": "Income Statement [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Disposal Group Name [Axis]", "label": "Disposal Group Name [Axis]", "documentation": "Information by name of disposal group." } } }, "auth_ref": [ "r808", "r809" ] }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "label": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Disposal Groups, Including Discontinued Operations [Table]", "label": "Disposal Groups, Including Discontinued Operations [Table]", "documentation": "Disclosure of information about a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component." } } }, "auth_ref": [ "r8", "r13", "r20", "r117", "r118", "r119", "r120", "r121", "r122", "r123", "r124", "r125", "r155" ] }, "us-gaap_IncomeTaxAuthorityAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxAuthorityAxis", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Income Tax Authority [Axis]", "label": "Income Tax Authority [Axis]", "documentation": "Information by tax jurisdiction." } } }, "auth_ref": [ "r9" ] }, "us-gaap_IncomeTaxAuthorityDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxAuthorityDomain", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Income Tax Authority [Domain]", "label": "Income Tax Authority [Domain]", "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes." } } }, "auth_ref": [] }, "us-gaap_IncomeTaxDisclosureAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxDisclosureAbstract", "lang": { "en-us": { "role": { "terseLabel": "Income Tax Disclosure [Abstract]", "label": "Income Tax Disclosure [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncomeTaxDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXES" ], "lang": { "en-us": { "role": { "terseLabel": "INCOME TAXES", "label": "Income Tax Disclosure [Text Block]", "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information." } } }, "auth_ref": [ "r268", "r481", "r488", "r490", "r496", "r501", "r505", "r506", "r507", "r658" ] }, "us-gaap_IncomeTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_ProfitLoss", "weight": -1.0, "order": 1.0 }, "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails": { "parentTag": null, "weight": null, "order": null, "root": true }, "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/INCOMETAXESComponentsofProvisionforIncomeTaxesDetails", "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Provision for (benefit from) income taxes", "totalLabel": "Total provision (benefit) from income taxes", "label": "Income Tax Expense (Benefit)", "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations." } } }, "auth_ref": [ "r190", "r216", "r286", "r287", "r313", "r486", "r502", "r635" ] }, "us-gaap_IncomeTaxPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Income Taxes", "label": "Income Tax, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements." } } }, "auth_ref": [ "r250", "r482", "r483", "r490", "r491", "r495", "r497", "r652" ] }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Change in valuation allowance", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets." } } }, "auth_ref": [ "r982" ] }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Income tax expense (benefit) at the federal statutory rate (21%)", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations." } } }, "auth_ref": [ "r487" ] }, "us-gaap_IncomeTaxReconciliationMinorityInterestIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxReconciliationMinorityInterestIncomeExpense", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails" ], "lang": { "en-us": { "role": { "negatedLabel": "Impact of nontaxable noncontrolling interest", "label": "Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to noncontrolling interest income (loss) exempt from income taxes." } } }, "auth_ref": [ "r982" ] }, "us-gaap_IncomeTaxReconciliationStateAndLocalIncomeTaxes": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxReconciliationStateAndLocalIncomeTaxes", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "State income tax expense (benefit), net of federal tax effect", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount", "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit)." } } }, "auth_ref": [ "r982" ] }, "us-gaap_IncomeTaxesPaidNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxesPaidNet", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Cash (paid) received for income taxes", "label": "Income Taxes Paid, Net", "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes." } } }, "auth_ref": [ "r37" ] }, "us-gaap_IncomeTaxesReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncomeTaxesReceivable", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Income tax receivable", "label": "Income Taxes Receivable, Current", "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes." } } }, "auth_ref": [ "r110", "r947" ] }, "us-gaap_IncreaseDecreaseInAccountsPayableRelatedParties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccountsPayableRelatedParties", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts payable\u2014related party", "label": "Increase (Decrease) in Accounts Payable, Related Parties", "documentation": "The increase (decrease) during the reporting period in the obligations due for goods and services provided by the following types of related parties: a parent company and its subsidiaries, subsidiaries of a common parent, an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management, an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence." } } }, "auth_ref": [ "r4" ] }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccountsReceivable", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 7.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Royalty income receivable", "label": "Increase (Decrease) in Accounts Receivable", "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services." } } }, "auth_ref": [ "r4" ] }, "us-gaap_IncreaseDecreaseInAccountsReceivableRelatedParties": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccountsReceivableRelatedParties", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Royalty income receivable\u2014related party", "label": "Increase (Decrease) in Accounts Receivable, Related Parties", "documentation": "The increase (decrease) during the reporting period in the amount due to the reporting entity for good and services provided to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management, an entity and its principal owners, management, member of their immediate families, affiliates, or other parties with the ability to exert significant influence." } } }, "auth_ref": [ "r4" ] }, "us-gaap_IncreaseDecreaseInAccruedIncomeTaxesPayable": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInAccruedIncomeTaxesPayable", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 12.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Income taxes payable", "label": "Increase (Decrease) in Income Taxes Payable", "documentation": "The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction." } } }, "auth_ref": [ "r4" ] }, "srt_IncreaseDecreaseInFutureIncomeTaxExpenseEstimatesOnFutureCashFlowsRelatedToProvedOilAndGasReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "IncreaseDecreaseInFutureIncomeTaxExpenseEstimatesOnFutureCashFlowsRelatedToProvedOilAndGasReserves", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net changes in income taxes", "label": "Changes in Future Income Tax Expense Estimates on Future Cash Flows Related to Proved Oil and Gas Reserves", "documentation": "Amount of increase (decrease) in standardized measure of discounted future net cash flow as a result of change in the estimated future income tax on future pretax net cash flows related to the entity's proved oil and gas reserves." } } }, "auth_ref": [ "r212", "r213", "r218", "r779" ] }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Changes in operating assets and liabilities:", "label": "Increase (Decrease) in Operating Capital [Abstract]" } } }, "auth_ref": [] }, "us-gaap_IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInOtherAccountsPayableAndAccruedLiabilities", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Accounts payable and accrued liabilities", "label": "Increase (Decrease) in Other Accounts Payable and Accrued Liabilities", "documentation": "The increase (decrease) during the reporting period in other obligations or expenses incurred but not yet paid." } } }, "auth_ref": [ "r4" ] }, "us-gaap_IncreaseDecreaseInOtherOperatingCapitalNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInOtherOperatingCapitalNet", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0, "order": 9.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Other", "label": "Increase (Decrease) in Other Operating Assets and Liabilities, Net", "documentation": "Amount of increase (decrease) in operating assets after deduction of operating liabilities classified as other." } } }, "auth_ref": [ "r4" ] }, "us-gaap_IncreaseDecreaseInPartnersCapitalRollForward": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInPartnersCapitalRollForward", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Increase (Decrease) in Partners' Capital [Roll Forward]", "label": "Increase (Decrease) in Partners' Capital [Roll Forward]", "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period." } } }, "auth_ref": [] }, "srt_IncreaseDecreaseInProvedDevelopedAndUndevelopedReservesRollForward": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "IncreaseDecreaseInProvedDevelopedAndUndevelopedReservesRollForward", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved Developed and Undeveloped Reserves [Roll Forward]", "label": "Proved Developed and Undeveloped Reserves [Roll Forward]", "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period." } } }, "auth_ref": [] }, "srt_IncreaseDecreaseInStandardizedMeasureOfDiscountedFutureNetCashFlowRelatingToProvedOilAndGasReservesRollForward": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "IncreaseDecreaseInStandardizedMeasureOfDiscountedFutureNetCashFlowRelatingToProvedOilAndGasReservesRollForward", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves", "label": "Increase (Decrease) in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Roll Forward]", "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period." } } }, "auth_ref": [] }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period." } } }, "auth_ref": [] }, "srt_IncreaseDueToPurchasesOfMineralsInPlace": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "IncreaseDueToPurchasesOfMineralsInPlace", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase of minerals in place", "label": "Increase Due to Purchases of Minerals in Place", "documentation": "Amount of increase in standardized measure of discounted future net cash flow as a result of purchases of minerals in place." } } }, "auth_ref": [ "r209", "r213", "r218", "r779" ] }, "ecd_IndividualAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "IndividualAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure", "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure", "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements", "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Individual:", "label": "Individual [Axis]" } } }, "auth_ref": [ "r848", "r857", "r867", "r884", "r893", "r897", "r905" ] }, "ecd_InsiderTradingArrLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTradingArrLineItems", "lang": { "en-us": { "role": { "label": "Insider Trading Arrangements [Line Items]" } } }, "auth_ref": [ "r903" ] }, "ecd_InsiderTradingPoliciesProcLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTradingPoliciesProcLineItems", "lang": { "en-us": { "role": { "label": "Insider Trading Policies and Procedures [Line Items]" } } }, "auth_ref": [ "r837", "r909" ] }, "ecd_InsiderTrdPoliciesProcAdoptedFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTrdPoliciesProcAdoptedFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingPoliciesProc" ], "lang": { "en-us": { "role": { "terseLabel": "Insider Trading Policies and Procedures Adopted", "label": "Insider Trading Policies and Procedures Adopted [Flag]" } } }, "auth_ref": [ "r837", "r909" ] }, "ecd_InsiderTrdPoliciesProcNotAdoptedTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "InsiderTrdPoliciesProcNotAdoptedTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingPoliciesProc" ], "lang": { "en-us": { "role": { "terseLabel": "Insider Trading Policies and Procedures Not Adopted", "label": "Insider Trading Policies and Procedures Not Adopted [Text Block]" } } }, "auth_ref": [ "r837", "r909" ] }, "us-gaap_InterestCostsIncurred": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestCostsIncurred", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails": { "parentTag": "us-gaap_InterestExpense", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Interest expense", "label": "Interest Costs Incurred", "documentation": "Total interest costs incurred during the period and either capitalized or charged against earnings." } } }, "auth_ref": [ "r548" ] }, "us-gaap_InterestExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpense", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Interest expense, net", "label": "Interest Expense", "documentation": "Amount of the cost of borrowed funds accounted for as interest expense." } } }, "auth_ref": [ "r97", "r186", "r254", "r312", "r547", "r715", "r828", "r1019" ] }, "us-gaap_InterestExpenseOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestExpenseOther", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails": { "parentTag": "us-gaap_InterestExpense", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Other fees and expenses", "label": "Interest Expense, Other", "documentation": "Amount of interest expense classified as other." } } }, "auth_ref": [] }, "us-gaap_InterestIncomeAndInterestExpenseDisclosureTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestIncomeAndInterestExpenseDisclosureTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DebtTables" ], "lang": { "en-us": { "role": { "terseLabel": "Interest Income and Interest Expense Disclosure", "label": "Interest Income and Interest Expense Disclosure [Table Text Block]", "documentation": "Tabular disclosure of interest income and expense, including, but not limited to, interest income and expense from investments, loans, and securities." } } }, "auth_ref": [] }, "us-gaap_InterestIncomeExpenseNonoperatingNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestIncomeExpenseNonoperatingNet", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Interest expense, net", "label": "Interest Income (Expense), Nonoperating, Net", "documentation": "The net amount of nonoperating interest income (expense)." } } }, "auth_ref": [] }, "us-gaap_InterestIncomeOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestIncomeOther", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails": { "parentTag": "us-gaap_InterestExpense", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTInterestExpenseDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Less: interest income", "label": "Interest Income, Other", "documentation": "Amount of interest income earned from interest bearing assets classified as other." } } }, "auth_ref": [] }, "us-gaap_InterestPaidNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestPaidNet", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Interest paid", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount." } } }, "auth_ref": [ "r258", "r261", "r262" ] }, "us-gaap_InterestPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "InterestPayableCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails": { "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Interest payable", "label": "Interest Payable, Current", "documentation": "Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r25" ] }, "us-gaap_Land": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Land", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Land", "label": "Land", "documentation": "Amount before accumulated depletion of real estate held for productive use, excluding land held for sale." } } }, "auth_ref": [ "r946" ] }, "vnom_LeaseBonus": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LeaseBonus", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_Revenues", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Lease bonus income", "label": "Lease Bonus", "documentation": "Amount received to extend the lease term." } } }, "auth_ref": [] }, "vnom_LeaseBonusIncomeMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LeaseBonusIncomeMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Lease Bonus Income", "label": "Lease Bonus Income [Member]", "documentation": "Lease Bonus Income" } } }, "auth_ref": [] }, "dei_LegalEntityAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "LegalEntityAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Legal Entity [Axis]", "label": "Legal Entity [Axis]", "documentation": "The set of legal entities associated with a report." } } }, "auth_ref": [] }, "us-gaap_Liabilities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Liabilities", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total liabilities", "label": "Liabilities", "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future." } } }, "auth_ref": [ "r24", "r266", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r511", "r514", "r515", "r539", "r686", "r788", "r830", "r972", "r1000", "r1001" ] }, "us-gaap_LiabilitiesAndStockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesAndStockholdersEquity", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total liabilities and stockholders\u2019 equity", "label": "Liabilities and Equity", "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any." } } }, "auth_ref": [ "r135", "r183", "r626", "r814", "r953", "r966", "r996" ] }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesAndStockholdersEquityAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Liabilities and Stockholders\u2019 Equity", "label": "Liabilities and Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_LiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total current liabilities", "label": "Liabilities, Current", "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer." } } }, "auth_ref": [ "r26", "r237", "r266", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r511", "r514", "r515", "r539", "r814", "r972", "r1000", "r1001" ] }, "us-gaap_LiabilitiesCurrentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LiabilitiesCurrentAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Current liabilities:", "label": "Liabilities, Current [Abstract]" } } }, "auth_ref": [] }, "us-gaap_LimitedPartnerMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LimitedPartnerMember", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Limited Partners", "label": "Limited Partner [Member]", "documentation": "Party to a partnership business who has limited liability." } } }, "auth_ref": [] }, "us-gaap_LimitedPartnersCapitalAccount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LimitedPartnersCapitalAccount", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Common units", "label": "Limited Partners' Capital Account", "documentation": "The amount of the limited partners' ownership interests." } } }, "auth_ref": [ "r162" ] }, "us-gaap_LimitedPartnersCapitalAccountDistributionAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LimitedPartnersCapitalAccountDistributionAmount", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedLabel": "Distributions to public", "negatedTerseLabel": "Distributions to public", "label": "Limited Partners' Capital Account, Distribution Amount", "documentation": "The total amount of distributions to limited partners." } } }, "auth_ref": [ "r59" ] }, "vnom_LimitedPartnersCapitalAccountDistributionEquivalentRightsPayments": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LimitedPartnersCapitalAccountDistributionEquivalentRightsPayments", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Distribution equivalent rights payments", "label": "Limited Partners' Capital Account, Distribution Equivalent Rights Payments", "documentation": "Limited Partners' Capital Account, Distribution Equivalent Rights Payments" } } }, "auth_ref": [] }, "us-gaap_LimitedPartnersCapitalAccountUnitsIssued": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LimitedPartnersCapitalAccountUnitsIssued", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical" ], "lang": { "en-us": { "role": { "terseLabel": "Limited partners' capital account, units issued (in units)", "label": "Limited Partners' Capital Account, Units Issued", "documentation": "The number of limited partner units issued." } } }, "auth_ref": [ "r162" ] }, "us-gaap_LimitedPartnersCapitalAccountUnitsOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LimitedPartnersCapitalAccountUnitsOutstanding", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Limited partners' capital account, units outstanding (in units)", "label": "Limited Partners' Capital Account, Units Outstanding", "documentation": "The number of limited partner units outstanding." } } }, "auth_ref": [ "r162" ] }, "us-gaap_LineOfCredit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCredit", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Amount outstanding under credit facility", "label": "Long-Term Line of Credit", "documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement." } } }, "auth_ref": [ "r19", "r181", "r1015" ] }, "vnom_LineOfCreditFacilityCovenantTermsRatioOfCurrentAssetsToLiabilities": { "xbrltype": "pureItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LineOfCreditFacilityCovenantTermsRatioOfCurrentAssetsToLiabilities", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ratio of current assets to liabilities, as defined in the credit facility", "label": "Line of Credit Facility, Covenant Terms, Ratio of Current Assets to Liabilities", "documentation": "Line of Credit Facility, Covenant Terms, Ratio of Current Assets to Liabilities" } } }, "auth_ref": [] }, "vnom_LineOfCreditFacilityCovenantTermsRatioOfSecuredDebtToEarningsBeforeInterestTaxesDepreciationDepletionAmortizationAndExplorationExpense": { "xbrltype": "pureItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LineOfCreditFacilityCovenantTermsRatioOfSecuredDebtToEarningsBeforeInterestTaxesDepreciationDepletionAmortizationAndExplorationExpense", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ratio of secured debt to EBITDAX, as defined in the credit facility", "label": "Line Of Credit Facility, Covenant Terms, Ratio Of Secured Debt To Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense", "documentation": "Line Of Credit Facility, Covenant Terms, Ratio Of Secured Debt To Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense" } } }, "auth_ref": [] }, "vnom_LineOfCreditFacilityCovenantTermsRatioOfTotalDebtToEarningsBeforeInterestTaxesDepreciationDepletionAmortizationAndExplorationExpense": { "xbrltype": "pureItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LineOfCreditFacilityCovenantTermsRatioOfTotalDebtToEarningsBeforeInterestTaxesDepreciationDepletionAmortizationAndExplorationExpense", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ratio of total net debt to EBITDAX, as defined in the credit facility", "label": "Line of Credit Facility, Covenant Terms, Ratio of Total Debt to Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense", "documentation": "Line of Credit Facility, Covenant Terms, Ratio of Total Debt to Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Exploration Expense" } } }, "auth_ref": [] }, "us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditFacilityCurrentBorrowingCapacity", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Current borrowing capacity", "label": "Line of Credit Facility, Current Borrowing Capacity", "documentation": "Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility." } } }, "auth_ref": [ "r22" ] }, "us-gaap_LineOfCreditFacilityLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditFacilityLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Line of Credit Facility [Line Items]", "label": "Line of Credit Facility [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r952" ] }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Maximum borrowing capacity", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility." } } }, "auth_ref": [ "r22" ] }, "us-gaap_LineOfCreditFacilityRemainingBorrowingCapacity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditFacilityRemainingBorrowingCapacity", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Remaining borrowing capacity", "label": "Line of Credit Facility, Remaining Borrowing Capacity", "documentation": "Amount of borrowing capacity currently available under the credit facility (current borrowing capacity less the amount of borrowings outstanding)." } } }, "auth_ref": [ "r22" ] }, "us-gaap_LineOfCreditFacilityTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditFacilityTable", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Line of Credit Facility [Table]", "label": "Line of Credit Facility [Table]", "documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line." } } }, "auth_ref": [ "r22", "r952" ] }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Commitment fee on the unused portion of the borrowing base", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility." } } }, "auth_ref": [] }, "us-gaap_LineOfCreditMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LineOfCreditMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Line of Credit", "label": "Line of Credit [Member]", "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars." } } }, "auth_ref": [] }, "vnom_LiquidationOfGeneralPartner": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LiquidationOfGeneralPartner", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Liquidation of General Partner", "label": "Liquidation of General Partner", "documentation": "Liquidation of General Partner" } } }, "auth_ref": [] }, "dei_LocalPhoneNumber": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "LocalPhoneNumber", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Local Phone Number", "label": "Local Phone Number", "documentation": "Local phone number for entity." } } }, "auth_ref": [] }, "us-gaap_LongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermDebt", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Liabilities", "weight": 1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-term debt, net", "totalLabel": "Total long-term debt", "label": "Long-Term Debt", "documentation": "Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation." } } }, "auth_ref": [ "r19", "r181", "r394", "r405", "r793", "r794", "r1015" ] }, "us-gaap_LongTermDebtFairValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermDebtFairValue", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Debt instrument, fair value", "label": "Long-Term Debt, Fair Value", "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission." } } }, "auth_ref": [] }, "us-gaap_LongTermDebtTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermDebtTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DEBT" ], "lang": { "en-us": { "role": { "terseLabel": "DEBT", "label": "Long-Term Debt [Text Block]", "documentation": "The entire disclosure for long-term debt." } } }, "auth_ref": [ "r157" ] }, "us-gaap_LongTermDebtWeightedAverageInterestRateOverTime": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongTermDebtWeightedAverageInterestRateOverTime", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average interest rate", "label": "Long-Term Debt, Weighted Average Interest Rate, over Time", "documentation": "Weighted average interest rate of long-term debt outstanding calculated over time." } } }, "auth_ref": [] }, "us-gaap_LongtermDebtTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongtermDebtTypeAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-term Debt, Type [Axis]", "label": "Long-Term Debt, Type [Axis]", "documentation": "Information by type of long-term debt." } } }, "auth_ref": [ "r28" ] }, "us-gaap_LongtermDebtTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "LongtermDebtTypeDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-term Debt, Type [Domain]", "label": "Long-Term Debt, Type [Domain]", "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer." } } }, "auth_ref": [ "r28", "r50" ] }, "vnom_LowerSpraberryMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "LowerSpraberryMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Lower Spraberry", "label": "Lower Spraberry [Member]", "documentation": "Lower Spraberry" } } }, "auth_ref": [] }, "srt_MajorCustomersAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "MajorCustomersAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer [Axis]", "label": "Customer [Axis]", "documentation": "Information by name or description of a single external customer or a group of external customers." } } }, "auth_ref": [ "r325", "r800", "r978", "r1016", "r1017" ] }, "srt_MaximumMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "MaximumMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Maximum", "label": "Maximum [Member]", "documentation": "Upper limit of the provided range." } } }, "auth_ref": [ "r374", "r375", "r376", "r377", "r450", "r589", "r642", "r678", "r679", "r736", "r738", "r740", "r741", "r752", "r774", "r775", "r790", "r797", "r810", "r818", "r976", "r1002", "r1003", "r1004", "r1005", "r1006", "r1007" ] }, "ecd_MeasureAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MeasureAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Measure:", "label": "Measure [Axis]" } } }, "auth_ref": [ "r876" ] }, "ecd_MeasureName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MeasureName", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Name", "label": "Measure Name" } } }, "auth_ref": [ "r876" ] }, "us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MergersAcquisitionsAndDispositionsDisclosuresTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURES" ], "lang": { "en-us": { "role": { "terseLabel": "ACQUISITIONS AND DIVESTITURES", "label": "Mergers, Acquisitions and Dispositions Disclosures [Text Block]", "documentation": "The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings." } } }, "auth_ref": [ "r116", "r167" ] }, "vnom_MiddleSpraberryJoMillMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "MiddleSpraberryJoMillMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Middle Spraberry/Jo Mill", "label": "Middle Spraberry/Jo Mill [Member]", "documentation": "Middle Spraberry/Jo Mill" } } }, "auth_ref": [] }, "vnom_MidlandBasinMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "MidlandBasinMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Midland Basin", "label": "Midland Basin [Member]", "documentation": "Midland Basin [Member]" } } }, "auth_ref": [] }, "vnom_MineralPropertiesNetRoyaltyAcres": { "xbrltype": "areaItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "MineralPropertiesNetRoyaltyAcres", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net royalty acres", "label": "Mineral Properties, Net Royalty Acres", "documentation": "The amount of net royalty acres. Net royalty acres are defined as gross acreage multiplied by the average royalty interest." } } }, "auth_ref": [] }, "srt_MinimumMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "MinimumMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Minimum", "label": "Minimum [Member]", "documentation": "Lower limit of the provided range." } } }, "auth_ref": [ "r374", "r375", "r376", "r377", "r450", "r589", "r642", "r678", "r679", "r736", "r738", "r740", "r741", "r752", "r774", "r775", "r790", "r797", "r810", "r818", "r976", "r1002", "r1003", "r1004", "r1005", "r1006", "r1007" ] }, "us-gaap_MinorityInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MinorityInterest", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Non-controlling interest", "label": "Equity, Attributable to Noncontrolling Interest", "documentation": "Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity." } } }, "auth_ref": [ "r31", "r182", "r266", "r361", "r378", "r380", "r381", "r382", "r385", "r386", "r539", "r625", "r690" ] }, "us-gaap_MinorityInterestOwnershipPercentageByNoncontrollingOwners": { "xbrltype": "percentItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "MinorityInterestOwnershipPercentageByNoncontrollingOwners", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Percentage by noncontrolling owners", "label": "Subsidiary, Ownership Percentage, Noncontrolling Owner", "documentation": "The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity." } } }, "auth_ref": [] }, "ecd_MnpiDiscTimedForCompValFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MnpiDiscTimedForCompValFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "MNPI Disclosure Timed for Compensation Value", "label": "MNPI Disclosure Timed for Compensation Value [Flag]" } } }, "auth_ref": [ "r896" ] }, "ecd_MtrlTermsOfTrdArrTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "MtrlTermsOfTrdArrTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Material Terms of Trading Arrangement", "label": "Material Terms of Trading Arrangement [Text Block]" } } }, "auth_ref": [ "r904" ] }, "srt_NameOfMajorCustomerDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "NameOfMajorCustomerDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Customer [Domain]", "label": "Customer [Domain]", "documentation": "Single external customer or group of external customers." } } }, "auth_ref": [ "r325", "r800", "r978", "r1016", "r1017" ] }, "ecd_NamedExecutiveOfficersFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NamedExecutiveOfficersFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Named Executive Officers, Footnote", "label": "Named Executive Officers, Footnote [Text Block]" } } }, "auth_ref": [ "r877" ] }, "vnom_NaturalGasIncomeMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NaturalGasIncomeMember", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Natural gas income", "label": "Natural Gas Income [Member]", "documentation": "Natural Gas Income" } } }, "auth_ref": [] }, "vnom_NaturalGasLiquidsIncomeMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NaturalGasLiquidsIncomeMember", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Natural gas liquids income", "label": "Natural Gas Liquids Income [Member]", "documentation": "Natural Gas Liquids Income" } } }, "auth_ref": [] }, "srt_NaturalGasLiquidsReservesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "NaturalGasLiquidsReservesMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Natural Gas Liquids", "label": "Natural Gas Liquids [Member]", "documentation": "Natural gas liquids that include, but are not limited to, ethane, propane, natural gasoline, butane and isobutane." } } }, "auth_ref": [ "r218", "r605", "r979" ] }, "srt_NaturalGasPerThousandCubicFeetMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "NaturalGasPerThousandCubicFeetMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "NATURAL GAS", "label": "Natural Gas and Natural Gas Liquids [Member]", "documentation": "Flammable gas occurring naturally underground and liquid or liquefied hydrocarbon produced in manufacture, purification and stabilization of natural gas." } } }, "auth_ref": [ "r929" ] }, "srt_NaturalGasReservesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "NaturalGasReservesMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Natural Gas", "label": "Natural Gas [Member]", "documentation": "Natural gas composed primarily of methane gas, excluding liquid or condensate natural gas." } } }, "auth_ref": [ "r218", "r606" ] }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInFinancingActivities", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash provided by (used in) financing activities", "label": "Net Cash Provided by (Used in) Financing Activities", "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit." } } }, "auth_ref": [ "r260" ] }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Cash flows from financing activities:", "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInInvestingActivities", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash provided by (used in) investing activities", "label": "Net Cash Provided by (Used in) Investing Activities", "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets." } } }, "auth_ref": [ "r260" ] }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Cash flows from investing activities:", "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInOperatingActivities", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "totalLabel": "Net cash provided by (used in) operating activities", "label": "Net Cash Provided by (Used in) Operating Activities", "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities." } } }, "auth_ref": [ "r148", "r149", "r150" ] }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Cash flows from operating activities:", "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NetIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetIncomeLoss", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails": { "parentTag": "us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestChangeDueToNetIncomeAttributableToParentAndEffectsOfChangesNet", "weight": 1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": 1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYOwnershipInterestinSubsidiaryChangesDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity", "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "totalLabel": "Net income (loss) attributable to Viper Energy, Inc.", "netLabel": "Net income (loss)", "verboseLabel": "Net income (loss) attributable to the Company", "terseLabel": "Net income (loss) attributable to the period", "label": "Net Income (Loss)", "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent." } } }, "auth_ref": [ "r140", "r150", "r185", "r235", "r248", "r249", "r253", "r266", "r278", "r280", "r281", "r282", "r283", "r286", "r287", "r294", "r309", "r315", "r319", "r321", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r528", "r539", "r631", "r708", "r728", "r729", "r789", "r828", "r972" ] }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Net income (loss) attributable to non-controlling interest", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest." } } }, "auth_ref": [ "r71", "r169", "r248", "r249", "r286", "r287", "r630", "r949" ] }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Net income (loss) attributable to common stockholders", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders." } } }, "auth_ref": [ "r257", "r280", "r281", "r282", "r283", "r289", "r290", "r296", "r301", "r309", "r315", "r319", "r321", "r789" ] }, "srt_NetIncreaseDecreaseInSalesAndTransferPricesAndProductionCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "NetIncreaseDecreaseInSalesAndTransferPricesAndProductionCosts", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net changes in prices and production costs", "label": "Net Increase (Decrease) in Sales and Transfer Prices and Production Costs", "documentation": "Amount of increase (decrease) in standardized measure of discounted future net cash flow as a result of change in sales and transfer prices and in production (lifting) costs related to future production." } } }, "auth_ref": [ "r206", "r213", "r218", "r779" ] }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Recent Accounting Pronouncements", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact." } } }, "auth_ref": [] }, "ecd_NonGaapMeasureDescriptionTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonGaapMeasureDescriptionTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Non-GAAP Measure Description", "label": "Non-GAAP Measure Description [Text Block]" } } }, "auth_ref": [ "r876" ] }, "ecd_NonNeosMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonNeosMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Non-NEOs", "label": "Non-NEOs [Member]" } } }, "auth_ref": [ "r845", "r857", "r867", "r884", "r893" ] }, "ecd_NonPeoNeoAvgCompActuallyPaidAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonPeoNeoAvgCompActuallyPaidAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Non-PEO NEO Average Compensation Actually Paid Amount", "label": "Non-PEO NEO Average Compensation Actually Paid Amount" } } }, "auth_ref": [ "r874" ] }, "ecd_NonPeoNeoAvgTotalCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonPeoNeoAvgTotalCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Non-PEO NEO Average Total Compensation Amount", "label": "Non-PEO NEO Average Total Compensation Amount" } } }, "auth_ref": [ "r873" ] }, "ecd_NonPeoNeoMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonPeoNeoMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Non-PEO NEO", "label": "Non-PEO NEO [Member]" } } }, "auth_ref": [ "r884" ] }, "ecd_NonRule10b51ArrAdoptedFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonRule10b51ArrAdoptedFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Non-Rule 10b5-1 Arrangement Adopted", "label": "Non-Rule 10b5-1 Arrangement Adopted [Flag]" } } }, "auth_ref": [ "r904" ] }, "ecd_NonRule10b51ArrTrmntdFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "NonRule10b51ArrTrmntdFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Non-Rule 10b5-1 Arrangement Terminated", "label": "Non-Rule 10b5-1 Arrangement Terminated [Flag]" } } }, "auth_ref": [ "r904" ] }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NoncashInvestingAndFinancingItemsAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Supplemental disclosure of non\u2014cash transactions:", "label": "Noncash Investing and Financing Items [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NoncontrollingInterestMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NoncontrollingInterestMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Non-Controlling Interest", "label": "Noncontrolling Interest [Member]", "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest." } } }, "auth_ref": [ "r67", "r422", "r957", "r958", "r959", "r1020" ] }, "vnom_NoncurrentAssetsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NoncurrentAssetsMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Noncurrent Assets", "label": "Noncurrent Assets [Member]", "documentation": "Noncurrent Assets" } } }, "auth_ref": [] }, "vnom_NoncurrentLiabilitiesMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NoncurrentLiabilitiesMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Noncurrent Liabilities", "label": "Noncurrent Liabilities [Member]", "documentation": "Noncurrent Liabilities" } } }, "auth_ref": [] }, "us-gaap_NonoperatingIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NonoperatingIncomeExpense", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "totalLabel": "Total other expense, net", "label": "Nonoperating Income (Expense)", "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business)." } } }, "auth_ref": [ "r144" ] }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NonoperatingIncomeExpenseAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Other income (expense):", "label": "Nonoperating Income (Expense) [Abstract]" } } }, "auth_ref": [] }, "us-gaap_NonrelatedPartyMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "NonrelatedPartyMember", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Nonrelated Party", "label": "Nonrelated Party [Member]", "documentation": "Party not related to reporting entity." } } }, "auth_ref": [ "r955", "r956" ] }, "vnom_NorthernMidlandBasinMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NorthernMidlandBasinMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Northern Midland Basin", "label": "Northern Midland Basin [Member]", "documentation": "Northern Midland Basin [Member]" } } }, "auth_ref": [] }, "vnom_NumberOfHorizontalWellsDevelopedWorkingInterestGross": { "xbrltype": "integerItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NumberOfHorizontalWellsDevelopedWorkingInterestGross", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Number of horizontal wells developed", "label": "Number Of Horizontal Wells Developed, Working Interest, Gross", "documentation": "Number Of Horizontal Wells Developed, Working Interest, Gross" } } }, "auth_ref": [] }, "vnom_NumberOfReservesClassifiedAsProvedAndDevelopedNonProducing": { "xbrltype": "integerItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "NumberOfReservesClassifiedAsProvedAndDevelopedNonProducing", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Reserves were classified as proved developed non-producing", "label": "Number of Reserves Classified as Proved and Developed Non-Producing", "documentation": "Number of Reserves Classified as Proved and Developed Non-Producing" } } }, "auth_ref": [] }, "us-gaap_OffsettingAssetsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OffsettingAssetsTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Offsetting Assets", "label": "Offsetting Assets [Table Text Block]", "documentation": "Tabular disclosure of derivative and other financial assets that are subject to offsetting, including master netting arrangements." } } }, "auth_ref": [ "r136", "r247" ] }, "us-gaap_OffsettingLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OffsettingLiabilitiesTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Offsetting Liabilities", "label": "Offsetting Liabilities [Table Text Block]", "documentation": "Tabular disclosure of derivative and other financial liabilities that are subject to offsetting, including master netting arrangements." } } }, "auth_ref": [ "r136", "r247" ] }, "us-gaap_OilAndGasExplorationAndProductionIndustriesDisclosuresAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasExplorationAndProductionIndustriesDisclosuresAbstract", "lang": { "en-us": { "role": { "label": "Oil and Gas Exploration and Production Industries Disclosures [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OilAndGasExplorationAndProductionIndustriesDisclosuresTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasExplorationAndProductionIndustriesDisclosuresTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnaudited" ], "lang": { "en-us": { "role": { "terseLabel": "Supplemental Information on Oil and Natural Gas Operations (Unaudited)", "label": "Oil and Gas Exploration and Production Industries Disclosures [Text Block]", "documentation": "The entire disclosure for oil and gas producing industries." } } }, "auth_ref": [ "r174" ] }, "srt_OilAndGasNetProductionAverageSalesPriceAndAverageProductionCostsDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "OilAndGasNetProductionAverageSalesPriceAndAverageProductionCostsDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Average First-Day-of-the-Month Price for Oil, Natural Gas and Natural Gas Liquids", "label": "Oil and Gas, Average Sale Price and Production Cost [Table Text Block]", "documentation": "Tabular disclosure of oil and gas sale price and production cost, including, but not limited to, average sale price and production cost per unit." } } }, "auth_ref": [ "r933" ] }, "us-gaap_OilAndGasPropertiesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasPropertiesMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil and Gas Properties", "label": "Oil and Gas Properties [Member]", "documentation": "Assets used to produce oil or gas." } } }, "auth_ref": [] }, "us-gaap_OilAndGasPropertiesPolicyPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasPropertiesPolicyPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Oil and Natural Gas Properties", "label": "Oil and Gas Properties Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for oil and gas property which may include the basis of such assets, depreciation methods used and estimated useful lives, the entity's capitalization policy, including its accounting treatment for costs incurred for repairs and maintenance activities, whether such asset balances include capitalized interest and the method by which such is calculated, how disposals of such assets are accounted for and how impairment of such assets is assessed and recognized." } } }, "auth_ref": [ "r6" ] }, "us-gaap_OilAndGasPropertiesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasPropertiesTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTS" ], "lang": { "en-us": { "role": { "terseLabel": "OIL AND NATURAL GAS INTERESTS", "label": "Oil and Gas Properties [Text Block]", "documentation": "The entire disclosure for properties used in normal conduct of oil and gas exploration and producing operations. This disclosure may include property accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives." } } }, "auth_ref": [ "r177" ] }, "us-gaap_OilAndGasPropertyFullCostMethodDepletion": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasPropertyFullCostMethodDepletion", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": "us-gaap_OilAndGasPropertyFullCostMethodNet", "weight": -1.0, "order": 2.0 }, "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Accumulated depletion and impairment", "negatedLabel": "Accumulated depletion and impairment", "label": "Oil and Gas Property, Full Cost Method, Depletion", "documentation": "Depletion of oil and gas property carried under the full cost method." } } }, "auth_ref": [] }, "us-gaap_OilAndGasPropertyFullCostMethodGross": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasPropertyFullCostMethodGross", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0, "order": 1.0 }, "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": "us-gaap_OilAndGasPropertyFullCostMethodNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Oil and natural gas interests, full cost method of accounting ($1,769,341 and $1,297,221 excluded from depletion at December\u00a031, 2023 and December 31, 2022, respectively)", "totalLabel": "Gross oil and natural gas interests", "label": "Oil and Gas Property, Full Cost Method, Gross", "documentation": "Oil and gas properties, gross, carried under the full cost method." } } }, "auth_ref": [] }, "us-gaap_OilAndGasPropertyFullCostMethodNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OilAndGasPropertyFullCostMethodNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Oil and natural gas interests, net", "label": "Oil and Gas Property, Full Cost Method, Net", "documentation": "Oil and gas properties, net of depletion, carried under the full cost method." } } }, "auth_ref": [] }, "vnom_OilIncomeMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "OilIncomeMember", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil income", "label": "Oil Income [Member]", "documentation": "Oil Income" } } }, "auth_ref": [] }, "vnom_OilProductionPerDay": { "xbrltype": "volumeItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "OilProductionPerDay", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Daily oil production", "label": "Oil Production Per Day", "documentation": "Oil Production Per Day" } } }, "auth_ref": [] }, "srt_OilReservesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "OilReservesMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Oil", "label": "Oil [Member]", "documentation": "Crude oil, which may also include condensate and natural gas liquids." } } }, "auth_ref": [ "r218", "r605" ] }, "vnom_OperatingCompanyRevolvingCreditFacilityMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "OperatingCompanyRevolvingCreditFacilityMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Operating Company Revolving Credit Facility", "label": "Operating Company Revolving Credit Facility [Member]", "documentation": "Operating Company Revolving Credit Facility [Member]" } } }, "auth_ref": [] }, "vnom_OperatingCompanyShareMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "OperatingCompanyShareMember", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Operating Company Share", "label": "Operating Company Share [Member]", "documentation": "Operating Company Share" } } }, "auth_ref": [] }, "vnom_OperatingCompanyUnitMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "OperatingCompanyUnitMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Operating Company Unit", "label": "Operating Company Unit [Member]", "documentation": "Operating Company Unit" } } }, "auth_ref": [] }, "us-gaap_OperatingExpenses": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingExpenses", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "totalLabel": "Total costs and expenses", "label": "Operating Expenses", "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense." } } }, "auth_ref": [] }, "us-gaap_OperatingExpensesAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingExpensesAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Costs and expenses:", "label": "Operating Expenses [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OperatingIncomeLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingIncomeLoss", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "totalLabel": "Income (loss) from operations", "label": "Operating Income (Loss)", "documentation": "The net result for the period of deducting operating expenses from operating revenues." } } }, "auth_ref": [ "r309", "r315", "r319", "r321", "r789" ] }, "us-gaap_OperatingIncomeLossAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingIncomeLossAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Operating income:", "label": "Operating Income (Loss) [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OperatingLossCarryforwards": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLossCarryforwards", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Operating loss carryforwards", "label": "Operating Loss Carryforwards", "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws." } } }, "auth_ref": [ "r63" ] }, "us-gaap_OperatingLossCarryforwardsLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLossCarryforwardsLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Operating Loss Carryforwards [Line Items]", "label": "Operating Loss Carryforwards [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_OperatingLossCarryforwardsTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OperatingLossCarryforwardsTable", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Operating Loss Carryforwards [Table]", "label": "Operating Loss Carryforwards [Table]", "documentation": "Schedule reflecting pertinent information, such as tax authority, amounts, and expiration dates, of net operating loss carryforwards, including an assessment of the likelihood of utilization." } } }, "auth_ref": [ "r62" ] }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "lang": { "en-us": { "role": { "terseLabel": "Organization, Consolidation and Presentation of Financial Statements [Abstract]", "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "auth_ref": [] }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATION" ], "lang": { "en-us": { "role": { "terseLabel": "Organization and Basis of Presentation", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure." } } }, "auth_ref": [ "r115", "r168", "r649", "r650" ] }, "vnom_Other2021AcquisitionsMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "Other2021AcquisitionsMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Other 2021 Acquisitions", "label": "Other 2021 Acquisitions [Member]", "documentation": "Other 2021 Acquisitions [Member]" } } }, "auth_ref": [] }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAccruedLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Total accrued liabilities", "label": "Other Accrued Liabilities, Current", "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r25" ] }, "us-gaap_OtherAssetsNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherAssetsNoncurrent", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Other assets", "label": "Other Assets, Noncurrent", "documentation": "Amount of noncurrent assets classified as other." } } }, "auth_ref": [ "r239" ] }, "us-gaap_OtherCommitment": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherCommitment", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Other commitment", "label": "Other Commitment", "documentation": "Minimum amount of other commitment not otherwise specified in the taxonomy. Excludes commitments explicitly modeled in the taxonomy, including but not limited to, long-term and short-term purchase commitments, recorded and unrecorded purchase obligations, supply commitments, registration payment arrangements, leases, debt, product warranties, guarantees, environmental remediation obligations, and pensions." } } }, "auth_ref": [] }, "us-gaap_OtherCostAndExpenseOperating": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherCostAndExpenseOperating", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Other operating expense", "label": "Other Cost and Expense, Operating", "documentation": "The total amount of other operating cost and expense items that are associated with the entity's normal revenue producing operation." } } }, "auth_ref": [ "r142", "r634" ] }, "us-gaap_OtherNonoperatingIncomeExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherNonoperatingIncomeExpense", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Other income, net", "label": "Other Nonoperating Income (Expense)", "documentation": "Amount of income (expense) related to nonoperating activities, classified as other." } } }, "auth_ref": [ "r145" ] }, "us-gaap_OtherOperatingActivitiesCashFlowStatement": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherOperatingActivitiesCashFlowStatement", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 11.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Other", "label": "Other Operating Activities, Cash Flow Statement", "documentation": "Other cash or noncash adjustments to reconcile net income to cash provided by (used in) operating activities that are not separately disclosed in the statement of cash flows (for example, cash received or cash paid during the current period for miscellaneous operating activities, net change during the reporting period in other assets or other liabilities)." } } }, "auth_ref": [] }, "us-gaap_OtherOperatingIncome": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherOperatingIncome", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_Revenues", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Other operating income", "label": "Other Operating Income", "documentation": "The total amount of other operating income, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operation." } } }, "auth_ref": [ "r141" ] }, "us-gaap_OtherOwnershipInterestMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherOwnershipInterestMember", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Non-Controlling Interest", "label": "Other Ownership Interest [Member]", "documentation": "Holder of an ownership interest in a partnership who is not classified as a general partner, preferred partner, or limited partner." } } }, "auth_ref": [] }, "ecd_OtherPerfMeasureAmt": { "xbrltype": "decimalItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OtherPerfMeasureAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Other Performance Measure, Amount", "label": "Other Performance Measure, Amount" } } }, "auth_ref": [ "r876" ] }, "us-gaap_OtherSundryLiabilitiesCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherSundryLiabilitiesCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails": { "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Other", "label": "Other Sundry Liabilities, Current", "documentation": "Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are due within one year or operating cycle, if longer, from the balance sheet date." } } }, "auth_ref": [ "r25", "r49" ] }, "us-gaap_OtherTaxExpenseBenefit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "OtherTaxExpenseBenefit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails": { "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESReconciliationofStatutoryFederalIncometaxDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Other, net", "label": "Other Tax Expense (Benefit)", "documentation": "Amount of other income tax expense (benefit)." } } }, "auth_ref": [ "r267", "r981", "r985" ] }, "ecd_OutstandingAggtErrCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OutstandingAggtErrCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Outstanding Aggregate Erroneous Compensation Amount", "label": "Outstanding Aggregate Erroneous Compensation Amount" } } }, "auth_ref": [ "r843", "r855", "r865", "r891" ] }, "ecd_OutstandingRecoveryCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OutstandingRecoveryCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Compensation Amount", "label": "Outstanding Recovery Compensation Amount" } } }, "auth_ref": [ "r846", "r858", "r868", "r894" ] }, "ecd_OutstandingRecoveryIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "OutstandingRecoveryIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Name", "label": "Outstanding Recovery, Individual Name" } } }, "auth_ref": [ "r846", "r858", "r868", "r894" ] }, "srt_OwnershipAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "OwnershipAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ownership [Axis]", "label": "Ownership [Axis]", "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment." } } }, "auth_ref": [] }, "srt_OwnershipDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "OwnershipDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ownership [Domain]", "label": "Ownership [Domain]", "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment." } } }, "auth_ref": [] }, "vnom_OwnershipPercentageByParent": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "OwnershipPercentageByParent", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ownership percentage by parent", "label": "Ownership Percentage By Parent", "documentation": "Ownership Percentage By Parent" } } }, "auth_ref": [] }, "us-gaap_PartnerTypeOfPartnersCapitalAccountAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnerTypeOfPartnersCapitalAccountAxis", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Partner Type [Axis]", "label": "Partner Type [Axis]", "documentation": "Information by type or class of partner's capital account. Examples of classes of partners include, but not limited to, general partners, limited partners, preferred partners, and other ownership interests." } } }, "auth_ref": [ "r59", "r664" ] }, "us-gaap_PartnerTypeOfPartnersCapitalAccountNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnerTypeOfPartnersCapitalAccountNameDomain", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Partner Type of Partners' Capital Account, Name [Domain]", "label": "Partner Type of Partners' Capital Account, Name [Domain]", "documentation": "Capital accounts of each type or class of partner. Examples of classes of partners include, but are not limited to, general partners, limited partners, preferred partners, and other ownership interests." } } }, "auth_ref": [ "r162", "r664" ] }, "us-gaap_PartnersCapitalAccountExchangesAndConversions": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnersCapitalAccountExchangesAndConversions", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares", "label": "Partners' Capital Account, Exchanges and Conversions", "documentation": "Total change in each class of partners' capital accounts during the year due to exchanges and conversions. Partners include general, limited and preferred partners." } } }, "auth_ref": [ "r161", "r162" ] }, "vnom_PartnersCapitalAccountIssuedToRelatedParties": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "PartnersCapitalAccountIssuedToRelatedParties", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common shares/units issued to related party", "label": "Partners' Capital Account, Issued to Related Parties", "documentation": "Partners' Capital Account, Issued to Related Parties" } } }, "auth_ref": [] }, "us-gaap_PartnersCapitalAccountUnitBasedCompensation": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnersCapitalAccountUnitBasedCompensation", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Unit-based compensation", "label": "Partners' Capital Account, Unit-Based Payment Arrangement, Amount", "documentation": "Amount of increase (decrease) in partners' capital account for unit-based payment arrangement issued by partnership. Partner includes, but is not limited to, general, limited and preferred partners." } } }, "auth_ref": [ "r161", "r162" ] }, "us-gaap_PartnersCapitalAccountUnits": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnersCapitalAccountUnits", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "periodStartLabel": "Beginning balance (in shares)", "periodEndLabel": "Ending balance (in shares)", "label": "Partners' Capital Account, Units", "documentation": "The number of each class of partnership units outstanding at the balance sheet date. Units represent shares of ownership of the general, limited, and preferred partners." } } }, "auth_ref": [ "r59" ] }, "us-gaap_PartnersCapitalAccountUnitsConverted": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnersCapitalAccountUnitsConverted", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares (in shares)", "label": "Partners' Capital Account, Units, Converted", "documentation": "The number of units converted into shares of each class of partners' capital account. Units represent shares of ownership of the general, limited, and preferred partners." } } }, "auth_ref": [ "r161", "r162" ] }, "vnom_PartnersCapitalAccountUnitsIssuedToRelatedParties": { "xbrltype": "sharesItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "PartnersCapitalAccountUnitsIssuedToRelatedParties", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common shares/units issued to related party (in shares)", "label": "Partners' Capital Account, Units, Issued to Related Parties", "documentation": "Partners' Capital Account, Units, Issued to Related Parties" } } }, "auth_ref": [] }, "us-gaap_PartnersCapitalIncludingPortionAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PartnersCapitalIncludingPortionAttributableToNoncontrollingInterest", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "periodStartLabel": "Beginning balance", "periodEndLabel": "Ending balance", "label": "Partners' Capital, Including Portion Attributable to Noncontrolling Interest", "documentation": "Amount of partners' capital (deficit), including portions attributable to both the parent and noncontrolling interests. Excludes temporary equity and is sometimes called permanent equity." } } }, "auth_ref": [ "r161" ] }, "ecd_PayVsPerformanceDisclosureLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PayVsPerformanceDisclosureLineItems", "lang": { "en-us": { "role": { "label": "Pay vs Performance Disclosure [Line Items]" } } }, "auth_ref": [ "r872" ] }, "vnom_PaymentsForAssetAcquisitions": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "PaymentsForAssetAcquisitions", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Payments for asset acquisitions", "label": "Payments For Asset Acquisitions", "documentation": "Payments For Asset Acquisitions" } } }, "auth_ref": [] }, "vnom_PaymentsForRepurchaseOfCommonStockUnits": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "PaymentsForRepurchaseOfCommonStockUnits", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 8.