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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 10-Q

________________________________________

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-32886

____________________________________

img235777348_0.jpg

CONTINENTAL RESOURCES, INC

(Exact name of registrant as specified in its charter)

____________________________________

Oklahoma

 

 

 

 

73-0767549

(State or other jurisdiction of incorporation or organization)

 

 

 

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

 

20 N. Broadway,

Oklahoma City,

Oklahoma

73102

 

 

 

(Address of principal executive offices)

(Zip Code)

 

(405) 234-9000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

____________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

x

Smaller reporting company

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x

As of March 31, 2025, there are no publicly traded common shares of Continental Resources, Inc.

 


 

Table of Contents

 

 

 

PART I. Financial Information

Item 1.

Financial Statements

1

 

Condensed Consolidated Balance Sheets

1

 

Unaudited Condensed Consolidated Statements of Income

2

 

Unaudited Condensed Consolidated Statements of Equity

3

 

Unaudited Condensed Consolidated Statements of Cash Flows

4

 

Notes to Unaudited Condensed Consolidated Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

20

Item 4.

Controls and Procedures

21

 

 

PART II. Other Information

 

Item 1.

Legal Proceedings

22

Item 1A.

Risk Factors

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 3.

Defaults Upon Senior Securities

22

Item 4.

Mine Safety Disclosures

22

Item 5.

Other Information

22

Item 6.

Exhibits

23

 

Signature

24

 

 

 

When we refer to “us,” “we,” “our,” “Company,” or “Continental” we are describing Continental Resources, Inc. and our subsidiaries.

 

 

 


 

Glossary of Crude Oil and Natural Gas Terms

The terms defined in this section may be used throughout this report:

“Bbl” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or natural gas liquids.

“Boe” Barrels of crude oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of crude oil based on the average equivalent energy content of the two commodities.

“Btu” British thermal unit, which represents the amount of energy needed to heat one pound of water by one degree Fahrenheit and can be used to describe the energy content of fuels.

“MBbl” One thousand barrels of crude oil, condensate or natural gas liquids.

“MBoe” One thousand Boe.

“Mcf” One thousand cubic feet of natural gas.

“MMBoe” One million Boe.

“MMBtu” One million British thermal units.

“MMcf” One million cubic feet of natural gas.

“NGL” or “NGLs” Refers to natural gas liquids, which are hydrocarbon products that are separated during natural gas processing and include ethane, propane, isobutane, normal butane, and natural gasoline.

“NYMEX” The New York Mercantile Exchange.

“proved reserves” The quantities of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates renewal is reasonably certain.

 

 

 

i


 

Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This report and information incorporated by reference in this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact, including, but not limited to, forecasts or expectations regarding the Company’s business and statements or information concerning the Company’s future operations, performance, financial condition, production and reserves, schedules, plans, timing of development, rates of return, budgets, costs, business strategy, objectives, and cash flows, included in this report are forward-looking statements. The words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget,” “target,” “plan,” “continue,” “potential,” “guidance,” “strategy” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Forward-looking statements may include, but are not limited to, statements about:

our strategy;
our business and financial plans;
our future operations;
our proved reserves and related development plans;
technology;
future crude oil, natural gas liquids, and natural gas prices and differentials;
the timing and amount of future production of crude oil, natural gas liquids, and natural gas and flaring activities;
the amount, nature and timing of capital expenditures;
estimated revenues, expenses and results of operations;
drilling and completing of wells;
shutting in of production and the resumption of production activities;
competition;
marketing of crude oil, natural gas, and natural gas liquids;
transportation of crude oil, natural gas, and natural gas liquids to markets;
property exploitation, property acquisitions and dispositions, strategic investments, or joint domestic and foreign development opportunities;
costs of exploiting and developing our properties and conducting other operations, including any impacts from inflation;
our financial position;
the timing and amount of debt borrowings or repayments;
the timing and amount of income tax payments and payments the Company may be obligated to make pursuant to the stock redemption agreement described in Note 8. Commitments and Contingencies—Stock Redemption Agreement;
current and potential litigation matters;
geopolitical events and conditions in, or affecting other, crude oil-producing and natural gas-producing nations, including foreign jurisdictions where the Company may explore resource development opportunities;
credit markets;
our liquidity and access to capital;
the impact of U.S. and foreign governmental policies, laws, regulations, tariffs in the United States and foreign jurisdictions, as well as regulatory and legal proceedings involving us and of scheduled or potential regulatory or legal changes in these areas;
our future operating and financial results;
our future commodity or other hedging arrangements; and
the ability and willingness of current or potential lenders, hedging contract counterparties, customers, and working interest owners to fulfill their obligations to us or to enter into transactions with us in the future on terms that are acceptable to us.

