UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 10-Q  
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from       to      
Commission File Number: 001-36463        
 
PARSLEY ENERGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
46-4314192
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
303 Colorado Street, Suite 3000
Austin, Texas
 
78701
(Address of principal executive offices)
 
(Zip Code)
(737) 704-2300
(Registrant’s telephone number, including area code)
  
(Former name, former address and former fiscal year, if changed since last report)  
 
 
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   x   No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes   x   No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filer x
 
 
 
Accelerated filer ¨
 
 
 
Non-accelerated filer ¨
 
 
 
Smaller reporting company ¨
 
 
(Do not check if a smaller 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ¨ No   x
As of August 4, 2017 , the registrant had 247,647,267 shares of Class A common stock and 66,750,683 shares of Class B common stock outstanding.
 


PARSLEY ENERGY, INC.
TABLE OF CONTENTS  
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the "Quarterly Report") includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should carefully consider the risk factors and other cautionary statements described under the heading "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 (the "Annual Report") and the risk factors and other cautionary statements contained in our other filings with the United States Securities and Exchange Commission ("SEC"). These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events.

Forward-looking statements may include statements about our:
•
business strategy;
•
reserves;
•
exploration and development drilling prospects, inventories, projects and programs;
•
ability to replace the reserves we produce through drilling and property acquisitions;
•
financial strategy, liquidity and capital required for our development program;
•
realized oil, natural gas and natural gas liquids ("NGLs") prices;
•
timing and amount of future production of oil, natural gas and NGLs;
•
hedging strategy and results;
•
future drilling plans;
•
competition and government regulations;
•
ability to obtain permits and governmental approvals;
•
pending legal or environmental matters;
•
marketing of oil, natural gas and NGLs;
•
leasehold or business acquisitions;
•
costs of developing our properties;
•
general economic conditions;
•
credit markets;
•
uncertainty regarding our future operating results; and
•
plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.
    
All forward-looking statements speak only as of the date of this Quarterly Report. You should not place undue reliance on these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to 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 contained in any forward-looking statements we may make. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or occur, and actual results could differ materially and adversely from those anticipated or implied by the forward-looking statements.
 

3

Table of Contents

GLOSSARY OF CERTAIN TERMS AND CONVENTIONS USED HEREIN
The terms defined in this section are used throughout this Quarterly Report:
(1)
Bbl . One stock tank barrel, of 42 U.S. gallons liquid volume, used in reference to crude oil, condensate or natural gas liquids.
(2)
Boe . One barrel of oil equivalent, with 6,000 cubic feet of natural gas being equivalent to one barrel of oil.
(3)
Boe/d . One barrel of oil equivalent per day.
(4)
British thermal unit  or Btu . The heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.
(5)
Completion . The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
(6)
Condensate . A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
(7)
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.
(8)
Developed acreage . Acreage spaced or assigned to productive wells, excluding undrilled acreage held by production under the terms of the lease.
(9)
Exploitation . A 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.
(10)
Exploration costs. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and natural gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:
 
(i)
Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are referred to as geological and geophysical costs or G&G costs.
 
(ii)
Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title deference, and the maintenance of land and lease records.
 
(iii)
Dry hole contributions and bottom hole contributions.
 
(iv)
Costs of drilling and equipping exploratory wells.
 
(v)
Costs of drilling exploratory-type stratigraphic test wells.
 
(vi)
Idle drilling rig fees which are not chargeable to joint operations.
(11)
Exploratory well.  A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or natural gas in another reservoir.
(12)
Field . An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations. For a complete definition of field, refer to the SEC’s Regulation S-X, Rule 4-10(a)(15).
(13)
Formation . A layer of rock which has distinct characteristics that differ from nearby rock.
(14)
GAAP . Accounting principles generally accepted in the United States.

4

Table of Contents

(15)
Gross acres or gross wells . The total acres or wells, as the case may be, in which an entity owns a working interest.
(16)
Horizontal drilling. A drilling technique where a well is drilled vertically to a certain depth and then drilled laterally within a specified target zone.
(17)
Lease operating expense. All direct and allocated indirect costs of lifting hydrocarbons from a producing formation to the surface constituting part of the current operating expenses of a working interest. Such costs include labor, superintendence, supplies, repairs, maintenance, allocated overhead charges, workover, insurance and other expenses incidental to production, but exclude lease acquisition or drilling or completion expenses.
(18)
LIBOR . London Interbank Offered Rate.
(19)
MBbl . One thousand barrels of crude oil, condensate or NGLs.
(20)
MBoe . One thousand barrels of oil equivalent.
(21)
Mcf . One thousand cubic feet of natural gas.
(22)
MMBtu . One million British thermal units.  
(23)
MMcf . One million cubic feet of natural gas.
(24)
Natural gas liquids or NGLs . The combination of ethane, propane, butane, isobutane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature.
(25)
Net acres or net wells . The percentage of total acres or wells, as the case may be, an owner has out of a particular number of gross acres or wells. For example, an owner who has a 50% interest in 100 gross acres owns 50 net acres.
(26)
NYMEX . The New York Mercantile Exchange.
(27)
Operator . The entity responsible for the exploration, development and production of a well or lease.
(28)
PE Units . The single class of units that represents all of the membership interests (including outstanding incentive units) in Parsley Energy, LLC.
(29)
Proved developed reserves . Proved reserves 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 with the cost of a new well; or
 
(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.
(30)
Proved reserves . 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. 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. For a complete definition of proved oil and natural gas reserves, refer to the SEC’s Regulation S-X, Rule 4-10(a)(22).
(31)
Proved undeveloped reserves  or PUDs . Proved 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. The following rules apply to PUDs:
 
(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;

5

Table of Contents

 
(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; and

 
(iii)
Under no circumstances shall estimates for proved 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, or by other evidence using reliable technology establishing reasonable certainty.
(32)
Reasonable certainty . A high degree of confidence. For a complete definition of reasonable certainty, refer to the SEC’s Regulation S-X, Rule 4-10(a)(24).
(33)
Recompletion . The 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.
(34)
Reliable technology . A grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.
(35)
Reserves.  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 prospects 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 market and all permits and financing required to implement the project.
(36)
Reservoir.  A porous and permeable underground formation containing a natural accumulation of producible hydrocarbons that is confined by impermeable rock or water barriers and is separate from other reservoirs.
(37)
SEC.  The United States Securities and Exchange Commission.
(38)
Spacing.  The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g. , 40-acre spacing, and is often established by regulatory agencies.
(39)
Undeveloped acreage.  Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or natural gas regardless of whether such acreage contains proved reserves.
(40)
Wellbore.  The hole drilled by the bit that is equipped for oil or gas production on a completed well. Also called well or borehole.  
(41)
Working interest.  The right granted to the lessee of a property to explore for and to produce and own oil, natural gas or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.
(42)
Workover.  Operations on a producing well to restore or increase production.
(43)
WTI.  West Texas Intermediate crude oil, which is a light, sweet crude oil, characterized by an American Petroleum Institute gravity, or API gravity, between 39 and 41 and a sulfur content of approximately 0.4 weight percent that is used as a benchmark for other crude oils.

6

Table of Contents

PART 1: FINANCIAL INFORMATION
Item 1:  Financial Statements
PARSLEY ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 
June 30, 2017
 
December 31, 2016
 
(In thousands)
ASSETS
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
502,616

 
$
133,379

Restricted cash
3,889

 
3,290

Accounts receivable:
 
 
 
Joint interest owners and other
17,826

 
12,698

Oil, natural gas and NGLs
76,621

 
59,174

Related parties
216

 
290

Short-term derivative instruments, net
117,825

 
39,708

Other current assets
8,053

 
50,949

Total current assets
727,046

 
299,488

PROPERTY, PLANT AND EQUIPMENT
 
 
 
Oil and natural gas properties, successful efforts method
7,803,119

 
4,063,417

Accumulated depreciation, depletion and impairment
(640,926
)
 
(506,175
)
Total oil and natural gas properties, net
7,162,193

 
3,557,242

Other property, plant and equipment, net
77,197

 
59,318

Total property, plant and equipment, net
7,239,390

 
3,616,560

NONCURRENT ASSETS
 
 
 
Long-term derivative instruments, net
109,940

 
16,416

Other noncurrent assets
9,226

 
6,318

Total noncurrent assets
119,166

 
22,734

TOTAL ASSETS
$
8,085,602

 
$
3,938,782

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
CURRENT LIABILITIES
 
 
 
Accounts payable and accrued expenses
$
336,926

 
$
162,317

Revenue and severance taxes payable
87,425

 
69,452

Current portion of long-term debt
3,806

 
67,214

Short-term derivative instruments, net
73,660

 
44,153

Current portion of asset retirement obligations
5,500

 
1,818

Total current liabilities
507,317

 
344,954

NONCURRENT LIABILITIES
 
 
 
Long-term debt
1,490,597

 
1,041,324

Asset retirement obligations
14,157

 
9,574

Deferred tax liability
10,375

 
5,483

Payable pursuant to TRA liability
114,876

 
94,326

Long-term derivative instruments, net
75,104

 
12,815

Total noncurrent liabilities
1,705,109

 
1,163,522

COMMITMENTS AND CONTINGENCIES

 

STOCKHOLDERS' EQUITY
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding
—

 
—

Common stock
 
 
 
Class A, $0.01 par value, 600,000,000 shares authorized, 246,667,121 shares issued and 246,523,242 shares outstanding at June 30, 2017 and 179,730,033 shares issued and 179,590,617 shares outstanding at December 31, 2016
2,467

 
1,797

Class B, $0.01 par value, 125,000,000 shares authorized, 67,857,091 and 28,008,573 shares issued and outstanding
at June 30, 2017 and December 31, 2016
679

 
280

Additional paid in capital
4,582,932

 
2,151,197

Retained earnings (accumulated deficit)
6,933

 
(63,255
)
Treasury stock, at cost, 143,879 shares and 139,416 shares at June 30, 2017 and December 31, 2016
(518
)
 
(381
)
Total stockholders' equity
4,592,493

 
2,089,638

Noncontrolling interest
1,280,683

 
340,668

Total equity
5,873,176

 
2,430,306

TOTAL LIABILITIES AND EQUITY
$
8,085,602

 
$
3,938,782

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7


PARSLEY ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands, except per share data)
REVENUES
 
 
 
 
 
 
 
Oil sales
178,066

 
$
91,129

 
$
347,811

 
$
143,160

Natural gas sales
12,983

 
5,834

 
25,450

 
11,377

Natural gas liquids sales
20,336

 
9,347

 
37,749

 
14,041

Other
2,292

 
562

 
3,525

 
782

Total revenues
213,677

 
106,872

 
414,535

 
169,360

OPERATING EXPENSES
 
 
 
 
 
 
 
Lease operating expenses
29,631

 
14,204

 
47,258

 
28,102

Production and ad valorem taxes
11,397

 
6,407

 
22,559

 
10,602

Depreciation, depletion and amortization
83,315

 
55,988

 
152,285

 
105,372

General and administrative expenses (including stock-based compensation of $5,251 and $3,391 for the three months ended June 30, 2017 and 2016 and $9,460 and $6,150 for the six months ended June 30, 2017 and 2016)
31,761

 
17,307

 
55,803

 
36,606

Exploration costs
2,442

 
8,978

 
5,205

 
9,666

Acquisition costs
7,176

 
486

 
8,520

 
486

Accretion of asset retirement obligations
193

 
215

 
329

 
385

Other operating expenses
2,503

 
1,651

 
4,786

 
2,547

Total operating expenses
168,418

 
105,236

 
296,745

 
193,766

OPERATING INCOME (LOSS)
45,259

 
1,636

 
117,790

 
(24,406
)
OTHER INCOME (EXPENSE)
 
 
 
 
 
 
 
Interest expense, net
(20,586
)
 
(12,199
)
 
(37,551
)
 
(23,393
)
Loss on sale of property
—

 
(469
)
 
—

 
(119
)
Loss on early extinguishment of debt
—

 
—

 
(3,891
)
 
—

Gain (loss) on derivatives
43,514

 
(27,304
)
 
68,130

 
(25,216
)
Change in TRA liability
—

 
—

 
(20,549
)
 
—

Other (expense) income
(177
)
 
(70
)
 
773

 
(531
)
Total other income (expense), net
22,751

 
(40,042
)
 
6,912

 
(49,259
)
INCOME (LOSS) BEFORE INCOME TAXES
68,010

 
(38,406
)
 
124,702

 
(73,665
)
INCOME TAX (EXPENSE) BENEFIT
(12,216
)
 
10,918

 
(30,618
)
 
20,486

NET INCOME (LOSS)
55,794

 
(27,488
)
 
94,084

 
(53,179
)
LESS: NET (INCOME) LOSS ATTRIBUTABLE TO
   NONCONTROLLING INTERESTS
(15,048
)
 
6,111

 
(23,896
)
 
12,448

NET INCOME (LOSS) ATTRIBUTABLE TO
PARSLEY ENERGY, INC. STOCKHOLDERS
$
40,746

 
$
(21,377
)
 
$
70,188

 
$
(40,731
)
 
 
 
 
 
 
 
 
Net income (loss) per common share:
 
 
 
 
 
 
 
Basic
$
0.17

 
$
(0.13
)
 
$
0.30

 
$
(0.28
)
Diluted
$
0.17

 
$
(0.13
)
 
$
0.30

 
$
(0.28
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
245,698

 
158,662

 
233,255

 
147,313

Diluted
246,792

 
158,662

 
234,315

 
147,313

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8


PARSLEY ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)

 
Issued Shares
 
 
 
 
 
 
 
 
 
Shares
 
 
 
 
 
 
 
 
 
Class A
Common Stock
 
Class B
Common Stock
 
Class A
Common Stock
 
Class B
Common Stock
 
Additional
paid in capital
 
Retained earnings (accumulated deficit)
 
Treasury stock
 
Treasury stock
 
Total
stockholders'
equity
 
Noncontrolling
interest
 
Total equity
 
(In thousands)
Balance at
  December 31, 2016
179,730

 
28,008

 
$
1,797

 
$
280

 
$
2,151,197

 
$
(63,255
)
 
139

 
$
(381
)
 
$
2,089,638

 
$
340,668

 
$
2,430,306

Issuance proceeds, net of
  underwriters discount
  and expenses
66,700

 
—

 
667

 
—

 
2,122,860

 
—

 
—

 
—

 
2,123,527

 
—

 
2,123,527

Shares of Class B Common Stock issued for acquisition
—

 
39,849

 
—

 
399

 
1,182,965

 
—

 
—

 
—

 
1,183,364

 
—

 
1,183,364

Change in equity
  due to issuance of PE
  Units by Parsley LLC
—

 
—

 
—

 
—

 
(915,749
)
 
—

 
—

 
—

 
(915,749
)
 
915,749

 
—

Decrease in net
  deferred tax liability
  due to issuance of
  PE Units by Parsley
  LLC
—

 
—

 
—

 
—

 
32,202

 
—

 
—

 
—

 
32,202

 
—

 
32,202

Investment in Pacesetter
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
370

 
370

Issuance of
  restricted stock
223

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Vesting of
  restricted stock units
14

 
—

 
3

 
—

 
(3
)
 
—

 
—

 
—

 
—

 
—

 
—

Repurchase of
   common stock
—

 
—

 
—

 
—

 
—

 
—

 
5

 
(137
)
 
(137
)
 
—

 
(137
)
Stock-based
  compensation
—

 
—

 
—

 
—

 
9,460

 
—

 
—

 
—

 
9,460

 
—

 
9,460

Net income
—

 
—

 
—

 
—

 
—

 
70,188

 
—

 
—

 
70,188

 
23,896

 
94,084

Balance at
June 30, 2017
246,667

 
67,857

 
$
2,467

 
$
679

 
$
4,582,932

 
$
6,933

 
144

 
$
(518
)
 
$
4,592,493

 
$
1,280,683

 
$
5,873,176

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9


PARSLEY ENERGY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)  
 
Six Months Ended June 30,
 
2017
 
2016
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income (loss)
$
94,084

 
$
(53,179
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
152,285

 
105,372

Accretion of asset retirement obligations
329

 
385

Loss on sale of property
—

 
119

Loss on early extinguishment of debt
3,891

 
—

Amortization and write off of deferred loan origination costs
1,803

 
1,385

Amortization of bond premium
(258
)
 
(383
)
Stock-based compensation
9,460

 
6,150

Deferred income tax expense (benefit)
30,476

 
(20,486
)
Change in TRA liability
20,549

 
—

(Gain) loss on derivatives
(68,130
)
 
25,216

Net cash received for derivative settlements
2,115

 
25,133

Net cash (paid) received for option premiums
(13,281
)
 
7,014

Net premiums (paid) received on options that settled during the period
(9,917
)
 
20,965

Other
261

 
5,677

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Restricted cash
(599
)
 
(1,019
)
Accounts receivable
(22,575
)
 
(52,521
)
Accounts receivable—related parties
74

 
(345
)
Other current assets
56,235

 
(39,037
)
Other noncurrent assets
(842
)
 
482

Accounts payable and accrued expenses
52,672

 
12,388

Revenue and severance taxes payable
17,973

 
8,487

Other noncurrent liabilities
—

 
2

Net cash provided by operating activities
326,605

 
51,805

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Development of oil and natural gas properties
(361,742
)
 
(252,764
)
Acquisitions of oil and natural gas properties
(2,088,286
)
 
(548,724
)
Additions to other property and equipment
(19,520
)
 
(6,487
)
Proceeds from sales and exchanges of oil and natural gas properties
13,557