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Repurchased shares/units under buyback program", "label": "Payments For Repurchase Of Common Stock Units", "documentation": "Payments For Repurchase Of Common Stock Units" } } }, "auth_ref": [] }, "us-gaap_PaymentsOfCapitalDistribution": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsOfCapitalDistribution", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 9.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Dividends/distributions to Diamondback", "label": "Payments of Capital Distribution", "documentation": "Cash outflow to owners or shareholders, excluding ordinary dividends. Includes special dividends." } } }, "auth_ref": [ "r33" ] }, "us-gaap_PaymentsOfDividendsCommonStock": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsOfDividendsCommonStock", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Dividends/distributions to shareholders", "label": "Payments of Ordinary Dividends, Common Stock", "documentation": "Amount of cash outflow in the form of ordinary dividends to common shareholders of the parent entity." } } }, "auth_ref": [ "r33" ] }, "us-gaap_PaymentsToAcquireMineralRights": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PaymentsToAcquireMineralRights", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedLabel": "Acquisitions of oil and natural gas interests", "label": "Payments to Acquire Mineral Rights", "documentation": "The cash outflow from the acquisition of a mineral right which is the right to extract a mineral from the earth or to receive payment, in the form of royalty, for the extraction of minerals." } } }, "auth_ref": [ "r147" ] }, "ecd_PeerGroupIssuersFnTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeerGroupIssuersFnTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Peer Group Issuers, Footnote", "label": "Peer Group Issuers, Footnote [Text Block]" } } }, "auth_ref": [ "r875" ] }, "ecd_PeerGroupTotalShareholderRtnAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeerGroupTotalShareholderRtnAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Peer Group Total Shareholder Return Amount", "label": "Peer Group Total Shareholder Return Amount" } } }, "auth_ref": [ "r875" ] }, "ecd_PeoActuallyPaidCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoActuallyPaidCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "PEO Actually Paid Compensation Amount", "label": "PEO Actually Paid Compensation Amount" } } }, "auth_ref": [ "r874" ] }, "ecd_PeoMember": { "xbrltype": "domainItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "PEO", "label": "PEO [Member]" } } }, "auth_ref": [ "r884" ] }, "ecd_PeoName": { "xbrltype": "normalizedStringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoName", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "PEO Name", "label": "PEO Name" } } }, "auth_ref": [ "r877" ] }, "ecd_PeoTotalCompAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PeoTotalCompAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "PEO Total Compensation Amount", "label": "PEO Total Compensation Amount" } } }, "auth_ref": [ "r873" ] }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PortionAtFairValueFairValueDisclosureMember", "presentation": [ "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Portion at Fair Value Measurement", "label": "Portion at Fair Value Measurement [Member]", "documentation": "Measured at fair value for financial reporting purposes." } } }, "auth_ref": [ "r537" ] }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PrepaidExpenseAndOtherAssetsCurrent", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Prepaid expenses and other current assets", "label": "Prepaid Expense and Other Assets, Current", "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer." } } }, "auth_ref": [ "r948" ] }, "us-gaap_PriorPeriodReclassificationAdjustmentDescription": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PriorPeriodReclassificationAdjustmentDescription", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Reclassifications", "label": "Reclassification, Comparability Adjustment [Policy Text Block]", "documentation": "Disclosure of accounting policy for reclassification affecting comparability of financial statement. Excludes amendment to accounting standards, other change in accounting principle, and correction of error." } } }, "auth_ref": [ "r945" ] }, "us-gaap_ProceedsFromIssuanceOfSeniorLongTermDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromIssuanceOfSeniorLongTermDebt", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from senior notes", "label": "Proceeds from Issuance of Senior Long-Term Debt", "documentation": "The cash inflow from a borrowing with the highest claim on the assets of the entity in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle, if longer)." } } }, "auth_ref": [ "r32" ] }, "us-gaap_ProceedsFromIssuanceOrSaleOfEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromIssuanceOrSaleOfEquity", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from public offering to Diamondback", "label": "Proceeds from Issuance or Sale of Equity", "documentation": "The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity." } } }, "auth_ref": [ "r2", "r653" ] }, "us-gaap_ProceedsFromLinesOfCredit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromLinesOfCredit", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from borrowings under credit facility", "label": "Proceeds from Lines of Credit", "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements." } } }, "auth_ref": [ "r32", "r952" ] }, "us-gaap_ProceedsFromPaymentsForOtherFinancingActivities": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromPaymentsForOtherFinancingActivities", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0, "order": 5.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Other", "label": "Proceeds from (Payments for) Other Financing Activities", "documentation": "Amount of cash inflow (outflow) from financing activities classified as other." } } }, "auth_ref": [ "r913", "r950" ] }, "vnom_ProceedsFromRepaymentsForSaleOfPropertyPlantAndEquipment": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProceedsFromRepaymentsForSaleOfPropertyPlantAndEquipment", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from sale of oil and natural gas interests", "label": "Proceeds from (Repayments for) Sale of Property, Plant, and Equipment", "documentation": "Proceeds from (Repayments for) Sale of Property, Plant, and Equipment" } } }, "auth_ref": [] }, "us-gaap_ProceedsFromSaleOfProductiveAssets": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProceedsFromSaleOfProductiveAssets", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proceeds from sale of acres", "label": "Proceeds from Sale of Productive Assets", "documentation": "The cash inflow from the sale of property, plant and equipment (capital expenditures), software, and other intangible assets." } } }, "auth_ref": [ "r146" ] }, "srt_ProductOrServiceAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProductOrServiceAxis", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Product and Service [Axis]", "label": "Product and Service [Axis]", "documentation": "Information by product and service, or group of similar products and similar services." } } }, "auth_ref": [ "r322", "r590", "r636", "r637", "r638", "r639", "r640", "r641", "r777", "r798", "r817", "r922", "r969", "r970", "r978", "r1016" ] }, "us-gaap_ProductionTaxExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProductionTaxExpense", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Production and ad valorem taxes", "label": "Production Tax Expense", "documentation": "A tax assessed on oil and gas production." } } }, "auth_ref": [ "r139" ] }, "srt_ProductsAndServicesDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProductsAndServicesDomain", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Product and Service [Domain]", "label": "Product and Service [Domain]", "documentation": "Product or service, or a group of similar products or similar services." } } }, "auth_ref": [ "r322", "r590", "r636", "r637", "r638", "r639", "r640", "r641", "r777", "r798", "r817", "r922", "r969", "r970", "r978", "r1016" ] }, "us-gaap_ProfitLoss": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ProfitLoss", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0, "order": 1.0 }, "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0, "order": 6.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "totalLabel": "Net income (loss)", "verboseLabel": "Net income (loss)", "terseLabel": "Net income (loss)", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest." } } }, "auth_ref": [ "r235", "r248", "r249", "r259", "r266", "r278", "r286", "r287", "r309", "r315", "r319", "r321", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r509", "r512", "r513", "r528", "r539", "r620", "r629", "r660", "r708", "r728", "r729", "r789", "r812", "r813", "r829", "r949", "r972" ] }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Property:", "label": "Property, Plant and Equipment [Abstract]" } } }, "auth_ref": [] }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentByTypeAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-Lived Tangible Asset [Axis]", "label": "Long-Lived Tangible Asset [Axis]", "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale." } } }, "auth_ref": [ "r6" ] }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Property, Plant and Equipment [Line Items]", "label": "Property, Plant and Equipment [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [] }, "us-gaap_PropertyPlantAndEquipmentNet": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentNet", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_Assets", "weight": 1.0, "order": 4.0 }, "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Property, net", "label": "Property, Plant and Equipment, Net", "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures." } } }, "auth_ref": [ "r6", "r621", "r627", "r814" ] }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PropertyPlantAndEquipmentTypeDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Long-Lived Tangible Asset [Domain]", "label": "Long-Lived Tangible Asset [Domain]", "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software." } } }, "auth_ref": [ "r153" ] }, "srt_ProvedDevelopedAndUndevelopedOilAndGasReserveQuantitiesTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedOilAndGasReserveQuantitiesTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table]", "label": "Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table]", "documentation": "Detailed information on net quantities of proved reserves by geographic area." } } }, "auth_ref": [ "r218", "r604", "r607", "r613", "r614", "r615", "r618", "r815" ] }, "srt_ProvedDevelopedAndUndevelopedReserveEnergyRollForward": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReserveEnergyRollForward", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved Undeveloped Reserves (Energy)", "label": "Proved Developed and Undeveloped Reserve (Energy) [Roll Forward]", "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period." } } }, "auth_ref": [] }, "srt_ProvedDevelopedAndUndevelopedReserveExtensionAndDiscoveryEnergy": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReserveExtensionAndDiscoveryEnergy", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Extensions and discoveries", "label": "Proved Developed and Undeveloped Reserve, Extension and Discovery (Energy)", "documentation": "Energy measure of increase in quantity of proved reserve of oil and gas resulting from the extension of the proved acreage of previously discovered reservoir or discovery of new field with proved reserve or of new reservoir of proved reserve in old field, stated in a unit of energy. For example, but not limited to, barrel of oil equivalents (BOE) or one thousand cubic feet of natural gas equivalent (Mcfe)." } } }, "auth_ref": [ "r928", "r1011" ] }, "srt_ProvedDevelopedAndUndevelopedReserveNetEnergy": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReserveNetEnergy", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "periodStartLabel": "Total, beginning balance", "periodEndLabel": "Total, ending balance", "label": "Proved Developed and Undeveloped Reserve, Net (Energy)", "documentation": "Energy measure of proved reserve of oil and gas, stated in a unit of energy. For example, but not limited to, barrel of oil equivalents (BOE) or one thousand cubic feet of natural gas equivalent (Mcfe)." } } }, "auth_ref": [ "r218", "r604" ] }, "srt_ProvedDevelopedAndUndevelopedReserveProductionEnergy": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReserveProductionEnergy", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Production", "label": "Proved Developed and Undeveloped Reserve, Production (Energy)", "documentation": "Energy measure of decrease in quantity of proved reserve of oil and gas resulting from production, stated in a unit of energy. For example, but not limited to, barrel of oil equivalents (BOE) or one thousand cubic feet of natural gas equivalent (Mcfe)." } } }, "auth_ref": [ "r928", "r1012" ] }, "srt_ProvedDevelopedAndUndevelopedReservePurchaseOfMineralInPlaceEnergy": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservePurchaseOfMineralInPlaceEnergy", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase of reserves in place", "label": "Proved Developed and Undeveloped Reserve, Purchase of Mineral in Place (Energy)", "documentation": "Energy measure of increase in quantity of proved reserve of oil and gas resulting from purchase of mineral in place, stated in a unit of energy. For example, but not limited to, barrel of oil equivalents (BOE) or one thousand cubic feet of natural gas equivalent (Mcfe)." } } }, "auth_ref": [ "r928", "r1010" ] }, "srt_ProvedDevelopedAndUndevelopedReserveRevisionOfPreviousEstimateEnergy": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReserveRevisionOfPreviousEstimateEnergy", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Revisions of previous estimates", "label": "Proved Developed and Undeveloped Reserve, Revision of Previous Estimate (Energy)", "documentation": "Energy measure of increase (decrease) in quantity of proved reserve of oil and gas related to revision of a previous estimate resulting from new information, except for an increase in proved acreage, or change in economic factors, stated in a unit of energy. For example, but not limited to, barrel of oil equivalents (BOE) or one thousand cubic feet of natural gas equivalent (Mcfe)." } } }, "auth_ref": [ "r928", "r1009" ] }, "srt_ProvedDevelopedAndUndevelopedReservesExtensionsDiscoveriesAndAdditions": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesExtensionsDiscoveriesAndAdditions", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Extensions and discoveries", "label": "Proved Developed and Undeveloped Reserves, Extensions, Discoveries, and Additions", "documentation": "Additions to proved reserves that result from (1) extension of the proved acreage of previously discovered (old) reservoirs through additional drilling in periods after discovery and (2) discovery of new fields with proved reserves or of new reservoirs of proved reserves in old fields." } } }, "auth_ref": [ "r218", "r610" ] }, "srt_ProvedDevelopedAndUndevelopedReservesNet": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesNet", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "periodStartLabel": "Beginning of the period", "periodEndLabel": "End of period", "label": "Proved Developed and Undeveloped Reserves, Net", "documentation": "The net quantity of proved reserves as of the balance sheet date. Proved oil reserves are the estimated quantities of crude oil and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable." } } }, "auth_ref": [ "r218", "r604" ] }, "srt_ProvedDevelopedAndUndevelopedReservesProduction": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesProduction", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Production", "label": "Proved Developed and Undeveloped Reserves, Production", "documentation": "Production of proved reserves." } } }, "auth_ref": [ "r218", "r611" ] }, "srt_ProvedDevelopedAndUndevelopedReservesPurchasesOfMineralsInPlace": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesPurchasesOfMineralsInPlace", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchase of reserves in place", "label": "Proved Developed and Undeveloped Reserves, Purchases of Minerals in Place", "documentation": "Purchase of minerals in place." } } }, "auth_ref": [ "r218", "r609" ] }, "srt_ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecrease": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecrease", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Revisions of previous estimates", "label": "Proved Developed and Undeveloped Reserves, Revisions of Previous Estimates", "documentation": "Revisions represent changes in previous estimates of proved reserves, either upward or downward, resulting from new information (except for an increase in proved acreage) normally obtained from development drilling and production history or resulting from change in economic factors." } } }, "auth_ref": [ "r218", "r608" ] }, "vnom_ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToPositiveRevisions": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToPositiveRevisions", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "MBOE of PUDs downgraded due to positive revisions", "label": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Positive Revisions", "documentation": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Positive Revisions" } } }, "auth_ref": [] }, "vnom_ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToPriceAndPerformanceRevision": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToPriceAndPerformanceRevision", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "MBOE of PUDs downgraded due to price and performance revision", "label": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Price And Performance Revision", "documentation": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Price And Performance Revision" } } }, "auth_ref": [] }, "vnom_ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToReclassificationOfDevelopmentPlanAndOptimizationOfInventory": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToReclassificationOfDevelopmentPlanAndOptimizationOfInventory", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "MBOE of PUDs downgraded due to changes in the development plan and optimization of the inventory", "label": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Development Plan And Optimization Of Inventory", "documentation": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Development Plan And Optimization Of Inventory" } } }, "auth_ref": [] }, "vnom_ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToReclassificationOfNonOperatedProperties": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedDevelopedAndUndevelopedReservesRevisionsOfPreviousEstimatesIncreaseDecreaseDueToReclassificationOfNonOperatedProperties", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "MBOE of PUDs downgraded from non-operated properties", "label": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Non-Operated Properties", "documentation": "Proved Developed And Undeveloped Reserves Revisions Of Previous Estimates Increase (Decrease) Due To Reclassification Of Non-Operated Properties" } } }, "auth_ref": [] }, "srt_ProvedDevelopedAndUndevelopedReservesSaleOfMineralInPlaceEnergy": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesSaleOfMineralInPlaceEnergy", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Divestitures", "label": "Proved Developed and Undeveloped Reserves, Sale of Mineral in Place (Energy)", "documentation": "Energy measure of decrease in quantity of proved reserve of oil and gas resulting from sale of mineral in place, stated in a unit of energy. For example, but not limited to, barrel of oil equivalents (BOE) or one thousand cubic feet of natural gas equivalent (Mcfe)." } } }, "auth_ref": [ "r928", "r1013" ] }, "srt_ProvedDevelopedAndUndevelopedReservesSalesOfMineralsInPlace": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedAndUndevelopedReservesSalesOfMineralsInPlace", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Divestitures", "label": "Proved Developed and Undeveloped Reserves, Sales of Minerals in Place", "documentation": "Sales of minerals in place." } } }, "auth_ref": [ "r218", "r612" ] }, "srt_ProvedDevelopedReservesBOE1": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedReservesBOE1", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved developed reserves (energy)", "label": "Proved Developed Reserves (Energy)", "documentation": "Energy measure of interests in proved developed reserves of crude oil, including condensate and natural gas liquids, natural gas, synthetic oil and gas, or other nonrenewable natural resource that is intended to be upgraded into synthetic oil and gas." } } }, "auth_ref": [ "r218", "r604" ] }, "srt_ProvedDevelopedReservesVolume": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedDevelopedReservesVolume", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved developed reserves (volume)", "label": "Proved Developed Reserves (Volume)", "documentation": "Net quantities of an enterprise's interests in proved developed reserves of either crude oil (including condensate and natural gas liquids), natural gas, synthetic oil and gas, or other nonrenewable natural resource that is intended to be upgraded into synthetic oil and gas as of the beginning and the end of the year. \"Net\" quantities of reserves include those relating to the enterprise's operating and nonoperating interests in properties. Quantities of reserves relating to royalty interests owned are included in \"net\" quantities if the necessary information is available to the enterprise. \"Net\" quantities does not include reserves relating to interests of others in properties owned by the enterprise. The unit of measure for reserve quantities is defined as \"barrels\" for oil and synthetic oil reserves or \"cubic feet\" or \"cubic meters\" for natural gas and synthetic gas reserves." } } }, "auth_ref": [ "r218", "r604" ] }, "srt_ProvedUndevelopedReserveBOE1": { "xbrltype": "energyItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedUndevelopedReserveBOE1", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved undeveloped reserves (energy)", "periodStartLabel": "Beginning proved undeveloped reserves at December 31, 2022", "periodEndLabel": "Ending proved undeveloped reserves at December\u00a031, 2023", "label": "Proved Undeveloped Reserves (Energy)", "documentation": "Energy measure of proved undeveloped reserves of crude oil, including condensate and natural gas liquids, natural gas, synthetic oil and gas, or other nonrenewable natural resource that is intended to be upgraded into synthetic oil and gas." } } }, "auth_ref": [ "r218", "r604" ] }, "srt_ProvedUndevelopedReserveVolume": { "xbrltype": "volumeItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ProvedUndevelopedReserveVolume", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Proved undeveloped reserve (volume)", "label": "Proved Undeveloped Reserve (Volume)", "documentation": "Net quantities of an enterprise's interests in proved undeveloped reserves of either crude oil (including condensate and natural gas liquids), natural gas, synthetic oil and gas, or other renewable natural resource that is intended to be upgraded into synthetic oil and gas as of the beginning and the end of the year. \"Net\" quantities of reserves include those relating to the enterprise's operating and nonoperating interests in properties. Quantities of reserves relating to royalty interests owned are included in \"net\" quantities if the necessary information is available to the enterprise. \"Net\" quantities does not include reserves relating to interests of others in properties owned by the enterprise. The unit of measure for reserve quantities is defined as \"barrels\" for oil and synthetic oil reserves or \"cubic feet\" or \"cubic meters\" for natural gas and synthetic gas reserves." } } }, "auth_ref": [ "r218", "r604" ] }, "vnom_ProvedUndevelopedReservesExtensionsandDiscoveries": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedUndevelopedReservesExtensionsandDiscoveries", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Extensions and discoveries", "label": "Proved Undeveloped Reserves, Extensions and Discoveries", "documentation": "Proved Undeveloped Reserves, Extensions and Discoveries" } } }, "auth_ref": [] }, "vnom_ProvedUndevelopedReservesNumberofWellsAdded": { "xbrltype": "integerItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedUndevelopedReservesNumberofWellsAdded", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "New proved undeveloped location", "label": "Proved Undeveloped Reserves Number of Wells Added", "documentation": "Proved Undeveloped Reserves Number of Wells Added" } } }, "auth_ref": [] }, "vnom_ProvedUndevelopedReservesPlannedDevelopmentPeriod": { "xbrltype": "durationItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedUndevelopedReservesPlannedDevelopmentPeriod", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Planned development period", "label": "Proved Undeveloped Reserves, Planned Development Period", "documentation": "Proved Undeveloped Reserves, Planned Development Period" } } }, "auth_ref": [] }, "vnom_ProvedUndevelopedReservesPurchases": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedUndevelopedReservesPurchases", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Purchases", "label": "Proved Undeveloped Reserves, Purchases", "documentation": "Proved Undeveloped Reserves, Purchases" } } }, "auth_ref": [] }, "vnom_ProvedUndevelopedReservesRevisions": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedUndevelopedReservesRevisions", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Revisions", "label": "Proved Undeveloped Reserves, Revisions", "documentation": "Proved Undeveloped Reserves, Revisions" } } }, "auth_ref": [] }, "vnom_ProvedUndevelopedReservesUndevelopedReservesTransferredToBeDeveloped": { "xbrltype": "energyItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ProvedUndevelopedReservesUndevelopedReservesTransferredToBeDeveloped", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedProvedUndevelopedReservesDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Undeveloped reserves transferred to developed", "negatedLabel": "Undeveloped reserves transferred to developed", "label": "Proved Undeveloped Reserves, Undeveloped Reserves Transferred To Be Developed", "documentation": "Proved Undeveloped Reserves, Undeveloped Reserves Transferred To Be Developed" } } }, "auth_ref": [] }, "us-gaap_PutOptionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "PutOptionMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Puts", "label": "Put Option [Member]", "documentation": "A financial contract between two parties, the buyer and the seller (writer) of the option, where the buyer has the right but not the obligation to sell a commodity or financial instrument (the underlying instrument) to the seller (writer) at a certain time for a certain price (the strike price). The seller (writer) has the obligation to purchase the underlying asset at that strike price, if the buyer exercises the option." } } }, "auth_ref": [ "r743", "r744", "r745" ] }, "ecd_PvpTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PvpTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Pay vs Performance Disclosure", "label": "Pay vs Performance Disclosure [Table]" } } }, "auth_ref": [ "r872" ] }, "ecd_PvpTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "PvpTableTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Pay vs Performance Disclosure, Table", "label": "Pay vs Performance [Table Text Block]" } } }, "auth_ref": [ "r872" ] }, "vnom_QuarterlyVariableDividendsGoalAmount": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "QuarterlyVariableDividendsGoalAmount", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Intended quarterly dividends", "label": "Quarterly Variable Dividends, Goal Amount", "documentation": "Quarterly Variable Dividends, Goal Amount" } } }, "auth_ref": [] }, "srt_RangeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "RangeAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Statistical Measurement [Axis]", "label": "Statistical Measurement [Axis]", "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median." } } }, "auth_ref": [ "r374", "r375", "r376", "r377", "r442", "r450", "r474", "r475", "r476", "r565", "r589", "r642", "r678", "r679", "r736", "r738", "r740", "r741", "r752", "r774", "r775", "r790", "r797", "r810", "r818", "r821", "r967", "r976", "r1003", "r1004", "r1005", "r1006", "r1007" ] }, "srt_RangeMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "RangeMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTFinancialCovenantsDetails", "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Statistical Measurement [Domain]", "label": "Statistical Measurement [Domain]", "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median." } } }, "auth_ref": [ "r374", "r375", "r376", "r377", "r442", "r450", "r474", "r475", "r476", "r565", "r589", "r642", "r678", "r679", "r736", "r738", "r740", "r741", "r752", "r774", "r775", "r790", "r797", "r810", "r818", "r821", "r967", "r976", "r1003", "r1004", "r1005", "r1006", "r1007" ] }, "ecd_RecoveryOfErrCompDisclosureLineItems": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RecoveryOfErrCompDisclosureLineItems", "lang": { "en-us": { "role": { "label": "Recovery of Erroneously Awarded Compensation Disclosure [Line Items]" } } }, "auth_ref": [ "r838", "r850", "r860", "r886" ] }, "us-gaap_RelatedPartyDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Related Party [Domain]", "label": "Related Party, Type [Domain]", "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests." } } }, "auth_ref": [ "r449", "r551", "r552", "r681", "r682", "r683", "r684", "r685", "r705", "r707", "r735" ] }, "us-gaap_RelatedPartyMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyMember", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Related Party", "label": "Related Party [Member]", "documentation": "Party related to reporting entity. Includes, but is not limited to, affiliate, entity for which investment is accounted for by equity method, trust for benefit of employees, and principal owner, management, and members of immediate family." } } }, "auth_ref": [ "r269", "r270", "r551", "r552", "r553", "r554", "r681", "r682", "r683", "r684", "r685", "r705", "r707", "r735" ] }, "us-gaap_RelatedPartyTransactionAmountsOfTransaction": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionAmountsOfTransaction", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Related party transaction, amounts of transaction", "label": "Related Party Transaction, Amounts of Transaction", "documentation": "Amount of transactions with related party during the financial reporting period." } } }, "auth_ref": [ "r100", "r551" ] }, "us-gaap_RelatedPartyTransactionAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Related Party Transaction [Axis]", "label": "Related Party Transaction [Axis]", "documentation": "Information by type of related party transaction." } } }, "auth_ref": [ "r551", "r552", "r999" ] }, "us-gaap_RelatedPartyTransactionDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Related Party Transaction [Domain]", "label": "Related Party Transaction [Domain]", "documentation": "Transaction between related party." } } }, "auth_ref": [] }, "us-gaap_RelatedPartyTransactionLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Related Party Transaction [Line Items]", "label": "Related Party Transaction [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r712", "r713", "r714" ] }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Related Party [Axis]", "label": "Related Party, Type [Axis]", "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests." } } }, "auth_ref": [ "r449", "r551", "r552", "r591", "r592", "r593", "r594", "r595", "r596", "r599", "r600", "r602", "r603", "r616", "r617", "r681", "r682", "r683", "r684", "r685", "r705", "r707", "r735", "r999" ] }, "us-gaap_RepaymentsOfLinesOfCredit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RepaymentsOfLinesOfCredit", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 7.