Forward-looking statements are based on the Company’s current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Although the Company believes these assumptions and expectations are reasonable, they are inherently subject to numerous business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. No assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate or will not change over time. The risks and

ii


 

uncertainties that may affect the operations, performance and results of the business and forward-looking statements include, but are not limited to, those risk factors and other cautionary statements described under Part II, Item 1A. Risk Factors and elsewhere in this report, if any, our Annual Report on Form 10-K for the year ended December 31, 2024, and other announcements we make from time to time.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statement is made. Additionally, new factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this report or our Annual Report on Form 10-K for the year ended December 31, 2024 occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Except as expressly stated above or otherwise required by applicable law, the Company undertakes no obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or circumstances after the date of this report, or otherwise.

 

iii


 

PART I. Financial Information

ITEM 1. Financial Statements

 

Continental Resources, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

March 31, 2025

 

 

December 31, 2024

 

In thousands, except par values and share data

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

591,324

 

 

$

39,064

 

Receivables:

 

 

 

 

 

 

Crude oil, natural gas, and natural gas liquids sales

 

 

1,132,912

 

 

 

1,176,280

 

Joint interest and other

 

 

368,006

 

 

 

381,760

 

Allowance for credit losses

 

 

(3,671

)

 

 

(4,121

)

Receivables, net

 

 

1,497,247

 

 

 

1,553,919

 

Derivative assets

 

 

13,580

 

 

 

95,227

 

Inventories

 

 

183,642

 

 

 

184,251

 

Prepaid expenses and other

 

 

45,847

 

 

 

32,648

 

Total current assets

 

 

2,331,640

 

 

 

1,905,109

 

Net property and equipment, based on successful efforts method of accounting

 

 

20,170,065

 

 

 

20,037,922

 

Investment in unconsolidated affiliates

 

 

252,305

 

 

 

258,359

 

Operating lease right-of-use assets

 

 

38,202

 

 

 

20,933

 

Derivative assets, noncurrent

 

 

8,198

 

 

 

62,426

 

Other noncurrent assets

 

 

17,692

 

 

 

20,832

 

Total assets

 

$

22,818,102

 

 

$

22,305,581

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable trade

 

$

819,911

 

 

$

845,160

 

Revenues and royalties payable

 

 

787,565

 

 

 

682,461

 

Accrued liabilities and other

 

 

311,409

 

 

 

413,036

 

Current portion of incentive compensation liability

 

 

45,097

 

 

 

74,494

 

Current portion of income tax liabilities

 

 

101,947

 

 

 

21,659

 

Derivative liabilities

 

 

162,642

 

 

 

 

Current portion of operating lease liabilities

 

 

11,313

 

 

 

4,046

 

Current portion of long-term debt

 

 

2,610

 

 

 

2,587

 

Total current liabilities

 

 

2,242,494

 

 

 

2,043,443

 

Long-term debt, net of current portion

 

 

4,779,617

 

 

 

4,798,860

 

Other noncurrent liabilities:

 

 

 

 

 

 

Deferred income tax liabilities, net

 

 