 
—

Other
(630
)
 
—

Net cash used in investing activities
(2,456,621
)
 
(807,975
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Borrowings under long-term debt
452,480

 
200,000

Payments on long-term debt
(67,411
)
 
(503
)
Debt issuance costs
(9,206
)
 
(4,561
)
Proceeds from issuance of common stock, net
2,123,527

 
659,387

Repurchase of common stock
(137
)
 
(213
)
Net cash provided by financing activities
2,499,253

 
854,110

Net increase in cash and cash equivalents
369,237

 
97,940

Cash and cash equivalents at beginning of period
133,379

 
343,084

Cash and cash equivalents at end of period
$
502,616

 
$
441,024

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
Cash paid for interest
$
15,102

 
$
21,241

Cash paid for income taxes
$
200

 
$
315

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
 
 
 
Asset retirement obligations incurred, including changes in estimate
$
8,084

 
$
(1,257
)
Additions (reductions) to oil and natural gas properties - change in capital accruals
$
121,663

 
$
(6,281
)
Additions to other property and equipment funded by capital lease borrowings
$
2,500

 
$
505

Common stock issued for oil and natural gas properties
$
1,183,501

 
$
—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
 
Parsley Energy, Inc. (either individually or together with its subsidiaries, as the context requires, the "Company") was formed on December 11, 2013, pursuant to the laws of the State of Delaware, succeeding our predecessor, which began operations in August 2008 when it acquired operator rights to wells producing from the Spraberry Trend in the Midland Basin. The Company is engaged in the acquisition and development of unconventional oil and natural gas reserves located in the Permian Basin, which is located in West Texas and Southeastern New Mexico.
Double Eagle Acquisition
On April 20, 2017, the Company, and its subsidiary, Parsley Energy, LLC ("Parsley LLC"), completed the acquisition (the "Double Eagle Acquisition") of all of the interests in Double Eagle Lone Star LLC, DE Operating LLC, and Veritas Energy Partners, LLC (which are currently named Parsley DE Lone Star LLC, Parsley DE Operating LLC, and Parsley Veritas Energy Partners, LLC, respectively) from Double Eagle Energy Permian Operating LLC ("DE Operating"), Double Eagle Energy Permian LLC ("DE Permian"), and Double Eagle Energy Permian Member LLC (together with DE Operating and DE Permian, "Double Eagle"), as well as certain related transactions with an affiliate of Double Eagle. The aggregate purchase price for the Double Eagle Acquisition consisted of approximately (i) $1,394.7 million in cash and (ii) 39,848,518 units of PE Units and a corresponding 39,848,518 shares of the Company’s Class B common stock, par value $0.01 per share ("Class B Common Stock"). The Double Eagle Acquisition is discussed in further detail in Note 5—Acquisitions and divestitures.
As described further below, under the Second Amended and Restated Limited Liability Company Agreement of Parsley LLC (the "Second A&R Parsley LLC Agreement"), the holders of PE Units generally have the right to exchange their PE Units (and a corresponding number of shares of Class B Common Stock) for shares of the Company’s Class A common stock, par value $0.01 per share ("Class A Common Stock"), at an exchange ratio of one share of Class A Common Stock for each PE Unit (and corresponding share of Class B Common Stock) exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications.
NOTE 2. SUMMARY OF ACCOUNTING POLICIES
These condensed consolidated financial statements include the accounts of (i) the Company, (ii) Parsley LLC, (iii) the direct and indirect wholly owned subsidiaries of Parsley LLC (including Parsley DE Lone Star LLC, Parsley DE Operating LLC, Parsley Veritas Energy Partners, LLC and Parsley Novus Land Services LLC, the interests of which were acquired pursuant to the Double Eagle Acquisition), and (iv) an indirect, majority owned subsidiary of Parsley LLC, Pacesetter Drilling, LLC, of which Parsley LLC owns, indirectly, a 63.0% interest. Parsley LLC also owns, indirectly, a 42.5% noncontrolling interest in Spraberry Production Services, LLC ("SPS"). The Company accounts for its investment in SPS using the equity method of accounting. All significant intercompany and intra-company balances and transactions have been eliminated.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted in this Quarterly Report, as permitted by SEC rules and regulations. We believe the disclosures made in this Quarterly Report are adequate to make the information herein not misleading. We recommend that these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto included in the Annual Report.
The interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the operating results of the entire fiscal year ending December 31, 2017 .
Use of Estimates
These condensed consolidated financial statements and related notes are presented in accordance with GAAP. Preparation in accordance with GAAP requires us to (i) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board ("FASB") and by the SEC and (ii) make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The major estimates and assumptions impacting our condensed consolidated financial statements are the following:

11

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

•
estimates of proved reserves of oil and natural gas, which affect the calculations of depletion, depreciation and amortization ("DD&A") and impairment of capitalized costs of oil and natural gas properties;
•
estimates of asset retirement obligations;
•
estimates of the fair value of oil and natural gas properties we own, particularly properties that we have not yet explored, or fully explored, by drilling and completing wells;
•
impairment of undeveloped properties and other assets;
•
depreciation of property and equipment; and
•
valuation of commodity derivative instruments.

Actual results may differ from estimates and assumptions of future events and these revisions could be material. Future production may vary materially from estimated oil and natural gas proved reserves. Actual future prices may vary significantly from price assumptions used for determining proved reserves and for financial reporting.
Significant Accounting Policies
For a complete description of the Company’s significant accounting policies, see Note 2—Summary of Significant Accounting Policies in the Annual Report.
Cash and Cash Equivalents
The Company considers all cash on hand, depository accounts held by banks, money market accounts, commercial paper and investments with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in financial institutions in amounts that exceed the insurance limits of the Federal Deposit Insurance Corporation. However, management believes that the Company’s counterparty risks are minimal based on the reputation and history of the institutions selected.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform to the current presentation.
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers , which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition , and most industry-specific guidance. ASU 2014-09 provides companies with a single model for use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. In addition, new qualitative and quantitative disclosure requirements aim to enable financial statement users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for one year to fiscal years beginning after December 15, 2017. Early adoption is permitted for fiscal years beginning after December 15, 2016. In May 2016, the FASB issued ASU 2016-11, which rescinds guidance from the SEC on accounting for gas balancing arrangements and will eliminate the use of the entitlements method. Entities have the option of using either a full retrospective or modified approach to adopt the new standards. The Company has selected the modified retrospective approach for transition and plans to implement the new guidance on January 1, 2018. The amended guidance is not expected to materially affect the Company's condensed consolidated financial statements or notes to the condensed consolidated financial statements, but the Company does expect changes to the disclosures included in the notes to the condensed consolidated financial statements.


12

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which modifies lessees’ recognition of lease assets and lease liabilities for those leases classified as operating leases under previous GAAP. The amended guidance will be effective for the Company for annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the effect that ASU 2016-02 will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The amended guidance will be effective for the Company for annual periods beginning after December 15, 2017. The amendments should be applied using a retrospective transition method to each period presented. Early adoption is permitted for any entity in any interim or annual period. The Company has selected the retrospective transition method for transition and plans to implement the new guidance on January 1, 2018. The amended guidance is not expected to materially affect the Company's condensed consolidated financial statements or notes to the condensed consolidated financial statement, with the exception of the presentation of restricted cash and restricted cash equivalents on the condensed consolidated statements of cash flows.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this ASU provide a screen to determine when a set is not a business, which requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not considered a business. This reduces the number of transactions that require further evaluation. Further, this ASU provides a framework to assist entities in evaluating whether both an input and a substantive process are present as well as narrows the definition of the term output so that the term is consistent with how outputs are described in Topic 606. The amended guidance will be effective for the Company for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendments should be applied prospectively on or after their effective date and no disclosures are required at transition. Early adoption is for transactions for which the acquisition date or disposal date occurs before the issuance date or effective date of the amendment, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company plans to implement the new guidance on January 1, 2018 and because the ASU will be implemented on a prospective basis, will only affect the condensed consolidated financial statement and notes to the condensed consolidated financial statements in future periods.

NOTE 3. DERIVATIVE FINANCIAL INSTRUMENTS
Commodity Derivative Instruments and Concentration of Risk
Objective and Strategy
The Company utilizes put spread options, three-way collars, commodity swap contracts and basis swap contracts to (i) reduce the effect of price volatility on the commodities the Company produces and sells or consumes, (ii) support the Company's annual capital budgeting and expenditure plans and (iii) reduce commodity price risk associated with certain capital projects.
Oil Production Derivative Activities
All material physical sales contracts governing the Company's oil production are tied directly to, or are highly correlated with, WTI Phillips 66 oil prices. The Company uses put spread options, three-way collars and commodity swap contracts to manage oil price volatility and basis swap contracts to reduce basis risk between WTI prices and the actual index prices at which the oil is sold.

13

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table sets forth the volumes associated with the Company's outstanding oil derivative contracts expiring during the periods indicated and the weighted average oil prices for those contracts: 
Crude Options
Six Months Ending December 31, 2017
 
Year Ending
December 31, 2018
 
Year Ending
December 31, 2019
Put spreads
 
 
 
 
 
Purchased:
 
 
 
 
 
Puts  (1)
 
 
 
 
 
Notional (MBbl)
7,464

 
9,600

 
1,200

Weighted average strike price
$
51.08

 
$
51.17

 
$
50.00

Sold:
 
 
 
 
 
Puts  (1)
 
 
 
 
 
Notional (MBbl)
(7,464
)
 
(9,600
)
 
(1,200
)
Weighted average strike price
$
41.31

 
$
40.78

 
$
40.00

 
 
 
 
 
 
Three-way collars
 
 
 
 
 
Purchased:
 
 
 
 
 
Puts
 
 
 
 
 
Notional (MBbl)
—

 
8,700

 
3,000

Weighted average strike price
$
—

 
$
50.00

 
$
50.00

Sold:
 
 
 
 
 
Puts
 
 
 
 
 
Notional (MBbl)
—

 
(8,700
)
 
(3,000
)
Weighted average strike price
$
—

 
$
40.00

 
$
40.00

Calls
 
 
 
 
 
Notional (MBbl)
—

 
(8,700
)
 
(3,000
)
Weighted average strike price
$
—

 
$
75.40

 
$
80.40

 
 
 
 
 
 
Collars
 
 
 
 
 
Purchased:
 
 
 
 
 
Puts
 
 
 
 
 
Notional (MBbl)
736

 
1,095

 
—

Weighted average strike price
$
46.75

 
$
45.67

 
$
—

Sold:
 
 
 
 
 
Puts
 
 
 
 
 
Notional (MBbl)
(736
)
 
(1,095
)
 
—

Weighted average strike price
$
59.85

 
$
61.31

 
$
—

 
 
 
 
 
 
Swaps
 
 
 
 
 
Volume (MBbl)
92

 
183

 
—

Strike price ($/Bbl)
$
55.00

 
$
55.00

 
$
—

 
 
 
 
 
 
Basis swap contracts (2)
 
 
 
 
 
Midland-Cushing index swap volume (MBbl)
3,072

 
1,638

 
—

Swap price ($/Bbl)
$
(1.00
)
 
$
(0.91
)
 
$
—

 

14

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)
Excludes 4,278 notional MBbls with a fair value of $22.4 million related to amounts recognized under master netting agreements with derivative counterparties.
(2)
Represents swaps that fix the basis differentials between the index prices at which the Company sells its oil produced in the Permian Basin and the Cushing WTI price.

Natural Gas Production Derivative Activities
All material physical sales contracts governing the Company's natural gas production are tied directly or indirectly to NYMEX Henry Hub natural gas prices or regional index prices where the natural gas is sold. The Company uses three-way collars and commodity swap contracts to manage natural gas price volatility.
The following table sets forth the volumes associated with the Company's outstanding natural gas derivative contracts expiring during the period indicated and the weighted average natural gas prices for those contracts:
Natural Gas
 
Six Months Ending December 31, 2017
 
Year Ending
December 31, 2018
Three-way collars
 
 
 
 
Purchased:
 
 
 
 
Puts
 
 
 
 
Notional (MMbtu)
 
2,850

 
2,400

Weighted average strike price
 
$
2.75

 
$
3.25

Sold:
 
 
 
 
Puts
 
 
 
 
Notional (MMbtu)
 
(2,850
)
 
(2,400
)
Weighted average strike price
 
$
2.36

 
$
2.60

Calls
 
 
 
 
Notional (MMbtu)
 
(2,850
)
 
(2,400
)
Weighted Average Strike Price
 
$
4.02

 
$
4.70

 
 
 
 
 
Swaps
 
 
 
 
Volume (MMbtu)
 
920

 
450

Strike price ($/MMbtu)
 
$
3.43

 
$
3.50

Effect of Derivative Instruments on the Condensed Consolidated Financial Statements
All of the Company’s derivatives are accounted for as non-hedge derivatives and therefore all changes in the fair values of its derivative contracts are recognized as gains or losses in the earnings of the periods in which they occur. The table below summarizes the Company's gains (losses) on derivative instruments for the three and six months ended June 30, 2017 and 2016 (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Changes in fair value of derivative instruments
$
43,604

 
(38,602
)
 
$
73,375

 
(65,368
)
Net derivative settlements
4,973

 
747

 
4,672

 
19,187

Net premiums realization on options that settled during the period
(5,063
)
 
10,551

 
(9,917
)
 
20,965

Gain (loss) on derivatives
$
43,514

 
$
(27,304
)
 
$
68,130

 
$
(25,216
)
The Company classifies the fair value amounts of derivative assets and liabilities as gross current or noncurrent derivative assets or gross current or noncurrent derivative liabilities, whichever the case may be, excluding those amounts netted under master netting agreements. The fair value of the derivative instruments is discussed in Note 14—Disclosures about Fair Value of Financial Instruments. The Company has agreements in place with all of its counterparties that allow for the

15

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

financial right of offset for derivative assets and liabilities at settlement or in the event of default under the agreements. Additionally, the Company maintains accounts with its brokers to facilitate financial derivative transactions in support of its risk management activities. Based on the value of the Company’s positions in these accounts and the associated margin requirements, the Company may be required to deposit cash into these broker accounts. During the three and six months ended June 30, 2017 and 2016 , the Company did not receive or post any margins in connection with collateralizing its derivative positions.
The following table presents the Company’s net exposure from its offsetting derivative asset and liability positions, as well as cash collateral on deposit with the brokers as of the reporting dates indicated (in thousands):
 
Gross Amount
 
Netting
Adjustments
 
Net
Exposure
June 30, 2017
 
 
 
 
 
Derivative assets with right of offset or
   master netting agreements
$
250,178

 
$
(22,413
)
 
$
227,765

Derivative liabilities with right of offset or
   master netting agreements
(171,177
)
 
22,413

 
(148,764
)
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
Derivative assets with right of offset or
   master netting agreements
$
66,417

 
$
(10,293
)
 
$
56,124

Derivative liabilities with right of offset or
   master netting agreements
(67,261
)
 
10,293

 
(56,968
)
 
Concentration of Credit Risk
The financial integrity of the Company’s exchange-traded contracts is assured by NYMEX through financial safeguards and transaction guarantees, and is therefore subject to nominal credit risk. Over-the-counter traded options expose the Company to counterparty credit risk. These over-the-counter options are entered into with a large multinational financial institution with an investment grade credit rating or through brokers that require all the transaction parties to collateralize their open option positions. The gross and net credit exposure from our commodity derivative contracts as of June 30, 2017 and December 31, 2016 is summarized in the preceding table.
The Company monitors the creditworthiness of its counterparties, establishes credit limits according to the Company’s credit policies and guidelines and assesses the impact on fair values of its counterparties’ creditworthiness. The Company typically enters into International Swap Dealers Association Master Agreements ("ISDA Agreements") with its derivative counterparties. The terms of the ISDA Agreements provide the Company and its counterparties and brokers with rights of net settlement of gross commodity derivative assets against gross commodity derivative liabilities. The Company routinely exercises its contractual right to offset realized gains against realized losses when settling with derivative counterparties. The Company did not incur any losses due to counterparty nonperformance during the three and six months ended June 30, 2017 or the year ended December 31, 2016 .
Credit Risk Related Contingent Features in Derivatives
Certain commodity derivative instruments contain provisions that require the Company to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified credit risk related event. These events, which are defined by the existing commodity derivative contracts, are primarily downgrades in the credit ratings of the Company and its affiliates. None of the Company’s commodity derivative instruments were in a net liability position with respect to any individual counterparty at June 30, 2017 or December 31, 2016 .

