Liberty Energy Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures’ In accordance with the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted 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 disclosures. During the year ended December 31, 2023, we integrated accounting functions of the entity acquired in the Siren Acquisition on April 6, 2023. In connection with the integration, we updated documentation of our internal controls over financial reporting, as necessary, to reflect modifications to business processes and accounting procedures impacted. There were no other changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. See page F-1 for Management’s Report on Internal Control Over Financial Reporting and page F-4 for Report of Independent Registered Public Accounting Firm on its assessment of our internal control over financial reporting. Item 9B. Other Information On December 4, 2023 , Michael Stock , our Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 200,000 shares of our Class A common stock between March 4, 2024 and December 31, 2024, which shares were acquired by vesting of compensatory restricted stock units. On December 13, 2023 , Chris Wright , our Chairman of the Board and Chief Executive Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, providing for the potential sale of up to 240,000 shares of our Class A common stock between March 18, 2024 and August 16, 2024, which shares were acquired by vesting of compensatory restricted stock units. During the quarter ended December 31, 2023, none of our directors or Section 16 officers, other than Mr. Wright and Mr. Stock, informed us of the adoption , modification, or termination of any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408(a) of Regulation S-K). 45 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item concerning our executive officers, directors and corporate governance is incorporated herein by reference to our definitive proxy statement for our 2023 annual meeting of stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023, under the captions “Proposal 1 — Election of Directors,” “The Board and its Committees,” “Executive Officers” and “Delinquent Section 16(a) Reports.” Item 11. Executive Compensation The information required by this item concerning executive compensation is incorporated herein by reference to our definitive proxy statement for our 2023 annual meeting of stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023, under the captions “The Board and its Committees,” “Compensation Discussion & Analysis,” “Compensation Committee Report,” “Executive Compensation Tables,” “Director Compensation,” and “CEO Pay Ratio,” except for the information required by Item 402(v) of Regulation S-K, which is specifically not incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item concerning the security ownership of certain beneficial owners and management and related stockholder matters are incorporated herein by reference to our definitive proxy statement for our 2023 annual meeting of stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023, under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item concerning certain relationships and related person transactions and director independence is incorporated herein by reference to our definitive proxy statement for our 2023 annual meeting of stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023, under the captions “Certain Relationships and Related Party Transactions” and “the Board and its Committees.” Item 14. Principal Accountant Fees and Services The information required by this item concerning principal accounting fees and services is incorporated herein by reference to our definitive proxy statement for our 2023 annual meeting of stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023, under the caption “Proposal 3 — Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm.” 46 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Financial Statement Schedules Refer to Index to Financial Statements on page 53. All schedules are omitted as information required is inapplicable or the information is presented in the consolidated financial statements and the related notes. (b) Exhibits The documents listed in the Index to Exhibits are filed, furnished or incorporated by reference as part of this Annual Report, and such Index to Exhibits are incorporated herein by reference. 47 Item 16. Form 10-K Summary None. 48 INDEX TO EXHIBITS Exhibit Number Description 2.1 Master Reorganization Agreement, dated as of January 11, 2018, by and among Liberty Oilfield Services Inc., Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services New HoldCo LLC, and the other parties named therein (2) 2.2 Master Transaction Agreement, dated as of August 31, 2020, by and among Schlumberger Technology Corporation, Schlumberger Canada Limited, Liberty Oilfield Services Holdings LLC, Liberty Canada Operations Inc. and Liberty Oilfield Services Inc. (10) 3.1 Amended and Restated Certificate of Incorporation of Liberty Oilfield Services Inc. (2) 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation (13) 3.3 Second Amended and Restated Bylaws of Liberty Energy Inc., as amended effective January 24, 2023 (17) 4.1 Description of the Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934. * 10.1 Second Amended and Restated Limited Liability Company Operating Agreement of Liberty Oilfield Services New HoldCo LLC (2) 10.2 Form of Joinder Agreement to Second Amended and Restated Limited Liability Company Operating Agreement of Liberty Oilfield Services New HoldCo LLC (12) 10.3 Tax Receivable Agreement, dated January 17, 2018, by and among Liberty Oilfield Services Inc., R/C Energy IV Direct Partnership, L.P., and R/C Energy IV Direct Partnership, L.P., as agent (2) 10.4 Tax Receivable Agreement, dated January 17, 2018, by and among Liberty Oilfield Services Inc., and the other parties named therein (2) 10.5 Agent Designation Amendment to the Tax Receivable Agreement, dated as of February 22, 2022, by and among Liberty Oilfield Services Inc. and R/C Energy IV Direct Partnership, L.P. (15) 10.6 Liberty Oilfield Services Inc. Long Term Incentive Plan (2)† 10.7 Credit Agreement, dated September 19, 2017, by and among Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A. and Citibank, N.A., as Joint Lead Arrangers, Wells Fargo Bank, National Association, as Book Runner, JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents, the lender parties thereto, Liberty Oilfield Services Holdings LLC, as Parent and Liberty Oilfield Services LLC and LOS Acquisition Co I LLC, each as a Borrower (1) 10.8 Amendment and Parent Joinder to Credit Agreement, dated January 17, 2018, by and among Liberty Oilfield Services Holdings LLC, Liberty Oilfield Services LLC, LOS Acquisition Co I LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (3) 10.9 Second Amendment and Parent Joinder to Credit Agreement, dated March 21, 2018, by and among Liberty Oilfield Services LLC, LOS Acquisition Co I LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (3) 10.10 Third Amendment to Credit Agreement, dated May 29, 2020, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, and Wells Fargo Bank, National Association as Administrative Agent, and the lenders signatory thereto (8) 10.11 Fourth Amendment to Credit Agreement, dated August 12, 2020, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (9) 10.12 Consent and Fifth Amendment to Credit Agreement, dated December 29, 2020, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, ST9 Gas and Oil LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (11) 49 10.13 Sixth Amendment to Credit Agreement and Second Amendment to Guaranty and Security Agreement, dated October 22, 2021, by and among Liberty Oilfield Services LLC, Liberty Oilfield Services Inc., Liberty Oilfield Services New HoldCo LLC, R/C IV Non-U.S. LOS Corp, LOS Solar Acquisition LLC, Freedom Proppant LLC, LOS Kermit LLC, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, ST9 Gas and Oil LLC, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto (12) 10.14 Increase Joinder and Seventh Amendment to Credit Agreement, dated July 18, 2022, by and among Liberty Oilfield Services LLC, Liberty Energy Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, Freedom Proppant LLC, LOS Kermit LLC, LOS Leasing Company LLC, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, Proppant Express Solutions, LLC, ST9 Gas and Oil LLC, Well Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto. (14) 10.15 Eighth Amendment to Credit Agreement, dated January 23, 2023, by and among Liberty Oilfield Services LLC, Liberty Energy Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, Freedom Proppant LLC, LOS Kermit LLC, LOS Leasing Company LLC, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, Proppant Express Solutions, LLC, ST9 Gas and Oil LLC, Well Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto. (17) 10.16 Joinder Agreement, dated December 31, 2021, by and among LOS Leasing Company LLC and Wells Fargo Bank, National Association, as Administrative Agent (16) 10.17 Liberty Oilfield Services 401(k) Savings Plan (11)† 10.18 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Long Term Incentive Plan (4)† 10.19 Form of Restricted Stock Unit Grant Notice under the Long Term Incentive Plan (11)† 10.20 Form of Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement under the Liberty Oilfield Services Inc. Long Term Incentive Plan (5)† 10.21 Form of Change in Control Agreement (6)† 10.22 Form of Indemnification Agreement between the Company and each of its Directors and Executive Officers (8) 19.1 Insider Trading Policy * 21.1 List of subsidiaries of Liberty Energy Inc. * 23.1 Consent of Deloitte & Touche LLP * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Chief Financial Officer pursuant to 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 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. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 95 Mine Safety Disclosure * 97 Compensation Recovery Policy * 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 Label Linkbase Document * 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* (1) Incorporated by reference to the exhibits to the registrant’s Registration Statement on Form S-1, as amended (SEC File 333-216050). 50 (2) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on January 18, 2018. (3) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on March 23, 2018. (4) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on May 10, 2018. (5) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on May 3, 2019. (6) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on August 30, 2019. (7) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on February 27, 2020. (8) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on June 3, 2020. (9) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on October 30, 2020. (10) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on September 1, 2020. (11) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on February 24, 2021. (12) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on October 28, 2021. (13) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on April 21, 2022. (14) Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on July 22, 2022. (15) Incorporated by reference to the exhibits to the registrant’s Quarterly Report on Form 10-Q, filed on April 25, 2022. (16) Incorporated by reference to the exhibits to the registrant’s Annual Report on Form 10-K, filed on February 22, 2022. (17) Incorporated by reference to the exhibits to the registrant’s Current Report on Form 8-K, filed on January 26, 2023. * Filed herewith. ** Furnished herewith. † Denotes a management contract or compensatory plan or arrangement. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. LIBERTY ENERGY INC. /s/ Christopher A. Wright Date: February 8, 2024 By: Christopher A. Wright Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Christopher A. Wright Chief Executive Officer and Director (Principal Executive Officer) February 8, 2024 Christopher A. Wright /s/ Michael Stock Chief Financial Officer (Principal Financial Officer) February 8, 2024 Michael Stock /s/ Ryan T. Gosney Chief Accounting Officer February 8, 2024 Ryan T. Gosney (Principal Accounting Officer) /s/ Simon Ayat Director February 8, 2024 Simon Ayat /s/ Ken Babcock Director February 8, 2024 Ken Babcock /s/ Peter A. Dea Director February 8, 2024 Peter A. Dea /s/ William F. Kimble Director February 8, 2024 William F. Kimble /s/ James R. McDonald Director February 8, 2024 James R. McDonald /s/ Gale A. Norton Director February 8, 2024 Gale A. Norton /s/ Audrey Robertson Director February 8, 2024 Audrey Robertson /s/ Cary D. Steinbeck Director February 8, 2024 Cary D. Steinbeck 52 Index to Financial Statements Liberty Energy Inc. Management’s Report on Internal Control Over Financial Reporting F-1 Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 F- 5 Consolidated Statements of Operations for the Years Ended December 31, 202 3 , 202 2 , and 202 1 F- 6 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 3 , 202 2 , and 202 1 F-7 Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 3 and 202 2 F- 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 , and 202 1 F- 9 Notes to Consolidated Financial Statements F- 11 53 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Liberty Energy Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act. Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Under the supervision of, and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework and criteria established in Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of December 31, 2023, our internal control over financial reporting was effective. The effectiveness of Liberty Energy Inc. ’ s internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report that is included herein. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Liberty Energy Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Liberty Energy Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 8, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Property and equipment — Determination of Impairment Indicators — Refer to Note 2 to the financial statements Critical Audit Matter Description As described in Note 2 to the consolidated financial statements, the Company assesses its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, referred to as triggering events. Possible indications of impairment may include events or changes in circumstances affecting the manner in which the assets are being used, historical and estimated future profitability measures, and other adverse events or changes that could affect the value of the assets. If a triggering event is identified, the Company evaluates its property and equipment for impairment by comparing undiscounted future cash flows expected to be generated over the life of the assets to the respective carrying amount. If the carrying amount of the assets exceeds the undiscounted future cash flows, an analysis is performed to determine the fair value of the assets. We identified the evaluation of property and equipment for impairment triggering events as a critical audit matter. The Company makes assumptions to evaluate property and equipment for possible indications of impairment. Changes in these assumptions could have a significant impact on the assets identified for further analysis. For the year ended December 31, 2023, the Company concluded that no triggering events had occurred, and no impairment was recognized. Given the Company’s evaluation of possible indications of impairment of property and equipment requires management to make assumptions, performing audit procedures to evaluate whether management appropriately identified events or F-2 changes in circumstances indicating that the carrying amounts of property and equipment may not be recoverable required a high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of property and equipment for possible indications of impairment included the following, among others: • We tested the effectiveness of internal controls over financial reporting related to management’s evaluation of impairment. This included controls related to the Company’s process to identify and evaluate triggering events, including the consideration of forecasted to actual results and market conditions in determining whether a triggering event exists. • We considered the completeness of management’s identification of impairment indicators by: ◦ Considering industry and analysts reports and the impact of macroeconomic factors, such as adverse changes in the regulatory environment, legislation or other factors that may represent impairment indicators not previously contemplated in management’s analysis. ◦ Inspecting minutes of the board of directors and committees to understand if there were factors that would represent potential impairment indicators for property and equipment. ◦ Developing an independent expectation of impairment indicators and compared such expectation to management’s analysis. • We evaluated management’s determination of the property and equipment’s estimated useful life as well as any factors impacting the useful life, such as plans to sell and any relevant purchase and sales agreements for assets sold. /s/ DELOITTE & TOUCHE LLP Denver, CO February 8, 2024 We have served as the Company’s auditor since 2016. F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Liberty Energy Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Liberty Energy Inc. (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 8, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Denver, Colorado February 8, 2024 F-4 LIBERTY ENERGY INC. Consolidated Balance Sheets As of December 31, 2023 and 2022 (Dollars in thousands, except share data) 2023 2022 Assets Current assets: Cash and cash equivalents $ 36,784 $ 43,676 Accounts receivable, net of allowances for credit losses of $ 939 and $ 884 , respectively 381,185 410,308 Accounts receivable—related party 17,345 — Unbilled revenue (including amounts from related parties of $ 13,379 and $ 13,854 , respectively) 188,940 175,704 Inventories 205,865 214,454 Prepaid and other current assets 124,135 112,531 Total current assets 954,254 956,673 Property and equipment, net 1,645,368 1,362,364 Finance lease right-of-use assets 182,319 41,771 Operating lease right-of-use assets 92,640 97,232 Other assets (including amounts from related parties of $ 14,785 and $ 11,799 , respectively) 158,976 105,300 Deferred tax asset — 12,592 Total assets $ 3,033,557 $ 2,575,932 Liabilities and Equity Current liabilities: Accounts payable (including payables to related parties of $ 0 and $ 2,629 , respectively) $ 293,733 $ 326,818 Accrued liabilities (including amounts due to related parties of $ 0 and $ 730 , respectively) 261,066 280,678 Income taxes payable 12,060 2,294 Current portion of payable pursuant to tax receivable agreements 5,170 — Current portion of long-term debt, net of discount of $ 0 and $ 730 , respectively — 1,020 Current portion of finance lease liabilities 39,867 11,393 Current portion of operating lease liabilities 27,528 27,294 Total current liabilities 639,424 649,497 Long-term debt, net of discount of $ 0 and $ 540 , respectively, less current portion 140,000 217,426 Deferred tax liability 102,340 1,044 Payable pursuant to tax receivable agreements 112,471 118,874 Noncurrent portion of finance lease liabilities 133,654 22,490 Noncurrent portion of operating lease liabilities 64,260 69,295 Total liabilities 1,192,149 1,078,626 Commitments & contingencies (Note 15) Stockholders’ equity: Preferred Stock, $ 0.01 par value, 10,000 shares authorized and none issued and outstanding — — Common Stock: Class A, $ 0.01 par value, 400,000,000 shares authorized and 166,610,199 issued and outstanding as of December 31, 2023 and 178,753,125 issued and outstanding as of December 31, 2022 1,666 1,788 Class B, $ 0.01 par value, 400,000,000 shares authorized and none issued and outstanding as of December 31, 2023 and 250,222 issued and outstanding as of December 31, 2022 — 3 Additional paid in capital 1,093,498 1,266,097 Retained earnings 752,328 234,525 Accumulated other comprehensive loss ( 6,084 ) ( 7,396 ) Total stockholders’ equity 1,841,408 1,495,017 Non-controlling interest — 2,289 Total equity 1,841,408 1,497,306 Total liabilities and equity $ 3,033,557 $ 2,575,932 See Notes to Consolidated Financial Statements. F-5 LIBERTY ENERGY INC. Consolidated Statements of Operations For the Years Ended December 31, 2023, 2022, and 2021 (In thousands, except per share data) 2023 2022 2021 Revenue: Revenue $ 4,533,048 $ 4,000,780 $ 2,447,140 Revenue—related parties 214,880 148,448 23,642 Total revenue 4,747,928 4,149,228 2,470,782 Operating costs and expenses: Cost of services (exclusive of depreciation, depletion, and amortization shown separately below) 3,349,370 3,149,036 2,249,926 General and administrative 221,406 180,040 123,406 Transaction, severance, and other costs 2,053 5,837 15,138 Depreciation, depletion, and amortization 421,514 323,028 262,757 (Gain) loss on disposal of assets, net ( 6,994 ) ( 4,603 ) 779 Total operating costs and expenses 3,987,349 3,653,338 2,652,006 Operating income (loss) 760,579 495,890 ( 181,224 ) Other expense (income): (Gain) loss on remeasurement of liability under tax receivable agreements ( 1,817 ) 76,191 ( 19,039 ) Gain on investments — ( 2,525 ) — Interest income—related party ( 1,987 ) — — Interest expense, net 29,493 22,715 15,603 Total other expense (income), net 25,689 96,381 ( 3,436 ) Net income (loss) before income taxes 734,890 399,509 ( 177,788 ) Income tax expense (benefit) 178,482 ( 793 ) 9,216 Net income (loss) 556,408 400,302 ( 187,004 ) Less: Net income (loss) attributable to non-controlling interests 91 700 ( 7,760 ) Net income (loss) attributable to Liberty Energy Inc. stockholders $ 556,317 $ 399,602 $ ( 179,244 ) Net income (loss) attributable to Liberty Energy Inc. stockholders per common share: Basic $ 3.24 $ 2.17 $ ( 1.03 ) Diluted $ 3.15 $ 2.11 $ ( 1.03 ) Weighted average common shares outstanding: Basic 171,845 184,334 174,019 Diluted 176,360 189,349 174,019 See Notes to Consolidated Financial Statements. F-6 LIBERTY ENERGY INC. Consolidated Statements of Comprehensive Income (Loss) For the Years Ended December 31, 2023, 2022, and 2021 (In thousands) 2023 2022 2021 Net income (loss) $ 556,408 $ 400,302 $ ( 187,004 ) Other comprehensive income (loss) Foreign currency translation adjustments 1,313 ( 7,097 ) ( 102 ) Comprehensive income (loss) $ 557,721 $ 393,205 $ ( 187,106 ) Comprehensive income (loss) attributable to non-controlling interest 92 693 ( 7,556 ) Comprehensive income (loss) attributable to Liberty Energy Inc. $ 557,629 $ 392,512 $ ( 179,550 ) See Notes to Consolidated Financial Statements. F-7 LIBERTY ENERGY INC. Consolidated Statements of Changes in Equity For the Years Ended December 31, 2023 and 2022 (In thousands, except per share and per unit data) Shares of Class A Common Stock Shares of Class B Common Stock Class A Common Stock, Par Value Class B Common Stock, Par Value Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ equity Non-controlling Interest Total Equity Balance—December 31, 2022 178,753 250 $ 1,788 $ 3 $ 1,266,097 $ 234,525 $ ( 7,396 ) $ 1,495,017 $ 2,289 $ 1,497,306 Exchange of Class B Common Stock for Class A Common Stock 250 ( 250 ) 3 ( 3 ) 2,360 — — 2,360 ( 2,360 ) — Offering Costs — — — — ( 223 ) — — ( 223 ) — ( 223 ) Deferred tax and tax receivable agreements impact of Liberty LLC merger into the Company — — — — 6,681 — — 6,681 — 6,681 $ 0.22 /share of Class A Common Stock dividend — — — — — ( 38,514 ) — ( 38,514 ) — ( 38,514 ) Share repurchases ( 13,706 ) — ( 137 ) — ( 202,940 ) — — ( 203,077 ) ( 23 ) ( 203,100 ) Excise tax on share repurchases — — — — ( 1,855 ) — — ( 1,855 ) — ( 1,855 ) Stock-based compensation expense — — — — 33,023 — — 33,023 3 33,026 Vesting of restricted stock units 1,313 — 12 — ( 11 ) — — 1 ( 1 ) — Tax withheld on vesting of restricted stock units — — — — ( 9,634 ) — — ( 9,634 ) — ( 9,634 ) Currency translation adjustment — — — — — — 1,312 1,312 1 1,313 Net income — — — — — 556,317 — 556,317 91 556,408 Balance—December 31, 2023 166,610 — $ 1,666 $ — $ 1,093,498 $ 752,328 $ ( 6,084 ) $ 1,841,408 $ — $ 1,841,408 Shares of Class A Common Stock Shares of Class B Common Stock Class A Common Stock, Par Value Class B Common Stock, Par Value Additional Paid in Capital (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ equity Non-controlling Interest Total Equity Balance - December 31, 2021 183,385 2,632 $ 1,834 $ 26 $ 1,367,642 $ ( 155,954 ) $ ( 306 ) $ 1,213,242 $ 17,197 $ 1,230,439 Exchange of Class B Common Stock for Class A Common Stock 2,382 ( 2,382 ) 23 ( 23 ) 16,495 — — 16,495 ( 16,495 ) — Offering Costs — — — — ( 79 ) — — ( 79 ) — ( 79 ) Effect of exchange on deferred tax asset, net of liability under tax receivable agreements — — — — 3,757 — — 3,757 — 3,757 Deferred tax impact of ownership changes from issuance of Class A Common Stock — — — — ( 9,879 ) — ( 9,879 ) — ( 9,879 ) $ 0.05 /share of Class A Common Stock dividend — — — — — ( 9,123 ) — ( 9,123 ) — ( 9,123 ) $ 0.05 /unit distributions to non-controlling unitholders — — — — — — — — ( 13 ) ( 13 ) Other distributions and advance payments to non-controlling interest unitholders — — — — — — — — 920 920 Share repurchases ( 8,186 ) — ( 81 ) — ( 125,134 ) — — ( 125,215 ) ( 98 ) ( 125,313 ) Stock-based compensation expense — — — — 23,003 — — 23,003 105 23,108 Vesting of restricted stock units 1,172 — 12 — 8 — — 20 ( 20 ) — Tax withheld on vesting of restricted stock units ( 9,716 ) ( 9,716 ) ( 9,716 ) Currency translation adjustment — — — — — — ( 7,090 ) ( 7,090 ) ( 7 ) ( 7,097 ) Net income — — — — — 399,602 — 399,602 700 400,302 Balance - December 31, 2022 178,753 250 $ 1,788 $ 3 $ 1,266,097 $ 234,525 $ ( 7,396 ) $ 1,495,017 $ 2,289 $ 1,497,306 See Notes to Consolidated Financial Statements. F-8 LIBERTY ENERGY INC. Consolidated Statements of Cash Flows For the Years Ended December 31, 2023, 2022, and 2021 (Dollars in thousands) 2023 2022 2021 Cash flows from operating activities: Net income (loss) $ 556,408 $ 400,302 $ ( 187,004 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization 421,514 323,028 262,757 (Gain) loss on disposal of assets, net ( 6,994 ) ( 4,603 ) 779 Stock-based compensation expense 33,026 23,108 19,946 