2,706,108

 

 

 

2,704,069

 

Incentive compensation liability, noncurrent

 

 

6,537

 

 

 

36,468

 

Asset retirement obligations, noncurrent

 

 

440,202

 

 

 

432,495

 

Derivative liabilities, noncurrent

 

 

34,480

 

 

 

143

 

Operating lease liabilities, noncurrent

 

 

25,843

 

 

 

15,823

 

Other noncurrent liabilities

 

 

49,632

 

 

 

48,783

 

Total other noncurrent liabilities

 

 

3,262,802

 

 

 

3,237,781

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Preferred stock, $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding

 

 

 

 

 

 

Common stock, $0.01 par value; 400,000 shares authorized (187,256 shares issued) of Class A voting common stock and 400,000,000 shares authorized (299,423,011 shares issued) of Class B non-voting common stock

 

 

2,996

 

 

 

2,996

 

Retained earnings

 

 

12,178,523

 

 

 

11,862,515

 

Total shareholders’ equity attributable to Continental Resources

 

 

12,181,519

 

 

 

11,865,511

 

Noncontrolling interests

 

 

351,670

 

 

 

359,986

 

Total equity

 

 

12,533,189

 

 

 

12,225,497

 

Total liabilities and equity

 

$

22,818,102

 

 

$

22,305,581

 

 

 

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

1


 

Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Income

 

Three months ended March 31,

 

In thousands, except per share data

 

2025

 

 

2024

 

Revenues:

 

 

 

 

 

 

Crude oil, natural gas, and natural gas liquids sales

 

$

1,890,207

 

 

$

1,909,843

 

Loss on derivative instruments, net

 

 

(316,002

)

 

 

(113,194

)

Crude oil and natural gas service operations

 

 

36,248

 

 

 

23,895

 

Total revenues

 

 

1,610,453

 

 

 

1,820,544

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

Production expenses

 

 

199,379

 

 

 

188,697

 

Production and ad valorem taxes

 

 

135,349

 

 

 

147,127

 

Transportation, gathering, processing, and compression

 

 

78,873

 

 

 

107,946

 

Exploration expenses

 

 

2,732

 

 

 

4,110

 

Crude oil and natural gas service operations

 

 

23,880

 

 

 

26,640

 

Depreciation, depletion, amortization and accretion

 

 

613,560

 

 

 

632,763

 

Property impairments

 

 

17,022

 

 

 

12,062

 

General and administrative expenses

 

 

67,012

 

 

 

82,282

 

Net (gain) loss on sale of assets and other

 

 

3,129

 

 

 

(287

)

Total operating costs and expenses

 

 

1,140,936

 

 

 

1,201,340

 

Income from operations

 

 

469,517

 

 

 

619,204

 

Other income (expense):

 

 

 

 

 

 

Interest expense

 

 

(55,143

)

 

 

(79,811

)

Other

 

 

3,617

 

 

 

3,154

 

 

 

(51,526

)

 

 

(76,657

)

Income before income taxes

 

 

417,991

 

 

 

542,547

 

Provision for income taxes

 

 

(86,380

)

 

 

(114,054

)

Income before equity in net loss of affiliate

 

 

331,611

 

 

 

428,493

 

Equity in net loss of affiliate

 

 

(12,887

)

 

 

(907

)

Net income

 

 

318,724

 

 

 

427,586

 

Net income attributable to noncontrolling interests

 

 

2,718

 

 

 

464

 

Net income attributable to Continental Resources

 

$

316,006

 

 

$

427,122

 

 

 

 

 

 

 

 

 

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

2


Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Equity

 

Three Months Ended March 31, 2025

 

 

Shareholders’ equity attributable to Continental Resources

 

 

 

 

 

 

 

In thousands, except share data

 

Shares
outstanding

 

 

Common
stock

 

 

Retained
earnings

 

 

Total
shareholders’
equity of
Continental
Resources

 

 