16

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment includes the following (in thousands):
 
June 30, 2017
 
December 31, 2016
Oil and natural gas properties:
 
 
 
Subject to depletion
$
3,390,262

 
$
2,376,712

Not subject to depletion
 
 
 
Incurred in 2017
3,019,805

 
—

Incurred in 2016
1,028,736

 
1,215,920

Incurred in 2015 and prior
364,316

 
470,785

Total not subject to depletion
4,412,857

 
1,686,705

Oil and natural gas properties, successful efforts method
7,803,119

 
4,063,417

Less accumulated depreciation, depletion and impairment
(640,926
)
 
(506,175
)
Total oil and natural gas properties, net
7,162,193

 
3,557,242

Other property, plant and equipment
95,764

 
73,382

Less accumulated depreciation
(18,567
)
 
(14,064
)
Other property, plant and equipment, net
77,197

 
59,318

Total property, plant and equipment, net
$
7,239,390

 
$
3,616,560

 
Costs subject to depletion are proved costs and costs not subject to depletion are unproved costs and current drilling projects. At June 30, 2017 and December 31, 2016 , the Company had excluded $4,412.9 million and $1,686.7 million , respectively, of capitalized costs from depletion.
As the Company’s exploration and development work progresses and the reserves on the Company’s properties are proven, capitalized costs attributed to the properties are subject to DD&A. Depletion of capitalized costs is provided using the units-of-production method based on proved oil and natural gas reserves related to the associated reservoir. Depletion expense on capitalized oil and natural gas properties was $80.4 million and $147.1 million for the three and six months ended June 30, 2017 , respectively, and $54.6 million and $102.5 million for the three and six months ended June 30, 2016, respectively. The Company had no exploratory wells in progress at June 30, 2017 or December 31, 2016 .
NOTE 5. ACQUISITIONS AND DIVESTITURES OF OIL AND NATURAL GAS PROPERTIES
Acquisitions
During the three and six months ended June 30, 2017 , the Company incurred costs of $90.6 million and $125.9 million , respectively, related to the acquisition of leasehold acreage. During the three and six months ended June 30, 2017 , the Company reflected $88.2 million and $119.1 million , respectively, as part of costs not subject to depletion and $2.4 million and $6.8 million , respectively, as part of costs subject to depletion within its oil and natural gas properties.
In addition to the above-described acquisition of leasehold acreage, during the three and six months ended June 30, 2017 , the Company acquired, from unaffiliated individuals and entities, interests in certain oil and natural gas properties through a number of separate, individually negotiated transactions (including the Double Eagle Acquisition) for total consideration of $2,592.0 million and $3,145.9 million , respectively. These acquisitions were accounted for using the acquisition method under ASC Topic 805, " Business Combinations ," which requires the acquired assets and liabilities to be recorded at fair values as of the respective acquisition dates. The Company reflected $349.9 million and $447.3 million , respectively, of the total consideration paid as part of its cost subject to depletion within its oil and natural gas properties and $2,242.1 million and $2,698.6 million , respectively, as unproved leasehold costs within its oil and natural gas properties for the three and six months ended June 30, 2017 . Excluding the Double Eagle Acquisition, the revenues and operating expenses attributable to these acquisitions during the three and six months ended June 30, 2017 were not material.

17

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

On April 20, 2017, the Company and Parsley LLC completed the Double Eagle Acquisition for an aggregate purchase of approximately (i) $1,394.7 million in cash and (ii) 39,848,518 units of PE Units and a corresponding 39,848,518 shares of the Company’s Class B Common Stock. The aggregate consideration transferred was $ 2,578.1 million , subject to post-closing adjustments, which consisted of a combination of cash and PE Units (together with a corresponding number of shares of Class B Common Stock). Of the aggregate consideration transferred, approximately $172.3 million in cash and approximately 4,921,557 PE Units (and a corresponding approximately 4,921,557 shares of Class B Common Stock) were deposited in an indemnity holdback escrow account.
The Company is in the process of identifying and determining the fair values of the assets acquired and liabilities assumed, and as a result, the estimates for fair value are subject to change. The Company anticipates certain changes, including, but not limited to, adjustments to working capital that are expected to be finalized prior to the measurement period's expiration. The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed as a result of the Double Eagle Acquisition (in thousands):
Cash
$
2,469

Receivables
17,060

Derivatives
3,970

Proved oil and natural gas properties
353,000

Unproved oil and natural gas properties
2,247,607

Total assets acquired
2,624,106

Accounts payable
(39,355
)
Deferred tax liability
(6,618
)
Total liabilities assumed
(45,973
)
Estimated fair value of net assets acquired
$
2,578,133

The Company has included in its consolidated statements of operations revenues of $21.2 million and earnings of $18.1 million for the period of April 20, 2017 to June 30, 2017 due to the Double Eagle Acquisition.
The Double Eagle Acquisition was deemed material for purposes of the following pro forma disclosures. The Double Eagle Acquisition was not included in the Company's consolidated and combined results until its closing date.
The following unaudited pro forma information for the three and six months ended June 30, 2017 and 2016 represents the results of the Company's consolidated operations as if the Double Eagle Acquisition had occurred on January 1, 2016. This information is based on historical results of operations, adjusted for certain estimated accounting adjustments and does not purport to show the Company's actual results of operations if the transaction would have occurred on January 1, 2016, nor is it necessarily indicative of future results. The financial information was derived from the Company's audited historical consolidated and combined financial statements for the three and six months ended June 30, 2017 and 2016 and Double Eagle's unaudited interim financial statements from January 1, 2016 to April 20, 2017.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share data)
2017
 
2016
 
2017
 
2016
Revenues
$
218,580

 
$
116,917

 
$
433,659

 
$
185,028

Operating income (loss)
46,250

 
(888
)
 
112,059

 
(29,213
)
Net income (loss)
56,972

 
(33,439
)
 
83,395

 
(68,813
)
Net income (loss) attributable to Parsley Energy, Inc. Stockholders
39,286

 
(20,295
)
 
55,062

 
(43,217
)
Net income (loss) per common share:
 
 
 
 
 
 
 
Basic
$
0.16

 
$
(0.10
)
 
$
0.23

 
$
(0.23
)
Diluted
$
0.16

 
$
(0.10
)
 
$
0.23

 
$
(0.23
)
During the three and six months ended June 30, 2017 , the Company also exchanged certain unproved acreage and oil and natural gas properties with an unrelated third party, with no gain or loss recognized. As a result of the exchanges, for the three months ended June 30, 2017, the Company received cash of $0.4 million and increased costs subject to depletion within

18

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

oil and natural gas properties by $25.6 million . The Company also decreased unproved leasehold costs and accumulated DD&A by $31.9 million and $5.9 million , respectively. For the six months ended June 30, 2017, the Company received cash of $0.4 million and increased costs subject to depletion within oil and natural gas properties by $30.6 million . The Company also decreased unproved leasehold costs and accumulated DD&A by $36.9 million and $5.9 million , respectively, as a result of the exchanges.
Divestitures
During the three and six months ended June 30, 2017 , the Company sold 2,118 gross ( 1,315.6 net) acres for total proceeds of $13.1 million and recognized no gain or loss on the sale.
NOTE 6. ASSET RETIREMENT OBLIGATIONS
Asset retirement obligations relate to future plugging and abandonment expenses on oil and natural gas properties and related facilities disposal. 
The following table summarizes the changes in the Company’s asset retirement obligations for the six months ended June 30, 2017 (in thousands):
 
June 30, 2017
Asset retirement obligations, beginning of period
$
11,392

Additional liabilities incurred
8,263

Accretion expense
329

Liabilities settled upon plugging and abandoning wells
(148
)
Disposition of wells
(245
)
Revision of estimates
66

Asset retirement obligations, end of period
$
19,657


NOTE 7. DEBT
The Company’s debt consists of the following (in thousands):
 
June 30, 2017
 
December 31, 2016
Revolving Credit Agreement
$
—

 
$
—

7.500% senior unsecured notes due 2022
—

 
61,846

6.250% senior unsecured notes due 2024
400,000

 
400,000

5.375% senior unsecured notes due 2025
650,000

 
650,000

5.250% senior unsecured notes due 2025
450,000

 
—

Capital leases
4,953

 
3,752

Other debt
5,605

 
3,500

Total debt
1,510,558

 
1,119,098

Debt issuance costs on senior unsecured notes
(19,725
)
 
(14,388
)
Premium on senior unsecured notes
3,570

 
3,828

Less: current portion
(3,806
)
 
(67,214
)
Total long-term debt
$
1,490,597

 
$
1,041,324


Redemption of 2022 Notes
On December 6, 2016, Parsley LLC and Parsley Finance Corp. ("Finance Corp."), each a subsidiary of the Company, issued a conditional notice of redemption to redeem any and all of their 7.500% senior unsecured notes due 2022 (the "2022 Notes") that remained outstanding following the consummation of a cash tender offer. In connection therewith, on January 5, 2017, Parsley LLC and Finance Corp. redeemed the $61.8 million aggregate principal amount of the 2022 Notes that remained

19

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

outstanding and made a cash payment of $67.5 million to the remaining holders of the 2022 Notes, which included principal of $61.8 million , prepayment premium on the extinguishment of debt of $3.9 million and accrued interest of $1.8 million .
On January 6, 2017, the indenture, as supplemented, dated as of February 5, 2014, by and among Parsley LLC, Finance Corp., certain subsidiaries of Parsley LLC, as guarantors, and U.S. Bank National Association, as trustee, governing the 2022 Notes was satisfied and discharged. The 2022 Notes, which bore interest at 7.500% per year, were scheduled to mature on February 15, 2022.
Revolving Credit Agreement
On April 28, 2017, the Company, Parsley LLC, each of the guarantors thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto entered into the Third Amendment (the "Third Amendment") to the Company’s revolving credit agreement (as amended, the "Revolving Credit Agreement"). The Third Amendment, among other things, modified the terms of the Revolving Credit Agreement to (i) remove all anti-cash hoarding provisions, (ii) reduce the minimum mortgage and title coverage requirements from  90%  to  85%  of the total value of each of (a) Parsley's LLC's and its subsidiaries’ proved Oil and Gas Properties (as defined in the Revolving Credit Agreement) and (b) Parsley's LLC's and its subsidiaries’ proved, developed and producing reserves, in each case as evaluated in the most recent reserve report, and (iii) delete the applicable margin penalty, which increased the applicable margin by  0.5%  with respect to alternate base rate loans and Eurodollar loans if the Consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) as of the last day of any fiscal quarter or fiscal year of the Borrower, as applicable, exceeded  3.50  to 1.00.
In addition, the Third Amendment increased the Aggregate Elected Borrowing Base Commitments (as defined in the Revolving Credit Agreement) from  $600.0 million  to  $1.0 billion  and increased the Borrowing Base (as defined in the Revolving Credit Agreement) from  $875.0 million  to  $1.4 billion . The Third Amendment also added Canadian Imperial Bank of Commerce, New York Branch; Capital One, National Association, Citibank, N.A.; PNC, National Association; and UBS AG, Stamford Branch as lenders under the Revolving Credit Agreement.
On May 22, 2017, the Company, Parsley LLC, each of the guarantors thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto entered into the Fourth Amendment (the "Fourth Amendment") to the Revolving Credit Agreement. The Fourth Amendment modified the terms of the Revolving Credit Agreement to (i) increase the lenders’ letter of credit commitment amount from $10.0 million to $30.0 million and (ii) increase the ceiling on lease payments during any consecutive 12-month period from 1.5% of the borrowing base to 2.5% of the borrowing base.
As of June 30, 2017 , the Borrowing Base (as defined therein) under the Company's Revolving Credit Agreement was $1.4 billion , with a commitment level of $1.0 billion . There were no borrowings outstanding and $2.7 million in letters of credit outstanding as of June 30, 2017 , resulting in availability of $997.3 million .
As of June 30, 2017 , letters of credit under the Revolving Credit Agreement bear a 2.0% weighted average interest rate.
5.250% Senior Unsecured Notes due 2025
On February 13, 2017, Parsley LLC and Finance Corp. issued $450.0 million aggregate principal amount of 5.250% senior unsecured notes due 2025 (the "New 2025 Notes Offering"). The New 2025 Notes Offering resulted in gross proceeds to the Company of $450.0 million and net proceeds to the Company, after deducting initial purchaser discounts and commissions and offering expenses, of approximately $443.5 million .
Covenant Compliance
The Revolving Credit Agreement and the indentures governing the 5.250% senior unsecured notes due 2025 (the "New 2025 Notes"), the 5.375% senior unsecured notes due 2025 (the "2025 Notes") and the 6.250% senior unsecured notes due 2024 (the "2024 Notes" and, together with the 2025 Notes and New 2025 Notes, the "Notes") restrict our ability and the ability of certain of our subsidiaries to, among other things: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us; (vii) consolidate, merge or transfer all or substantially all of our assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to a

20

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

number of important exceptions and qualifications. If at any time the Notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default or event of default (as defined in the indentures) has occurred and is continuing, many of the foregoing covenants pertaining to the Notes will be suspended. If the ratings on the Notes were to subsequently decline to below investment grade, the suspended covenants would be reinstated.
As of June 30, 2017 , the Company was in compliance with all required covenants under the Revolving Credit Agreement and each of the indentures governing the Notes.
Principal Maturities of Debt
Principal maturities of debt outstanding at June 30, 2017 are as follows (in thousands):
2017
$
2,317

2018
2,877

2019
5,055

2020
306

2021
3

Thereafter
1,500,000

Total
$
1,510,558

Interest Expense
The following amounts have been incurred and charged to interest expense for the three and six months ended June 30, 2017 and 2016 (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Cash payments for interest
$
12,639

 
$
30

 
$
15,102

 
$
21,241

Change in interest accrual
9,234

 
11,881

 
25,453

 
1,568

Amortization of deferred loan origination costs
1,020

 
623

 
1,803

 
1,211

Write-off of deferred loan origination costs
—

 
174

 
—

 
174

Amortization of bond premium
(129
)
 
(192
)
 
(258
)
 
(383
)
Other interest income
(2,178
)
 
(317
)
 
(4,549
)
 
(418
)
Total interest expense, net
$
20,586

 
$
12,199

 
$
37,551

 
$
23,393

 
NOTE 8. EQUITY
Earnings per Share
Basic earnings per share ("EPS") measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The Company uses the "if-converted" method to determine the potential dilutive effect of exchanges of outstanding PE Units (and corresponding shares of its outstanding Class B Common Stock), and the treasury stock method to determine the potential dilutive effect of vesting of its outstanding restricted stock and restricted stock units. For the three and six months ended June 30, 2017 and 2016 , Class B Common Stock was not recognized in dilutive earnings per share calculations as the effect would have been antidilutive. For the three and six months ended June 30, 2016 , time-based restricted stock was not recognized in dilutive earnings per share calculations as the effect would have been antidilutive.

21

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table reflects the allocation of net income (loss) to common stockholders and EPS computations for the periods indicated based on a weighted average number of common stock outstanding for the period:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Basic EPS (in thousands, except per share data)
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Basic net income (loss) attributable to Parsley Energy, Inc. Stockholders
$
40,746

 
$
(21,377
)
 
$
70,188

 
$
(40,731
)
Denominator:
 
 
 
 
 
 
 
Basic weighted average shares outstanding
245,698

 
158,662

 
233,255

 
147,313

Basic EPS attributable to Parsley Energy, Inc. Stockholders
$
0.17

 
$
(0.13
)
 
$
0.30

 
$
(0.28
)
Diluted EPS
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income (loss) attributable to Parsley Energy, Inc. Stockholders
40,746

 
(21,377
)
 
70,188

 
(40,731
)
Diluted net income (loss) attributable to Parsley Energy, Inc. Stockholders
$
40,746

 
$
(21,377
)
 
$
70,188

 
$
(40,731
)
Denominator:
 
 
 
 
 
 
 
Basic weighted average shares outstanding
245,698

 
158,662

 
233,255

 
147,313

Effect of dilutive securities:
 
 
 
 
 
 
 
Time-Based Restricted Stock and Time-Based Restricted Stock Units
1,094

 
—

 
1,060

 
—

Diluted weighted average shares outstanding (1)
246,792

 
158,662

 
234,315

 
147,313

Diluted EPS attributable to Parsley Energy, Inc. Stockholders
$
0.17

 
$
(0.13
)
 
$
0.30

 
$
(0.28
)

(1)
As of June 30, 2017 and 2016 , there were 640,062 and 453,863 shares, respectively, related to performance-based restricted stock units that could be converted to common shares in the future based on predetermined performance and market goals. These units were not included in the computation of EPS for the three and six months ended June 30, 2017 and 2016 , respectively, because the performance and market conditions had not been met, assuming the end of the reporting period was the end of the contingency period.
Noncontrolling Interest
As a result of the Company’s equity offerings in January and February 2017, the Company's ownership of Parsley LLC increased from 86.5% to 89.8% and the ownership of the other holders of PE Units (the "PE Unit Holders") of Parsley LLC decreased from 13.5% to 10.2% . Subsequently, as a result of the consummation of the Double Eagle Acquisition, the Company's ownership of Parsley LLC decreased from 89.8% to 78.4% and the PE Holders' ownership of Parsley LLC increased from 10.2% to 21.6% . Because these changes in the Company’s ownership interest in Parsley LLC did not result in a change of control, the transactions were accounted for as equity transactions under ASC Topic 810, " Consolidation ," which requires that any differences between the amount by which the carrying value of the Company’s basis in Parsley LLC and the fair value of the consideration received are recognized directly in equity and attributed to the controlling interest.
The Company has consolidated the financial position and results of operations of Parsley LLC and reflected that portion retained by the PE Unit Holders as a noncontrolling interest.