Deferred income tax expense (benefit) 120,312 ( 12,472 ) 5,079 (Gain) loss on remeasurement of liability under tax receivable agreements ( 1,817 ) 76,191 ( 19,039 ) Other non-cash items, net 7,111 5,461 6,605 Changes in operating assets and liabilities: Accounts receivable and unbilled revenue 19,612 ( 166,605 ) ( 90,142 ) Accounts receivable and unbilled revenue—related party ( 19,855 ) ( 25,522 ) — Inventories ( 114 ) ( 84,989 ) ( 24,612 ) Other assets ( 66,182 ) ( 56,161 ) ( 30,955 ) Prepaid and other current assets—related party — — 24,708 Accounts payable and accrued liabilities ( 45,133 ) 57,203 164,036 Accounts payable and accrued liabilities—related party — ( 1,864 ) 3,874 Initial payment of operating lease liability ( 3,305 ) ( 2,713 ) ( 565 ) Net cash provided by operating activities 1,014,583 530,364 135,467 Cash flows from investing activities: Purchases of property and equipment and construction in-progress ( 603,298 ) ( 451,905 ) ( 198,794 ) Investment in sand logistics — ( 7,415 ) ( 13,106 ) Investment in Tamboran Resources Ltd. and Oklo Inc. (2023) and Fervo Energy Company and Natron Energy, Inc. (2022) ( 20,283 ) ( 15,000 ) — Acquisition of Siren Energy, net of cash received ( 75,656 ) — — Proceeds from sales of assets 26,909 23,664 25,406 Net cash used in investing activities ( 672,328 ) ( 450,656 ) ( 186,494 ) Cash flows from financing activities: Proceeds from borrowings on line-of-credit 1,153,000 713,000 274,000 Repayments of borrowings on line-of-credit ( 1,128,000 ) ( 616,000 ) ( 256,000 ) Repayments of borrowings on term loan ( 104,716 ) ( 1,750 ) ( 1,750 ) Payments on finance lease obligations ( 17,392 ) ( 6,947 ) ( 7,363 ) Class A Common Stock dividends and dividend equivalents upon restricted stock vesting ( 37,684 ) ( 9,164 ) ( 168 ) Per unit distributions to non-controlling interest unitholders — ( 13 ) — Other distributions and advance payments to non-controlling interest unitholders — 920 1,372 Share repurchases ( 203,100 ) ( 125,313 ) — Tax withholding on restricted stock units ( 9,634 ) ( 9,716 ) ( 3,585 ) Payment of equity issuance costs ( 223 ) ( 79 ) ( 1,330 ) Payments of debt issuance costs ( 1,566 ) ( 708 ) ( 3,120 ) Net cash (used in) provided by financing activities ( 349,315 ) ( 55,770 ) 2,056 Net (decrease) increase in cash and cash equivalents ( 7,060 ) 23,938 ( 48,971 ) Translation effect on cash 168 ( 260 ) ( 9 ) Cash and cash equivalents—beginning of period 43,676 19,998 68,978 Cash and cash equivalents—end of period $ 36,784 $ 43,676 $ 19,998 F-9 LIBERTY ENERGY INC. Consolidated Statements of Cash Flows (cont.) For the Years Ended December 31, 2023, 2022, and 2021 (Dollars in thousands) 2023 2022 2021 Supplemental disclosure of cash flow information: Net cash paid (received) for income taxes $ 66,685 $ 10,744 $ ( 9,481 ) Cash paid for interest $ 26,651 $ 20,310 $ 13,268 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 99,165 $ 107,514 $ 57,475 Capital expenditures reclassified from prepaid and other current assets $ 50,313 $ 14,922 $ — Equity issued in exchange for assets and liabilities $ — $ — $ 91,089 See Notes to Consolidated Financial Statements. F-10 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Note 1— Organization and Basis of Presentation Organization Liberty Energy Inc., formerly known as Liberty Oilfield Services Inc. (the “Company”), was incorporated as a Delaware corporation on December 21, 2016, to become a holding corporation for Liberty Oilfield Services New HoldCo LLC (“Liberty LLC”) and its subsidiaries upon completion of a corporate reorganization (the “Corporate Reorganization”) and planned initial public offering of the Company (“IPO”). On April 19, 2022, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation for the purpose of changing the Company’s name from “Liberty Oilfield Services Inc.” to “Liberty Energy Inc.” and thereafter, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect the new name, effective April 25, 2022. Effective January 31, 2023, Liberty LLC was merged into the Company, with the Company surviving the merger (the “Merger”). In connection with the Merger, all outstanding shares of the Company’s Class B Common Stock, par value $ 0.01 per share (the “Class B Common Stock”), were redeemed and exchanged for an equal number of shares of the Company’s Class A Common Stock, par value $ 0.01 per share (the “Class A Common Stock”). The Company did not make any distributions or receive any proceeds in connection with this exchange. The Merger did not have a significant impact on the Company’s consolidated financial statements. The Company, together with its subsidiaries, is a leading integrated energy services and technology company focused on providing innovative hydraulic fracturing services and related technologies to onshore oil and natural gas exploration and production companies in North America. We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing, compressed natural gas delivery, data analytics, related goods (including our sand mine operations), and technologies that will facilitate lower emission completions, thereby helping our customers reduce their emissions profile. Basis of Presentation The accompanying consolidated financial statements were prepared using generally accepted accounting principles in the United States of America (“GAAP”) and the instructions to Form 10-K, Regulation S-X and the rules and regulations of the Securities and Exchange Commission. The accompanying consolidated financial statements and related notes present the consolidated financial position of the Company and equity of the Company as of and for the years ended December 31, 2023 and 2022, and the results of operations and cash flows of the Company for the years ended December 31, 2023, 2022, and 2021. The consolidated financial statements include the amounts of the Company and all majority owned subsidiaries where the Company has the ability to exercise control. All intercompany amounts have been eliminated in the presentation of the consolidated financial statements of the Company. The Company’s operations are organized into a single reportable segment, which consists of hydraulic fracturing and related goods and services. Note 2— Significant Accounting Policies Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with the Accounting Standard Codification (“ASC”) Topic 805 - Business Combinations, as amended by Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business, and ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Fair value of the acquired assets and liabilities is measured in accordance with the guidance of ASC 850, Fair Value Measurements, using discounted cash flows and other applicable valuation techniques. Any acquisition related costs incurred by the Company are expensed as incurred. Any excess purchase price over the fair value of the net identifiable assets acquired is recorded as goodwill if the definition of a F-11 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements business is met. Operating results of an acquired business are included in our results of operations from the date of acquisition. Refer to Note 3—Acquisitions. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The most significant estimates relate to the fair value of assets acquired and liabilities assumed, collectability of accounts receivable and estimates of allowance for doubtful accounts, the useful lives and salvage values of long-lived assets, future cash flows associated with long-lived assets, net realizable value of inventory, equity unit valuation, deferred taxes, and the tax receivable agreements value. These estimates may be adjusted as more current information becomes available. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it has banking relationships. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. Accounts Receivable In accordance with Accounting Standards Updates ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), the Company applies historic loss factors to its receivable portfolio segments that were not expected to be further impacted by current economic developments, and additional economic conditions factor to portfolio segments anticipated to experience greater losses in the current economic environment. Additionally, the Company continuously evaluates customers based on risk characteristics, such as historical losses and current economic conditions. Due to the cyclical nature of the oil and gas industry, the Company often evaluates its customers’ estimated losses on a case-by-case basis. During the year ended December 31, 2023 the Company recorded a provision for credit losses of $ 0.8 million, related to certain customers’ expected inability to pay. The Company did not record an additional provision for credit losses during the year ended December 31, 2022. During the year ended December 31, 2021, the Company recorded a provision for credit losses of $ 0.7 million, related to two customers’ inability to pay. Provisions for credit losses are included in general and administrative expenses in the accompanying consolidated statements of operations. Refer to “Credit Risk” within Note 9—Fair Value Measurements and Financial Instruments for additional disclosures required under ASU 2016-13. Inventories Inventories consist of raw materials used in the hydraulic fracturing process, such as proppants, chemicals, and field service equipment maintenance parts and other and are stated at the lower of cost, determined using the weighted average cost method, or net realizable value. Inventories are charged to cost of services as used when providing hydraulic fracturing services. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. Property and Equipment Property and equipment are stated at cost. Depreciation expense is recognized on property and equipment, excluding land, utilizing the straight-line method over the estimated useful lives, ranging from two to 30 years. The Company estimates salvage values that it does not depreciate. Construction in-progress, a component of property and equipment, represents long-lived assets not yet in service or being developed by the Company. These assets are not subject to depreciation until they are completed and ready for their intended use, at which point the Company reclassifies them to field services equipment or vehicles, as appropriate. The Company incurs maintenance costs on its major equipment. The determination of whether an expenditure should be capitalized or expensed requires management judgment in the application of how the costs incurred benefit future periods, relative to the Company’s capitalization policy. Costs that either establish or increase the efficiency, productivity, functionality or life of a fixed asset are capitalized and depreciated over the remaining useful life of the asset. F-12 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Impairment of long-lived assets Long-lived assets, such as property and equipment, right-of-use lease assets and intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Possible indicators of impairment may include events or changes in circumstances affecting the manner in which the assets are being used, historical and estimated future profitability measures, and other adverse events or changes that could affect the value of the assets. If a triggering event is identified, recoverability is assessed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows independent of the cash flows of other groups of assets. The Company determined the lowest level of identifiable cash flows to be at the asset group, which is the aggregate of the Company’s hydraulic fracturing fleets that are in service. A long-lived asset is not recoverable if its carrying amount exceeds the sum of estimated undiscounted cash flows expected to result from the use and eventual disposition. When alternative courses of action to recover the carrying amount of the asset group are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the asset is not recoverable, an impairment loss is recognized in an amount by which its carrying amount exceeds its estimated fair value, such that its carrying amount is adjusted to its estimated fair value, with an offsetting charge to impairment expense. The Company measures the fair value of its long-lived assets using the discounted cash flow method. The expected future cash flows used for impairment reviews and related fair value calculations are based on judgmental assessments of projected revenue growth, fleet count, utilization, gross margin rates, selling, general and administrative rates, working capital fluctuations, capital expenditures, discount rates and terminal growth rates. Goodwill Goodwill represents the excess of the acquisition purchase price over the estimated fair value of net tangible and intangible assets required. Goodwill is not amortized, but instead tested for impairment at least annually, June 30, or more frequently if events and circumstances indicate that the asset might be impaired. In testing goodwill for impairment, the Company performs a qualitative assessment to determine whether the existence of events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment determines that an impairment is more likely than not, then