Noncontrolling
interests

 

 

Total equity

 

Balance at December 31, 2024

 

 

299,610,267

 

 

$

2,996

 

 

$

11,862,515

 

 

$

11,865,511

 

 

$

359,986

 

 

$

12,225,497

 

Net income

 

 

 

 

 

 

 

 

316,006

 

 

 

316,006

 

 

 

2,718

 

 

 

318,724

 

Change in dividends payable

 

 

 

 

 

 

 

 

2

 

 

 

2

 

 

 

 

 

 

2

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,740

 

 

 

1,740

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,774

)

 

 

(12,774

)

Balance at March 31, 2025

 

 

299,610,267

 

 

$

2,996

 

 

$

12,178,523

 

 

$

12,181,519

 

 

$

351,670

 

 

$

12,533,189

 

 

 

Three Months Ended March 31, 2024

 

 

Shareholders’ equity attributable to Continental Resources

 

 

 

 

 

 

 

In thousands, except share data

 

Shares
outstanding

 

 

Common
stock

 

 

Retained
earnings

 

 

Total
shareholders’
equity of
Continental
Resources

 

 

Noncontrolling
interests

 

 

Total equity

 

Balance at December 31, 2023

 

 

299,610,267

 

 

$

2,996

 

 

$

9,850,687

 

 

$

9,853,683

 

 

$

356,104

 

 

$

10,209,787

 

Net income

 

 

 

 

 

 

 

 

427,122

 

 

 

427,122

 

 

 

464

 

 

 

427,586

 

Change in dividends payable

 

 

 

 

 

 

 

 

12

 

 

 

12

 

 

 

 

 

 

12

 

Contributions from noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,040

 

 

 

14,040

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,707

)

 

 

(6,707

)

Balance at March 31, 2024

 

 

299,610,267

 

 

$

2,996

 

 

$

10,277,821

 

 

$

10,280,817

 

 

$

363,901

 

 

$

10,644,718

 

 

 

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

3


Continental Resources, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

Three months ended March 31,

 

In thousands

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net income

 

$

318,724

 

 

$

427,586

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion

 

 

615,028

 

 

 

636,659

 

Property impairments

 

 

17,022

 

 

 

12,062

 

Non-cash loss on derivatives, net

 

 

332,854

 

 

 

208,390

 

Provision for deferred income taxes

 

 

2,039

 

 

 

11,816

 

Equity in net loss of affiliate

 

 

12,887

 

 

 

907

 

Net (gain) loss on sale of assets and other

 

 

3,084

 

 

 

(287

)

Other, net

 

 

4,447

 

 

 

23,567

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

55,962

 

 

 

23,062

 

Inventories

 

 

(2,702

)

 

 

(27,564

)

Other current assets

 

 

(11,955

)

 

 

(1,331

)

Accounts payable trade

 

 

36,967

 

 

 

27,166

 

Revenues and royalties payable

 

 

98,717

 

 

 

(39,001

)

Accrued liabilities and other

 

 

(102,376

)

 

 

(70,148

)

Incentive compensation liability

 

 

(59,329

)

 

 

(108,809

)

Current income taxes liability

 

 

80,287

 

 

 

105,504

 

Other noncurrent assets and liabilities

 

 

(465

)

 

 

(7,701

)

Net cash provided by operating activities

 

 

1,401,191

 

 

 

1,221,878

 

Cash flows from investing activities

 

 

 

 

 

 

Exploration and development

 

 

(774,514

)

 

 

(663,003

)

Purchase of producing crude oil and natural gas properties

 

 

 

 

 

(870

)

Purchase of other property and equipment

 

 

(43,480

)

 

 

(49,963

)

Proceeds from sale of assets

 

 

664

 

 

 

4,340

 

Contributions to unconsolidated affiliates

 

 

(6,821

)

 

 

(8,227

)

Net cash used in investing activities

 

 

(824,151

)

 