22

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table summarizes the noncontrolling interest income (loss):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
 
(In thousands)
Net income (loss) attributable to the noncontrolling interests of:
 
 
 
 
 
 
 
Parsley LLC
$
14,950

 
$
(6,085
)
 
$
23,957

 
$
(12,441
)
Pacesetter Drilling, LLC
98

 
(26
)
 
(61
)
 
(7
)
Total net income (loss) attributable to noncontrolling interest
$
15,048

 
$
(6,111
)
 
$
23,896

 
$
(12,448
)

NOTE 9. STOCK-BASED COMPENSATION
In connection with the Company’s initial public offering (the "IPO") in May 2014, the Company adopted the Parsley Energy, Inc. 2014 Long Term Incentive Plan for employees, consultants, and directors of the Company who perform services for the Company. Refer to "Compensation Discussion and Analysis—Elements of Compensation—2014 Long-Term Incentive Plan" in the Company’s Proxy Statement filed on Schedule 14A for the 2017 Annual Meeting of Stockholders for additional information related to this equity based compensation plan.
Stock-based compensation expense recorded for each type of stock-based compensation award for the three and six months ended June 30, 2017 and 2016 is as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Time-base restricted stock
$
1,491

 
$
872

 
$
2,608

 
$
1,852

Time-base restricted stock units
2,087

 
1,531

 
3,878

 
2,625

Performance-based restricted stock units
1,673

 
988

 
2,974

 
1,673

Total stock-based compensation
$
5,251

 
$
3,391

 
$
9,460

 
$
6,150

Stock-based compensation is included in general and administrative expenses in the Company's statement of operations included within this Quarterly Report. There was approximately $32.0 million of unamortized compensation expense relating to outstanding time-based restricted stock, time-based restricted stock units, and performance-based restricted stock units at June 30, 2017 . The unrecognized compensation expense will be recognized on a straight-line basis over the remaining vesting periods of the awards, which is a period of less than three years on a weighted average basis.
The following table summarizes the Company’s time-based restricted stock, time-based restricted stock unit, and performance-based restricted stock unit activity for the six months ended June 30, 2017 (in thousands):
 
Time-Based Restricted Stock
 
Time-Based Restricted Stock Units
 
Performance-Based Restricted Stock Units
Outstanding at January 1, 2017
601

 
1,046

 
454

Awards granted (1)
223

 
209

 
186

Vested
—

 
(14
)
 
—

Forfeited
—

 
(2
)
 
—

Outstanding at June 30, 2017
824

 
1,239

 
640

 
 
 
 
 
 
(1)   Weighted average grant date fair value
$
31.60

 
$
31.86

 
$
42.40

NOTE 10. INCOME TAXES
The Company is a corporation and is subject to U.S. federal income tax. The tax implications of the IPO and the Company’s concurrent corporate reorganization, and the tax impact of the Company’s status as a taxable corporation subject to U.S. federal income tax have been reflected in the accompanying condensed consolidated financial statements. The effective combined U.S. federal and state income tax rate applicable to the Company for the six months ended June 30, 2017 and 2016

23

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

was 24.6% and 27.8% , respectively. During the three and six months ended June 30, 2017 , the Company recognized an income tax expense of $12.2 million and $30.6 million , respectively. During the three and six months ended June 30, 2016 the Company recognized an income tax benefit of $10.9 million and $20.5 million , respectively. Total income tax expense for the three and six months ended June 30, 2017 differed from amounts computed by applying the U.S. federal statutory tax rate of 35% due primarily to the impact of net income attributable to noncontrolling ownership interests as well as the impact of state income taxes and the reversal of a portion of the valuation allowance recorded in 2016.
As a result of the Company's equity offerings in January and February 2017, the Company’s statutory rate related to certain tax and book basis timing differences increased by 1.2% , calculated by multiplying the 3.3% increase in the Company’s ownership of Parsley LLC by the Company’s federal tax rate of 35% . As a result, the Company recorded additional deferred tax liability of $13.1 million during the six months ended June 30, 2017.
As a result of the issuance of 39,848,518 PE Units (and a corresponding number of shares of Class B Common Stock) in April 2017, the Company’s statutory rate related to certain tax and book basis timing differences decreased by 4.0% , calculated by multiplying the 11.4% decrease in the Company’s ownership of Parsley LLC by the Company’s federal tax rate of 35%. As a result, the Company recorded additional deferred tax asset of $45.3 million during the three months ended June 30, 2017.
As a result of the Company's equity offerings, the Company recorded a net reduction of deferred tax liability of $32.2 million during the six months ended June 30, 2017.
Tax Receivable Agreement
In connection with the IPO, on May 29, 2014, the Company entered into a Tax Receivable Agreement (the "TRA") with Parsley LLC and certain PE Unit Holders prior to the IPO (each such person a "TRA Holder"), including certain executive officers. The TRA generally provides for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax or franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result of (i) any tax basis increases resulting from the contribution in connection with the IPO by such TRA Holder of all or a portion of its PE Units to the Company in exchange for shares of Class A Common Stock, (ii) the tax basis increases resulting from the exchange by such TRA Holder of PE Units for shares of Class A Common Stock or, if either the Company or Parsley LLC so elects, cash, and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRA. The term of the TRA commenced on May 29, 2014, and continues until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. If the Company elects to terminate the TRA early, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA). In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.
The actual amount and timing of payments to be made under the TRA will depend upon a number of factors, including the amount and timing of taxable income generated in the future, changes in future tax rates, the use of loss carryovers and the portion of the Company's payments under the TRA constituting imputed interest. As of June 30, 2017 , there have been no payments associated with the TRA.
As a result of the Company being in a net income position and expected utilization of deferred tax assets, the valuation allowance associated with the TRA of $24.2 million that was recorded in 2016 was reversed in the first quarter of 2017. The payable pursuant to the TRA is dependent on the realizability of the corresponding deferred tax assets. Accordingly, the payable pursuant to the TRA liability was increased by $20.5 million, which is 85% of the deferred tax asset that is expected to be realized. Due to the reduction in valuation allowance occurring during the first quarter of 2017, $20.5 million of the total increase to the TRA liability was recorded in Change in TRA liability in the Company's consolidated statements of operations and is included as an operating activity in the Company's consolidated statements of cash flows, included in this Quarterly Report.
    As of June 30, 2017 and December 31, 2016 , the Company had recorded a TRA liability of $114.9 million and $94.3 million , respectively, for the estimated payments that will be made to the PE Unit Holders who have exchanged shares, net of valuation allowance, of $135.1 million and $111.0 million , respectively, as a result of the increase in tax basis arising from such exchanges.

24

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 11. COMMITMENTS AND CONTINGENCIES
The Company is party to proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to any such proceedings or claims will not have a material adverse effect, individually or in the aggregate, on the Company's condensed consolidated financial position as a whole or on its liquidity, capital resources or future results of operations. The Company will continue to evaluate proceedings and claims involving the Company on a regular basis and will establish and adjust any reserves as appropriate to reflect its assessment of the then-current status of the matters.
NOTE 12. RELATED PARTY TRANSACTIONS
Well Operations
During the three and six months ended June 30, 2017 and 2016 , certain of the Company’s directors, officers, their immediate family members, and entities affiliated or controlled by such parties ("Related Party Working Interest Owners") owned non-operated working interests in certain of the oil and natural gas properties that the Company operates. The revenues disbursed to such Related Party Working Interest Owners for the three months ended June 30, 2017 and 2016 totaled $0.4 million and $0.8 million , respectively. The revenues disbursed to such Related Party Working Interest Owners for the six months ended June 30, 2017 and 2016 totaled $0.8 million and $1.6 million , respectively.
As a result of this ownership, from time to time, the Company will be in a net receivable or net payable position with these individuals and entities. The Company does not consider any net receivables from these parties to be uncollectible.
Spraberry Production Services, LLC
As discussed in Note 2—Summary of Accounting Policies , the Company owns a 42.5% interest in SPS. Using the equity method of accounting results in transactions between the Company and SPS and its subsidiaries being accounted for as related party transactions. During the three months ended June 30, 2017 and 2016 , the Company incurred charges totaling $3.5 million and $1.0 million , respectively, for services performed by SPS for the Company’s well operations and drilling activities. During the six months ended June 30, 2017 and 2016 , the Company incurred charges totaling $5.6 million and $2.3 million , respectively, for services performed by SPS for the Company’s well operations and drilling activities.
Lone Star Well Service, LLC
The Company makes purchases of equipment used in its drilling operations from Lone Star Well Service, LLC ("Lone Star"), which is controlled by SPS. During the three months ended June 30, 2017 and 2016 , the Company incurred charges totaling $2.4 million and $1.7 million , respectively, for services performed by Lone Star for the Company’s well operations and drilling activities. During the six months ended June 30, 2017 and 2016 , the Company incurred charges totaling $5.0 million and $2.8 million , respectively, for services performed by Lone Star for the Company’s well operations and drilling activities.
Exchange Right
In accordance with the terms of the Second A&R Parsley LLC Agreement, the PE Unit Holders generally have the right to exchange their PE Units (and a corresponding number of shares of the Class B Common Stock) for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock for each PE Unit (and a corresponding share of Class B Common Stock) exchanged (subject to conversion rate adjustments for stock splits, stock dividends and reclassifications) or, if the Company or Parsley LLC so elects, cash. As a PE Unit Holder exchanges its PE Units, the Company’s interest in Parsley LLC will be correspondingly increased.

25

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 13. SIGNIFICANT CUSTOMERS
 
For the six months ended June 30, 2017 and 2016 , each of the following purchasers accounted for more than 10% of the Company’s revenue:
 
Six Months Ended June 30,
 
2017
 
2016
Shell Trading (US) Company
67%
 
35%
Targa Pipeline Mid-Continent, LLC
13%
 
13%
BML, Inc.
2%
 
22%
TransOil Marketing, LLC
1%
 
10%
 
The Company does not require collateral and does not believe the loss of any single purchaser would materially impact its operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers.

NOTE 14. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company uses a valuation framework based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. These two types of inputs are further prioritized into the following fair value input hierarchy:
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 that 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.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. These assets and liabilities can include inventory, assets and liabilities acquired in a business combination or exchanged in non-monetary transactions, proved and unproved oil and natural gas properties, asset retirement obligations and other long-lived assets that are written down to fair value when they are impaired.
The Company periodically reviews its long-lived assets to be held and used, including proved oil and natural gas properties, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable ( e.g. , if there was a sustained decline in commodity prices or the productivity of our wells). The Company reviews its oil and natural gas properties by field. An impairment loss is recognized if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If the estimated undiscounted cash future net cash flows are less than the carrying amount of a particular asset, the Company recognizes an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value of such asset.
Proved oil and natural gas properties. During the three and six months ended June 30, 2017 and 2016 , the Company did not recognize impairment charges, as the carrying amount of the assets exceeds the undiscounted future cash flows of the assets.
The Company calculates the estimated fair values using a discounted future cash flow model. Management’s assumptions associated with the calculation of discounted future cash flows include commodity prices based on NYMEX futures price strips (Level 1), as well as Level 3 assumptions including (i) pricing adjustments for differentials, (ii) production costs, (iii) capital expenditures, (iv) production volumes and (v) estimated reserves.

26

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

It is reasonably possible that the estimate of undiscounted future net cash flows may change in the future resulting in the need to impair carrying values. The primary factors that may affect estimates of future cash flows are (i) commodity futures prices, (ii) increases or decreases in production and capital costs, (iii) future reserve adjustments, both positive and negative, to proved reserves and (iv) results of future drilling activities.
 
Financial Assets and Liabilities Measured at Fair Value
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth by level within the fair value hierarchy the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis (in thousands):
 
June 30, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Money market funds
$
362,724

 
$
—

 
$
—

 
$
362,724

Commodity derivative instruments
—

 
227,765

 
—

 
227,765

Total assets
$
362,724

 
$
227,765

 
$
—

 
$
590,489

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Commodity derivative instruments
$
—

 
$
(148,764
)
 
$
—

 
$
(148,764
)
Total liabilities
$
—

 
$
(148,764
)
 
$
—

 
$
(148,764
)
Net asset
$
362,724

 
$
79,001

 
$
—

 
$
441,725

 
 
December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 
 
 
 
 
 
Money market funds
$
49,230

 
$
—

 
$
—

 
$
49,230

Commodity derivative instruments
—

 
56,124

 
—

 
56,124

Total assets
$
49,230

 
$
56,124

 
$
—

 
$
105,354

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Commodity derivative instruments
$
—

 
$
(56,968
)
 
$
—

 
$
(56,968
)
Total liabilities
$
—

 
$
(56,968
)
 
$
—

 
$
(56,968
)
Net asset (liability)
$
49,230

 
$
(844
)
 
$
—

 
$
48,386

 
Money market funds in the preceding tables consist of money market funds included in cash and cash equivalents on the Company's condensed consolidated balance sheet at June 30, 2017 . The Company's money market funds represent cash equivalents backed by the assets of high-quality major banks and financial institutions. The Company identifies the money market funds as Level 1 instruments because the money market funds have daily liquidity, quoted prices for the underlying investments can be obtained and there are active markets for the underlying investments. During the three and six months ended June 30, 2017 income related to these investments was $1.8 million and $4.0 million , respectively, and is recorded on our condensed consolidated statements of operations as Interest expense, net. During the three and six months ended June 30, 2016 income related to these investments was $0.2 million and $0.3 million , respectively, and is recorded on our condensed consolidated statements of operations as Interest expense, net.
Commodity derivative contracts are marked-to-market each quarter and are thus stated at fair value in the accompanying condensed consolidated balance sheets and in Note 3—Derivative Financial Instruments . The fair values of the Company’s commodity derivative instruments are classified as Level 2 measurements because they are calculated using industry standard models using assumptions and inputs which are substantially observable in active markets throughout the full term of the

27

PARSLEY ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

instruments. These include market price curves, contract terms and prices, credit risk adjustments, implied market volatility and discount factors.
Financial Instruments Not Carried at Fair Value
The following table provides the fair value of financial instruments that are not recorded at fair value in the condensed consolidated balance sheets (in thousands):
 
June 30, 2017
 
December 31, 2016
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Current portion of long-term debt:
 
 
 
 
 
 
 
7.500% senior unsecured notes due 2022
$
—

 
$
—

 
$
61,846

 
$
65,737

Long-term debt:
 
 
 
 
 
 
 
6.250% senior unsecured notes due 2024
400,000

 
420,312

 
400,000

 
422,548

5.375% senior unsecured notes due 2025
650,000

 
655,083

 
650,000

 
654,531

5.250% senior unsecured notes due 2025
450,000

 
450,891

 
—

 
—

Revolving Credit Agreement
—

 
—

 
—

 
—

Commercial paper
94,835

 
94,792

 
—

 
—

The fair values of the Notes were determined using the June 30, 2017 quoted market price, a Level 1 classification in the fair value hierarchy. The book value of the Revolving Credit Agreement approximates its fair value as the interest rate is variable. As of June 30, 2017 , there are no indicators for change in the Company’s market spread.
Periodically, the Company invests in commercial paper with investment grade rated entities. The investments are carried at amortized cost and classified as held-to-maturity because the Company has the intent and ability to hold them until they mature. The net carrying value of held-to-maturity investments is adjusted for amortization of premiums and accretion of discounts to maturity over the life of the investments. Income related to these investments is recorded on our condensed consolidated statements of operations as Interest expense, net . The fair value of the commercial paper was determined using Level 2 inputs in the fair value hierarchy and are considered cash and cash equivalents because the maturity date is less than 90 days at the date of purchase. The following table provides the components of the Company's cash and cash equivalents as of the dates indicated (in thousands):
 
Cash
 
Commercial Paper
 
Money Market Funds
 
Total
June 30, 2017
$
45,057

 
$
94,835

 
$
362,724

 
$
502,616

December 31, 2016
84,149

 
—

 
49,230

 
133,379

The Company has other financial instruments consisting primarily of accounts receivable, prepaid expenses, other current assets, accounts payable and accrued liabilities that approximate their fair value due to the short-term nature of these instruments.
NOTE 15. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these financial statements were issued. The Company determined there were no events that required disclosure or recognition in these financial statements.