the Company performs the one-step quantitative impairment test by determining the fair value of the reporting unit. The fair value of the reporting unit is determined using either the income approach by utilizing estimated discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of a reporting unit exceeds the fair value, an impairment loss is recognized in the current period in an amount equal to the excess. For purposes of assessing goodwill, the Company has one reporting unit. No goodwill impairment was identified during the years ended December 31, 2023 and 2022. Leases In accordance with ASC Topic 842, the Company determines if an arrangement is a lease at inception and evaluates identified leases for operating or finance lease treatment. Operating or finance lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses the rate implicit in the lease, when available, or an estimated fully collateralized incremental borrowing rate corresponding with the lease term and the information available at the commencement date in determining the present value of lease payments. Lease terms may include options to renew, however, the Company typically cannot determine its intent to renew a lease with reasonable certainty at inception. Additionally, the Company is a lessor in several operating leases in which the lease equipment is carried at amortized cost. Depreciation expense is recorded on a straight-line basis over its useful life to the estimated residual value. The lessee may not purchase the leased equipment and must return such equipment by the lease’s scheduled maturity date. Income Taxes Deferred income taxes are computed using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the deferred tax asset or liability are expected to reverse. The Company classifies all deferred tax assets and liabilities as non-current. The Company records Global Intangible Low-Tax Income inclusion as a current period expense. The Company evaluates its deferred tax assets quarterly and considers both positive and negative evidence in applying the guidance of ASC 740 Income Taxes (“ASC 740”) related to the realizability of its deferred tax assets. On December 31, 2022, in accordance with ASC 740, the objective positive evidence of entering into a three-year cumulative pre-tax book income position, along with considering all available positive and negative evidence resulted in the release of the previously recorded F-13 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements valuation allowance against the Company’s U.S. net deferred tax assets. On December 31, 2023, the Company continues to not record a valuation allowance against the Company’s deferred tax assets. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. Previously recognized tax positions are reversed in the first period in which it is no longer more-likely-than-not that the tax position would be sustained upon examination. Income tax related interest and penalties, if applicable, are recorded as a component of the provision for income tax expense. Tax Receivable Agreements In connection with the IPO, on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with the R/C Energy IV Direct Partnership, L.P. and certain legacy owners that continued to own Liberty LLC Units (each such person and any permitted transferee, a “Tax Receivable Agreement Holder” and together, the “Tax Receivable Agreement Holders”). The TRAs generally provide for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result, as applicable to each Tax Receivable Agreement Holder, of (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such Tax Receivable Agreement Holder’s Liberty LLC Units in connection with the IPO or pursuant to the exercise of the right (the “Redemption Right”) or the Company’s right (the “Call Right”), (ii) any net operating losses available to the Company as a result of the Corporate Reorganization, 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 TRAs. With respect to obligations the Company expects to incur under the TRAs (except in cases where the Company elects to terminate the TRAs early, the TRAs are terminated early due to certain mergers, asset sales, or other changes of control or the Company has available cash but fails to make payments when due), generally the Company may elect to defer payments due under the TRAs if the Company does not have available cash to satisfy its payment obligations under the TRAs or if its contractual obligations limit its ability to make such payments. Any such deferred payments under the TRAs generally will accrue interest. In certain cases, payments under the TRAs may be accelerated and/or significantly exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRAs. The Company accounts for amounts payable under the TRAs in accordance with ASC Topic 450, Contingencies . If the Company experiences a change of control (as defined under the TRAs) or the TRAs otherwise terminate early, the Company’s obligations under the TRAs could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. Share Repurchases The Company accounts for the purchase price of repurchased Class A Common Stock in excess of par value ($ 0.01 per share of Class A Common Stock) as a reduction of additional paid-in capital, and will continue to do so until additional paid-in capital is reduced to zero. Thereafter, any excess purchase price will be recorded as an reduction to retained earnings. All Class A Common Stock shares repurchased to date have been retired upon repurchase. Revenue Recognition Under ASC Topic 606- Revenue from Contracts with Customers , revenue recognition is based on the transfer of control, or the customer’s ability to benefit from the services and products in an amount that reflects the consideration expected to be received in exchange for those services and products. In recognizing revenue for services and products, the transaction price is determined from sales orders or contracts with customers. Revenue is recognized at the completion of each fracturing stage, and in most cases the price at the end of each stage is fixed, however, in limited circumstances contracts may contain variable consideration. Variable consideration typically may relate to discounts, price concessions and incentives. The Company estimates variable consideration based on the amount of consideration we expect to receive. The Company accrues revenue on an ongoing basis to reflect updated information for variable consideration as performance obligations are met. The Company also assesses customers’ ability and intention to pay, which is based on a variety of factors including historical payment experience and financial condition. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 45 days. In connection with the adoption of ASC Topic 842, the Company determined that certain of its service revenue contracts contain a lease component. The Company elected to adopt a practical expedient available to lessors, which allows the Company F-14 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements to combine the lease and non-lease components and account for the combined component in accordance with the accounting treatment for the predominant component. Therefore, the Company combines the lease and service component for certain of the Company’s service contracts and continues to account for the combined component under ASC Topic 606, Revenue from Contracts with Customers. Transaction, Severance and Other Costs During 2023, the Company incurred transaction and integration related costs in connection with the Siren Acquisition (as defined below). Such costs include investment banking, legal, accounting and other professional services provided in connection with closing the transaction and are expensed as incurred . During 2022 and 2021, the Company incurred transaction and integration related costs in connection with the PropX Acquisition (as defined below). Such costs include investment banking, legal, accounting and other professional services provided in connection with closing the transaction and are expensed as incurred . Additionally, during 2021, the Company incurred transaction and integration related costs in connection with other prior period acquisitions. Foreign Currency Translation The Company records foreign currency translation adjustments from the process of translating the functional currency of the financial statements of its foreign subsidiary into the U.S. dollar reporting currency. The Canadian dollar is the functional currency of the Company’s foreign subsidiary as it is the primary currency within the economic environment in which the subsidiary operates. Assets and liabilities of the subsidiary’s operations are translated into U.S. dollars at the rate of exchange in effect on the balance sheet date and income and expenses are translated at the average exchange rate in effect during the reporting period. Adjustments resulting from the translation of the subsidiary’s financial statements are reported in other comprehensive income. Recently Adopted Accounting Standards Business Combinations: Accounting for Contract Assets and Contract Liabilities In October 2021, the Federal Accounting Standards Board (the “FASB”) issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that the acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company adopted this guidance effective December 15, 2022, and the adoption did not have a material impact on the accompanying consolidated financial statements. Recently Issued Accounting Standards Income Taxes: Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures , which requires disaggregation of certain components included in the Company’s effective tax rate and income taxes paid disclosures. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of this ASU on the Company’s financial statements but does not expect it will have a material impact. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to current period financial statement presentation. In the accompanying consolidated balance sheets $ 2.3 million was reclassified from accrued liabilities to income taxes payable and $ 3.9 million was reclassified from deferred revenue to accrued liabilities, additionally changes in deferred revenue were reclassified to changes in accounts payable and accrued liabilities in the accompanying consolidated statements of cash flows. In the accompanying consolidated statements of operations amounts were reclassified from interest income to interest expense, net. In the accompanying consolidated statement of cash flows amounts in the prior period financial statements have been reclassified from amortization of debt issuance costs, inventory write-down, non-cash lease expense, provision for credit-losses, and other non-cash expense, net to other non-cash items, net. F-15 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Note 3— Acquisitions Siren Acquisition On April 6, 2023, the Company completed the acquisition of a Permian focused integrated natural gas compression and compressed natural gas delivery business, Siren Energy & Logistics, LLC, for cash consideration of $ 75.7 million, after post closing adjustments and net of cash received, (the “Siren Acquisition”). The Siren Acquisition was accounted for under the acquisition method of accounting for business combinations. Accordingly, the Company conducted assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred. In connection with the Siren Acquisition, the Company recorded goodwill of $ 42.0 million, property and equipment of $ 34.9 million, net working capital of $ 2.5 million, deferred revenue of $ 5.2 million, and other assets of $ 1.8 million. Goodwill is recorded in other assets in the accompanying consolidated balance sheets. Due to the immateriality of the Siren Acquisition, the related revenue and earnings, supplemental pro forma financial information, and detailed purchase price allocation are not disclosed. In accordance with ASC Topic 805, an acquirer is allowed a period, referred to as the measurement period, in which to complete its accounting for the transaction. Such measurement period ends at the earliest date that the acquirer a) receives the information necessary or b) determines that it cannot obtain further information, and such period may not exceed one year. As the Siren Acquisition closed on April 6, 2023, the Company completed the purchase price allocation during the year ended December 31, 2023. PropX Acquisition On October 26, 2021, the Company entered into the certain Unit Purchase Agreement (the “Transaction Agreement”) with Proppant Express Investments, LLC to acquire the assets and liabilities of Proppant Express Solutions, LLC (“PropX”), which provides last-mile proppant delivery solutions, including proppant handling equipment and logistics software across North America (the “PropX Acquisition”). PropX was acquired in exchange for $ 11.9 million in cash and 3,405,526 shares of the Company’s Class A Common Stock and 2,441,010 shares of the Company’s Class B Common Stock, for total consideration of $ 103.0 million based on the October 26, 2021 closing price of Class A Common Stock of $ 15.58 . In connection with the issuance of 2,441,010 shares of Class B Common Stock, Liberty LLC also issued 2,441,010 Liberty LLC Units to the Company. The Liberty LLC Units are redeemable for an equivalent number of shares of Class A Common Stock at any time, at the election of the shareholder. The Company accounted for the PropX Acquisition using the acquisition method of accounting. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair value at the date of the acquisition. The estimated fair values of certain assets and liabilities require significant judgments and estimates. The majority of the measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs. In accordance with ASC Topic 805, an acquirer is allowed a period, referred to as the measurement period, in which to complete its accounting for the transaction. Such measurement period ends at the earliest date that the acquirer a) receives the information necessary or b) determines that it cannot obtain further information, and such period may not exceed one year. As the PropX Acquisition closed on October 26, 2021 the Company completed the purchase price allocation, particularly as it relates to current assets and current liabilities, during the year ended December 31, 2022. The following table summarizes the fair value of the consideration transferred in the PropX Acquisition and the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed as of October 26, 2021, the date of the closing of the PropX Acquisition: F-16 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements ($ in thousands) Total Purchase Consideration: Consideration $ 103,023 Cash and cash equivalents $ 53 Accounts receivable and unbilled revenue 4,089 Inventory 8 Prepaid and other current assets 1,722 Property and equipment (1) 94,137 Intangible assets (included in other assets in the accompanying consolidated balance sheet as of December 31, 2021) (2) 7,100 Total identifiable assets acquired 107,109 Accounts payable 2,152 Accrued liabilities 1,934 Total liabilities assumed 4,086 Total purchase consideration $ 103,023 (1) Useful lives average of 10 years, see Note 5—Property and Equipment (2) Definite lived intangibles with an amortization period ranging from seven to 10 years Transaction costs, costs associated with issuing additional equity and integration costs were recognized separately from the acquisition of assets and assumptions of liabilities in the PropX Acquisition. Transaction costs consist of legal and professional fees. Integration costs consist of expenses incurred to integrate PropX’s operations, aligning accounting processes and procedures, and integrating its enterprise resource planning system with those of the Company. Merger and integration costs are expensed as incurred, and equity offering costs were recorded as a reduction to additional paid in capital. The Company’s consolidated statements of operations for the year ended December 31, 2021 includes 66 days of PropX operations as the PropX Acquisition closed on October 26, 2021. The Company does not present pro forma financial information for the periods prior to the PropX Acquisition as such information, after elimination of PropX’s historical transactions with the Company, is not materially different than the results presented in the accompanying Consolidated Statements of Operations for year ended December 31, 2021. Note 4— Inventories Inventories consist of the following: December 31, ($ in thousands) 2023 2022 Proppants $ 17,124 $ 31,350 Chemicals 16,896 32,392 Maintenance parts and other 171,845 150,712 $ 205,865 $ 214,454 During the year ended December 31, 2023, the lower of cost or net realizable value analysis resulted in the Company recording a write-down to the inventory carrying value of $ 5.8 million. During the year ended December 31, 2022, the lower of cost or net realizable value analysis resulted in the Company recording a write-down to the inventory carrying value of $ 1.7 million. Both are included as a component in cost of services in the consolidated statements of operations. The Company did not record any write-down to the inventory carrying value during the year ended December 31, 2021. F-17 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Note 5— Property and Equipment Property and equipment consist of the following: Estimated useful lives (in years) December 31, 2023 2022 ($ in thousands) Land N/A $ 29,384 $ 29,276 Field services equipment 2 - 10 2,520,336 1,925,848 Vehicles 4 - 7 63,423 62,683 Lease equipment 10 138,781 106,087 Buildings and facilities 5 - 30 149,876 135,281 Mineral reserves > 25 76,823 76,823 Office equipment and furniture 2 - 7 11,836 9,504 2,990,459 2,345,502 Less accumulated depreciation and depletion ( 1,501,685 ) ( 1,141,656 ) 1,488,774 1,203,846 Construction in-progress N/A 156,594 158,518 Property and equipment, net $ 1,645,368 $ 1,362,364 Depreciation expense for the years ended December 31, 2023, 2022, and 2021 was $ 387.8 million, $ 302.3 million, and $ 243.0 million, respectively. Depletion expense for the years ended December 31, 2023, 2022, and 2021 was $ 1.1 million, $ 1.2 million, and $ 1.2 million, respectively. As of December 31, 2023 and December 31, 2022, the Company concluded that no triggering events that could indicate possible impairment of property and equipment had occurred, other than related to the assets held for sale discussed below. As of December 31, 2023, the Company classified $ 0.7 million of land and $ 0.8 million of buildings, net of accumulated depreciation, of one property that it intends to sell within the next year, and that meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying consolidated balance sheet. The Company estimates that the carrying value of the assets is equal to the fair value less the estimated costs to sell, net of write-downs taken in the prior period, and therefore no gain or loss was recorded during the year ended December 31, 2023. Additionally, as of December 31, 2022, the Company classified $ 1.1 million of land and $ 6.2 million of buildings, net of accumulated depreciation, of two properties that it intends to sell within the next year, and that meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying consolidated balance sheet. The Company estimates that the carrying value of the assets were greater than the fair value less the estimated costs to sell, and therefore recorded a $ 1.0 million loss during the year ended December 31, 2022, included as a component of gain on disposal of assets, net in the accompanying consolidated statements of operations. One of the properties classified as held for sale as of December 31, 2022, was sold during the year ended December 31, 2023, resulting in a nominal loss included as a component of (gain) loss on disposal of assets, net in the accompanying consolidated statements of income. Note 6— Leases Lessee Arrangements The Company has operating and finance leases primarily for vehicles, equipment, railcars, office space, and facilities. The terms and conditions for these leases vary by the type of underlying asset. Certain leases include variable lease payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of lease assets and liabilities, and are recognized in the period in which the obligation for those payments is incurred. F-18 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements The components of lease expense for the years ended as of December 31, 2023, and 2022 were as follows: ($ in thousands) 2023 2022 Finance lease cost: Amortization of right-of-use assets $ 19,040 $ 5,827 Interest on lease liabilities 6,060 1,707 Operating lease cost 40,275 43,214 Variable lease cost 5,116 4,801 Short-term lease cost 7,717 6,931 Total lease cost, net $ 78,208 $ 62,480 Supplemental cash flow and other information related to leases for the years ended December 31, 2023 and 2022 were as follows: ($ in thousands) 2023 2022 Cash paid for amounts included in measurement of liabilities: Operating leases $ 41,143 $ 42,108 Finance leases 23,463 10,889 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases 31,449 25,862 Finance leases 160,546 25,888 During the year ended December 31, 2023, the Company did not amend any operating leases. During the year ended December 31, 2022, the Company amended certain operating leases, the change in terms of which caused the leases to be reclassified to finance leases. In connection with the amendments, the Company recognized finance lease right-of-use assets of $ 3.5 million and liabilities of $ 3.5 million. Additionally, the Company wrote-off operating lease right-of-use assets of $ 0.2 million and liabilities of $ 0.1 million. There was no gain or loss recognized as a result of these amendments. Lease terms and discount rates as of December 31, 2023 and 2022 were as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term: Operating leases 4.3 years 4.8 years Finance leases 3.3 years 3.1 years Weighted-average discount rate: Operating leases 6.0 % 4.6 % Finance leases 8.0 % 8.2 % Future minimum lease commitments as of December 31, 2023 are as follows: ($ in thousands) Finance Operating 2024 $ 51,059 $ 31,490 2025 51,103 29,520 2026 53,139 18,718 2027 27,545 8,677 2028 19,816 2,485 Thereafter — 12,569 Total lease payments 202,662 103,459 Less imputed interest 29,141 11,671 Total $ 173,521 $ 91,788 The Company’s vehicle leases typically include a residual value guarantee. For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of December 31, 2023 is $ 14.6 million; the payment is not probable and F-19 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements therefore has not been included in the measurement of the lease liability and right-of-use asset. For vehicle leases that are classified as finance leases, the Company includes the residual value guarantee, estimated in the lease agreement, in the financing lease liability. Lessor Arrangements The Company leases dry and wet sand containers and conveyor belts to customers through operating leases, where the lessor for tax purposes is considered to be the owner of the equipment during the term of the lease. The lease agreements do not include options for the lessee to purchase the underlying asset at the end of the lease term for either a stated fixed price or fair market value. However, some of the leases contain a termination clause in which the customer can cancel the contract. The leases can be subject to variable lease payments if the customer requests more units than what is agreed upon in the lease. The Company does not record any lease assets or liabilities related to these variable items. The carrying amount of equipment leased to others, included in property, plant and equipment, under operating leases as of December 31, 2023 and 2022 were as follows: ($ in thousands) December 31, 2023 December 31, 2022 Equipment leased to others - at original cost $ 138,781 $ 106,087 Less: Accumulated depreciation ( 25,819 ) ( 11,408 ) Equipment leased to others - net $ 112,962 $ 94,679 Future payments receivable for operating leases as of December 31, 2023 are as follows: ($ in thousands) 2024 $ 9,893 2025 5,412 2026 1,919 2027 — 2028 — Thereafter — Total $ 17,224 Revenues from operating leases for the years ended December 31, 2023 and 2022 were $ 36.6 million and $ 25.5 million, respectively. Note 7— Accrued Liabilities Accrued liabilities consist of the following: ($ in thousands) December 31, 2023 December 31, 2022 Accrued vendor invoices $ 99,620 $ 119,801 Operations accruals 61,150 72,348 Accrued benefits and other 100,296 88,529 $ 261,066 $ 280,678 F-20 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Note 8— Debt Debt consists of the following: December 31, 2023 2022 Term Loan Outstanding $ — $ 104,716 Revolving Line of Credit 140,000 115,000 Deferred financing costs and original issue discount — ( 1,270 ) Total debt, net of deferred financing costs and original issue discount $ 140,000 $ 218,446 Current portion of long-term debt, net of discount $ — $ 1,020 Long-term debt, net of discount and current portion 140,000 217,426 $ 140,000 $ 218,446 On September 19, 2017, the Company entered into two credit agreements, (i) a revolving line of credit up to $ 250.0 million, subsequently increased to $ 525.0 million, see below, (the “ABL Facility”) and (ii) a $ 175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”). Effective January 23, 2023, the Company entered into an Eighth Amendment to the ABL Facility (the “Eighth ABL Amendment”). The Eighth ABL Amendment amends certain terms, provisions and covenants of the ABL Facility, including, among other things: (i) increasing the maximum revolver amount from $ 425.0 million to $ 525.0 million (the “Upsized Revolver”); (ii) increasing the amount of the accordion feature from $ 75.0 million to $ 100.0 million; (iii) extending the maturity date from October 22, 2026 to January 23, 2028; (iv) modifying the dollar amounts of various credit facility triggers and tests proportionally to the Upsized Revolver; (v) permitting repayment under the Term Loan Facility prior to February 10, 2023; and (vi) increasing certain indebtedness, intercompany advance, and investment baskets. The Eighth ABL Amendment included an agreement from the Wells Fargo Bank, National Association, as administrative agent, to release its second priority liens and security interests on all collateral that