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Repayment on credit facility", "label": "Repayments of Lines of Credit", "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements." } } }, "auth_ref": [ "r34", "r952" ] }, "us-gaap_RepaymentsOfSeniorDebt": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RepaymentsOfSeniorDebt", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows": { "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Repayment of senior notes", "label": "Repayments of Senior Debt", "documentation": "The cash outflow for a long-term debt where the holder has highest claim on the entity's asset in case of bankruptcy or liquidation during the period." } } }, "auth_ref": [ "r34" ] }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "RepurchaseAgreementCounterpartyNameDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Counterparty Name [Domain]", "label": "Counterparty Name [Domain]", "documentation": "Named other party that participates in a financial transaction. Examples include, but not limited to, the name of the financial institution." } } }, "auth_ref": [ "r271", "r272", "r390", "r409", "r554", "r783", "r784" ] }, "vnom_RequiredQuarterlyDividendPayment": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "RequiredQuarterlyDividendPayment", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Required Dividend Payment", "label": "Required Quarterly Dividend Payment", "documentation": "Required Quarterly Dividend Payment" } } }, "auth_ref": [] }, "srt_ReserveQuantitiesByTypeOfReserveAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ReserveQuantitiesByTypeOfReserveAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Petroleum Reserves [Axis]", "label": "Petroleum Reserves [Axis]", "documentation": "Information by types of proved developed and undeveloped petroleum reserves." } } }, "auth_ref": [ "r218", "r604" ] }, "srt_ReserveQuantitiesLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ReserveQuantitiesLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Reserve Quantities [Line Items]", "label": "Reserve Quantities [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r218", "r604", "r607", "r613", "r614", "r615", "r618", "r815" ] }, "ecd_RestatementDateAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RestatementDateAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Restatement Determination Date:", "label": "Restatement Determination Date [Axis]" } } }, "auth_ref": [ "r839", "r851", "r861", "r887" ] }, "ecd_RestatementDeterminationDate": { "xbrltype": "dateItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RestatementDeterminationDate", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Restatement Determination Date", "label": "Restatement Determination Date" } } }, "auth_ref": [ "r840", "r852", "r862", "r888" ] }, "ecd_RestatementDoesNotRequireRecoveryTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "RestatementDoesNotRequireRecoveryTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Restatement does not require Recovery", "label": "Restatement Does Not Require Recovery [Text Block]" } } }, "auth_ref": [ "r847", "r859", "r869", "r895" ] }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetainedEarningsAccumulatedDeficit", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Retained earnings (accumulated deficit)", "label": "Retained Earnings (Accumulated Deficit)", "documentation": "Amount of accumulated undistributed earnings (deficit)." } } }, "auth_ref": [ "r132", "r161", "r624", "r646", "r647", "r657", "r689", "r814" ] }, "us-gaap_RetainedEarningsMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RetainedEarningsMember", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Retained Earnings (Accumulated Deficit)", "label": "Retained Earnings [Member]", "documentation": "Accumulated undistributed earnings (deficit)." } } }, "auth_ref": [ "r232", "r275", "r276", "r277", "r279", "r285", "r287", "r362", "r363", "r478", "r479", "r480", "r499", "r500", "r518", "r520", "r521", "r523", "r526", "r643", "r645", "r661", "r1020" ] }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueFromContractWithCustomerAbstract", "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "auth_ref": [] }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_Revenues", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Royalty income", "verboseLabel": "Total royalty income", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise." } } }, "auth_ref": [ "r310", "r311", "r314", "r317", "r318", "r322", "r323", "r325", "r439", "r440", "r590" ] }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue from Contract with Customer", "label": "Revenue from Contract with Customer [Policy Text Block]", "documentation": "Disclosure of accounting policy for revenue from contract with customer." } } }, "auth_ref": [ "r217", "r431", "r432", "r433", "r434", "r435", "r436", "r437", "r438", "r776" ] }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueFromContractWithCustomerTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/REVENUEFROMCONTRACTSWITHCUSTOMERS" ], "lang": { "en-us": { "role": { "terseLabel": "REVENUE FROM CONTRACTS WITH CUSTOMERS", "label": "Revenue from Contract with Customer [Text Block]", "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts." } } }, "auth_ref": [ "r217", "r423", "r424", "r425", "r426", "r427", "r428", "r429", "r430", "r441" ] }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueRecognitionPolicyTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue from Contracts with Customers", "label": "Revenue [Policy Text Block]", "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources." } } }, "auth_ref": [ "r710", "r776", "r786" ] }, "us-gaap_RevenueRightsGrantedMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevenueRightsGrantedMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Royalty Interest Revenue", "label": "Revenue, Rights Granted [Member]", "documentation": "Revenue during the period derived from licenses, patents, trademarks and other rights granted to other parties, when it serves as a benchmark in a concentration of risk calculation." } } }, "auth_ref": [] }, "us-gaap_Revenues": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "Revenues", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations": { "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "totalLabel": "Total operating income", "label": "Revenues", "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss)." } } }, "auth_ref": [ "r255", "r266", "r310", "r311", "r314", "r317", "r318", "r322", "r323", "r325", "r361", "r378", "r379", "r380", "r381", "r382", "r383", "r384", "r385", "r386", "r539", "r620", "r972" ] }, "srt_RevisionsOfPreviousQuantityEstimates": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "RevisionsOfPreviousQuantityEstimates", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Revisions of previous quantity estimates", "label": "Revisions of Previous Quantity Estimates", "documentation": "Amount of increase (decrease) in standardized measure of discounted future net cash flow as a result of revisions of estimated quantity of oil and gas in proved reserves." } } }, "auth_ref": [ "r210", "r213", "r218", "r779" ] }, "us-gaap_RevolvingCreditFacilityMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "RevolvingCreditFacilityMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Revolving credit facility", "verboseLabel": "Revolving Credit Facility", "label": "Revolving Credit Facility [Member]", "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount." } } }, "auth_ref": [] }, "vnom_RoyaltyIncomeReceivableMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "RoyaltyIncomeReceivableMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Royalty Income Receivable", "label": "Royalty Income Receivable [Member]", "documentation": "Royalty Income Receivable" } } }, "auth_ref": [] }, "ecd_Rule10b51ArrAdoptedFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "Rule10b51ArrAdoptedFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Rule 10b5-1 Arrangement Adopted", "label": "Rule 10b5-1 Arrangement Adopted [Flag]" } } }, "auth_ref": [ "r904" ] }, "ecd_Rule10b51ArrTrmntdFlag": { "xbrltype": "booleanItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "Rule10b51ArrTrmntdFlag", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Rule 10b5-1 Arrangement Terminated", "label": "Rule 10b5-1 Arrangement Terminated [Flag]" } } }, "auth_ref": [ "r904" ] }, "vnom_SOFRMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "SOFRMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "SOFR", "label": "SOFR [Member]", "documentation": "SOFR" } } }, "auth_ref": [] }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockConsiderationReceivedOnTransaction", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Sale of stock, consideration received on transaction", "label": "Sale of Stock, Consideration Received on Transaction", "documentation": "Cash received on stock transaction after deduction of issuance costs." } } }, "auth_ref": [] }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Number of shares sold (in shares)", "label": "Sale of Stock, Number of Shares Issued in Transaction", "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction." } } }, "auth_ref": [] }, "us-gaap_SaleOfStockPricePerShare": { "xbrltype": "perShareItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SaleOfStockPricePerShare", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Sale of stock (usd per share)", "label": "Sale of Stock, Price Per Share", "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction." } } }, "auth_ref": [] }, "us-gaap_SalesAndExciseTaxPayableCurrentAndNoncurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SalesAndExciseTaxPayableCurrentAndNoncurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails": { "parentTag": "us-gaap_OtherAccruedLiabilitiesCurrent", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESAccruedLiabilitiesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Ad valorem taxes payable", "label": "Sales and Excise Tax Payable", "documentation": "Carrying value as of the balance sheet date of liabilities incurred through that date and payable for statutory sales and use taxes, including value added tax." } } }, "auth_ref": [ "r111" ] }, "srt_SalesAndTransfersOfOilAndGasProducedNetOfProductionCosts": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "SalesAndTransfersOfOilAndGasProducedNetOfProductionCosts", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Sales of oil and natural gas, net of production costs", "label": "Sales and Transfers of Oil and Gas Produced, Net of Production Costs", "documentation": "Amount of (increase) decrease in standardized measure of discounted future net cash flow as a result of sales and transfers of oil and gas produced." } } }, "auth_ref": [ "r207", "r213", "r218", "r779" ] }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Accrued Liabilities", "label": "Schedule of Accrued Liabilities [Table Text Block]", "documentation": "Tabular disclosure of the components of accrued liabilities." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities." } } }, "auth_ref": [ "r65", "r66", "r508" ] }, "srt_ScheduleOfChangesInStandardizedMeasureOfDiscountedFutureNetCashFlowsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ScheduleOfChangesInStandardizedMeasureOfDiscountedFutureNetCashFlowsTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Principal Changes in Standardized Measure of Discounted Future Net Cash Flows", "label": "Schedule of Changes in Standardized Measure of Discounted Future Net Cash Flows [Table Text Block]", "documentation": "Tabular disclosure of the aggregate change in the standardized measure of discounted future net cash flows relating to proved oil and gas reserves and oil and gas subject to purchases under long-term agreements in which the enterprise participates in the operation of the properties on which oil and gas is located or otherwise serves as the producer." } } }, "auth_ref": [ "r204", "r205", "r214", "r218" ] }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Components of the Provision for Income Taxes", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years." } } }, "auth_ref": [ "r165" ] }, "us-gaap_ScheduleOfDebtTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfDebtTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DebtTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Maturities of Long-Term Debt", "label": "Schedule of Debt [Table Text Block]", "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation." } } }, "auth_ref": [] }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Deferred Tax Assets and Liabilities", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets." } } }, "auth_ref": [ "r164" ] }, "us-gaap_ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfDerivativeInstrumentsGainLossInStatementOfFinancialPerformanceTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Derivative Contract Gains and Losses included in the Consolidated Statements of Operations", "label": "Derivative Instruments, Gain (Loss) [Table Text Block]", "documentation": "Tabular disclosure of the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments." } } }, "auth_ref": [ "r78", "r83", "r516" ] }, "us-gaap_ScheduleOfDerivativeInstrumentsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfDerivativeInstrumentsTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Derivative Instruments", "label": "Schedule of Derivative Instruments [Table Text Block]", "documentation": "Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item." } } }, "auth_ref": [ "r12", "r73", "r74", "r75", "r76", "r79", "r83", "r86", "r88" ] }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHARETables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Basic and Diluted Net Income Per Common Share", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations." } } }, "auth_ref": [ "r961" ] }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Reconciliation of the Statutory Federal Income Tax", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations." } } }, "auth_ref": [ "r163" ] }, "vnom_ScheduleOfLineOfCreditFacilitiesCovenantTermsTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ScheduleOfLineOfCreditFacilitiesCovenantTermsTableTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/DebtTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Financial Covenants", "label": "Schedule of Line of Credit Facilities, Covenant Terms [Table Text Block]", "documentation": "Schedule of Line of Credit Facilities, Covenant Terms [Table Text Block]" } } }, "auth_ref": [] }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "presentation": [ "http://www.diamondbackenergy.com/role/OILANDNATURALGASINTERESTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Property, Plant and Equipment [Table]", "label": "Property, Plant and Equipment [Table]", "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation." } } }, "auth_ref": [ "r6" ] }, "srt_ScheduleOfProvedDevelopedAndUndevelopedOilAndGasReserveQuantitiesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "ScheduleOfProvedDevelopedAndUndevelopedOilAndGasReserveQuantitiesTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Changes in Estimated Proved Reserves", "label": "Schedule of Proved Developed and Undeveloped Oil and Gas Reserve Quantities [Table Text Block]", "documentation": "Tabular disclosure of the net quantities of an enterprise's interests in proved developed and undeveloped reserves of (a) crude oil (including condensate and natural gas liquids), (b) natural gas (including coal bed methane), (c) synthetic oil, (d) synthetic gas, and (e) other nonrenewable natural resources that are intended to be upgraded during the period as of the beginning of the period, changes in quantities during the period, and as of the end of the period." } } }, "auth_ref": [ "r920", "r923", "r924", "r925", "r926", "r928", "r1008" ] }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates." } } }, "auth_ref": [ "r99", "r100", "r712", "r713", "r714" ] }, "us-gaap_ScheduleOfStockByClassTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ScheduleOfStockByClassTable", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Stock by Class [Table]", "label": "Schedule of Stock by Class [Table]", "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity." } } }, "auth_ref": [ "r51", "r52", "r53", "r54", "r55", "r56", "r57", "r159", "r160", "r161", "r241", "r242", "r243", "r307", "r407", "r408", "r409", "r411", "r414", "r419", "r421", "r653", "r654", "r655", "r656", "r797", "r912", "r951" ] }, "dei_Security12bTitle": { "xbrltype": "securityTitleItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "Security12bTitle", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Title of 12(b) Security", "label": "Title of 12(b) Security", "documentation": "Title of a 12(b) registered security." } } }, "auth_ref": [ "r831" ] }, "dei_SecurityExchangeName": { "xbrltype": "edgarExchangeCodeItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "SecurityExchangeName", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Security Exchange Name", "label": "Security Exchange Name", "documentation": "Name of the Exchange on which a security is registered." } } }, "auth_ref": [ "r834" ] }, "srt_SegmentGeographicalDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "SegmentGeographicalDomain", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails", "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Geographical [Domain]", "label": "Geographical [Domain]", "documentation": "Geographical area." } } }, "auth_ref": [ "r220", "r222", "r223", "r224", "r225", "r226", "r227", "r228", "r229", "r323", "r324", "r674", "r675", "r676", "r737", "r739", "r742", "r753", "r764", "r765", "r766", "r767", "r768", "r769", "r770", "r771", "r772", "r778", "r799", "r821", "r978", "r1016" ] }, "us-gaap_SeniorNotesMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SeniorNotesMember", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSFairValueofFinancialInstrumentsNotRecordedatFairValueDetails", "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESOilandNaturalGasPropertiesandDebtIssuanceCostsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Senior Notes", "label": "Senior Notes [Member]", "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors." } } }, "auth_ref": [] }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "All Award Types", "label": "Award Type [Domain]", "documentation": "Award under share-based payment arrangement." } } }, "auth_ref": [ "r452", "r453", "r454", "r455", "r456", "r457", "r458", "r459", "r460", "r461", "r462", "r463", "r464", "r465", "r466", "r467", "r468", "r469", "r470", "r471", "r472", "r473", "r474", "r475", "r476", "r477" ] }, "us-gaap_ShareRepurchaseProgramAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareRepurchaseProgramAxis", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Share Repurchase Program [Axis]", "label": "Share Repurchase Program [Axis]", "documentation": "Information by share repurchase program." } } }, "auth_ref": [] }, "us-gaap_ShareRepurchaseProgramDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ShareRepurchaseProgramDomain", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Share Repurchase Program [Domain]", "label": "Share Repurchase Program [Domain]", "documentation": "Name of the share repurchase program." } } }, "auth_ref": [] }, "vnom_ShellTradingUSCompanyMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ShellTradingUSCompanyMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Shell Trading", "label": "Shell Trading US Company [Member]", "documentation": "Shell Trading US Company [Member]" } } }, "auth_ref": [] }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SignificantAccountingPoliciesTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIES" ], "lang": { "en-us": { "role": { "terseLabel": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "label": "Significant Accounting Policies [Text Block]", "documentation": "The entire disclosure for all significant accounting policies of the reporting entity." } } }, "auth_ref": [ "r151", "r264" ] }, "srt_StandardizedMeasureOfDiscountedFutureCashFlowsRelatingToProvedReservesDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StandardizedMeasureOfDiscountedFutureCashFlowsRelatingToProvedReservesDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedTables" ], "lang": { "en-us": { "role": { "terseLabel": "Schedule of Standardized Measure of Discounted Future Net Cash Flows", "label": "Standardized Measure of Discounted Future Cash Flows Relating to Proved Reserves Disclosure [Table Text Block]", "documentation": "Tabular disclosure of the future net cash flows relating to proved oil and gas reserves and oil and gas subject to purchase under long-term agreements in which the enterprise participates in the operation of the properties on which the oil and gas is located or otherwise serves as the producer. This information is presented in aggregate and for each geographic area for which reserve quantities are disclosed." } } }, "auth_ref": [ "r218", "r816", "r915", "r916", "r917", "r918", "r919" ] }, "srt_StandardizedMeasureOfDiscountedFutureNetCashFlowOfProvedOilAndGasReservesOther": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StandardizedMeasureOfDiscountedFutureNetCashFlowOfProvedOilAndGasReservesOther", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Net changes in timing of production and other", "label": "Standardized Measure of Discounted Future Net Cash Flow of Proved Oil and Gas Reserves, Other", "documentation": "Amount of increase (decrease) in standardized measure of discounted future net cash flow as a result of changes from other sources." } } }, "auth_ref": [ "r213", "r218", "r601", "r779" ] }, "srt_StandardizedMeasureOfDiscountedFutureNetCashFlowRelatingToProvedOilAndGasReservesAccretionOfDiscount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StandardizedMeasureOfDiscountedFutureNetCashFlowRelatingToProvedOilAndGasReservesAccretionOfDiscount", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Accretion of discount", "label": "Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount", "documentation": "Amount of accretion of discount for the standardized measure of discounted future net cash flow related to proved oil and gas reserves." } } }, "auth_ref": [ "r211", "r213", "r218", "r779" ] }, "srt_StandardizedMeasureOfDiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReserves": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StandardizedMeasureOfDiscountedFutureNetCashFlowsRelatingToProvedOilAndGasReserves", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedPrincipalChangesinStandardizedMeasureofDiscountedFutureNetCashFlowsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "totalLabel": "Standardized measure of discounted future net cash flows", "periodStartLabel": "Standardized measure of discounted future net cash flows at the beginning of the period", "periodEndLabel": "Standardized measure of discounted future net cash flows at the end of the period", "label": "Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves", "documentation": "Amount of discounted future accumulated cash inflow relating to proved oil and gas reserves." } } }, "auth_ref": [ "r201", "r203", "r205", "r218", "r597", "r816" ] }, "us-gaap_StateAndLocalJurisdictionMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StateAndLocalJurisdictionMember", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "State and Local Jurisdiction", "label": "State and Local Jurisdiction [Member]", "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity." } } }, "auth_ref": [] }, "us-gaap_StatementClassOfStockAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementClassOfStockAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/Cover", "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYScheduleofCashDistributionsDetails", "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Class of Stock [Axis]", "label": "Class of Stock [Axis]", "documentation": "Information by the different classes of stock of the entity." } } }, "auth_ref": [ "r219", "r241", "r242", "r243", "r266", "r292", "r293", "r297", "r301", "r307", "r308", "r361", "r378", "r380", "r381", "r382", "r385", "r386", "r407", "r408", "r411", "r414", "r421", "r539", "r653", "r654", "r655", "r656", "r661", "r662", "r663", "r665", "r666", "r667", "r668", "r669", "r670", "r671", "r672", "r673", "r688", "r709", "r730", "r754", "r755", "r756", "r757", "r758", "r912", "r951", "r960" ] }, "us-gaap_StatementEquityComponentsAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementEquityComponentsAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Equity Components [Axis]", "label": "Equity Components [Axis]", "documentation": "Information by component of equity." } } }, "auth_ref": [ "r11", "r30", "r232", "r251", "r252", "r253", "r275", "r276", "r277", "r279", "r285", "r287", "r306", "r362", "r363", "r422", "r478", "r479", "r480", "r499", "r500", "r518", "r519", "r520", "r521", "r522", "r523", "r526", "r540", "r541", "r542", "r543", "r544", "r545", "r550", "r643", "r644", "r645", "r661", "r730" ] }, "srt_StatementGeographicalAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "StatementGeographicalAxis", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails", "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Geographical [Axis]", "label": "Geographical [Axis]", "documentation": "Information by geographical components." } } }, "auth_ref": [ "r220", "r230", "r323", "r324", "r674", "r675", "r676", "r737", "r739", "r742", "r753", "r761", "r764", "r765", "r766", "r767", "r768", "r769", "r770", "r771", "r772", "r778", "r799", "r821", "r978", "r1016" ] }, "us-gaap_StatementLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Statement [Line Items]", "label": "Statement [Line Items]", "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table." } } }, "auth_ref": [ "r275", "r276", "r277", "r306", "r590", "r651", "r673", "r680", "r681", "r682", "r683", "r684", "r685", "r688", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r701", "r702", "r703", "r704", "r705", "r707", "r710", "r711", "r716", "r717", "r718", "r719", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r730", "r822" ] }, "us-gaap_StatementOfCashFlowsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementOfCashFlowsAbstract", "lang": { "en-us": { "role": { "terseLabel": "Statement of Cash Flows [Abstract]", "label": "Statement of Cash Flows [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StatementOfFinancialPositionAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementOfFinancialPositionAbstract", "lang": { "en-us": { "role": { "terseLabel": "Statement of Financial Position [Abstract]", "label": "Statement of Financial Position [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StatementOfStockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementOfStockholdersEquityAbstract", "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StatementTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StatementTable", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows", "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Statement [Table]", "label": "Statement [Table]", "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed." } } }, "auth_ref": [ "r275", "r276", "r277", "r306", "r590", "r651", "r673", "r680", "r681", "r682", "r683", "r684", "r685", "r688", "r691", "r692", "r693", "r694", "r695", "r696", "r697", "r698", "r699", "r701", "r702", "r703", "r704", "r705", "r707", "r710", "r711", "r716", "r717", "r718", "r719", "r720", "r721", "r722", "r723", "r724", "r725", "r726", "r727", "r730", "r822" ] }, "ecd_StkPrcOrTsrEstimationMethodTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "StkPrcOrTsrEstimationMethodTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/ErrCompDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Stock Price or TSR Estimation Method", "label": "Stock Price or TSR Estimation Method [Text Block]" } } }, "auth_ref": [ "r842", "r854", "r864", "r890" ] }, "us-gaap_StockAppreciationRightsSARSMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockAppreciationRightsSARSMember", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Stock Appreciation Rights (SARs)", "label": "Stock Appreciation Rights (SARs) [Member]", "documentation": "Right to receive cash or shares equal to appreciation of predetermined number of grantor's shares during predetermined time period." } } }, "auth_ref": [] }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesAcquisitions", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common shares issued for acquisition (in shares)", "label": "Stock Issued During Period, Shares, Acquisitions", "documentation": "Number of shares of stock issued during the period pursuant to acquisitions." } } }, "auth_ref": [ "r129", "r130", "r161" ] }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesConversionOfUnits", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares (in shares)", "label": "Stock Issued During Period, Shares, Conversion of Units", "documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit)." } } }, "auth_ref": [ "r11", "r54", "r129", "r130", "r161" ] }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodSharesNewIssues", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Vesting of restricted stock units (in shares)", "label": "Stock Issued During Period, Shares, New Issues", "documentation": "Number of new stock issued during the period." } } }, "auth_ref": [ "r11", "r129", "r130", "r161", "r653", "r730", "r755" ] }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueAcquisitions", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Common units issued for acquisition", "label": "Stock Issued During Period, Value, Acquisitions", "documentation": "Value of stock issued pursuant to acquisitions during the period." } } }, "auth_ref": [ "r11", "r30", "r161" ] }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "terseLabel": "Conversion of Viper Energy Partnership Units to Viper Energy Inc. Common Shares", "label": "Stock Issued During Period, Value, Conversion of Units", "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit)." } } }, "auth_ref": [ "r11", "r30", "r161" ] }, "us-gaap_StockRepurchaseProgramAuthorizedAmount1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockRepurchaseProgramAuthorizedAmount1", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Authorized amount in repurchase program", "label": "Stock Repurchase Program, Authorized Amount", "documentation": "Amount of stock repurchase plan authorized." } } }, "auth_ref": [] }, "us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Remaining authorized repurchase amount", "label": "Stock Repurchase Program, Remaining Authorized Repurchase Amount", "documentation": "Amount remaining of a stock repurchase plan authorized." } } }, "auth_ref": [] }, "us-gaap_StockRepurchasedDuringPeriodShares": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockRepurchasedDuringPeriodShares", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Repurchased units as part of unit buyback (in shares)", "terseLabel": "Repurchased shares (in shares)", "label": "Stock Repurchased During Period, Shares", "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock." } } }, "auth_ref": [ "r11", "r129", "r130", "r161", "r656", "r730", "r757" ] }, "us-gaap_StockRepurchasedDuringPeriodValue": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockRepurchasedDuringPeriodValue", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Repurchased units as part of unit buyback", "terseLabel": "Amount of shares repurchased", "label": "Stock Repurchased During Period, Value", "documentation": "Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock." } } }, "auth_ref": [ "r11", "r129", "r130", "r161", "r661", "r730", "r757", "r829" ] }, "us-gaap_StockholdersEquity": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquity", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "totalLabel": "Total Viper Energy, Inc. stockholders\u2019 equity", "label": "Equity, Attributable to Parent", "documentation": "Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest." } } }, "auth_ref": [ "r130", "r133", "r134", "r152", "r690", "r706", "r731", "r732", "r814", "r830", "r953", "r966", "r996", "r1020" ] }, "us-gaap_StockholdersEquityAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "terseLabel": "Stockholders\u2019 equity:", "label": "Equity, Attributable to Parent [Abstract]" } } }, "auth_ref": [] }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0, "order": 3.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets", "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "totalLabel": "Total equity", "periodStartLabel": "Beginning balance", "periodEndLabel": "Ending balance", "label": "Equity, Including Portion Attributable to Noncontrolling Interest", "documentation": "Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity." } } }, "auth_ref": [ "r67", "r68", "r70", "r232", "r233", "r252", "r275", "r276", "r277", "r279", "r285", "r362", "r363", "r422", "r478", "r479", "r480", "r499", "r500", "r518", "r519", "r520", "r521", "r522", "r523", "r526", "r540", "r541", "r545", "r550", "r644", "r645", "r659", "r690", "r706", "r731", "r732", "r759", "r829", "r953", "r966", "r996", "r1020" ] }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "StockholdersEquityNoteDisclosureTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITY" ], "lang": { "en-us": { "role": { "terseLabel": "STOCKHOLDERS\u2019 EQUITY", "label": "Equity [Text Block]", "documentation": "The entire disclosure for equity." } } }, "auth_ref": [ "r158", "r265", "r406", "r408", "r410", "r411", "r412", "r413", "r414", "r415", "r416", "r417", "r418", "r420", "r422", "r525", "r733", "r734", "r760" ] }, "us-gaap_SubsequentEventLineItems": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventLineItems", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subsequent Event [Line Items]", "label": "Subsequent Event [Line Items]", "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event." } } }, "auth_ref": [ "r546", "r557" ] }, "us-gaap_SubsequentEventMember": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subsequent Event", "label": "Subsequent Event [Member]", "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "auth_ref": [ "r546", "r557" ] }, "us-gaap_SubsequentEventTable": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventTable", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subsequent Event [Table]", "label": "Subsequent Event [Table]", "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued." } } }, "auth_ref": [ "r546", "r557" ] }, "us-gaap_SubsequentEventTypeAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventTypeAxis", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subsequent Event Type [Axis]", "label": "Subsequent Event Type [Axis]", "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "auth_ref": [ "r546", "r557" ] }, "us-gaap_SubsequentEventTypeDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventTypeDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Subsequent Event Type [Domain]", "label": "Subsequent Event Type [Domain]", "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "auth_ref": [ "r546", "r557" ] }, "us-gaap_SubsequentEventsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventsAbstract", "lang": { "en-us": { "role": { "terseLabel": "Subsequent Events [Abstract]", "label": "Subsequent Events [Abstract]" } } }, "auth_ref": [] }, "us-gaap_SubsequentEventsTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SubsequentEventsTextBlock", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTS" ], "lang": { "en-us": { "role": { "terseLabel": "SUBSEQUENT EVENTS", "label": "Subsequent Events [Text Block]", "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business." } } }, "auth_ref": [ "r556", "r558" ] }, "us-gaap_SupplementalCashFlowInformationAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "SupplementalCashFlowInformationAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofCashFlows" ], "lang": { "en-us": { "role": { "terseLabel": "Supplemental disclosure of cash flow information:", "label": "Supplemental Cash Flow Information [Abstract]" } } }, "auth_ref": [] }, "vnom_SwallowtailAcquisitionLeaseBonusMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "SwallowtailAcquisitionLeaseBonusMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESRelatedPartyTransactionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Swallowtail Acquisition Lease Bonus", "label": "Swallowtail Acquisition Lease Bonus [Member]", "documentation": "Swallowtail Acquisition Lease Bonus" } } }, "auth_ref": [] }, "vnom_SwallowtailAcquisitionMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "SwallowtailAcquisitionMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESAcquisitionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Swallowtail Acquisition", "label": "Swallowtail Acquisition [Member]", "documentation": "Swallowtail Acquisition" } } }, "auth_ref": [] }, "ecd_TabularListTableTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TabularListTableTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Tabular List, Table", "label": "Tabular List [Table Text Block]" } } }, "auth_ref": [ "r883" ] }, "us-gaap_TaxesPayableCurrent": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TaxesPayableCurrent", "crdr": "credit", "calculation": { "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets": { "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0, "order": 4.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedBalanceSheets" ], "lang": { "en-us": { "role": { "verboseLabel": "Income taxes payable", "label": "Taxes Payable, Current", "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer)." } } }, "auth_ref": [ "r23" ] }, "vnom_ThirdPartyOperatedAcreageMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ThirdPartyOperatedAcreageMember", "presentation": [ "http://www.diamondbackenergy.com/role/ACQUISITIONSANDDIVESTITURESDivestituresDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Third Party Operated Acreage", "label": "Third Party Operated Acreage [Member]", "documentation": "Third Party Operated Acreage [Member]" } } }, "auth_ref": [] }, "ecd_TotalShareholderRtnAmt": { "xbrltype": "monetaryItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TotalShareholderRtnAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Total Shareholder Return Amount", "label": "Total Shareholder Return Amount" } } }, "auth_ref": [ "r875" ] }, "ecd_TotalShareholderRtnVsPeerGroupTextBlock": { "xbrltype": "textBlockItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TotalShareholderRtnVsPeerGroupTextBlock", "presentation": [ "http://xbrl.sec.gov/ecd/role/PvpDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Total Shareholder Return Vs Peer Group", "label": "Total Shareholder Return Vs Peer Group [Text Block]" } } }, "auth_ref": [ "r882" ] }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TradeAndOtherAccountsReceivablePolicy", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Royalty Income Receivable", "label": "Accounts Receivable [Policy Text Block]", "documentation": "Disclosure of accounting policy for accounts receivable." } } }, "auth_ref": [ "r187", "r188", "r189", "r328", "r329", "r330" ] }, "ecd_TradingArrAxis": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TradingArrAxis", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Trading Arrangement:", "label": "Trading Arrangement [Axis]" } } }, "auth_ref": [ "r903" ] }, "ecd_TradingArrByIndTable": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TradingArrByIndTable", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Trading Arrangements, by Individual", "label": "Trading Arrangements, by Individual [Table]" } } }, "auth_ref": [ "r905" ] }, "dei_TradingSymbol": { "xbrltype": "tradingSymbolItemType", "nsuri": "http://xbrl.sec.gov/dei/2023", "localname": "TradingSymbol", "presentation": [ "http://www.diamondbackenergy.com/role/Cover" ], "lang": { "en-us": { "role": { "terseLabel": "Trading Symbol", "label": "Trading Symbol", "documentation": "Trading symbol of an instrument as listed on an exchange." } } }, "auth_ref": [] }, "vnom_TrafiguraTradingLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "TrafiguraTradingLLCMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Trafigura Trading LLC", "label": "Trafigura Trading LLC [Member]", "documentation": "Trafigura Trading LLC [Member]" } } }, "auth_ref": [] }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails", "http://www.diamondbackenergy.com/role/FAIRVALUEMEASUREMENTSRecurringMeasurementsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Financial Instruments [Domain]", "label": "Financial Instruments [Domain]", "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms." } } }, "auth_ref": [ "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r338", "r339", "r340", "r341", "r342", "r343", "r344", "r345", "r346", "r347", "r348", "r349", "r350", "r351", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r359", "r360", "r403", "r419", "r524", "r559", "r560", "r561", "r562", "r563", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r571", "r572", "r573", "r574", "r575", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585", "r586", "r587", "r588", "r632", "r935", "r936", "r937", "r938", "r939", "r940", "r941", "r962", "r963", "r964", "r965" ] }, "ecd_TrdArrAdoptionDate": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrAdoptionDate", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Adoption Date", "label": "Trading Arrangement Adoption Date" } } }, "auth_ref": [ "r906" ] }, "ecd_TrdArrDuration": { "xbrltype": "durationItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrDuration", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Arrangement Duration", "label": "Trading Arrangement Duration" } } }, "auth_ref": [ "r907" ] }, "ecd_TrdArrIndName": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrIndName", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Name", "label": "Trading Arrangement, Individual Name" } } }, "auth_ref": [ "r905" ] }, "ecd_TrdArrIndTitle": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrIndTitle", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Title", "label": "Trading Arrangement, Individual Title" } } }, "auth_ref": [ "r905" ] }, "ecd_TrdArrSecuritiesAggAvailAmt": { "xbrltype": "sharesItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrSecuritiesAggAvailAmt", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Aggregate Available", "label": "Trading Arrangement, Securities Aggregate Available Amount" } } }, "auth_ref": [ "r908" ] }, "ecd_TrdArrTerminationDate": { "xbrltype": "stringItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "TrdArrTerminationDate", "presentation": [ "http://xbrl.sec.gov/ecd/role/InsiderTradingArrangements" ], "lang": { "en-us": { "role": { "terseLabel": "Termination Date", "label": "Trading Arrangement Termination Date" } } }, "auth_ref": [ "r906" ] }, "srt_TypeOfReserveDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/srt/2023", "localname": "TypeOfReserveDomain", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAverageFirstDayoftheMonthPriceforOilNaturalGasandNaturalGasLiquidsDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedChangesinEstimatedProvedReservesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Type of Reserve [Domain]", "label": "Type of Reserve [Domain]", "documentation": "The type of petroleum reserve being disclosed: oil, natural gas, natural gas liquids, synthetic oil, synthetic gas, or other nonrenewable natural resource that is intended to be upgraded into synthetic oil and gas with separate disclosures for consolidated entities and equity method investments." } } }, "auth_ref": [] }, "us-gaap_TypeOfRevenueExtensibleList": { "xbrltype": "enumerationSetItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "TypeOfRevenueExtensibleList", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Revenue, Product and Service [Extensible Enumeration]", "label": "Revenue, Product and Service [Extensible Enumeration]", "documentation": "Indicates type of revenue from product and service. Includes, but is not limited to, revenue from contract with customer and other sources." } } }, "auth_ref": [] }, "us-gaap_UnamortizedDebtIssuanceExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "UnamortizedDebtIssuanceExpense", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails": { "parentTag": "us-gaap_LongTermDebt", "weight": -1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/DEBTScheduleofDebtDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Unamortized debt issuance costs", "label": "Unamortized Debt Issuance Expense", "documentation": "The remaining balance of debt issuance expenses that were capitalized and are being amortized against income over the lives of the respective bond issues. This does not include the amounts capitalized as part of the cost of the utility plant or asset." } } }, "auth_ref": [] }, "us-gaap_UndistributedEarningsLossAllocatedToParticipatingSecuritiesBasic": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "UndistributedEarningsLossAllocatedToParticipatingSecuritiesBasic", "crdr": "debit", "calculation": { "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails": { "parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic", "weight": -1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Less: net income (loss) allocated to participating securities", "label": "Undistributed Earnings (Loss) Allocated to Participating Securities, Basic", "documentation": "Amount of undistributed earnings (loss) allocated to participating securities for the basic earnings (loss) per share or per unit calculation under the two-class method." } } }, "auth_ref": [ "r295", "r298", "r299" ] }, "ecd_UndrlygSecurityMktPriceChngPct": { "xbrltype": "pureItemType", "nsuri": "http://xbrl.sec.gov/ecd/2023", "localname": "UndrlygSecurityMktPriceChngPct", "presentation": [ "http://xbrl.sec.gov/ecd/role/AwardTimingDisclosure" ], "lang": { "en-us": { "role": { "terseLabel": "Underlying Security Market Price Change", "label": "Underlying Security Market Price Change, Percent" } } }, "auth_ref": [ "r902" ] }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESIncomeTaxesDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Interest or penalties associated with uncertain tax positions", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense", "documentation": "Amount of expense for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return." } } }, "auth_ref": [ "r489" ] }, "us-gaap_UseOfEstimates": { "xbrltype": "textBlockItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "UseOfEstimates", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESPolicies" ], "lang": { "en-us": { "role": { "terseLabel": "Use of Estimates", "label": "Use of Estimates, Policy [Policy Text Block]", "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles." } } }, "auth_ref": [ "r46", "r47", "r48", "r191", "r192", "r194", "r195" ] }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "xbrltype": "monetaryItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "crdr": "credit", "presentation": [ "http://www.diamondbackenergy.com/role/INCOMETAXESAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Valuation allowance decrease", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset." } } }, "auth_ref": [ "r492" ] }, "vnom_VariableDividendMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "VariableDividendMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUBSEQUENTEVENTSDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Variable Dividend", "label": "Variable Dividend [Member]", "documentation": "Variable Dividend" } } }, "auth_ref": [] }, "us-gaap_VariableRateAxis": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "VariableRateAxis", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Variable Rate [Axis]", "label": "Variable Rate [Axis]", "documentation": "Information by type of variable rate." } } }, "auth_ref": [] }, "us-gaap_VariableRateDomain": { "xbrltype": "domainItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "VariableRateDomain", "presentation": [ "http://www.diamondbackenergy.com/role/DEBTAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Variable Rate [Domain]", "label": "Variable Rate [Domain]", "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index." } } }, "auth_ref": [] }, "vnom_ViperEnergyIncMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "ViperEnergyIncMember", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails", "http://www.diamondbackenergy.com/role/STOCKHOLDERSEQUITYAdditionalInformationDetails", "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedStandardizedMeasureofDiscountedFutureNetCashFlowsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Viper Energy Inc.", "label": "Viper Energy Inc. [Member]", "documentation": "Viper Energy Inc." } } }, "auth_ref": [] }, "vnom_VitolMidstreamPipelineLLCMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "VitolMidstreamPipelineLLCMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUMMARYOFSIGNIFICANTACCOUNTINGPOLICIESConcentrationsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Vitol Midstream Pipeline LLC", "label": "Vitol Midstream Pipeline LLC [Member]", "documentation": "Vitol Midstream Pipeline LLC" } } }, "auth_ref": [] }, "vnom_Vnom_LimitedPartnersCapitalAccountDistributionAmountRelatedParty": { "xbrltype": "monetaryItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "Vnom_LimitedPartnersCapitalAccountDistributionAmountRelatedParty", "crdr": "debit", "presentation": [ "http://www.diamondbackenergy.com/role/StatementofConsolidatedStockholdersEquity" ], "lang": { "en-us": { "role": { "negatedTerseLabel": "Distributions to Diamondback", "label": "vnom_LimitedPartnersCapitalAccountDistributionAmount-RelatedParty", "documentation": "The total amount of distributions to related party limited partners." } } }, "auth_ref": [] }, "vnom_VotingPowerToChangeBoardDesignations": { "xbrltype": "percentItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "VotingPowerToChangeBoardDesignations", "presentation": [ "http://www.diamondbackenergy.com/role/ORGANIZATIONANDBASISOFPRESENTATIONDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Voting power to change board designations", "label": "Voting Power to Change Board Designations", "documentation": "Voting Power to Change Board Designations" } } }, "auth_ref": [] }, "vnom_WTICushingMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "WTICushingMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "WTI Cushing", "label": "WTI Cushing [Member]", "documentation": "WTI Cushing" } } }, "auth_ref": [] }, "vnom_WahaHubMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "WahaHubMember", "presentation": [ "http://www.diamondbackenergy.com/role/DERIVATIVESOpenDerivativePositionsDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Waha Hub", "label": "Waha Hub [Member]", "documentation": "Waha Hub" } } }, "auth_ref": [] }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustment", "calculation": { "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails": { "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0, "order": 1.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Potential common shares issuable (in shares)", "label": "Weighted Average Number of Shares Outstanding, Diluted, Adjustment", "documentation": "The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation." } } }, "auth_ref": [ "r961" ] }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "calculation": { "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails": { "parentTag": null, "weight": null, "order": null, "root": true } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Diluted (in shares)", "totalLabel": "Diluted weighted average common shares outstanding (in shares)", "label": "Weighted Average Number of Shares Outstanding, Diluted", "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period." } } }, "auth_ref": [ "r291", "r301" ] }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "xbrltype": "sharesItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "calculation": { "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails": { "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0, "order": 2.0 } }, "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations", "http://www.diamondbackenergy.com/role/EARNINGSPERCOMMONSHAREDetails" ], "lang": { "en-us": { "role": { "verboseLabel": "Basic (in shares)", "terseLabel": "Basic weighted average common shares outstanding (in shares)", "label": "Weighted Average Number of Shares Outstanding, Basic", "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period." } } }, "auth_ref": [ "r289", "r301" ] }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "xbrltype": "stringItemType", "nsuri": "http://fasb.org/us-gaap/2023", "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "presentation": [ "http://www.diamondbackenergy.com/role/ConsolidatedStatementsofOperations" ], "lang": { "en-us": { "role": { "terseLabel": "Weighted average number of common shares outstanding:", "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]" } } }, "auth_ref": [] }, "vnom_WolfcampAMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "WolfcampAMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Wolfcamp A", "label": "Wolfcamp A [Member]", "documentation": "Wolfcamp A" } } }, "auth_ref": [] }, "vnom_WolfcampBMember": { "xbrltype": "domainItemType", "nsuri": "http://www.diamondbackenergy.com/20231231", "localname": "WolfcampBMember", "presentation": [ "http://www.diamondbackenergy.com/role/SUPPLEMENTALINFORMATIONONOILANDNATURALGASOPERATIONSUnauditedAdditionalInformationDetails" ], "lang": { "en-us": { "role": { "terseLabel": "Wolfcamp B", "label": "Wolfcamp B [Member]", "documentation": "Wolfcamp B" } } }, "auth_ref": [] } } } }, "std_ref": { "r0": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "1", "SubTopic": "20", "Topic": "940", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481913/940-20-25-1" }, "r1": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "SubTopic": "230", "Topic": "830", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481877/830-230-45-1" }, "r2": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r3": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1B", "Subparagraph": "(b)", "SubTopic": "20", "Topic": "205", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483475/205-20-45-1B" }, "r4": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r5": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r6": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "10", "Topic": "360", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1" }, "r7": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "10", "Topic": "470", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481544/470-10-50-1" }, "r8": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "SubTopic": "20", "Topic": "205", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-1" }, "r9": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(e)", "SubTopic": "10", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-15" }, "r10": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "810", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A" }, "r11": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "SubTopic": "10", "Topic": "505", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2" }, "r12": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "SubTopic": "10", "Topic": "815", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-2" }, "r13": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "SubTopic": "10", "Topic": "360", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-3" }, "r14": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "SubTopic": "20", "Topic": "210", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483466/210-20-50-3" }, "r15": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4D", "Subparagraph": "(c)(2)", "SubTopic": "20", "Topic": "860", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4D" }, "r16": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "820", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-6A" }, "r17": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "8", "SubTopic": "20", "Topic": "210", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-8" }, "r18": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-10.