28



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, market prices for oil and natural gas, production volumes, estimates of proved reserves, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed above in " Cautionary Note Regarding Forward-Looking Statements " and in our Annual Report on Form 10-K for the year ended December 31, 2016 (the " Annual Report " ) under the heading " Item 1A. Risk Factors, " all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
Parsley Energy, Inc. (either individually or together with its subsidiaries, as the context requires, "we," "us" or the "Company") was formed in December 2013, succeeding our predecessor, which began operations in August 2008 when it acquired operator rights to wells producing from the Spraberry Trend in the Midland Basin from Joe Parsley, a co-founder of Parker and Parsley Petroleum Company. We are a holding company whose sole material asset consists of 246,523,242 PE Units as of June 30, 2017 . We are the managing member of Parsley Energy, LLC ("Parsley LLC") and are responsible for all operational, management and administrative decisions of Parsley LLC, and we consolidate the financial results of Parsley LLC and its subsidiaries.
We are an independent oil and natural gas company focused on the acquisition and development of unconventional oil and natural gas reserves in the Permian Basin. The Permian Basin is located in West Texas and Southeastern New Mexico and is comprised of three primary sub-areas: the Midland Basin, the Central Basin Platform and the Delaware Basin. These areas are characterized by high oil and liquids-rich natural gas content, multiple vertical and horizontal target horizons, extensive production histories, long-lived reserves and historically high drilling success rates. Our properties are located in the Midland and Delaware Basins, where we focus predominantly on horizontal development drilling and expect to target various stacked pay intervals in the Spraberry, Wolfcamp, Upper Pennsylvanian (Cline) and Atoka shales.
Financial and Operating Highlights
Our financial and operating results for the three months ended June 30, 2017 include the following highlights:
•
During the three months ended June 30, 2017 , we recorded net income attributable to our stockholders of $40.7 million , or $0.17 per weighted average share , compared to a net loss of $21.4 million , or ($0.13) per weighted average share, during the three months ended June 30, 2016 . The primary components of the increase in net income attributable to our stockholders include:
•
a $105.1 million increase in oil, natural gas and NGLs revenue as a result of an 81% increase in total sales volumes and a 10% increase in average realized commodity prices per Boe.
•
a $15.4 million increase in lease operating expenses, primarily associated with an increased number of operated and non-operated wells.
•
a $27.3 million increase in depreciation, depletion and amortization ("DD&A") expense associated with our growing asset base.
•
a $14.5 million increase and a $6.7 million increase in general and administration expenses and acquisition costs, respectively, which reflect increased staffing associated with early rig additions and recent acquisitions as well as non-recurring legal and due diligence costs associated with the Double Eagle Acquisition, discussed in " Factors Affecting the Comparability of Our Financial Condition and Results of Operations-Recent Transactions ".
•
a $70.8 million increase in net derivative gains, primarily as a result of changes in forward commodity prices and the Company's derivative positions.
•
During the three months ended June 30, 2017 , our average daily production was 64.7 MBoe per day, up 81% compared to 35.7 MBoe per day during the three months ended June 30, 2016 .
•
Net cash provided by operating activities increased to $284.8 million during the three months ended June 30, 2017 , as compared to $31.9 million during the three months ended June 30, 2016 . The $252.9 million increase in cash provided

29

Table of Contents

by operating activities is primarily related to the increase in oil, natural gas and NGLs sales (associated with increased sales volumes and weighted average prices) as well as a decrease in funds used to satisfy working capital obligations.
Our Properties
The following table sets forth information as of June 30, 2017 relating to our leasehold acreage:
 
 
Developed Acreage
 
Undeveloped Acreage
 
Total Acreage
Area
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Midland Basin
 
220,285

 
124,399

 
112,841

 
52,834

 
333,126

 
177,233

Delaware Basin
 
27,890

 
26,172

 
29,893

 
25,786

 
57,783

 
51,958

Total
 
248,175

 
150,571

 
142,734

 
78,620

 
390,909

 
229,191

In addition to the leasehold acreage described above, as of June 30, 2017 , we held mineral rights in 33,161 acres, with an average royalty interest of 20.6%. These mineral rights and associated royalty interests boost net revenue interest in our applicable properties.
The majority of our identified horizontal drilling locations are located in Upton, Reagan, Midland, Howard, Martin and Glasscock Counties, Texas, in the Midland Basin, and Pecos and Reeves Counties, Texas, in the Delaware Basin.
As of June 30, 2017 , we operated the following wells:
 
 
Vertical Wells
 
Horizontal Wells
 
Total
Area
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Midland Basin
 
997

 
757.5

 
191

 
176.4

 
1,188

 
933.9

Delaware Basin
 
14

 
13.5

 
31

 
29.3

 
45

 
42.8

Total
 
1,011

 
771.0

 
222

 
205.7

 
1,233

 
976.7

As of June 30, 2017 , we held an interest in 1,690 gross (1,066.3 net) wells, including wells that we did not operate. As of June 30, 2017, we owned an immaterial number of productive wells related to the production of natural gas.
Since commencing our horizontal drilling program in 2013 through June 30, 2017 , we have drilled and completed 176 gross ( 162.2 net) horizontal wells in the Midland Basin and 15 gross ( 14.6 net) horizontal wells in the Delaware Basin. The table below summarizes the horizontal wells drilled and completed in the periods indicated:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2017
 
June 30, 2017
Area
 
Gross
 
Net
 
Gross
 
Net
Midland Basin
 
21

 
16.2

 
40

 
35.2

Delaware Basin
 
6

 
5.8

 
9

 
8.8

Total
 
27

 
22.0

 
49

 
44.0

How We Evaluate Our Operations
We use a variety of financial and operational metrics to assess the performance of our oil and natural gas operations, including:

•
production volumes;
•
realized prices on the sale of oil, natural gas, and NGLs, including the effect of our commodity derivative contracts;
•
lease operating expenses;
•
capital expenditures;
•
completions activities; and
•
certain unit costs.

30

Table of Contents

Sources of Our Revenues
Our production revenues are derived from the sale of our oil and natural gas production, as well as the sale of NGLs that are extracted from our natural gas during processing, and do not include the effects of derivatives. Our production revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices.
The following table presents the breakdown of our production revenues for the periods indicated:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Oil sales
84
%
 
86
%
 
85
%
 
85
%
Natural gas sales
6
%
 
5
%
 
6
%
 
7
%
Natural gas liquids sales
10
%
 
9
%
 
9
%
 
8
%
Other revenues include fees charged by certain of our subsidiaries, Pacesetter Drilling, LLC ("Pacesetter") and Parsley Minerals, LLC, to third parties for drilling services and surface use in the normal course of business.
Production Volumes
The following table presents historical production volumes for our properties for the three and six months ended June 30, 2017 and 2016 :
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Oil (MBbls)
3,917

 
2,157

 
7,311

 
3,888

Natural gas (MMcf)
5,421

 
3,154

 
9,840

 
6,098

Natural gas liquids (MBbls)
1,069

 
566

 
1,869

 
991

Total (MBoe)
5,890

 
3,249

 
10,821

 
5,896

Average net production (Boe/d)
64,725

 
35,703

 
59,785

 
32,396

Production Volumes Directly Impact Our Results of Operations
As reservoir pressures decline, production from a given well or formation decreases. Growth in our future production and reserves will depend on our ability to continue to add proved reserves in excess of our production. Accordingly, we plan to maintain our focus on adding reserves through the development of our properties as well as acquisitions. Our ability to add reserves through development projects and acquisitions is dependent on many factors, including our ability to raise capital, obtain regulatory approvals, procure contract drilling rigs and personnel and successfully identify and consummate acquisitions.
Realized Prices on the Sale of Oil, Natural Gas, and NGLs
Historically, oil, natural gas and NGLs prices have been extremely volatile, and we expect this volatility to continue. Because our production consists primarily of oil, our production revenues are more sensitive to price fluctuations in the price of oil than they are to fluctuations in natural gas or NGLs prices.

31

Table of Contents

The following table provides the high and low prices for NYMEX WTI and NYMEX Henry Hub prompt month contract prices and differentials to the average of those benchmark prices for the periods indicated:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Oil
 
 
 
 
 
 
 
NYMEX WTI High
$
53.40

 
$
51.23

 
$
54.45

 
$
51.23

NYMEX WTI Low
$
42.53

 
$
35.70

 
$
42.53

 
$
26.21

Differential to Average NYMEX WTI
$
(2.51
)
 
$
(1.22
)
 
$
(0.92
)
 
$
(1.90
)
 
 
 
 
 
 
 
 
Natural Gas
 
 
 
 
 
 
 
NYMEX Henry Hub High
$
3.42

 
$
2.92

 
$
3.42

 
$
2.92

NYMEX Henry Hub Low
$
2.89

 
$
1.90

 
$
2.56

 
$
1.64

Differential to Average NYMEX Henry Hub
$
(0.77
)
 
$
(0.56
)
 
$
(0.40
)
 
$
(0.41
)
 
 
 
 
 
 
 
 
NGLs
 
 
 
 
 
 
 
NYMEX WTI High
$
53.40

 
$
51.23

 
$
54.45

 
$
51.23

NYMEX WTI Low
$
42.53

 
$
35.70

 
$
42.53

 
$
26.21

Differential to Average NYMEX
$
(28.95
)
 
$
(26.96
)
 
$
(28.29
)
 
$
(24.55
)
To achieve more predictable cash flow and to reduce our exposure to adverse fluctuations in commodity prices, from time to time we enter into derivative arrangements for a portion of our production, with an emphasis on our oil production. By removing a significant portion of price volatility associated with our oil production, we believe we will mitigate, but not eliminate, the potential negative effects of reductions in oil prices on our cash flow from operations for those periods. See " Item 3. Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk " for information regarding our exposure to market risk, including the effects of changes in commodity prices, and our commodity derivative contracts.
We will continue to use commodity derivative instruments to hedge our price risk in the future. Our hedging strategy and future hedging transactions will be determined at our discretion and may be different than what we have done on a historical basis. We are not under an obligation to hedge a specific portion of our oil, natural gas or NGLs production.
The volumes and terms of our derivative instruments as of June 30, 2017 were as follows:
Description and Production Period
VOLUME
(MBbls)
 
SHORT PUT
PRICE ($/Bbl)
 
LONG PUT
PRICE ($/Bbl)
 
SHORT CALL
PRICE ($/Bbl)
 
PRICE
Crude Oil Put Spreads:
 
 
 
 
 
 
 
 
 
Jul 2017 - Dec 2017
600

 
$
40.00

 
$
52.50

 
 
 
 
Jul 2017 - Dec 2017
264

 
$
40.00

 
$
45.00

 
 
 
 
Jul 2017 - Dec 2017
3,000

 
$
42.50

 
$
52.50

 
 
 
 
Jul 2017 - Dec 2017
750

 
$
40.00

 
$
47.50

 
 
 
 
Jul 2017 - Dec 2017
450

 
$
40.00

 
$
55.00

 
 
 
 
Jul 2017 - Dec 2017
1,500

 
$
40.00

 
$
50.00

 
 
 
 
Oct 2017 - Dec 2017
300

 
$
42.50

 
$
55.00

 
 
 
 
Oct 2017 - Dec 2017
600

 
$
42.50

 
$
47.50

 
 
 
 
Jan 2018 - Mar 2018
600

 
$
42.50

 
$
55.00

 
 
 
 
Jan 2018 - Mar 2018
300

 
$
40.00

 
$
52.50

 
 
 
 
Jan 2018 - Mar 2018
600

 
$
42.50

 
$
52.50

 
 
 
 
Jan 2018 - Jun 2018
1,200

 
$
42.50

 
$
52.50

 
 
 
 
Jan 2018 - Dec 2018
1,200

 
$
40.00

 
$
50.00

 
 
 
 
Apr 2018 - Jun 2018
600

 
$
45.00

 
$
55.00

 
 
 
 
Apr 2018 - Jun 2018
900

 
$
40.00

 
$
50.00

 
 
 
 
Jul 2018 - Dec 2018
4,200

 
$
40.00

 
$
50.00

 
 
 
 

32

Table of Contents

Description and Production Period
VOLUME
(MBbls)
 
SHORT PUT
PRICE ($/Bbl)
 
LONG PUT
PRICE ($/Bbl)
 
SHORT CALL
PRICE ($/Bbl)
 
PRICE
Jan 2019 - Jun 2019
1,200

 
$
40.00

 
$
50.00

 
 
 
 
Total
18,264

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crude Oil Three-Way Collars:
 
 
 
 
 
 
 
 
 
Jan 2018 - Dec 2018
2,400

 
$
40.00

 
$
50.00

 
$
74.75

 
 
Jan 2018 - Dec 2018
2,400

 
$
40.00

 
$
50.00

 
$
74.00

 
 
Apr 2018 - Jun 2018
600

 
$
40.00

 
$
50.00

 
$
77.10

 
 
Jul 2018 - Dec 2018
600

 
$
40.00

 
$
50.00

 
$
76.93

 
 
Jul 2018 - Dec 2018
1,200

 
$
40.00

 
$
50.00

 
$
76.80

 
 
Jul 2018 - Dec 2018
1,500

 
$
40.00

 
$
50.00

 
$
76.25

 
 
Jan 2019 - Dec 2019
1,800

 
$
40.00

 
$
50.00

 
$
80.00

 
 
Jan 2019 - Dec 2019
1,200

 
$
40.00

 
$
50.00

 
$
81.00

 
 
Total
11,700

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crude Oil Collars:
 
 
 
 
 
 
 
 
 
Jul 2017 - Dec 2017
92

 
 
 
$
47.00

 
$
56.45

 
 
Jul 2017 - Dec 2017
184

 
 
 
$
45.00

 
$
64.25

 
 
Jul 2017 - Dec 2017
184

 
 
 
$
49.00

 
$
59.00

 
 
Jul 2017 - Dec 2018
275

 
 
 
$
45.00

 
$
60.85

 
 
Jul 2017 - Sept 2017
92

 
 
 
$
47.00

 
$
57.00

 
 
Oct 2017 - Dec 2017
92

 
 
 
$
47.00

 
$
58.00

 
 
Jan 2018 - Dec 2018
365

 
 
 
$
47.00

 
$
59.40

 
 
Jan 2018 - Dec 2018
182

 
 
 
$
45.00

 
$
60.00

 
 
Jan 2018 - Dec 2018
365

 
 
 
$
45.00

 
$
64.10

 
 
Total
1,831

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crude Oil Swaps:
 
 
 
 
 
 
 
 
 
Jul 2017 - Dec 2018
275

 
 
 
 
 
 
 
$
55.00

 
 
 
 
 
 
 
 
 
 
Crude Oil Basis Swaps:
 
 
 
 
 
 
 
 
 
Jul 2017 - Dec 2017
552

 
 
 
 
 
 
 
$
(0.40
)
Jul 2017 - Dec 2017
552

 
 
 
 
 
 
 
$
(0.45
)
Jul 2017 - Dec 2017
184

 
 
 
 
 
 
 
$
(0.90
)
Jul 2017 - Dec 2017
92

 
 
 
 
 
 
 
$
(0.95
)
Jul 2017 - Dec 2017
180

 
 
 
 
 
 
 
$
(1.60
)
Jul 2017 - Dec 2017
480

 
 
 
 
 
 
 
$
(1.65
)
Jul 2017 - Dec 2017
300

 
 
 
 
 
 
 
$
(1.70
)
Jul 2017 - Dec 2017
180

 
 
 
 
 
 
 
$
(1.65
)
Jul 2017 - Dec 2018
1,373

 
 
 
 
 
 
 
$
(0.80
)
Jul 2017 - Dec 2018
274

 
 
 
 
 
 
 
$
(1.00
)
Jan 2018 - Dec 2018
360

 
 
 
 
 
 
 
$
(0.95
)
Jan 2018 - Dec 2018
183

 
 
 
 
 
 
 
$
(1.30
)
Total
4,710

 
 
 
 
 
 
 
 

33

Table of Contents

Description and Production Period
VOLUME
(MMbtu)
 
SHORT PUT
PRICE ($/MMbtu)
 
LONG PUT
PRICE ($/MMbtu)
 
SHORT CALL
PRICE ($/MMbtu)
 
PRICE
Natural Gas Three-Way Collars:
 
 
 
 
 
 
 
 
 
Jul 2017 - Dec 2017
1,800

 
$
2.40

 
$
2.75

 
$
4.00

 
 
Jul 2017 - Dec 2017
450

 
$
2.35

 
$
2.75

 
$
4.05

 
 
Jul 2017 - Dec 2017
600

 
$
2.25

 
$
2.75

 
$
4.05

 
 
Jan 2018 - Mar 2018
2,400

 
$
2.60

 
$
3.25

 
$
4.70

 
 
Total
5,250

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural Gas Swaps:
 
 
 
 
 
 
 
 
 
Jul 2017 - Oct 2017
615

 
 
 
 
 
 
 
$
3.39

Nov 2017 - Mar 2018
755

 
 
 
 
 
 
 
$
3.50

Total
1,370

 
 
 
 
 
 
 
 
We will recognize the following losses in the line item Gain (loss) on derivatives on our condensed consolidated statements of operations from net cash premiums paid on options that will settle during the following periods (in thousands):
Q3 2017
$
(12,486
)
Q4 2017
(14,644
)
Q1 2018
(13,636
)
Q2 2018
(12,079
)
Q3 2018
(13,693
)
Q4 2018
(13,693
)
Q1 2019
(4,200
)
Q2 2019
(4,200
)
Q3 2019
(1,500
)
Q4 2019
(1,500
)
Total
$
(91,631
)
Impairment of Oil and Natural Gas Properties
Proved oil and natural gas properties are reviewed for impairment quarterly or when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. We estimate the expected future cash flows of our oil and natural gas properties and compare the undiscounted cash flows to the carrying amount of the oil and natural gas properties, on a field by field basis, to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, we will write down the carrying amount of the oil and natural gas properties to estimated fair value.
As a result of suppressed commodity prices and their impact on our estimated future cash flows, we have continued to review our proved oil and natural gas properties for impairment. During the three and six months ended June 30, 2017 and 2016 , we did not recognize an impairment of our proved oil and natural gas properties. At June 30, 2017 , our expected undiscounted future cash flows exceeded the carrying value of our proved oil and natural gas properties by an average of 108% per field.
The key assumptions used to determine the undiscounted future cash flows include, but are not limited to, future commodity prices, based on five-year WTI futures price index for oil and NGLs and five-year Henry Hub futures price index for natural gas, price differentials, future production estimates, estimated future capital expenditures and estimated future operating expenses. All inputs remained relatively consistent in the undiscounted future cash flow estimate from June 30, 2016 to June 30, 2017 except commodity price estimates. Future commodity pricing for oil and NGLs is based on five-year WTI futures prices, which increased from June 30, 2016 to June 30, 2017 , and on five-year Henry Hub futures prices, which increased from June 30, 2016 to June 30, 2017 . In terms of the increase in value of undiscounted cash flows from June 30, 2016 to June 30, 2017 , the effect of the increase in pricing has been complemented by the addition of both proved developed and proved undeveloped reserves through our continued drilling and completion of previously unproved oil and natural gas properties and certain acquisitions.