served as first priority collateral under the Term Loan Facility, which was completed during the three months ended June 30, 2023. Additionally, on January 23, 2023, the Company borrowed $ 106.7 million on the ABL Facility and used the proceeds to pay off and terminate the Term Loan Facility. The amount paid included the balance of the Term Loan Facility at pay off of $ 104.7 million, $ 0.9 million of accrued interest, and a $ 1.1 million prepayment premium. Additionally, there were $ 0.2 million in administrative and lender legal fees incurred in connection with the pay off. The weighted average interest rate on all borrowings outstanding as of December 31, 2023 and December 31, 2022 was 7.6 % and 9.0 %, respectively. Term Loan Facility The Term Loan Facility provided for a $ 175.0 million term loan. In connection with the Eighth ABL Amendment and payoff of the Term Loan Facility, on January 23, 2023, the Company terminated the Term Loan Facility. See above for further discussion. ABL Facility Under the terms of the ABL Facility, up to $ 525.0 million may be borrowed, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory. As of December 31, 2023, the borrowing base was calculated to be $ 420.3 million, and the Company had $ 140.0 million outstanding in addition to letters of credit in the amount of $ 2.6 million, with $ 277.7 million of remaining availability. Borrowings under the ABL Facility bear interest at Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable SOFR margin of 1.5 % to 2.0 % or base rate margin of 0.5 % to 1.0 %, as described in the ABL Facility credit agreement (the “ABL Facility credit agreement”). Additionally, borrowings as of December 31, 2023 incurred interest at a weighted average rate of 7.6 %. The average monthly unused commitment is subject to an unused commitment fee of 0.25 % to 0.375 %. Interest and fees are payable in arrears at the end of each month, or, in the case of SOFR loans, at the end of each interest period. The ABL Facility matures on January 23, 2028. Borrowings under the ABL Facility are collateralized by accounts receivable and inventory, and further secured by the Company, as parent guarantor. The ABL Facility includes certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions. Moreover, the ability of the Company to incur additional debt and to make distributions is dependent on maintaining a maximum leverage ratio. The ABL Facility is not subject to financial covenants unless liquidity, as defined in the ABL Facility credit agreement, drops below a specific level. The Company is required to maintain a minimum fixed charge coverage ratio, as defined in the F-21 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements ABL Facility credit agreement, of 1.0 to 1.0 for each period if excess availability is less than 10 % of the borrowing base or $ 52.5 million, whichever is greater. The Company was in compliance with these covenants as of December 31, 2023. Maturities of debt are as follows: ($ in thousands) Years Ending December 31, 2024 $ — 2025 — 2026 — 2027 — 2028 140,000 $ 140,000 Note 9— Fair Value Measurements and Financial Instruments The fair values of the Company’s assets and liabilities represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction on the reporting date. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability on the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. The Company discloses the fair values of its assets and liabilities according to the quality of valuation inputs under the following hierarchy: • Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities. • Level 2 Inputs: Inputs other than quoted prices that are directly or indirectly observable. • Level 3 Inputs: Unobservable inputs that are significant to the fair value of assets or liabilities. The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborating market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborating market data is no longer available. Transfers occur at the end of the reporting period. There were no transfers into or out of Levels 1, 2, and 3 during the years ended December 31, 2023 and 2022. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, long-term debt, and finance and operating lease obligations. These financial instruments do not require disclosure by level. The carrying values of all of the Company’s financial instruments included in the accompanying consolidated balance sheets approximated or equaled their fair values on December 31, 2023 and 2022. • The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on December 31, 2023 and 2022, due to their short-term nature. • The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on December 31, 2023 and 2022, as the effective interest rates approximated market rates. • The carrying values of amounts outstanding under finance and operating lease obligations approximated fair value on December 31, 2023 and 2022, as the effective borrowing rates approximated market rates. Nonrecurring Measurements Certain assets and liabilities are measured at fair value on a nonrecurring basis. These items are not measured at fair value on an ongoing basis but may be subject to fair value adjustments in certain circumstances. These assets and liabilities include those acquired through the Siren Acquisition and PropX Acquisition, which are required to be measured at fair value on the acquisition date in accordance with ASC Topic 805 . See Note 3—Acquisitions. As of December 31, 2023, the Company recorded $ 0.7 million of land and $ 0.8 million of buildings of one property that met the held for sale criteria, to assets held for sale at a total fair value of $ 0.8 million, which are included in prepaid and other current assets in the accompanying consolidated balance sheets. The Company estimated the fair value of the property based on a communicated selling price for one property, which is a Level 3 input. The Company estimates that the carrying value of the assets is equal to the fair value less the estimated costs to sell, net of write-downs taken in the prior period, and therefore no gain or loss was recorded during the year ended December 31, 2023. F-22 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements As of December 31, 2022, the Company recorded $ 1.1 million of land and $ 6.2 million of buildings of two properties that met the held for sale criteria, to assets held for sale at a total fair value of $ 6.3 million, which are included in prepaid and other current assets in the accompanying consolidated balance sheets. The Company estimated that the carrying value of the assets were greater than the fair value less the estimated costs to sell, and therefore recorded a $ 1.0 million loss during the year ended December 31, 2022, included as a component of gain on disposal of assets, net in the accompanying consolidated statements of operations. Other assets measured at fair value on a nonrecurring basis consist of notes receivable—related party from the Affiliate, as defined and described in Note 14—Related Party Transactions. The note was initially recorded for the trade receivables, created in the normal course of business, due from the Affiliate as of the Agreement Date, as defined in Note 14—Related Party Transactions. There were no identified events or changes in circumstances that had a significant adverse effect on the fair value of the notes receivable. These notes are classified as Level 3 in the fair value hierarchy as the inputs to the determination of fair value are based upon unobservable inputs. As of December 31, 2023 and 2022, notes receivable—related party from the Affiliate totaled $ 14.8 million and $ 11.8 million, respectively. Recurring Measurements The fair values of the Company’s cash equivalents measured on a recurring basis pursuant to ASC 820-10 Fair Value Measurements and Disclosures are carried at estimated fair value. Cash equivalents consist of money market accounts which the Company has classified as Level 1 given the active market for these accounts. As of December 31, 2023 and 2022, the Company had cash equivalents, measured at fair value, of $ 0.3 million and $ 0.3 million, respectively. Nonfinancial assets The Company estimates fair value to perform impairment tests as required on long-lived assets. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and would generally be classified within Level 3 in the event that such assets were required to be measured and recorded at fair value within the consolidated financial statements. No such measurements were required as of December 31, 2023 and 2022 as no triggering event was identified. Credit Risk The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables. The Company’s cash and cash equivalents balance on deposit with financial institutions total $ 36.8 million and $ 43.7 million as of December 31, 2023 and 2022, respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these institutions’ financial condition. The majority of the Company’s customers have payment terms of 45 days or less. During the year ended December 31, 2023, no customers accounted for 10% of total consolidated accounts receivable and unbilled revenue. As of December 31, 2022, customer A accounted for 11.0 %, of total consolidated accounts receivable and unbilled revenue. During the years ended December 31, 2023, 2022, and 2021, no customers accounted for 10% of consolidated revenues. The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers. As of December 31, 2023, the Company had $ 0.9 million in allowance for credit losses and recorded a provision related to certain customers’ expected inability to pay. As of December 31, 2022, the Company had $ 0.9 million in allowance for credit losses. As of December 31, 2021, the Company had $ 0.9 million in allowance for credit losses and recorded a provision related to two entities inability to pay. The Company applies historic loss factors to its receivable portfolio segments that are not expected to be further impacted by current economic developments, and an additional economic conditions factor to portfolio segments anticipated to experience greater losses in the current economic environment. While the Company has not experienced significant credit losses in the past and has not seen material changes to the payment patterns of its customers, the Company cannot predict with any certainty the degree to which unforeseen events may affect the ability of its customers to timely pay receivables when due. F-23 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Accordingly, in future periods, the Company may revise its estimates of expected credit losses. ($ in thousands) 2023 2022 2021 Allowance for credit losses, beginning of year $ 884 $ 884 $ 773 Credit losses: Current period provision 808 — 745 Amounts written off, net of recoveries ( 753 ) — ( 634 ) Allowance for credit losses, end of year $ 939 $ 884 $ 884 Note 10— Equity Preferred Stock As of December 31, 2023 and 2022, the Company had 10,000 shares of preferred stock authorized, par value $ 0.01 , with none issued and outstanding. If issued, each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Company’s board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of shareholders. Class A Common Stock The Company had a total of 166,610,199 and 178,753,125 shares of Class A Common Stock outstanding as of December 31, 2023 and 2022, respectively, none of which were restricted. Holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company’s board of directors. Class B Common Stock The Company had a total of 0 and 250,222 shares of Class B Common Stock outstanding as of December 31, 2023 and 2022, respectively. Effective January 31, 2023, in connection with the Merger, all outstanding shares of the Class B Common Stock were redeemed and exchanged, with no shares remaining outstanding as of December 31, 2023. Long Term Incentive Plan On January 11, 2018, the Company adopted the Long Term Incentive Plan (“LTIP”) to incentivize employees, officers, directors and other service providers of the Company and its affiliates. The LTIP provides for the grant, from time to time, at the discretion of the Company’s board of directors or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards. Subject to adjustment in the event of certain transaction or changes of capitalization in accordance with the LTIP, 12,908,734 shares of Class A Common Stock were initially reserved for issuance pursuant to awards under the LTIP. Class A Common Stock subject to an award that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP. Restricted Stock Units Restricted stock units (“RSUs”) granted pursuant to the LTIP, if they vest, will be settled in shares of the Company’s Class A Common Stock. RSUs were granted with vesting terms up to three years . Changes in non-vested RSUs outstanding under the LTIP during the year ended December 31, 2023 were as follows: Number of Units Weighted Average Grant Date Fair Value per Unit Non-vested as of December 31, 2022 2,985,727 $ 12.15 Granted 1,599,151 14.93 Vested ( 1,466,822 ) 11.56 Forfeited ( 132,838 ) 12.84 Outstanding at December 31, 2023 2,985,218 $ 13.90 F-24 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Performance Restricted Stock Units Performance restricted stock units (“PSUs”) granted pursuant to the LTIP, if they vest, will be settled in shares of the Company’s Class A Common Stock. PSUs were granted with a three -year cliff vesting schedule, subject to a performance target compared to an index of competitors ’ results over the three -year period as designated in the award. The Company records compensation expense based on the Company’s best estimate of the number of PSUs that will vest at the end of the performance period. If such performance targets are not met, or are not expected to be met, no compensation expense is recognized and any recognized compensation expense is reversed. Changes in non-vested PSUs outstanding under the LTIP during the year ended December 31, 2023 were as follows: Number of Units Weighted Average Grant Date Fair Value per Unit Non-vested as of December 31, 2022 1,390,588 $ 11.87 Granted 341,928 15.64 Vested ( 392,948 ) 9.62 Forfeited — — Outstanding at December 31, 2023 1,339,568 $ 13.49 Stock-based compensation is included in cost of services and general and administrative expenses in the Company’s consolidated statements of operations. The Company recognized stock-based compensation expense of $ 33.0 million, $ 23.1 million, and $ 19.