(c)(7)(ii))", "SubTopic": "10", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479664/932-10-S99-1" }, "r19": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(22))", "SubTopic": "10", "Topic": "210", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r20": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "205", "SubTopic": "20", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-3" }, "r21": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r22": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r23": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19,20)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r24": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.19-26)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r25": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.20)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r26": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.21)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r27": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r28": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.22)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r29": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.25)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r30": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.29-31)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r31": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "210", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02.31)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r32": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r33": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15" }, "r34": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15" }, "r35": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-4" }, "r36": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-1" }, "r37": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-2" }, "r38": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-3" }, "r39": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-4" }, "r40": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "230", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-5" }, "r41": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-16" }, "r42": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-18" }, "r43": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-18" }, "r44": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-20" }, "r45": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-21" }, "r46": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-4" }, "r47": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-8" }, "r48": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "275", "SubTopic": "10", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-9" }, "r49": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "470", "SubTopic": "10", "Section": "45", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481573/470-10-45-10" }, "r50": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "470", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481544/470-10-50-5" }, "r51": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "480", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Subparagraph": "(CFRR 211.02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480244/480-10-S99-1" }, "r52": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481142/505-10-45-2" }, "r53": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-10" }, "r54": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-3" }, "r55": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-4" }, "r56": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-5" }, "r57": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-8" }, "r58": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "S99", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1" }, "r59": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "505", "SubTopic": "10", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SAB TOPIC 4.F)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-5" }, "r60": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "20", "Section": "55", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481089/718-20-55-12" }, "r61": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "718", "SubTopic": "20", "Section": "55", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481089/718-20-55-13" }, "r62": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "740", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-3" }, "r63": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "740", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-3" }, "r64": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "740", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-8" }, "r65": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-2" }, "r66": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "805", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479328/805-10-50-3" }, "r67": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "45", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-15" }, "r68": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "45", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-16" }, "r69": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1" }, "r70": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4I", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4I" }, "r71": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4J", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4J" }, "r72": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "810", "SubTopic": "10", "Section": "55", "Paragraph": "4M", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4M" }, "r73": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-1" }, "r74": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "1A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-1A" }, "r75": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "1B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-1B" }, "r76": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4" }, "r77": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4A" }, "r78": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4A" }, "r79": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4B" }, "r80": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4B", "Subparagraph": "(a),(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4B" }, "r81": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4B", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4B" }, "r82": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4B" }, "r83": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4C", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4C" }, "r84": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4C", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4C" }, "r85": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "4D", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4D" }, "r86": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-5" }, "r87": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-7" }, "r88": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "10", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-8" }, "r89": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "815", "SubTopic": "25", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480238/815-25-50-1" }, "r90": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "820", "SubTopic": "10", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r91": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-11" }, "r92": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-12" }, "r93": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-20" }, "r94": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "825", "SubTopic": "10", "Section": "50", "Paragraph": "21", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-21" }, "r95": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "1A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-1A" }, "r96": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-2" }, "r97": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482925/835-30-45-3" }, "r98": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "835", "SubTopic": "30", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482949/835-30-55-8" }, "r99": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "850", "SubTopic": "10", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r100": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "850", "SubTopic": "10", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-3" }, "r101": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "50", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-14" }, "r102": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "50", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15" }, "r103": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "50", "Paragraph": "18", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-18" }, "r104": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-18" }, "r105": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "50", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-19" }, "r106": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20" }, "r107": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "55", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482245/932-235-55-3" }, "r108": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "235", "Section": "55", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482245/932-235-55-4" }, "r109": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "932", "SubTopic": "360", "Section": "35", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482450/932-360-35-11" }, "r110": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "210", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03.10)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r111": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "210", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03.15(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r112": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "210", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03.17)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r113": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "470", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480848/942-470-50-3" }, "r114": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Name": "Accounting Standards Codification", "Topic": "942", "SubTopic": "825", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480981/942-825-50-1" }, "r115": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//205/tableOfContent" }, "r116": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//205-20/tableOfContent" }, "r117": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483475/205-20-45-11" }, "r118": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-3A" }, "r119": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-4A" }, "r120": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-4B" }, "r121": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-5A" }, "r122": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-5B" }, "r123": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5C", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-5C" }, "r124": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5D", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-5D" }, "r125": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-7" }, "r126": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r127": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r128": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r129": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r130": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(29))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r131": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r132": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r133": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(30))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r134": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(31))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r135": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(32))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r136": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483466/210-20-50-3" }, "r137": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-7" }, "r138": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(10))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r139": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r140": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(20))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r141": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r142": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r143": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r144": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r145": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03.9)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r146": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "12", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-12" }, "r147": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "13", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-13" }, "r148": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-24" }, "r149": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25" }, "r150": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-28" }, "r151": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "235", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//235/tableOfContent" }, "r152": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 4.E)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480418/310-10-S99-2" }, "r153": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-1" }, "r154": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-2" }, "r155": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "360", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482099/360-10-50-3A" }, "r156": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "440", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//440/tableOfContent" }, "r157": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "470", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//470/tableOfContent" }, "r158": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//505/tableOfContent" }, "r159": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-6" }, "r160": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-7" }, "r161": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.3-04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1" }, "r162": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SAB Topic 4.F)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-5" }, "r163": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Paragraph": "12", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12" }, "r164": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Paragraph": "2", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r165": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Paragraph": "9", "Section": "50", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r166": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r167": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "805", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//805/tableOfContent" }, "r168": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "810", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//810/tableOfContent" }, "r169": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A" }, "r170": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "815", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//815/tableOfContent" }, "r171": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "815", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "15", "Paragraph": "83", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480647/815-10-15-83" }, "r172": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r173": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-21" }, "r174": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "932", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//932/tableOfContent" }, "r175": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "932", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-10(c)(7)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479664/932-10-S99-1" }, "r176": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-13" }, "r177": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "932", "SubTopic": "360", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//932-360/tableOfContent" }, "r178": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r179": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(13))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r180": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(15)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r181": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r182": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r183": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-03(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479853/942-210-S99-1" }, "r184": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r185": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(22))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r186": { "role": "http://fasb.org/us-gaap/role/ref/legacyRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04.9)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r187": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11B", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "310", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-11B" }, "r188": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "310", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-15" }, "r189": { "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "SubTopic": "10", "Topic": "310", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-6" }, "r190": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Subparagraph": "(a)", "SubTopic": "20", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482659/740-20-45-2" }, "r191": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1" }, "r192": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1" }, "r193": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-1" }, "r194": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-11" }, "r195": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "SubTopic": "10", "Topic": "275", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482861/275-10-50-12" }, "r196": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(a)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r197": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(b)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r198": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(c)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r199": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(d)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r200": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(e)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r201": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Subparagraph": "(f)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r202": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-32" }, "r203": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "33", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33" }, "r204": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "34", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-34" }, "r205": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r206": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(a)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r207": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(c)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r208": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(d)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r209": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(e)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r210": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(f)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r211": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(h)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r212": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(j)", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r213": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35A", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A" }, "r214": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "36", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-36" }, "r215": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "SubTopic": "10", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r216": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h))", "SubTopic": "10", "Topic": "235", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r217": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Accounting Standards Codification", "Topic": "606", "Publisher": "FASB", "URI": "https://asc.fasb.org//606/tableOfContent" }, "r218": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Form 20-F", "Section": "Item 18", "Subsection": "Instruction 2", "Publisher": "SEC" }, "r219": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(a)", "Publisher": "SEC" }, "r220": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Footnote": "2", "Publisher": "SEC" }, "r221": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Footnote": "4", "Publisher": "SEC" }, "r222": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column B", "Publisher": "SEC" }, "r223": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column C", "Publisher": "SEC" }, "r224": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column D", "Publisher": "SEC" }, "r225": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column E", "Publisher": "SEC" }, "r226": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column F", "Publisher": "SEC" }, "r227": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column G", "Publisher": "SEC" }, "r228": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column H", "Publisher": "SEC" }, "r229": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "28", "Paragraph": "Column I", "Publisher": "SEC" }, "r230": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "12", "Subsection": "29", "Footnote": "4", "Publisher": "SEC" }, "r231": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "4", "Subsection": "08", "Paragraph": "(m)", "Subparagraph": "(1)(iii)", "Publisher": "SEC" }, "r232": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r233": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "105", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479343/105-10-65-6" }, "r234": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5C", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-5C" }, "r235": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "205", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483499/205-20-50-7" }, "r236": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1" }, "r237": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-5" }, "r238": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r239": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r240": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r241": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(27)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r242": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(28))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r243": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(29))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r244": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r245": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483466/210-20-50-3" }, "r246": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483466/210-20-50-3" }, "r247": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483466/210-20-50-4" }, "r248": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1A" }, "r249": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482790/220-10-45-1B" }, "r250": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-1" }, "r251": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-4" }, "r252": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-5" }, "r253": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-6" }, "r254": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(210.5-03(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r255": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r256": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.5-03(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-2" }, "r257": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SAB Topic 6.B)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483621/220-10-S99-5" }, "r258": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-17" }, "r259": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-2" }, "r260": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-24" }, "r261": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-25" }, "r262": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-2" }, "r263": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482913/230-10-50-8" }, "r264": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-1" }, "r265": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(e)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r266": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r267": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r268": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r269": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(k)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r270": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(k)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r271": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r272": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(m)(2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r273": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(n))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r274": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-04(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-3" }, "r275": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-23" }, "r276": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-24" }, "r277": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-5" }, "r278": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1" }, "r279": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-1" }, "r280": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-11" }, "r281": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-11" }, "r282": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-3" }, "r283": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-4" }, "r284": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-7" }, "r285": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-7" }, "r286": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-8" }, "r287": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483443/250-10-50-9" }, "r288": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//260/tableOfContent" }, "r289": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-10" }, "r290": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-11" }, "r291": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-16" }, "r292": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-2" }, "r293": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-3" }, "r294": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r295": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r296": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r297": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "60B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-60B" }, "r298": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "65", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-65" }, "r299": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "66", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-66" }, "r300": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-7" }, "r301": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r302": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r303": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-2" }, "r304": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-3" }, "r305": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482635/260-10-55-15" }, "r306": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483014/272-10-45-1" }, "r307": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482987/272-10-50-1" }, "r308": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482987/272-10-50-3" }, "r309": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r310": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r311": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r312": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r313": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "22", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-22" }, "r314": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r315": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r316": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r317": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r318": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r319": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r320": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r321": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-32" }, "r322": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "40", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-40" }, "r323": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-41" }, "r324": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "41", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-41" }, "r325": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "42", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-42" }, "r326": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-2" }, "r327": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481990/310-10-45-9" }, "r328": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-1" }, "r329": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481962/310-10-50-2" }, "r330": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "310", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481569/310-20-50-1" }, "r331": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r332": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r333": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(aa)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r334": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(aaa)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r335": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r336": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r337": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-2" }, "r338": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-3" }, "r339": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-3" }, "r340": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-3" }, "r341": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-3" }, "r342": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-3" }, "r343": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r344": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r345": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(aaa)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r346": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r347": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r348": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r349": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r350": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r351": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r352": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5" }, "r353": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5A" }, "r354": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5A" }, "r355": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5A", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5A" }, "r356": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5B" }, "r357": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5B" }, "r358": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5B" }, "r359": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5B" }, "r360": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-5B" }, "r361": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r362": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "4", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-4" }, "r363": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "5", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479654/326-10-65-5" }, "r364": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479319/326-20-50-11" }, "r365": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479319/326-20-50-13" }, "r366": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479319/326-20-50-14" }, "r367": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479319/326-20-50-16" }, "r368": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479319/326-20-50-5" }, "r369": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479106/326