34


As part of our period end reserves estimation process for future periods, we expect changes in the key assumptions used, which could be significant, including updates to future pricing estimates and differentials, future production estimates to align with our anticipated five-year drilling plan and changes in our capital costs and operating expense assumptions. There is a significant degree of uncertainty with the assumptions used to estimate future undiscounted cash flows due to, but not limited to, the risk factors referred to in "Item 1A. Risk Factors" included in our Annual Report.
Any decrease in pricing, negative change in price differentials or increase in capital or operating costs could negatively impact the estimated undiscounted cash flows related to our proved oil and natural gas properties. For example, a decrease of 10% in estimated future pricing of oil and natural gas commodities as of June 30, 2017 would not have resulted in an impairment of our proved oil and natural gas properties.
Factors Affecting the Comparability of Our Financial Condition and Results of Operations
Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons:
Recent Transactions
Double Eagle Acquisition
On April 20, 2017, the Company, and Parsley LLC, completed the acquisition (the "Double Eagle Acquisition") of all of the interests in Double Eagle Lone Star LLC, DE Operating LLC, and Veritas Energy Partners, LLC (which are currently named Parsley DE Lone Star LLC, Parsley DE Operating LLC, and Parsley Veritas Energy Partners, LLC, respectively) from Double Eagle Energy Permian Operating LLC ("DE Operating"), Double Eagle Energy Permian LLC ("DE Permian"), and Double Eagle Energy Permian Member LLC (together with DE Operating and DE Permian, "Double Eagle"), as well as certain related transactions with an affiliate of Double Eagle. The aggregate purchase price for the Double Eagle Acquisition consisted of approximately (i) $1,394.7 million in cash and (ii) 39,848,518 units of PE Units and a corresponding 39,848,518 shares of the Company’s Class B common stock, par value $0.01 per share ("Class B Common Stock").
Second Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC
On April 20, 2017, in connection with the closing of the Double Eagle Acquisition, we and Parsley LLC entered into the Second Amended and Restated Limited Liability Company Agreement of Parsley LLC (the "Second A&R Parsley LLC Agreement"). The Second A&R Parsley LLC Agreement amended and restated the First Amended and Restated LLC Agreement of Parsley LLC, dated as of May 29, 2014, to provide for the admission of the entities and individuals designated by DE Operating to receive the PE Units and shares of Class B Common Stock issued as consideration in connection with the closing of the Double Eagle Acquisition ("DE Operating’s Designees") as members of Parsley LLC, among other things.
Registration Rights Agreement
On April 20, 2017, in connection with the closing of the Double Eagle Acquisition, we entered into a Registration Rights and Lock-Up Agreement (the "Double Eagle RRA") with DE Operating’s Designees, pursuant to which, among other things and subject to certain restrictions, we were required to file with the SEC an automatically effective registration statement on Form S-3 (the "Double Eagle Resale Registration Statement") registering for resale the shares of Class A Common Stock issuable upon exchange of the PE Units (and a corresponding number of shares of Class B Common Stock) issued as consideration in connection with the closing of the Double Eagle Acquisition and to conduct certain underwritten offerings thereof. The holders of registrable securities under the Double Eagle RRA were subject to a since expired 90-day lock-up period during which they may not directly or indirectly transfer any PE Units, shares of Class B common stock, or shares of Class A common stock, or any rights or economic interests pertaining thereto.
The Double Eagle Resale Registration Statement was filed with the SEC on May 3, 2017. A prospectus supplement to the Double Eagle Resale Registration Statement was filed with the SEC on July 19, 2017.
Second Amended and Restated Registration Rights Agreement
On April 20, 2017, in connection with the closing of the Double Eagle Acquisition, we entered into the Second Amended and Restated Registration Rights Agreement (the "Second A&R IPO RRA"), by and among us, Parsley LLC and the other parties thereto. The Second A&R IPO RRA amended and restated the Amended and Restated Registration Rights Agreement,

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Table of Contents

dated as of May 29, 2014, by and among us, Parsley LLC and the other parties thereto, to, among other things, address the relative rights of the holders of registrable securities under the Double Eagle RRA and the holders of registrable securities under the Second A&R IPO RRA and to include such registrable securities in certain registration statements and underwritten offerings.
Third Amendment to the Revolving Credit Agreement
On April 28, 2017 we, Parsley LLC, each of the guarantors thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto entered into the Third Amendment (the "Third Amendment") to our revolving credit agreement (the "Revolving Credit Agreement"). The Third Amendment, among other things, modified the terms of the Revolving Credit Agreement to (i) remove all anti-cash hoarding provisions, (ii) reduce the minimum mortgage and title coverage requirements from 90% to 85% of the total value of each of (a) Parsley's LLC's and its subsidiaries’ proved Oil and Gas Properties (as defined in the Revolving Credit Agreement) and (b) Parsley's LLC's and its subsidiaries’ proved, developed and producing reserves, in each case as evaluated in the most recent reserve report, and (iii) delete the applicable margin penalty, which increased the applicable margin by 0.5% with respect to alternate base rate loans and Eurodollar loans if the Consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) as of the last day of any fiscal quarter or fiscal year of the Borrower, as applicable, exceeded 3.50 to 1.00.
In addition, the Third Amendment increased the Aggregate Elected Borrowing Base Commitments (as defined in the Revolving Credit Agreement) from $600.0 million to $1.0 billion and increased the Borrowing Base (as defined in the Revolving Credit Agreement) from $875.0 million to $1.4 billion. The Third Amendment also added Canadian Imperial Bank of Commerce, New York Branch; Capital One, National Association; Citibank, N.A., PNC, National Association; and UBS AG, Stamford Branch as lenders under the Revolving Credit Agreement.
Fourth Amendment to the Revolving Credit Agreement
On May 22, 2017, the Company, Parsley LLC, each of the guarantors thereto, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto entered into the Fourth Amendment (the "Fourth Amendment") to the Revolving Credit Agreement. The Fourth Amendment modified the terms of the Revolving Credit Agreement to (i) increase the lenders’ letter of credit commitment amount from $10.0 million to $30.0 million and (ii) increase the ceiling on lease payments during any consecutive 12-month period from 1.5% of the borrowing base to 2.5% of the borrowing base.
Amendment to Bylaws
At the Company’s 2017 Annual Meeting of Stockholders held on June 2, 2017, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Bylaws, dated October 28, 2016 (the “A&R Bylaws”), to replace the plurality voting standard in uncontested director elections with a majority voting standard. The plurality voting standard will continue to apply in contested director elections. The amendment to the A&R Bylaws became effective on June 2, 2017.
Stock-Based Compensation
Stock-based compensation includes amortization expense related to grants from our 2014 Long Term Incentive Plan. Refer to Note 9—Stock-Based Compensation to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional discussion.
Drilling Activity
The following table sets forth our capital expenditures for drilling, completions and infrastructure for the periods indicated (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Capital expenditures
294,939

 
136,114

 
483,405

 
246,483

Our capital expenditures for drilling, completions and infrastructure were $496.0 million for the year ended December 31, 2016 , of which our aggregate drilling and completion expenses were $401.6 million and our infrastructure and

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other expenditures were $94.4 million. Of the total, $53.2 million was associated with drilling, completion and facility buildout for proved undeveloped reserves.
The amount and timing of our future capital expenditures is largely discretionary and within our control. We could choose to defer a portion of planned capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners.
Results of Operations
The following table provides the components of our production revenues for the periods indicated, as well as each period’s respective average prices and production volumes:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Production revenues (in thousands):
 
 
 
 
 
 
 
Oil sales
$
178,066

 
$
91,129

 
$
347,811

 
$
143,160

Natural gas sales
12,983

 
5,834

 
25,450

 
11,377

Natural gas liquids sales
20,336

 
9,347

 
37,749

 
14,041

Total revenues
$
211,385

 
$
106,310

 
$
411,010

 
$
168,578

 
 
 
 
 
 
 
 
Average realized prices (1) :
 
 
 
 
 
 
 
Oil, without realized derivatives (per Bbls)
$
45.46

 
$
42.25

 
$
47.57

 
$
36.82

Oil, with realized derivatives (per Bbls)
45.49

 
47.49

 
46.90

 
47.15

Natural gas, without realized derivatives (per Mcf)
2.39

 
1.85

 
2.59

 
1.87

Natural gas, with realized derivatives (per Mcf)
2.36

 
1.85

 
2.56

 
1.87

Natural gas liquids (per Bbls)
19.02

 
16.51

 
20.20

 
14.17

Average price per Boe, without realized derivatives
35.89

 
32.72

 
37.98

 
28.59

Average price per Boe, with realized derivatives
35.87

 
36.20

 
37.50

 
35.40

 
 
 
 
 
 
 
 
Production:
 
 
 
 
 
 
 
Oil (MBbls)
3,917

 
2,157

 
7,311

 
3,888

Natural gas (MMcf)
5,421

 
3,154

 
9,840

 
6,098

Natural gas liquids (MBbls)
1,069

 
566

 
1,869

 
991

Total (MBoe)
5,890

 
3,249

 
10,821

 
5,896

 
 
 
 
 
 
 
 
Average daily production volume:
 
 
 
 
 
 
 
Oil (Bbls)
43,044

 
23,703

 
40,392

 
21,363

Natural gas (Mcf)
59,571

 
34,659

 
54,365

 
33,505

Natural gas liquids (Bbls)
11,747

 
6,220

 
10,326

 
5,445

Total (Boe)
64,725

 
35,703

 
59,785

 
32,396

(1)
Average prices shown in the table reflect prices both before and after the effects of our realized commodity hedging transactions. Our calculation of such effects includes both realized gains and losses on cash settlements for commodity derivative transactions and premiums paid or received on options that settled during the period.

 

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The table below shows the relationship between our average realized oil price as a percentage of the average NYMEX price and the relationship between our average realized natural gas price as a percentage of the average NYMEX price for the periods indicated. Management uses the realized price to NYMEX margin analysis to analyze trends in our oil, natural gas and NGLs revenues.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Average realized oil price ($/Bbl)
$
45.46

 
$
42.25

 
$
47.57

 
$
36.82

Average NYMEX ($/Bbl)
$
47.97

 
$
43.47

 
$
48.49

 
$
38.72

Differential to NYMEX
$
(2.51
)
 
$
(1.22
)
 
$
(0.92
)
 
$
(1.90
)
Average realized oil price to NYMEX percentage
95
%
 
97
%
 
98
%
 
95
%
Average realized natural gas price ($/Mcf)
$
2.39

 
$
1.85

 
$
2.59

 
$
1.87

Average NYMEX ($/Mcf)
$
3.16

 
$
2.41

 
$
2.99

 
$
2.28

Differential to NYMEX
$
(0.77
)
 
$
(0.56
)
 
$
(0.40
)
 
$
(0.41
)
Average realized natural gas to NYMEX percentage
76
%
 
77
%
 
87
%
 
82
%
Average realized NGLs price ($/Bbl)
$
19.02

 
$
16.51

 
$
20.20

 
$
14.17

Average NYMEX ($/Bbl)
$
47.97

 
$
43.47

 
$
48.49

 
$
38.72

Differential to NYMEX
$
(28.95
)
 
$
(26.96
)
 
$
(28.29
)
 
$
(24.55
)
Average realized NGLs price to NYMEX oil percentage
40
%
 
38
%
 
42
%
 
37
%
Oil, natural gas and NGLs revenues. Our oil, natural gas and NGLs revenues increased by $105.1 million , or 99% , to $211.4 million for the three months ended June 30, 2017 from $106.3 million for the three months ended June 30, 2016.

As shown in the following tables, from the three months ended June 30, 2016 to the three months ended June 30, 2017, the net dollar effect of the increase in oil, natural gas, and NGLs prices was $18.2 million and the net dollar effect of the increase in production volumes of oil, natural gas and NGLs was $86.9 million .
 
Changes in prices
 
Production volumes
 
Total net dollar effect of change
Effect of changes in price:
 
 
 
 
 
Oil (per Bbls)
$
3.21

 
3,917

 
$
12,581

Natural gas (per MMcf)
0.54

 
5,421

 
2,956

Natural gas liquids (per Bbls)
2.51

 
1,069

 
2,682

Total revenues due to change in price
 
 
 
 
$
18,219

 
Change in production volumes
 
Prior period average prices
 
Total net dollar effect of change
Effect of changes in production volumes:
 
 
 
 
 
Oil (MBbls)
1,760

 
$
42.25

 
$
74,356

Natural gas (MMcf)
2,267

 
1.85

 
4,193

Natural gas liquids (MBbls)
503

 
16.51

 
8,307

Total revenues due to change in production volumes
 
 
 
 
$
86,856

Our oil, natural gas and NGLs revenues increased by $242.4 million , or 144% , to $411.0 million for the six months ended June 30, 2017 from $168.6 million for the six months ended June 30, 2016.

As shown in the following tables, from the six months ended June 30, 2016 to the six months ended June 30, 2017, the net dollar effect of the increase in oil, natural gas and NGLs prices was $97.0 million and the net dollar effect of the increase in production volumes of oil, natural gas and NGLs was approximately $145.5 million .

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Changes in prices
 
Production volumes
 
Total net dollar effect of change
Effect of changes in price:
 
 
 
 
 
Oil (per Bbls)
$
10.75

 
$
7,311

 
$
78,613

Natural gas (per MMcf)
0.72

 
9,840

 
7,092

Natural gas liquids (per Bbls)
6.03

 
1,869

 
11,268

Total revenues due to change in price
 
 
 
 
$
96,973

 
Change in production volumes
 
Prior period average prices
 
Total net dollar effect of change
Effect of changes in production volumes:
 
 
 
 
 
Oil (MBbls)
$
3,423

 
$
36.82

 
$
126,038

Natural gas (MMcf)
3,742

 
1.87

 
6,981

Natural gas liquids (MBbls)
878

 
14.17

 
12,440

Total revenues due to change in production volumes
 
 
 
 
$
145,459

Operating expenses. The following table summarizes our expenses for the periods indicated:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Operating expenses (in thousands) :
 
 
 
 
 
 
 
Lease operating expenses
$
29,631

 
$
14,204

 
$
47,258

 
$
28,102

Production and ad valorem taxes
11,397

 
6,407

 
22,559

 
10,602

Depreciation, depletion and amortization
83,315

 
55,988

 
152,285

 
105,372

General and administrative expenses (1)
31,761

 
17,307

 
55,803

 
36,606

Exploration costs
2,442

 
8,978

 
5,205

 
9,666

Acquisition costs
7,176

 
486

 
8,520

 
486

Accretion of asset retirement obligations
193

 
215

 
329

 
385

Other operating expenses
2,503

 
1,651

 
4,786

 
2,547

Total operating expenses
$
168,418

 
$
105,236

 
$
296,745

 
$
193,766

 
 
 
 
 
 
 
 
Expense per Boe:
 
 
 
 
 
 
 
Lease operating expenses
$
5.03

 
$
4.37

 
$
4.37

 
$
4.77

Production and ad valorem taxes
1.93

 
1.97

 
2.08

 
1.80

Depreciation, depletion and amortization
14.15

 
17.23

 
14.07

 
17.87

General and administrative expenses
5.39

 
5.33

 
5.16

 
6.21

Exploration costs
0.41

 
2.76

 
0.48

 
1.64

Acquisition costs
1.22

 
0.15

 
0.79

 
0.08

Accretion of asset retirement obligations
0.03

 
0.07

 
0.03

 
0.07

Other operating expenses
0.42

 
0.51

 
0.44

 
0.43

Total operating expenses per Boe
$
28.58

 
$
32.39

 
$
27.42

 
$
32.87


(1)
General and administrative expenses include stock-based compensation expense of $5.3 million and $9.5 million for the three and six months ended June 30, 2017, respectively, as compared to $3.4 million and $6.2 million for the three and six months ended June 30, 2016, respectively.
  Lease operating expenses. Lease operating expenses were $29.6 million and $47.3 million for the three and six months ended June 30, 2017, respectively, as compared to $14.2 million and $28.1 million for the three and six months ended June 30, 2016. These increases are primarily due to the increase in number of our operated and non-operated wells.

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On a per Boe basis, lease operating expenses increased to $5.03 during the three months ended June 30, 2017 from $4.37 during the three months ended June 30, 2016 . This increase in lease operating expenses per Boe is partially attributable to increased workover costs and an infusion of vertical production and lifting costs on non-operated wells, all of which are associated with acquired wells, offset by an 81% increase in production during the same period.
On a per Boe basis, lease operating expenses decreased to $4.37 during the six months ended June 30, 2017 from $4.77 during the six months ended June 30, 2016. This decrease in lease operating expenses per Boe is partially attributable to a greater portion of our production coming from horizontal wells in addition to an 84% increase in production during the same period.
Production and ad valorem taxes. Production and ad valorem taxes were $11.4 million and $22.6 million for the three and six months ended June 30, 2017, respectively, as compared to $6.4 million and $10.6 million for the three and six months ended June 30, 2016, respectively. In general, production and ad valorem taxes are directly related to commodity price changes; however, Texas ad valorem taxes are based upon prior period commodity prices, whereas production taxes are based on current period commodity prices.
Overall, for the three and six months ended June 30, 2017, compared to the same respective periods in 2016, production taxes increased by approximately $5.5 million and $12.4 million, respectively, due to increased production during the periods and ad valorem taxes decreased $0.5 million and $0.4 million, respectively, reflecting decreased property assessments.
Depreciation, depletion and amortization . Depreciation, depletion and amortization ("DD&A") expense was $83.3 million and $152.3 million for the three and six months ended June 30, 2017, respectively, as compared to $56.0 million and $105.4 million for the three and six months ended June 30, 2016.
These increases are attributable to a $336.4 million and $1,013.6 million increase in costs subject to depletion and 81% and 84% increase s in production during the three and six months ended June 30, 2017, respectively, as compared to the same respective periods in 2016. These increases were offset by a 74% increase in total proved reserves and a 98% increase in proved developed reserves as of June 30, 2017, as compared to June 30, 2016.
On a per Boe basis, DD&A expense decreased 18% to $14.15 for the three months ended June 30, 2017 from $17.23 during the three months ended June 30, 2016 , and DD&A expense decreased 21% to $14.07 for the six months ended June 30, 2017 from $17.87 during the six months ended June 30, 2016, in each case primarily due to the increase in production volumes and the increase in reserves discussed above.
General and administrative expenses. General and administrative expenses were $31.8 million and $55.8 million for the three and six months ended June 30, 2017, respectively and $17.3 million and $36.6 million for the three and six months ended June 30, 2016, respectively. These increases were primarily due to higher payroll and stock-based compensation expenses associated with the hiring of additional employees to manage our growing asset base, recent acquisitions and increased production. General and administrative expenses per Boe were $5.39 and $5.16 for the three and six months ended June 30, 2017, respectively, as compared to $5.33 and $6.21 for the three and six months ended June 30, 2016, respectively.
Exploration costs. The following table provides a breakdown of exploration costs incurred for the periods indicated (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Geological and geophysical costs
$
2,342

 
$
2,052

 
$
3,716

 
$
2,059

Unproved leasehold amortization
191

 
71

 
419

 
153

Idle drilling rig fees
(91
)
 
1,331

 
1,070

 
1,930

Leasehold abandonments
—

 
5,524

 
—

 
5,524

    Total exploration costs
$
2,442

 
$
8,978

 
$
5,205

 
$
9,666

Our geological and geophysical ("G&G") costs consist of the costs of acquiring and processing seismic data, geophysical data and core analysis, primarily relating to increased geoscientific analysis of our acreage. During the three and six months ended June 30, 2017, we obtained G&G data related to a portion of our Delaware Basin acreage.