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. There was approximately $ 33.9 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of December 31, 2023. The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of two years . Dividends On October 18, 2022, the Company’s Board of Directors (the “Board”) reinstated quarterly dividends after they were suspended on April 2, 2020. The Company paid cash dividends of $ 0.05 per share of Class A Common Stock on March 20, 2023, June 20, 2023, and September 20, 2023 to stockholders of record as of March 6, 2023, June 6, 2023, and September 6, 2023, respectively. Additionally, the Company paid cash dividends of $ 0.07 per share of Class A Common Stock on December 20, 2023 to stockholders of record as of December 6, 2023. During the year ended December 31, 2023, dividend payments totaled $ 37.5 million. The Company paid cash dividends of $ 0.05 per share of Class A Common Stock on December 20, 2022 to stockholders of record as of December 6, 2022. Liberty LLC paid a distribution of $ 9.0 million, or $ 0.05 per Liberty LLC Unit, to all Liberty LLC unit holders as of December 6, 2022, $ 9.0 million of which was paid to the Company. The Company used the proceeds of the distribution to pay the dividend to all holders of shares of Class A Common Stock as of December 6, 2022, which totaled $ 9.0 million. Additionally, the Company paid an accrued dividend equivalent upon vesting for the RSUs and PSUs with a 2023 vesting date, which totaled $ 0.2 million for the year ended December 31, 2023. As of December 31, 2023 and 2022, the Company had $ 1.0 million and $ 0.2 million of dividend equivalents payable related to RSUs and PSUs to be paid upon vesting, respectively. Dividend equivalents related to forfeited RSUs or PSUs will be forfeited. F-25 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Share Repurchase Program On July 25, 2022, the Company’s board of directors authorized and the Company announced a share repurchase program that allowed the Company to repurchase up to $ 250.0 million of the Company’s Class A Common Stock beginning immediately and continuing through and including July 31, 2024. On January 24, 2023, the Board authorized and the Company announced an increase to the share repurchase program that increased the Company’s cumulative repurchase authorization to $ 500.0 million. Furthermore, on January 23, 2024 the Board authorized and the Company announced an increase to the share repurchase program that increased the Company’s cumulative repurchase authorization to $ 750.0 million and extended the authorization through July 31, 2026. The shares may be repurchased from time to time in open market or privately negotiated transactions or by other means in accordance with applicable state and federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s Class A Common Stock, the market price of the Company’s Class A Common Stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations. The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund any repurchases by using cash on hand, borrowings under its revolving credit facility and expected free cash flow to be generated through the duration of the share repurchase program. During the year ended December 31, 2023, the Company repurchased and retired 13,705,622 shares of Class A Common Stock for $ 203.1 million or $ 14.82 average price per share including commissions, under the share repurchase program. As of December 31, 2023, $ 171.9 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program. During the year ended December 31, 2022, the Company repurchased and retired 8,185,890 shares of Class A Common Stock for $ 125.3 million or $ 15.31 average price per share including commissions, under the share repurchase program. During the year ended December 31, 2021, under the prior share repurchase program, no shares were repurchased and retired under the share repurchase program. The Company accounts for the purchase price of repurchased common shares in excess of par value ($ 0.01 per share of Class A Common Stock) as a reduction of additional paid-in capital, and will continue to do so until additional paid-in capital is reduced to zero. Thereafter, any excess purchase price will be recorded as a reduction to retained earnings. As enacted by the Inflation Reduction Act of 2022 (“IRA”), the Company accrued stock repurchase excise tax of $ 1.9 million for the year ended December 31, 2023. Note 11— Net Income per Share Basic net income per share measures the performance of an entity over the reporting period. Diluted net income 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 its Class B Common Stock and the treasury stock method to determine the potential dilutive effect of outstanding RSUs and PSUs. F-26 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements The following table reflects the allocation of net income to common stockholders and net income per share computations for the periods indicated based on a weighted average number of shares of Class A Common Stock and Class B Common Stock outstanding: (In thousands, except per share data) Year Ended December 31, 2023 Year Ended December 31, 2022 Basic Net Income Per Share Numerator: Net income attributable to Liberty Energy Inc. stockholders $ 556,317 $ 399,602 Denominator: Basic weighted average common shares outstanding 171,845 184,334 Basic net income per share attributable to Liberty Energy Inc. stockholders $ 3.24 $ 2.17 Diluted Net Income Per Share Numerator: Net income attributable to Liberty Energy Inc. stockholders $ 556,317 $ 399,602 Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock 73 716 Diluted net income attributable to Liberty Energy Inc. stockholders $ 556,390 $ 400,318 Denominator: Basic weighted average shares outstanding 171,845 184,334 Effect of dilutive securities: Restricted stock units 4,494 4,262 Class B Common Stock 21 753 Diluted weighted average shares outstanding 176,360 189,349 Diluted net income per share attributable to Liberty Energy Inc. stockholders $ 3.15 $ 2.11 Note 12— Income Taxes The Company is a corporation and is subject to taxation in the United States, Canada and various state, local and provincial jurisdictions. Historically, Liberty LLC was treated as a partnership, and its income was passed through to its owners for income tax purposes. Liberty LLC’s members, including the Company, were liable for federal, state and local income taxes based on their share of Liberty LLC’s pass-through taxable income. Effective January 31, 2023, the Company adopted a plan of merger, pursuant to which Liberty LLC merged into the Company, ceasing the existence of Liberty LLC, with the Company remaining as the surviving entity. Liberty LLC filed a final tax return during the 2023 calendar year. As of December 31, 2023, tax reporting by the Company for the years ended December 31, 2020, 2021, 2022, and the short period ended January 31, 2023 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2023, the Company is no longer subject to U.S. federal, state or local examinations by tax authorities for tax years ended before December 31, 2019. F-27 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements The components of the Company’s income (loss) from continuing operations before income taxes on which the provision for income taxes was computed consisted of the following: Year Ended December 31, ($ in thousands) 2023 2022 2021 United States $ 668,338 $ 375,758 $ ( 191,774 ) Foreign 66,552 23,751 13,986 Total $ 734,890 $ 399,509 $ ( 177,788 ) The components of the provision for incomes taxes from continuing operations are summarized as follows: Year Ended December 31, ($ in thousands) 2023 2022 2021 Current: Federal $ 36,319 $ 4,679 $ — State 4,662 2,579 29 Foreign 17,189 4,421 4,108 Total Current $ 58,170 $ 11,679 $ 4,137 Deferred: Federal $ 109,399 $ ( 12,967 ) $ 6,125 State 11,913 ( 1,182 ) ( 439 ) Foreign ( 1,000 ) 1,677 ( 607 ) Total Deferred $ 120,312 $ ( 12,472 ) $ 5,079 Income tax expense (benefit) $ 178,482 $ ( 793 ) $ 9,216 Income tax expense (benefit) attributable to net income (loss) before income taxes differed from the amounts computed by applying the statutory U.S. federal income tax rate of 21.0% to pre-tax income as a result of the following: Year Ended December 31, ($ in thousands) 2023 2022 2021 Computed tax expense (benefit) at the statutory rate $ 154,327 $ 83,897 $ ( 37,336 ) Increase (decrease) in tax expense resulting from: State and local income tax expense (benefit), net 15,745 10,224 ( 5,204 ) Non-controlling interest ( 19 ) ( 151 ) 1,565 Effect of foreign tax rates 1,818 697 478 Stock-based compensation ( 239 ) ( 2,724 ) ( 535 ) Change in valuation allowance — ( 91,336 ) 50,111 Other TRA adjustment ( 248 ) ( 2,763 ) — Nondeductible executive compensation 6,514 — — U.S. impact of foreign earnings — 315 — Other, net 584 1,048 137 Total income tax expense (benefit) $ 178,482 $ ( 793 ) $ 9,216 The effective tax rate for the years ended December 31, 2023, 2022, and 2021 was 24.3 %, ( 0.2 )%, and ( 5.2 )%, respectively. The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to the Company’s Canadian operations, state income taxes in the states the Company operates, as well as nondeductible executive compensation. F-28 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: ($ in thousands) December 31, 2023 December 31, 2022 Deferred tax assets: Federal net operating losses $ — $ 25,570 State net operating losses 1,286 5,762 Realized tax benefit - TRAs 87,260 99,153 Intangibles 22,825 576 Lease liabilities 51,504 — Property and equipment — 4,638 Stock-based compensation 4,279 — Inventory 3,361 — Other 5,133 450 Total deferred tax assets 175,648 136,149 Less valuation allowance — — Net deferred tax assets 175,648 136,149 Deferred tax liabilities: Investment in Liberty LLC $ — $ ( 121,861 ) Property and equipment ( 221,337 ) — Lease assets ( 55,801 ) — Other ( 850 ) ( 2,740 ) Total deferred tax liabilities ( 277,988 ) ( 124,601 ) Net deferred tax (liability) asset $ ( 102,340 ) $ 11,548 During the year ended December 31, 2023, the Company adopted a plan of merger, pursuant to which Liberty LLC merged into the Company, ceasing the existence of Liberty LLC with the Company remaining as the surviving entity. As a result of this change, the Company no longer has a deferred tax liability for the difference between the book value and the tax value of the Company’s investment in Liberty LLC and the associated net deferred tax liability balances have been allocated to the deferred tax asset and liability line items above. Significant deferred tax assets include the step up in basis of depreciable assets under Section 754 (“Section 754”) of the Internal Revenue Code of 1986, as amended and deferred tax liabilities related to property and equipment. As of December 31, 2023, the Company has utilized all U.S. federal net operating loss carryforwards and has $ 1.3 million state net operating loss carryforwards that will not expire in the foreseeable future. The Company may distribute cash from foreign subsidiaries to its U.S. parent as business needs arise. The Company has not provided for deferred income taxes on the undistributed earnings from certain foreign subsidiaries earnings as such earnings are considered to be indefinitely reinvested. If such earnings were to be distributed, any income and/or withholding tax would not be significant. Uncertain Tax Positions The Company records uncertain tax positions on the basis of a two-step process in which (1) the Company determines whether it is more likely than not the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions meeting the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company determined that no liability for unrecognized tax benefits for uncertain tax positions was required at December 31, 2023. In addition, the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months. If the Company were to record an unrecognized tax benefit, the Company will recognize applicable interest