-30-50-4" }, "r370": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479106/326-30-50-7" }, "r371": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "326", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479106/326-30-50-9" }, "r372": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "440", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482648/440-10-50-4" }, "r373": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "440", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482648/440-10-50-4" }, "r374": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-4" }, "r375": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-9" }, "r376": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1" }, "r377": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1" }, "r378": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r379": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r380": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r381": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r382": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r383": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r384": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r385": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r386": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r387": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r388": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r389": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r390": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r391": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r392": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r393": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r394": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r395": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r396": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E" }, "r397": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E" }, "r398": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1E", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1E" }, "r399": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r400": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r401": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r402": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1F", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1F" }, "r403": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1I", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1I" }, "r404": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-4" }, "r405": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-4" }, "r406": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r407": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r408": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r409": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r410": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r411": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r412": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r413": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14" }, "r414": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14" }, "r415": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-14" }, "r416": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "16", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-16" }, "r417": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r418": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r419": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r420": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-18" }, "r421": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-2" }, "r422": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.3-04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480008/505-10-S99-1" }, "r423": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-10" }, "r424": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-12" }, "r425": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-12" }, "r426": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-12" }, "r427": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-12" }, "r428": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-12" }, "r429": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-13" }, "r430": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-15" }, "r431": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-17" }, "r432": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-18" }, "r433": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "18", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-18" }, "r434": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-19" }, "r435": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-20" }, "r436": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-20" }, "r437": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-20" }, "r438": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-20" }, "r439": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-4" }, "r440": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-5" }, "r441": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-9" }, "r442": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r443": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r444": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r445": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(A)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r446": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(B)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r447": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(02)(C)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r448": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r449": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(n)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r450": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-5" }, "r451": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "35", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480483/718-10-35-2" }, "r452": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r453": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r454": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r455": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r456": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r457": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r458": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r459": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r460": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r461": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r462": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(1)(iv)(04)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r463": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r464": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r465": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r466": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r467": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(02)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r468": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)(2)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r469": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r470": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r471": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r472": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r473": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r474": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r475": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r476": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r477": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(f)(2)(v)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480429/718-10-50-2" }, "r478": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "15", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15" }, "r479": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "15", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15" }, "r480": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "718", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "15", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480336/718-10-65-15" }, "r481": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//740/tableOfContent" }, "r482": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-25" }, "r483": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "28", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-28" }, "r484": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-4" }, "r485": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482525/740-10-45-6" }, "r486": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-10" }, "r487": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12" }, "r488": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-14" }, "r489": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-15" }, "r490": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "17", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-17" }, "r491": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-19" }, "r492": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r493": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r494": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r495": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-20" }, "r496": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-21" }, "r497": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r498": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r499": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(d)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8" }, "r500": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "8", "Subparagraph": "(d)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482615/740-10-65-8" }, "r501": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r502": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB TOPIC 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r503": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r504": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r505": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SAB Topic 11.C)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-2" }, "r506": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "270", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482526/740-270-50-1" }, "r507": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "740", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482603/740-30-50-2" }, "r508": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "805", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479907/805-20-50-5" }, "r509": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "19", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-19" }, "r510": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-25" }, "r511": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "25", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481231/810-10-45-25" }, "r512": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A" }, "r513": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1A", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-1A" }, "r514": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-3" }, "r515": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481203/810-10-50-3" }, "r516": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4E", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4E" }, "r517": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5C", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-5C" }, "r518": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r519": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r520": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r521": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(iii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r522": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(h)(1)(iv)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r523": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "6", "Subparagraph": "(i)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480528/815-20-65-6" }, "r524": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480237/815-40-50-5" }, "r525": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480237/815-40-50-6" }, "r526": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r527": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r528": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r529": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r530": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r531": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r532": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r533": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(bbb)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r534": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-2" }, "r535": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-3" }, "r536": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "820", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482106/820-10-50-6A" }, "r537": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482736/825-10-45-2" }, "r538": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-10" }, "r539": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-28" }, "r540": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-17" }, "r541": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r542": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r543": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r544": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "20", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481694/830-30-45-20" }, "r545": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481674/830-30-50-1" }, "r546": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "830", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481674/830-30-50-2" }, "r547": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483013/835-20-50-1" }, "r548": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483013/835-20-50-1" }, "r549": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "835", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482900/835-30-50-1" }, "r550": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "848", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(a)(3)(iii)(03)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483550/848-10-65-2" }, "r551": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r552": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r553": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-2" }, "r554": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-3" }, "r555": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481435/852-10-45-14" }, "r556": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//855/tableOfContent" }, "r557": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-2" }, "r558": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "855", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483399/855-10-50-2" }, "r559": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r560": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)(2)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r561": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r562": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r563": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r564": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(bb)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r565": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r566": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r567": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r568": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r569": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r570": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r571": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r572": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481444/860-30-45-1" }, "r573": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481420/860-30-50-7" }, "r574": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-3" }, "r575": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-3" }, "r576": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-3" }, "r577": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)(4)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-3" }, "r578": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r579": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r580": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r581": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r582": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(5)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r583": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(6)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r584": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)(7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r585": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r586": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r587": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r588": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "860", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481229/860-50-50-4" }, "r589": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "910", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482546/910-10-50-6" }, "r590": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "924", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 11.L)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479941/924-10-S99-1" }, "r591": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15" }, "r592": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "15", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-15" }, "r593": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20" }, "r594": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "20", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-20" }, "r595": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-28" }, "r596": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-28" }, "r597": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-30" }, "r598": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r599": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "33", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33" }, "r600": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "33", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33" }, "r601": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35" }, "r602": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35A", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A" }, "r603": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "35A", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-35A" }, "r604": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-4" }, "r605": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-4" }, "r606": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-4" }, "r607": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r608": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r609": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r610": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r611": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r612": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r613": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-6" }, "r614": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-7" }, "r615": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8" }, "r616": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8" }, "r617": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8" }, "r618": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-9" }, "r619": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-04(27))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483589/942-220-S99-1" }, "r620": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.9-05(b)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479557/942-235-S99-1" }, "r621": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "942", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480842/942-360-50-1" }, "r622": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(12))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r623": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r624": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r625": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(24))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r626": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(25))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r627": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r628": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(11))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r629": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(16))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r630": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r631": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(18))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r632": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r633": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(23))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r634": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(7)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r635": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-04(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483586/944-220-S99-1" }, "r636": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column A))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r637": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r638": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r639": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r640": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r641": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-17(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480149/944-235-S99-2" }, "r642": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7A", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-7A" }, "r643": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r644": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(f)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r645": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(f)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r646": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(g)(2)(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r647": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "2", "Subparagraph": "(h)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480016/944-40-65-2" }, "r648": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "944", "SubTopic": "825", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479383/944-825-50-1B" }, "r649": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480424/946-10-50-1" }, "r650": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480424/946-10-50-2" }, "r651": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r652": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(h)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r653": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r654": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r655": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r656": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-03(i)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479886/946-10-S99-3" }, "r657": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-11" }, "r658": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480990/946-20-50-13" }, "r659": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-3" }, "r660": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-3" }, "r661": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-4" }, "r662": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-2" }, "r663": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "27", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-27" }, "r664": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-3" }, "r665": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r666": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r667": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r668": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r669": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r670": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r671": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r672": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(h)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480737/946-205-50-7" }, "r673": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480555/946-210-45-4" }, "r674": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-1" }, "r675": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-2" }, "r676": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r677": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(4)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r678": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r679": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r680": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r681": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r682": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r683": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(12)(b)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r684": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r685": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(13)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r686": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(14))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r687": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(15))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r688": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(16)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r689": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(17))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r690": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(19))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r691": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r692": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(2)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r693": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r694": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r695": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(3)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r696": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r697": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r698": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r699": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(6)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r700": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r701": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r702": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(c))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r703": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r704": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-04(9)(e))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-1" }, "r705": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.6-05(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-2" }, "r706": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.6-05(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479617/946-210-S99-2" }, "r707": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3" }, "r708": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "7", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-7" }, "r709": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483580/946-220-50-3" }, "r710": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r711": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r712": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(c)(2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r713": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(c)(2)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r714": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(2)(g)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r715": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r716": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r717": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r718": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r719": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r720": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r721": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(a)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r722": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r723": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r724": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r725": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r726": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r727": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(7)(c)(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r728": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.6-07(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-1" }, "r729": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(1)(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r730": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r731": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(6))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r732": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r733": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2" }, "r734": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481062/946-235-50-2" }, "r735": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480833/946-310-45-1" }, "r736": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r737": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column C)(Footnote 5))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r738": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r739": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column C)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r740": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r741": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r742": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r743": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column A)(Footnote 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r744": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column A)(Footnote 3))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r745": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column B)(Footnote 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r746": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r747": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5", "Subparagraph": "(SX 210.12-13(Column G)(Footnote 8))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5" }, "r748": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5B", "Subparagraph": "(SX 210.12-13B(Column E)(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5B" }, "r749": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5B", "Subparagraph": "(SX 