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We recognized leasehold amortization expense of $0.2 million and $0.4 million during the three and six months ended June 30, 2017, respectively, as compared to $0.1 million and $0.2 million during the three and six months ended June 30, 2016, respectively. In each case, these expenses are related to the amortization of unproved leasehold costs.
Exploration costs include idle drilling rig fees of that are not chargeable to our joint operations. The applicable drilling rig contract expired on March 31, 2017, resulting in a decrease in idle drilling rig fees during the three and six months ended June 30, 2017 compared to the three and six months ended June 30, 2016.
During the three and six months ended June 30, 2016, we recognized leasehold abandonment expenses of approximately $5.5 million, which primarily relate to expired acreage in Upton County, Texas. There was no such activity for the three and six months ended June 30, 2017.
Acquisition costs. During the three and six months ended June 30, 2017, we incurred $7.2 million and $8.5 million , respectively, of acquisition costs. During the three and six months ended June 30, 2016, we incurred $0.5 million and $0.5 million , respectively, of acquisition costs. Acquisition costs include legal and other due diligence fees paid associated with the acquisitions (including the Double Eagle Acquisition) described in Note 5—Acquisitions and Divestitures of Oil and Natural Gas Properties to our condensed consolidated financial statements included elsewhere in this Quarterly Report .
Other operating expenses. In the normal course of business of Pacesetter, we incurred other operating expenses of $2.5 million and $4.8 million during the three and six months ended June 30, 2017, respectively, as compared to $1.7 million and $2.5 million , respectively, during the three and six months ended June 30, 2016.
Other income and expenses. The following table summarizes our other income and expenses for the periods indicated:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Other income (expense) (in thousands):
 
 
 
 
 
 
 
Interest expense, net
$
(20,586
)
 
$
(12,199
)
 
$
(37,551
)
 
$
(23,393
)
Loss on sale of property
—

 
(469
)
 
—

 
(119
)
Loss on early extinguishment of debt
—

 
—

 
(3,891
)
 
—

Gain (loss) on derivatives
43,514

 
(27,304
)
 
68,130

 
(25,216
)
Change in TRA liability
—

 
—

 
(20,549
)
 
—

Other (expense) income
(177
)
 
(70
)
 
773

 
(531
)
Total other income (expense), net
$
22,751

 
$
(40,042
)
 
$
6,912

 
$
(49,259
)
Interest expense, net . Interest expense, net for the three and six months ended June 30, 2017 was $20.6 million and $37.6 million , respectively, as compared to $12.2 million and $23.4 million , respectively, for the three and six months ended June 30, 2016. These increases are a result of increased weighted average debt outstanding, as discussed in Note 7—Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report.
Gain (loss) on sale of property. We recognized losses on the sale of property of $0.5 million and $0.1 million during the three and six months ended June 30, 2016, respectively, attributable to purchase price adjustments from prior acquisitions. There was no such activity for the three and six months ended June 30, 2017.
Loss on early extinguishment of debt. The Company recorded a $3.9 million loss on early extinguishment of debt during the six months ended June 30, 2017 due to the redemption of the 7.500% senior unsecured notes due 2022 as discussed in Note 7—Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report. There was no such activity for the six months ended June 30, 2016.
Gain (loss) on derivatives. We recognized gains on derivatives of $43.5 million and $68.1 million , respectively during the three and six months ended June 30, 2017 , as compared to losses on derivatives of $27.3 million and $25.2 million , respectively, during the same respective periods in 2016. These increases are a result of lower commodity prices, which increase the value of our derivative portfolio.
Change in TRA liability . The Company recorded a $20.5 million expense during the six months ended June 30, 2017 associated with an increase in the TRA liability resulting from the reversal of the valuation allowance recorded during 2016. There was no such activity for the six months ended June 30, 2016.

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Other (expense) income . Other expense was $0.2 million and other income was $0.8 million for the three and six months ended June 30, 2017 , respectively, as compared to other expense of $0.1 million and $0.5 million for the three and six months ended June 30, 2016, respectively. The increase for the three months ended June 30, 2017, as compared to the same respective period in 2016 is primarily attributable to a $0.1 million decrease in income from our equity investment in Spraberry Production Services, LLC ("SPS"). The increase in other income for the six months ended June 30, 2017, as compared to the same respective period in 2016, is primarily related to a $1.3 million increase in income from our equity investment in SPS.
Income Tax (Expense) Benefit
During the three and six months ended June 30, 2017 , we recognized income tax expense of $12.2 million and $30.6 million , respectively. During the three and six months ended June 30, 2016, we recognized income tax benefit of $10.9 million and $20.5 million, respectively. This increase was attributable to the corresponding change in our results of operations, as discussed above, as well as the impact of net income attributable to noncontrolling ownership interests, the impact of state income taxes and the reversal of a valuation allowance that was recorded in 2016.
Capital Requirements and Sources of Liquidity
For the six months ended June 30, 2017 , our aggregate drilling, completions and infrastructure capital expenditures, including facilities, were $483.4 million . During the year ended December 31, 2016 , our aggregate drilling, completion and infrastructure capital expenditures were $496.0 million. These capital expenditure totals exclude acquisitions.
Our 2017 budget for capital development expenditures is approximately $1,000.0 million to $1,150.0 million. This estimate includes $160.0 million to $190.0 million related to infrastructure and other expenditures and $840.0 million to $960.0 million for drilling and completions, $145.0 million of which is associated with drilling, completions and facility buildout for proved undeveloped reserves as of December 31, 2016. For the prior year period, our aggregate drilling and completion expenditures were $401.6 million and our infrastructure and other expenditures were $94.4 million, for a total of $496.0 million. Of the total, $53.2 million was associated with drilling, completion and facility buildout for proved undeveloped reserves. The amount and timing of 2017 capital expenditures is largely discretionary and within our control. We could choose to defer a portion of these planned 2017 capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for oil and natural gas, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other working interest owners.
Based upon current oil and natural gas price expectations for fiscal year 2017 , we believe that our cash on hand, cash flow from operations and borrowings under our Revolving Credit Agreement will be sufficient to fund our operations through 2017 . However, as more fully described below, future cash flows are subject to a number of variables, including the level of oil and natural gas production and prices, and the significant capital expenditures required to more fully develop our properties. As of June 30, 2017 , our liquidity was as follows (in millions):

Cash and cash equivalents
$
502.6

Revolving Credit Agreement availability
997.3

Liquidity
$
1,499.9

Future cash flows are subject to a number of variables, including the level of oil and natural gas production and prices, and the significant capital expenditures required to more fully develop our properties. For example, we expect a portion of our future capital expenditures to be financed with cash flows from operations derived from wells drilled in drilling locations not associated with proved reserves on our December 31, 2016 reserve report. The failure to achieve anticipated production and cash flows from operations from such wells could result in a reduction in future capital spending. Further, our capital expenditure budget for 2017 does not allocate any amounts for acquisitions of oil and natural gas properties. In the event we make additional acquisitions and the amount of capital required is greater than the amount we have available for acquisitions at that time, we could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we require additional capital for that or other reasons, we may seek such capital through traditional reserve base borrowings, joint venture partnerships, production payment financings, asset sales, offerings of debt or equity securities or other means. We cannot assure you that needed capital will be available on acceptable terms or at all. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current drilling programs, which could result in a loss of acreage through lease expirations. In addition, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures necessary to replace our reserves. We may from time to time seek to retire or purchase our outstanding debt

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through cash purchases and/or exchanges for other debt or equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
 
Six Months Ended June 30,
 
2017
 
2016
Net cash provided by operating activities
$
326,605

 
$
51,805

Net cash used in investing activities
(2,456,621
)
 
(807,975
)
Net cash provided by financing activities
2,499,253

 
854,110

Cash flows provided by operating activities. Net cash provided by operating activities was approximately $326.6 million and $51.8 million for the six months ended June 30, 2017 and 2016 , respectively. Net cash provided by operating activities increased from the period ending June 30, 2016 to June 30, 2017 , primarily due to a $245.2 million increase in total revenues, offset by a $58.9 million increase in cash based operating expenses, including lease operating expenses, production and ad valorem taxes, cash general and administrative expenses, exploration costs and acquisition costs, as well as a decrease in funds used to satisfy working capital obligation
Cash flows used in investing activities. Net cash used in investing activities was approximately $2,456.6 million and $808.0 million for the six months ended June 30, 2017 and 2016 , respectively. The increased amount of cash used in investing activities was due primarily to the $1,539.6 million increase in acquisition costs related to oil and natural gas properties during the six months ended June 30, 2017 over the six months ended June 30, 2016 . Please refer to Note 5—Acquisitions and Divestitures of Oil and Natural Gas Properties to our condensed consolidated financial statements included elsewhere in this Quarterly Report for additional discussion related to acquisitions.
Cash flows provided by financing activities. Net cash provided by financing activities was $2,499.3 million and $854.1 million for the six months ended June 30, 2017 and 2016 , respectively. Net cash from financing activities increase d in the period ending June 30, 2017 , primarily due to increased debt and equity related activity. During the six months ended June 30, 2017 we received net proceeds from equity offerings of $2,123.5 million and net proceeds from debt offerings of $443.3 million .
Capital Sources
Revolving Credit Agreement. See Note 7—Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report for information regarding the Revolving Credit Agreement.
6.250% Senior Unsecured Notes due 2024. See Note 7—Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report for information regarding our 6.250% senior unsecured notes due 2024.
5.375% Senior Unsecured Notes due 2025. See Note 7—Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report for information regarding our 5.375% senior unsecured notes due 2025.
5.250% Senior Unsecured Notes due 2025. See Note 7—Debt to our condensed consolidated financial statements included elsewhere in this Quarterly Report for information regarding our 5.250% senior unsecured notes due 2025.
Derivative activity. We plan to continue our practice of entering into hedging arrangements to reduce the impact of commodity price volatility on our cash flow from operations. Under this strategy, we intend to continue our historical practice of entering into commodity derivative contracts at times and on terms desired to maintain a portfolio of commodity derivative contracts covering a portion of our projected oil and natural gas production.
Working Capital
Our working capital totaled $219.7 million and ($45.5) million at June 30, 2017 and December 31, 2016 , respectively. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant. Our cash balances totaled $502.6 million and $133.4 million at June 30, 2017 and December 31, 2016 ,

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respectively. The $369.2 million increase in cash is primarily attributable to the increased debt and equity realted activity and offset by acquisitions described in Note 5—Acquisitions and Divestitures of Oil and Natural Gas Properties to our condensed consolidated financial statements included elsewhere in this Quarterly Report. Due to the costs incurred related to our drilling program, we may incur additional working capital deficits in the future. We expect that our pace of development, production volumes, commodity prices and differentials to NYMEX prices for our oil and natural gas production will continue to be the largest variables affecting our working capital.
Critical Accounting Policies and Estimates
There have not been any material changes during the six months ended June 30, 2017 to the methodology applied by management for critical accounting policies previously disclosed in our Annual Report. Please read " Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates " in our Annual Report for further description of the Company’s critical accounting policies.
Off-Balance Sheet Arrangements
As of June 30, 2017 , we had no material off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk, including the effects of adverse changes in commodity prices 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 the prices of the commodities we sell. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. All of our market risk sensitive instruments were entered into for purposes other than speculative trading.
Commodity Price Risk
Our major market risk exposure is in the pricing that we receive for our oil and natural gas production. Pricing for our production has been volatile and unpredictable for several years, and this volatility is expected to continue in the future. The prices we receive for our production depend on many factors outside of our control, such as the strength of the global economy and global supply and demand for the commodities we produce.
To reduce the impact of price fluctuations on our production revenues, we periodically enter into commodity derivative contracts with respect to certain of our oil and natural gas production through various transactions that limit the downside of future prices received. We plan to continue our practice of entering into such transactions to reduce the impact of commodity price volatility on our cash flow from operations. Future transactions may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pay the excess, if any, of the floating rate over the fixed ceiling price. These hedging activities are intended to support oil prices at targeted levels and to manage our exposure to oil price fluctuations. For a description of our open positions at June 30, 2017 , see Note 3—Derivative Financial Instruments to our condensed consolidated financial statements included elsewhere in this Quarterly Report.
We do not require collateral from our counterparties for entering into derivative instruments, so in order to mitigate the credit risk associated with such derivative instruments, we typically enter into an International Swap Dealers Association Master Agreement ("ISDA Agreement") with our counterparties. The ISDA Agreement is a standardized, bilateral contract between a given counterparty and us. Instead of treating each derivative transaction between the counterparty and us separately, the ISDA Agreement enables the counterparty and us to aggregate all trades under such agreement and treat them as a single agreement. This arrangement is intended to benefit us in two ways: (i) default by a counterparty under a single trade can trigger rights to terminate all trades with such counterparty that are subject to the ISDA Agreement; and (ii) netting of settlement amounts reduces our credit exposure to a given counterparty in the event of close-out.
As of June 30, 2017 , the fair market value of our oil and natural gas derivative contracts was a net asset of $79.0 million , including deferred premium payables of $59.4 million. As of June 30, 2017 , the fair market value of our oil derivative contracts was a net asset of $78.2 million. Based on our open oil derivative positions at June 30, 2017 , a 10% increase in the NYMEX WTI price would decrease our net oil derivative asset by approximately $47.9 million, while a 10% decrease in the NYMEX WTI price would increase our net oil derivative asset by approximately $55.3 million. As of June 30, 2017 , the fair market value of our natural gas derivative contracts was a net asset of $0.8 million. Based on our open natural gas derivative positions at June 30, 2017 , a 10% increase in the NYMEX Henry Hub price would decrease our net natural gas derivative asset by approximately $0.9 million, while a 10% decrease in the NYMEX Henry Hub price would increase our net natural gas asset by approximately $1.1 million. Please read " Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Realized Prices on the Sale of Oil, Natural Gas, and NGLs ."
Counterparty Risk
Our derivative contracts expose us to credit risk in the event of nonperformance by counterparties. While we do not require our counterparties to our derivative contracts to post collateral, we do evaluate the credit standing of such counterparties as we deem appropriate. This evaluation includes reviewing a counterparty’s credit rating and latest financial information. We plan to continue to evaluate the credit standings of our counterparties in a similar manner. The majority of our derivative contracts currently in place are with lenders under our Revolving Credit Agreement, who have investment grade ratings.

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Interest Rate Risk
Our market risk exposure related to changes in interest rates relates primarily to debt obligations. We are exposed to changes in interest rates as a result of our Revolving Credit Agreement, and the terms of our Revolving Credit Agreement require us to pay higher interest rate margins as we utilize a larger percentage of our available commitments. As of June 30, 2017 , however, we had no outstanding borrowings related to our Revolving Credit Agreement, and therefore an increase in interest rates will not result in increased interest expense until such time that we determine to make borrowings under our Revolving Credit Agreement.

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Item 4. Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of June 30, 2017 . Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2017 , at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2017, we completed the implementation of a new accounting application. We took the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of change, including procedures to preserve the integrity of the data converted during the application implementation. Additionally, we provided training related to this application to individuals using the application to carry out their job responsibilities. We believe the new application will enhance our internal control over financial reporting due to enhanced automation and integration of related processes. This application change was not undertaken in response to any deficiencies in our internal control over financial reporting.
During the three months ended June 30, 2017 , we completed the design and documentation of internal control processes and procedures relating to the new application and modules to supplement and complement existing internal control over certain respective job areas. Testing of the controls related to the new application and accounting functions is ongoing and is included in the scope of our assessment of our internal control over financial reporting for 2017, which will be completed in conjunction with the filing of our Annual Report on Form 10-K for the year ended December 31, 2017. We will continue to monitor controls through and around the application to provide reasonable assurance that controls are effective, and, as a result of the ongoing evaluation, may identify additional changes to improve internal control over financial reporting.
There were no other changes in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are party to ongoing legal proceedings in the ordinary course of business. While the outcome of these proceedings cannot be predicted with certainty, we do not believe the results of these proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations or liquidity.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading "Item 1A. Risk Factors" included in our Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report or our other SEC filings other than as set forth below:
We may be unable to successfully integrate Double Eagle’s operations or to realize anticipated cost savings, revenues or other benefits of the Double Eagle Acquisition.