and penalties related to income tax matters in income tax expense. F-29 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Tax Receivable Agreements The term of each TRA commenced on January 17, 2018, and will continue until all such tax benefits that are subject to such TRA have been utilized or expired, unless the Company experiences a change of control (as defined in the TRAs, which includes certain mergers, asset sales and other forms of business combinations) or the TRAs are terminated early (at the Company’s election or as a result of its breach), and the Company makes the termination payments specified in such TRA. The amounts payable, as well as the timing of any payments, under the TRAs are dependent upon significant future events and assumptions, including the timing of the redemptions of Liberty LLC Units, the price of our Class A Common Stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder’s tax basis in its Liberty LLC Units at the time of the relevant redemption, the characterization of the tax basis step-up, the depreciation and amortization periods that apply to the increase in tax basis, the amount of net operating losses available to the Company as a result of the Corporate Reorganization, the amount and timing of taxable income the Company generates in the future, the U.S. federal income tax rate then applicable, and the portion of the Company’s payments under the TRAs that constitute imputed interest or give rise to depreciable or amortizable tax basis. At December 31, 2023, the Company’s liability under the TRAs was $ 117.7 million of which $ 5.2 million is recorded as a current liability and $ 112.5 million is recorded as a component of long-term liabilities. The Company recorded a gain on remeasurement of the liabilities subject to the TRA of $ 1.8 million recorded as part of continuing operations in the current year. At December 31, 2022, the Company’s liability under the TRAs was $ 118.9 million, all of which was recorded as a component of long-term liabilities, and the related deferred tax assets totaled $ 99.9 million. Upon the release of the valuation allowance, the Company recorded a loss on remeasurement of the liabilities subject to the TRA of $ 76.2 million recorded as part of continuing operations in the prior year. During the year ended December 31, 2023, exchanges of Liberty LLC Units and shares of Class B Common Stock resulted in an increase of $ 0.6 million in amounts payable under the TRAs, and a net increase of $ 0.7 million in deferred tax assets, all of which were recorded through equity. The Company did not make any TRA payments during the year ended December 31, 2023. On January 31, 2023, the Company recorded an increase of $ 6.6 million of deferred tax assets for the impact of the adopted plan of merger for Liberty LLC into the Company, all of which was recorded through equity. During the year ended December 31, 2022, exchanges of Liberty LLC Units and shares of Class B Common Stock resulted in an increase of $ 5.1 million in amounts payable under the TRAs, and a net increase of $ 6.0 million in deferred tax assets, all of which were recorded through equity. The Company did not make any TRA payments during the year ended December 31, 2022. F-30 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements Note 13— Defined Contribution Plan The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company makes matching contribution at a rate of $ 1.00 for each $1.00 of employee contribution, subject to a cap of 6 % of the employee’s salary and federal limits. Contributions made by the Company were $ 32.9 million, $ 25.8 million, and $ 19.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Note 14— Related Party Transactions Schlumberger Limited During 2020, the Company acquired certain assets and liabilities of Schlumberger Technology Corporation (“Schlumberger”) in exchange for the issuance of shares of the Company ’ s Class A Common Stock amongst other consideration. During the year ended December 31, 2023, the Company repurchased and retired 3,000,000 shares of Class A Common Stock for $ 45.0 million or $ 15.00 average price per share from Schlumberger, under the share repurchase program. Effective January 31, 2023, after the repurchase and retirement, Schlumberger owns no shares of Class A Common Stock of the Company and no longer qualifies as a related party. During the year ended December 31, 2022, the Company repurchased and retired 1,700,000 shares of Class A Common Stock for $ 27.8 million or $ 16.35 average price per share from Schlumberger, under the share repurchase program. On April 29, 2022, the Company, Liberty LLC, Schlumberger, and BofA Securities, Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”), entered into an underwriting agreement, dated as of April 29, 2022, pursuant to which Schlumberger sold 14,500,000 shares of Class A Common Stock at a price of $ 15.50 per share to the Underwriters (the “Sale”). The Sale closed on May 3, 2022. Following the Sale, Schlumberger held 35,101,961 shares of Class A Common Stock. The Company did not receive any proceeds from the Sale. Within the normal course of business, the Company purchases chemicals, proppant and other equipment and maintenance parts from Schlumberger and its subsidiaries. During the period from January 1, 2023 until January 31, 2023, total purchases from Schlumberger were approximately $ 1.7 million. During the years ended December 31, 2022 and 2021, total purchases from Schlumberger were approximately $ 21.7 million and $ 28.2 million, respectively. As of December 31, 2022 amounts due to Schlumberger were $ 2.6 million and $ 0.7 million included in accounts payable and accrued liabilities, respectively, in the consolidated balance sheets. During 2021, a subsidiary of the Company and Schlumberger entered into a property swap agreement under which the Company exchanged with Schlumberger a property and $ 4.9 million in cash for a separate property that the Company will utilize with its existing operations. The Company did not recognize any gain or loss on the transaction. In separate transactions, the Company has sold equipment to Schlumberger including $ 0.1 million and $ 1.3 million during the years ended December 31, 2022 and 2021, respectively. The Company recognized a gain on the sale of equipment of $ 0.0 million and $ 0.9 million, respectively. Franklin Mountain Energy, LLC A member of the board of directors of the Company, Audrey Robertson, serves as Executive Vice President of Finance of Franklin Mountain Energy, LLC (“Franklin Mountain”). During the years ended December 31, 2023, 2022 and 2021, the Company performed hydraulic fracturing services for Franklin Mountain in the amount of $ 176.1 million, $ 131.8 million, and $ 20.5 million, respectively. Amounts included in unbilled revenue from Franklin Mountain as of December 31, 2023 and 2022, were $ 13.4 million and $ 13.9 million, respectively. There were $ 12.1 million and $ 0.0 million in receivables from Franklin Mountain as of December 31, 2023 and 2022, respectively. Liberty Resources LLC Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) has certain common ownership and management with the Company. The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for the years ended December 31, 2023, 2022 and 2021, were $ 38.8 million, $ 16.7 million and $ 2.8 million, respectively. Amounts included in unbilled revenue and accounts receivable—related party from the Affiliate as of December 31, 2023 were $ 0.0 million and $ 5.2 million, respectively. There were no amounts included in unbilled revenue and accounts receivable—related party from the Affiliate as of December 31, 2022. On December 28, 2022 (the “Agreement Date”), the Company entered into an agreement with the Affiliate to amend payment terms for outstanding invoices due as of the Agreement Date to extend the due dates to April 1, 2024. Additionally, on August 15, 2023, the agreement was further amended in order to extend the due dates for certain invoices to January 1, 2025. Amounts outstanding from the Affiliate, under such agreement, as of December 31, 2023 and 2022 were $ 14.8 million and F-31 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements $ 11.8 million, respectively, included in other assets in the consolidated balance sheets. Any receivable amount outstanding at the end of each month is subject to interest through the end of the agreement. During the years ended December 31, 2023, 2022 and 2021, interest income from the Affiliate was $ 2.0 million, $ 0.0 million , and $ 0.0 million , respectively. PropX Acquisition During 2016, Liberty Holdings entered into a future commitment to invest and become a non-controlling minority member in PropX, the provider of proppant logistics equipment. Effective October 26, 2021, the Company completed the purchase of all membership interest in PropX, refer to Note 3—Acquisitions for further discussion of the transaction. During the period from January 1, 2021 until October 26, 2021, the Company leased proppant logistics equipment from PropX for $ 7.3 million. R/C IV Liberty Big Box Holdings, L.P., a Riverstone Holdings LLC (“Riverstone”) fund and a former significant stockholder of the Company, held a greater than 10 % equity interest in PropX. Christopher Wright, the Chief Executive Officer, Michael Stock, the Chief Financial Officer and Ron Gusek, the President of the Company, held a less than 5 % equity interest in PropX through Big Box Proppant Investments LLC. Cary Steinbeck, a director of the Company, served on the PropX board of directors and held a less than 5 % indirect equity interest in PropX. In addition, Brett Staffieri, a Riverstone appointed director, served on the board of the directors of the Company until June 15, 2021 and on the PropX board of directors until the acquisition date. The PropX Acquisition was reviewed and approved by the disinterested members of the Board and pursuant to the Company’s related party transactions policy . Note 15— Commitments & Contingencies Purchase Commitments (tons are not in thousands) The Company enters into purchase and supply agreements to secure supply and pricing of proppants, transload, and equipment. As of December 31, 2023 and 2022, the agreements provide pricing and committed supply sources for the Company to purchase 1,854,000 tons and 2,915,172 tons, respectively, of proppant through December 31, 2025. Amounts below also include commitments to pay for transport fees on minimum amounts of proppants. Additionally, related proppant transload service commitments run through 2024. Future proppant, transload, and equipment commitments are as follows: ($ in thousands) 2024 $ 143,884 2025 12,960 2026 — 2027 — 2028 — Thereafter — $ 156,844 Certain supply agreements contain a clause whereby in the event that the Company fails to purchase minimum volumes, as defined in the agreement, during a specific time period, a shortfall fee may apply. In circumstances where the Company does not make the minimum purchase required under the contract, the Company and its suppliers have a history of amending such minimum purchase contractual terms and in rare cases does the Company incur shortfall fees. If the Company were unable to make any of the minimum purchases and the Company and its suppliers cannot come to an agreement to avoid such fees, the Company could incur shortfall fees in the amounts of $ 25.2 million and $ 5.4 million for the years ended December 31, 2024 and December 31, 2025, respectively. Based on forecasted levels of activity, the Company does not currently expect to incur significant shortfall fees. Included in the commitments for the year ending December 31, 2023 are $ 3.2 million of payments expected to be made in the first quarter of 2024 for the use of certain light duty trucks, heavy tractors, and field equipment used to various degrees in frac and wireline operations. The Company is in negotiations with the third-party owner of such equipment to lease or purchase some or all of such aforementioned vehicles and equipment, subject to agreement on terms and conditions. No gain or loss is expected upon consummation of any such agreement. Litigation From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors F-32 LIBERTY ENERGY INC. Notes to Consolidated Financial Statements including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the final outcome, based upon the information currently available, management does not believe any matters individually or in the aggregate will have a material adverse effect on its financial position or results of operations. Note 16— Subsequent Events On January 23, 2024, the Company’s board of directors approved a quarterly dividend of $ 0.07 per share of Class A Common Stock to be paid on March 20, 2024 to holders of record as of March 6, 2024. Additionally, on January 23, 2024, the Company’s board of directors authorized an increase of the share repurchase program that allows the Company to repurchase an additional $ 250.0 million for a total up to $ 750.0 million of the Company’s Class A Common Stock and extended the authorization through July 31, 2026. No other significant subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements and notes thereto. F-33