210.12-13B(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5B" }, "r750": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5C", "Subparagraph": "(SX 210.12-13C(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5C" }, "r751": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "5C", "Subparagraph": "(SX 210.12-13C(Column H)(Footnote 7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-5C" }, "r752": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r753": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column F)(Footnote 7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r754": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-1" }, "r755": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r756": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r757": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r758": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-2" }, "r759": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-3" }, "r760": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "946", "SubTopic": "505", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481004/946-505-50-6" }, "r761": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "948", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479851/948-310-S99-1" }, "r762": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481027/954-310-50-2" }, "r763": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "954", "SubTopic": "440", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480327/954-440-50-1" }, "r764": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column B))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r765": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column C))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r766": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column D))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r767": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column E))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r768": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column F))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r769": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column G))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r770": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column H))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r771": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Column I))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r772": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r773": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "970", "SubTopic": "360", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479438/970-360-S99-1" }, "r774": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "976", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482856/976-310-50-1" }, "r775": { "role": "http://www.xbrl.org/2003/role/disclosureRef", "Topic": "978", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482707/978-310-50-1" }, "r776": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(e)", "SubTopic": "10", "Topic": "235", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4" }, "r777": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(a)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H" }, "r778": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(b)", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H" }, "r779": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "7", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482245/932-235-55-7" }, "r780": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483467/210-10-45-1" }, "r781": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "16", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-16" }, "r782": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "20", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-20" }, "r783": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "21", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-21" }, "r784": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "210", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "22", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483444/210-20-55-22" }, "r785": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4" }, "r786": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483426/235-10-50-4" }, "r787": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "52", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482635/260-10-55-52" }, "r788": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-30" }, "r789": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "280", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482810/280-10-50-31" }, "r790": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "310", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "12A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481933/310-10-55-12A" }, "r791": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "326", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479081/326-30-55-8" }, "r792": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r793": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69B", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69B" }, "r794": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69C", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69C" }, "r795": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69E", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69E" }, "r796": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "69F", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481568/470-20-55-69F" }, "r797": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "505", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "13", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481112/505-10-50-13" }, "r798": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r799": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r800": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r801": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r802": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r803": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r804": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(g)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r805": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(ii)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r806": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)(iv)(01)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r807": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "17", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480482/715-20-55-17" }, "r808": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "11", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-11" }, "r809": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480576/715-80-50-6" }, "r810": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "715", "SubTopic": "80", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "8", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480547/715-80-55-8" }, "r811": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "805", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479908/805-50-55-1" }, "r812": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4J", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4J" }, "r813": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "810", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "4K", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481175/810-10-55-4K" }, "r814": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481372/852-10-55-10" }, "r815": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482245/932-235-55-2" }, "r816": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482245/932-235-55-6" }, "r817": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479401/944-30-55-2" }, "r818": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "29F", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-29F" }, "r819": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-1" }, "r820": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480524/946-210-50-6" }, "r821": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480493/946-210-55-1" }, "r822": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "310", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480833/946-310-45-1" }, "r823": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.12-12(Column A)(Footnote 2)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-1" }, "r824": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "2", "Subparagraph": "(SX 210.12-12A(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-2" }, "r825": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.12-12B(Column A)(Footnote 1)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-3" }, "r826": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "320", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "6", "Subparagraph": "(SX 210.12-14(Column A)(Footnote 2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480032/946-320-S99-6" }, "r827": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "405", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480191/946-405-45-2" }, "r828": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-10" }, "r829": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "11", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-11" }, "r830": { "role": "http://www.xbrl.org/2003/role/exampleRef", "Topic": "946", "SubTopic": "830", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480167/946-830-55-12" }, "r831": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b" }, "r832": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b-2" }, "r833": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "b-23" }, "r834": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Exchange Act", "Number": "240", "Section": "12", "Subsection": "d1-1" }, "r835": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 10-K", "Number": "249", "Section": "310" }, "r836": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Number": "249", "Section": "220", "Subsection": "f" }, "r837": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "16", "Subsection": "J", "Paragraph": "a" }, "r838": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1" }, "r839": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i" }, "r840": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "A" }, "r841": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "B" }, "r842": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "C" }, "r843": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "D" }, "r844": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "i", "Sentence": "E" }, "r845": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "ii" }, "r846": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "1", "Subparagraph": "iii" }, "r847": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Section": "6", "Subsection": "F", "Paragraph": "2" }, "r848": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 20-F", "Subsection": "F", "Paragraph": "1", "Subparagraph": "ii", "Section": "6" }, "r849": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Number": "249", "Section": "240", "Subsection": "f" }, "r850": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a" }, "r851": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1" }, "r852": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "i" }, "r853": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "ii" }, "r854": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iii" }, "r855": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iv" }, "r856": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "1", "Sentence": "v" }, "r857": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "2" }, "r858": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "a", "Subparagraph": "3" }, "r859": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form 40-F", "Section": "19", "Paragraph": "b" }, "r860": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a" }, "r861": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1" }, "r862": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "i" }, "r863": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "ii" }, "r864": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iii" }, "r865": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "iv" }, "r866": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "1", "Sentence": "v" }, "r867": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "2" }, "r868": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "a", "Subparagraph": "3" }, "r869": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Form N-CSR", "Section": "18", "Paragraph": "b" }, "r870": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Section": "13", "Subsection": "a-1" }, "r871": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v" }, "r872": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "1" }, "r873": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "ii" }, "r874": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "iii" }, "r875": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "iv" }, "r876": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "2", "Subparagraph": "vi" }, "r877": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "3" }, "r878": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "4" }, "r879": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "i" }, "r880": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "ii" }, "r881": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "iii" }, "r882": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "5", "Subparagraph": "iv" }, "r883": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "6" }, "r884": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "v", "Paragraph": "6", "Subparagraph": "i" }, "r885": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w" }, "r886": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1" }, "r887": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i" }, "r888": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "A" }, "r889": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "B" }, "r890": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "C" }, "r891": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "D" }, "r892": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "i", "Sentence": "E" }, "r893": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "ii" }, "r894": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "1", "Subparagraph": "iii" }, "r895": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "w", "Paragraph": "2" }, "r896": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "1" }, "r897": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2" }, "r898": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "A" }, "r899": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "C" }, "r900": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "D" }, "r901": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "E" }, "r902": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "402", "Subsection": "x", "Paragraph": "2", "Subparagraph": "ii", "Sentence": "F" }, "r903": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a" }, "r904": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "1" }, "r905": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "A" }, "r906": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "B" }, "r907": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "C" }, "r908": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "a", "Paragraph": "2", "Subparagraph": "D" }, "r909": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-K", "Number": "229", "Section": "408", "Subsection": "b", "Paragraph": "1" }, "r910": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Regulation S-T", "Number": "232", "Section": "405" }, "r911": { "role": "http://www.xbrl.org/2003/role/presentationRef", "Publisher": "SEC", "Name": "Securities Act", "Number": "230", "Section": "405" }, "r912": { "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef", "Topic": "272", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483014/272-10-45-3" }, "r913": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "15", "SubTopic": "10", "Topic": "230", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-15" }, "r914": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "SubTopic": "825", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479383/944-825-50-1B" }, "r915": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "30", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-30" }, "r916": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "31", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-31" }, "r917": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "32", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-32" }, "r918": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "33", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-33" }, "r919": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "36", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-36" }, "r920": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-4" }, "r921": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4CC", "SubTopic": "10", "Topic": "815", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4CC" }, "r922": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4H", "SubTopic": "40", "Topic": "944", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480081/944-40-50-4H" }, "r923": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-6" }, "r924": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-7" }, "r925": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "8", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-8" }, "r926": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "SubTopic": "235", "Topic": "932", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-9" }, "r927": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(a)", "SubTopic": "10", "Topic": "740", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r928": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Form 20-F", "Section": "Item 18", "Subsection": "Instruction 2", "Publisher": "SEC" }, "r929": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1202", "Paragraph": "(a)", "Subparagraph": "(2)", "Publisher": "SEC" }, "r930": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1204", "Paragraph": "(b)", "Subparagraph": "(1)", "Publisher": "SEC" }, "r931": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1204", "Paragraph": "(b)", "Subparagraph": "(2)", "Publisher": "SEC" }, "r932": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1204", "Paragraph": "b", "Subparagraph": "(2)", "Publisher": "SEC" }, "r933": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1204", "Publisher": "SEC" }, "r934": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1205", "Paragraph": "(a)", "Subparagraph": "(2)", "Publisher": "SEC" }, "r935": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(a)", "Publisher": "SEC" }, "r936": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(b)", "Subparagraph": "(1)", "Publisher": "SEC" }, "r937": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(b)", "Subparagraph": "(2)", "Publisher": "SEC" }, "r938": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(b)", "Subparagraph": "(3)", "Publisher": "SEC" }, "r939": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(c)", "Subparagraph": "(2)(i)", "Publisher": "SEC" }, "r940": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(c)", "Subparagraph": "(2)(ii)", "Publisher": "SEC" }, "r941": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-K (SK)", "Number": "229", "Section": "1402", "Paragraph": "(c)", "Subparagraph": "(2)(iii)", "Publisher": "SEC" }, "r942": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "13", "Subsection": "01", "Paragraph": "(a)", "Subparagraph": "(4)(i)", "Publisher": "SEC" }, "r943": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "13", "Subsection": "01", "Paragraph": "(a)", "Subparagraph": "(4)(iv)", "Publisher": "SEC" }, "r944": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Name": "Regulation S-X (SX)", "Number": "210", "Section": "13", "Subsection": "02", "Paragraph": "(a)", "Subparagraph": "(4)(iv)", "Publisher": "SEC" }, "r945": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "205", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483504/205-10-50-1" }, "r946": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(13))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r947": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(3)(a)(4))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r948": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "210", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.5-02(9))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480566/210-10-S99-1" }, "r949": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "220", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482765/220-10-50-6" }, "r950": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "230", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "14", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482740/230-10-45-14" }, "r951": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(d))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r952": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(f))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r953": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r954": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r955": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(k)(1))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r956": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "235", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.4-08(k)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480678/235-10-S99-1" }, "r957": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "23", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-23" }, "r958": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "24", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-24" }, "r959": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "250", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "5", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483421/250-10-45-5" }, "r960": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "55", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482689/260-10-45-55" }, "r961": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "260", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482662/260-10-50-1" }, "r962": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "320", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481800/320-10-50-9" }, "r963": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "321", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479536/321-10-50-3" }, "r964": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "321", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479536/321-10-50-3" }, "r965": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "321", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479536/321-10-50-3" }, "r966": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "323", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481687/323-10-50-3" }, "r967": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "410", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481931/410-30-50-10" }, "r968": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "Name": "Accounting Standards Codification", "Publisher": "FASB", "URI": "https://asc.fasb.org//450/tableOfContent" }, "r969": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483076/450-20-50-9" }, "r970": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "450", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480102/450-20-S99-1" }, "r971": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r972": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r973": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r974": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1A", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1A" }, "r975": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1B", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480097/470-10-S99-1B" }, "r976": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1B", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1B" }, "r977": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "470", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1D", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481139/470-20-50-1D" }, "r978": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479806/606-10-50-5" }, "r979": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "606", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "91", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479777/606-10-55-91" }, "r980": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "715", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(n)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480506/715-20-50-1" }, "r981": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "10", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-10" }, "r982": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "12", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-12" }, "r983": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-2" }, "r984": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "6", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-6" }, "r985": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r986": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "9", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482685/740-10-50-9" }, "r987": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "740", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SAB Topic 6.I.7)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479360/740-10-S99-1" }, "r988": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "805", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "15", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480123/805-50-15-3" }, "r989": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "805", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480060/805-50-25-1" }, "r990": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "805", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "30", "Paragraph": "1", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480027/805-50-30-1" }, "r991": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "805", "SubTopic": "50", "Name": "Accounting Standards Codification", "Section": "30", "Paragraph": "2", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480027/805-50-30-2" }, "r992": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "815", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4A", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4A" }, "r993": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "815", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4D", "Subparagraph": "(a)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480434/815-10-50-4D" }, "r994": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "815", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "25", "Paragraph": "6A", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480682/815-20-25-6A" }, "r995": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "815", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "65", "Paragraph": "1", "Subparagraph": "(e)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480175/815-40-65-1" }, "r996": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "825", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "28", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482907/825-10-50-28" }, "r997": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r998": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "1", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-1" }, "r999": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "850", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483326/850-10-50-3" }, "r1000": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481404/852-10-50-7" }, "r1001": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "852", "SubTopic": "10", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "7", "Subparagraph": "(b)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481404/852-10-50-7" }, "r1002": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r1003": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r1004": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "3", "Subparagraph": "(c)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-3" }, "r1005": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(1)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r1006": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(2)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r1007": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "860", "SubTopic": "20", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "4", "Subparagraph": "(b)(3)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147481326/860-20-50-4" }, "r1008": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r1009": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r1010": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r1011": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(d)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r1012": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(e)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r1013": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "932", "SubTopic": "235", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "5", "Subparagraph": "(f)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147482274/932-235-50-5" }, "r1014": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(15)(a))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r1015": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "210", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "1", "Subparagraph": "(SX 210.7-03(a)(16)(a)(2))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479440/944-210-S99-1" }, "r1016": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "30", "Name": "Accounting Standards Codification", "Section": "50", "Paragraph": "2B", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147479432/944-30-50-2B" }, "r1017": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "944", "SubTopic": "40", "Name": "Accounting Standards Codification", "Section": "55", "Paragraph": "13H", "Subparagraph": "(c)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480046/944-40-55-13H" }, "r1018": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "205", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "4", "Subparagraph": "(a)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147480767/946-205-45-4" }, "r1019": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "45", "Paragraph": "3", "Subparagraph": "(i)", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483581/946-220-45-3" }, "r1020": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(4)(b))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" }, "r1021": { "role": "http://www.xbrl.org/2009/role/commonPracticeRef", "Topic": "946", "SubTopic": "220", "Name": "Accounting Standards Codification", "Section": "S99", "Paragraph": "3", "Subparagraph": "(SX 210.6-09(7))", "Publisher": "FASB", "URI": "https://asc.fasb.org//1943274/2147483575/946-220-S99-3" } } } ZIP 100 0001602065-24-000010-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001602065-24-000010-xbrl.zip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