Our ability to achieve the anticipated benefits of the Double Eagle Acquisition will depend in part upon whether we can integrate Double Eagle’s assets and operations into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties, including those acquired from Double Eagle, requires an assessment of several factors, including:

•
recoverable reserves;

•
future natural gas and oil prices and their appropriate differentials;

•
availability and cost of transportation of production to markets;

•
availability and cost of drilling equipment and of skilled personnel;

•
development and operating costs and potential environmental and other liabilities; and

•
regulatory, permitting and similar matters.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we have performed, and will continue to perform, a review of the subject properties, including properties that are subject to certain customary acreage swaps in process, that we believe to be generally consistent with industry practices. Our review may not reveal all existing or potential problems or permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections will not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even if problems are identified, the contractual protection provided with respect to all or a portion of the underlying deficiencies may prove ineffective or insufficient. The integration process may be subject to delays or changed circumstances, and we can give no assurance that the acquired properties will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of the Double Eagle Acquisition will materialize. Integrating significant acquisitions, including the Double Eagle Acquisition, and other strategic transactions may involve other risks that may cause our business to suffer, including:

•
diversion of our management’s attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions;

•
the challenge and cost of integrating acquired assets and operations with those of ours while carrying on our ongoing business; and


48


•
the failure to realize the full benefit that we expect in estimated proved reserves, production volume, cost savings from operating synergies or other benefits anticipated from an acquisition, or to realize these benefits within the expected time frame.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following sets forth information with respect to our repurchases of shares of Class A Common Stock during the three months ended June 30, 2017 :
Period
Total number of shares purchased (1)
 
Average price paid per share
 
Total number of shares purchased as part of publicly announced plans or programs
 
Approximate dollar value of shares that may yet be purchased under the plans or programs
April 2017
—

 
$
—

 
—

 
$
—

May 2017
—

 
$
—

 
—

 
$
—

June 2017
958

 
$
25.86

 
—

 
$
—

Total
958

 
$
25.86

 
—

 
$
—

(1)
Consists of shares of Class A Common Stock repurchased from employees in order for the employee to satisfy tax withholding payments related to stock-based awards that vested during the period.
Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index accompanying this Quarterly Report.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
PARSLEY ENERGY, INC.
 
 
 
August 4, 2017
By:
/s/ Bryan Sheffield
 
 
Bryan Sheffield
 
 
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
 
August 4, 2017
By:
/s/ Ryan Dalton
 
 
Ryan Dalton
 
 
Executive Vice President—Chief Financial Officer
(Principal Accounting and Financial Officer)

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EXHIBIT INDEX
Exhibit No.
 
Description
2.1
 
Contribution Agreement, dated as of February 7, 2017, by and between Parsley Energy, LLC, Parsley Energy, Inc., Double Eagle Energy Permian Operating LLC, Double Eagle Energy Permian LLC and Double Eagle Energy Permian Member LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K, File No. 001-36463, filed with the SEC on February 7, 2017).
2.2
 
First Amendment to Contribution Agreement, dated as of March 10, 2017, by and among Parsley Energy, LLC, Parsley Energy, Inc., Double Eagle Energy Permian Operating LLC, Double Eagle Energy Permian LLC and Double Eagle Energy Permian Member LLC (incorporated by reference to Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q, File No. 001-36463, filed with the SEC on May 5, 2017).
2.3
 
Second Amendment to Contribution Agreement, dated as of April 7, 2017, by and among Parsley Energy, LLC, Parsley Energy, Inc., Double Eagle Energy Permian Operating LLC, Double Eagle Energy Permian LLC and Double Eagle Energy Permian Member LLC (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q, File No. 001-36463, filed with the SEC on May 5, 2017).

2.4
 
Third Amendment to Contribution Agreement, dated as of April 19, 2017, by and among Parsley Energy, LLC, Parsley Energy, Inc., Double Eagle Energy Permian Operating LLC, Double Eagle Energy Permian LLC and Double Eagle Energy Permian Member LLC (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q, File No. 001-36463, filed with the SEC on May 5, 2017).

3.1
 
Amended and Restated Certificate of Incorporation of Parsley Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on June 4, 2014).

3.2
 
Amended and Restated Bylaws of Parsley Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on November 2, 2016).

3.3
 
First Amendment to the Amended and Restated Bylaws of Parsley Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on June 5, 2017).
4.1
 
Indenture, dated May 27, 2016, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 6.250% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on May 27, 2016).

4.2
 
First Supplemental Indenture, dated August 18, 2016, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 6.250% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on August 19, 2016).

4.3
 
Second Supplemental Indenture, dated October 27, 2016, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 6.250% Senior Notes due 2024 (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q, File No. 001-36463, filed with the SEC on November 4, 2016).

4.4
 
Third Supplemental Indenture, dated April 20, 2017, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 6.250% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on April 20, 2017).
4.5
 
Indenture, dated December 13, 2016, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 5.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on December 13, 2016).
4.6
 
First Supplemental Indenture, dated April 20, 2017, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 5.375% Senior Notes due 2025 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on April 20, 2017).
4.7
 
Indenture, dated February 13, 2017, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 5.250% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on February 13, 2017).

51


4.8
 
First Supplemental Indenture, dated April 20, 2017, by and among Parsley Energy, LLC, Parsley Finance Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, related to the 5.250% Senior Notes due 2025 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on April 20, 2017).
4.9
 
Registration Rights and Lock-Up Agreement, dated as of April 20, 2017, by and between Parsley Energy, Inc. and the Holders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on April 20, 2017).
4.10
 
Second Amended and Restated Registration Rights Agreement, dated as of April 20, 2017, by and among Parsley Energy, LLC, Parsley Energy, Inc. and each of the parties listed as Owners on the signature pages thereto (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on April 20, 2017).
10.1
 
Second Amendment to Credit Agreement, dated as of April 11, 2017, among Parsley Energy, LLC, as borrower, Parsley Energy, Inc., each of the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on May 1, 2017).

10.2
 
Third Amendment to Credit Agreement, dated as of April 28, 2017, among Parsley Energy, LLC, as borrower, Parsley Energy, Inc., each of the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on May 1, 2017).

10.3*
 
Fourth Amendment to Credit Agreement, dated as of May 22, 2017, among Parsley Energy, LLC, as borrower, Parsley Energy, Inc., each of the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, BMO Harris Bank, N.A., as documentation agent, and the lenders party thereto.

10.4
 
Second Amended and Restated Limited Liability Company Agreement of Parsley Energy, LLC, dated as of April 20, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on April 20, 2017).

10.5
 
Indemnification Agreement, dated as of August 1, 2017, by and between Parsley Energy, Inc. and Karen Hughes (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-36463, filed with the SEC on August 3, 2017).
31.1*
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
 
XBRL Instance Document.
101.SCH*
 
XBRL Taxonomy Extension Schema Document.
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document.

†
Management contract or compensatory plan or arrangement.
*
Filed herewith.
**
Furnished herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as "accompanying" this Quarterly Report on Form 10-Q and not "filed" as part of such report for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

52

Exhibit 10.3

Execution Version



FOURTH AMENDMENT
TO
CREDIT AGREEMENT
Dated as of May 22, 2017
Among
PARSLEY ENERGY, LLC,
as Borrower,
PARSLEY ENERGY, INC.,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,

BMO HARRIS BANK, N.A.,
as Documentation Agent,

and

The Lenders Party Thereto
________________________________

WELLS FARGO SECURITIES, LLC
Sole Lead Arranger and Sole Bookrunner

________________________________






FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “ Fourth Amendment ”) dated as of May 22, 2017, is among Parsley Energy, LLC, a Delaware limited liability company (the “ Borrower ”); Parsley Energy, Inc., a Delaware corporation (“ PEI ”), each of the undersigned guarantors (the “ Guarantors ”, and together with the Borrower, the “ Obligors ”); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “ Wells Fargo ”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).
R E C I T A L S
A.    The Borrower, PEI, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of October 28, 2016 (as amended, modified, supplemented or restated from time to time prior to the date hereof, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B.    The Borrower and the Guarantors are parties to that certain Guarantee and Collateral Agreement, dated as of October 28, 2016 made by the Borrower and each of the other Grantors party thereto in favor of the Administrative Agent (as amended, modified, supplemented or restated from time to time prior to the date hereof, the “ Guaranty Agreement ”).
C.    The Borrower has requested and the Administrative Agent and the Lenders party hereto have agreed to amend the Credit Agreement, subject to the terms and conditions of this Fourth Amendment.
D.    NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Fourth Amendment and in consideration of the promises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Fourth Amendment. Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.
Section 2.      Amendments to Credit Agreement .
2.1      Amendments to Section 1.02 – Certain Defined Terms .
(a)      The following definitions are hereby amended and restated in their entirety to read as follows:
“ Agreement ” means this Credit Agreement, including any schedules and exhibits hereto, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, and as the same may from time to time be amended, modified, supplemented or restated.

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“ LC Commitment ” at any time means Thirty Million dollars ($30,000,000).
(b)      The following definition is hereby added where alphabetically appropriate to read as follows:
“ Fourth Amendment ” means that certain Fourth Amendment to Credit Agreement, dated as of May 22, 2017, among the Borrower, PEI, the Guarantors, the Administrative Agent and the Lenders party thereto.
2.2      Amendments to Section 9.07 . Section 9.07 is hereby amended and restated in its entirety to read as follows:
Section 9.07     Limitation on Leases . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding Capital Leases, leases of Hydrocarbon Interests and leases of drilling rigs), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and the Restricted Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed at any time two and one-half percent (2.5%) of the Borrowing Base then in effect at such time, in any period of twelve consecutive calendar months most recently ended prior to such date of determination during the life of such leases.
Section 3.      Conditions of Effectiveness . This Fourth Amendment will become effective on the date on which each of the following conditions precedent is satisfied or waived in accordance with Section 12.02 of the Credit Agreement (the “ Fourth Amendment Effective Date ”):
3.1      The Administrative Agent shall have received from the Borrower, PEI, each Guarantor, the Issuing Bank and the Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person.
3.2      The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date, including all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including fees and expenses invoiced by Paul Hastings LLP).
3.3      No Default or Event of Default shall have occurred and be continuing as of the Fourth Amendment Effective Date.
3.4      The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.
The Administrative Agent is hereby authorized and directed to declare this Fourth Amendment to be effective when it has received documents confirming compliance with the

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conditions set forth in this Section 3 or the waiver of such conditions as agreed to by the Majority Lenders. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Section 4.      Miscellaneous.
4.1      Confirmation . The provisions of the Credit Agreement, as amended by this Fourth Amendment, shall remain in full force and effect following the effectiveness of this Fourth Amendment.
4.2      Ratification and Affirmation; Representations and Warranties . Each of PEI and each Obligor hereby: (a) acknowledges the terms of this Fourth Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby; (c) agrees that from and after the Fourth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fourth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.
4.3      Counterparts . This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fourth Amendment by telecopy, facsimile, as an attachment to an email or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Fourth Amendment.
4.4      NO ORAL AGREEMENT . THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
4.5      GOVERNING LAW . THIS FOURTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE

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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
4.6      Loan Document . This Fourth Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.
4.7      Payment of Expenses . In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Fourth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
4.8      Severability . Any provision of this Fourth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
4.9      Successors and Assigns . This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed and delivered by their proper and duly authorized officer(s) as of the day and year first above written.
BORROWER:
PARSLEY ENERGY, LLC





PEI:
By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer


PARSLEY ENERGY, INC.


By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer
     

GUARANTOR:
PARSLEY GP, LLC

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By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer
        

GUARANTOR:
PARSLEY ENERGY, L.P.
BY: PARSLEY GP, LLC, its general partner
 
By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer
        

GUARANTOR:
PARSLEY ENERGY OPERATIONS, LLC
 
By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer
        

GUARANTOR:
PARSLEY ENERGY AVIATION, LLC





By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer


GUARANTOR:
PARSLEY MINERALS, LLC





By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer


GUARANTOR:



PARSLEY FINANCE CORP.


By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer




[Parsley Energy, LLC - Fourth Amendment Signature Page]


GUARANTOR:



DOUBLE EAGLE LONE STAR LLC


By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer



GUARANTOR:



DE OPERATING LLC


By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer



GUARANTOR:



VERITAS ENERGY PARTNERS, LLC


By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer



GUARANTOR:



NOVUS LAND SERVICES LLC


By: /s/ Ryan Dalton   _________________________
Name: Ryan Dalton
Title: Executive Vice President – Chief Financial Officer





[Parsley Energy, LLC - Fourth Amendment Signature Page]




ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER:
WELLS FARGO BANK, NATIONAL ASSOCIATION

 

By: /s/ Edward Pak __________________________
Name: Edward Pak
Title: Director


[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
JPMORGAN CHASE BANK, N.A.

 

By: /s/ Greg Determann ______________________
Name: Greg Determann
Title: Managing Director


[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
BMO HARRIS BANK, N.A.

 

By: /s/ Matthew L. Davis _____________________
Name: Matthew L. Davis
Title: Vice President


[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
MORGAN STANLEY BANK, N.A.


By: /s/ Patrick Layton _______________________
Name: Patrick Layton
Title: Authorized Signatory

LENDER:
MORGAN STANLEY SENIOR FUNDING, INC.


By: /s/ Patrick Layton _______________________
Name: Patrick Layton
Title: Vice President



[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


By: /s/ Nupur Kumar ________________________
Name: Nupur Kumar
Title: Authorized Signatory



By: /s/ Warren Van Heyst ____________________
Name: Warren Van Heyst
Title: Authorize Signatory




[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
BOKF NA DBA BANK OF TEXAS


By: /s/ Colin Watson _______________________
Name: Colin Watson
Title: Senior Vice President






[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
FROST BANK, A TEXAS STATE BANK


By: /s/ Jack Herndon ________________________
Name: Jack Herndon
Title: Senior Vice President






































[Parsley Energy, LLC - Fourth Amendment Signature Page]





LENDER:
ROYAL BANK OF CANADA


By: /s/ Kristan Spivey _______________________
Name: Kristan Spivey
Title: Authorized Signatory







[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
U.S. BANK NATIONAL ASSOCIATION


By: /s/ Nicholas Hanford _____________________
Name: Nicholas Hanford
Title: Vice President


[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
THE BANK OF NOVA SCOTIA


By: /s/ Alan Dawson _______________________
Name: Alan Dawson
Title: Director

 
 

[Parsley Energy, LLC - Fourth Amendment Signature Page]



LENDER:
COMPASS BANK


By: /s/ Kari McDaniel ______________________
Name: Kari McDaniel
Title: Vice President





[Parsley Energy, LLC - Fourth Amendment Signature Page]


LENDER:
CANADIAN IMPERIAL BANK OF COMMERCE-NEW YORK BRANCH


By: /s/ William M. Reid ______________________
Name: William M. Reid
Title: Authorized Signatory

By: /s/ Trudy Nelson ________________________
Name: Trudy Nelson
Title: Authorized Signatory



[Parsley Energy, LLC - Fourth Amendment Signature Page]


LENDER:
CAPITAL ONE, NATIONAL ASSOCIATION


By: /s/ Michael Higgins ______________________
Name: Michael Higgins
Title: Senior Director



[Parsley Energy, LLC - Fourth Amendment Signature Page]


LENDER:
CITIBANK, N.A.


By: /s/ Saqeeb Ludhi ________________________
Name: Saqeeb Ludhi
Title: Vice President



[Parsley Energy, LLC - Fourth Amendment Signature Page]


LENDER:
PNC BANK, NATIONAL ASSOCIATION


By: /s/ Sandra Aultman ______________________
Name: Sandra Aultman
Title: Managing Director



[Parsley Energy, LLC - Fourth Amendment Signature Page]


LENDER:
UBS AG, STAMFORD BRANCH


By: /s/ Craig Pearson ________________________
Name: Craig Pearson
Title: Associate Director

By: /s/ Houssem Daly _______________________
Name: Houssem Daly
Title: Associate Director



[Parsley Energy, LLC - Fourth Amendment Signature Page]

Exhibit 31.1


  CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) 
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Bryan Sheffield, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Parsley 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(s) 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 Rules 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(s) 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.  
 
 
 
August 4, 2017
By:
/s/ Bryan Sheffield
 
 
Bryan Sheffield
 
 
Chairman and Chief Executive Officer


Exhibit 31.2


  CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) 
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Ryan Dalton, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Parsley 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(s) 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 Rules 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(s) 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.
 
 
 
August 4, 2017
By:
/s/ Ryan Dalton
 
 
Ryan Dalton
 
 
Executive Vice President—Chief Financial Officer


Exhibit 32.1


CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
In connection with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 of Parsley Energy, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan Sheffield, Chairman of the Board of Directors and Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)                                  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)                                  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
August 4, 2017
By:
/s/ Bryan Sheffield
 
 
Bryan Sheffield
 
 
Chairman and Chief Executive Officer


Exhibit 32.2


CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350
In connection with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 of Parsley Energy, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Dalton, Executive Vice President—Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)                                  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)                                  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
August 4, 2017
By:
/s/ Ryan Dalton
 
 
Ryan Dalton
 
 
Executive Vice President—Chief Financial Officer