 

(717,723

)

Cash flows from financing activities

 

 

 

 

 

 

Credit facility borrowings

 

 

440,000

 

 

 

749,000

 

Repayment of credit facility

 

 

(460,000

)

 

 

(959,000

)

Repayment of other debt

 

 

(640

)

 

 

(100,616

)

Debt issuance costs

 

 

(123

)

 

 

 

Contributions from noncontrolling interests

 

 

3,019

 

 

 

7,740

 

Distributions to noncontrolling interests

 

 

(6,408

)

 

 

(5,681

)

Dividends paid on common stock

 

 

(628

)

 

 

(2,331

)

Net cash used in financing activities

 

 

(24,780

)

 

 

(310,888

)

Net change in cash and cash equivalents

 

 

552,260

 

 

 

193,267

 

Cash and cash equivalents at beginning of period

 

 

39,064

 

 

 

26,397

 

Cash and cash equivalents at end of period

 

$

591,324

 

 

$

219,664

 

 

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

4


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Nature of Business

Nature of Business

Continental Resources, Inc. (the “Company”) was formed in 1967 and is incorporated under the laws of the State of Oklahoma. The Company’s principal business is the exploration, development, management, and production of crude oil and natural gas and associated products with properties primarily located in four leading basins in the United States – the Bakken field of North Dakota and Montana, the Anadarko Basin of Oklahoma, the Permian Basin of Texas, and the Powder River Basin of Wyoming. Additionally, the Company pursues the acquisition and management of perpetually owned minerals located in certain of its key operating areas. For the three months ended March 31, 2025, crude oil accounted for 55% of the Company’s total production and 79% of its crude oil, natural gas, and natural gas liquids revenues.

Voluntary Filer

The Company is privately owned by its founder, Harold G. Hamm, certain members of his family and their affiliated entities (the “Hamm Family”). As of March 31, 2025, the Hamm Family holds approximately 299.6 million shares of common stock of the Company. As a privately held company, certain of the corporate governance, disclosure, and other provisions applicable to a company with listed equity securities and reporting obligations under the Securities Exchange Act of 1934 do not apply to us. We continue to furnish Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K with the SEC as required by our senior note indentures.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of presentation

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities in which the Company has a controlling financial interest. Intercompany accounts and transactions have been eliminated upon consolidation. Noncontrolling interests reflected herein represent third party ownership in the net assets of consolidated subsidiaries. The portions of consolidated net income and equity attributable to the noncontrolling interests are presented separately in the Company’s financial statements.

Investments in entities in which the Company has the ability to exercise significant influence, but does not control, are accounted for using the equity method of accounting. In applying the equity method, the investments are initially recognized at cost and are subsequently adjusted for the Company's proportionate share of earnings, losses, contributions, and distributions as applicable.

The Company has one reportable segment due to the similar nature of its business, which is the exploration, development, and production of crude oil, natural gas, and natural gas liquids in the United States. The Company's President and CEO is the chief operating decision maker and he reviews consolidated net income to assess performance and determine how to allocate resources. The measure of segment assets is reported on the consolidated balance sheets as total assets. As a single reportable segment entity, the financial information is contained in Part I. Item 1. Financial Statements.

This report has been prepared pursuant to rules and regulations applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”), although the Company believes the disclosures are adequate to make the information not misleading. You should read this Quarterly Report on Form 10-Q (“Form 10-Q”) together with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.

The condensed consolidated financial statements as of March 31, 2025 and for the three month periods ended March 31, 2025 and 2024 are unaudited. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited balance sheet included in the 2024 Form 10-K. The Company evaluated its March 31, 2025 financial statements for subsequent events through May 2, 2025, the date the financial statements were available to be issued.

5


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure and estimation of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. The most significant estimates and assumptions impacting reported results are estimates of the Company’s crude oil and natural gas reserves, which are used to compute depreciation, depletion, amortization and impairment of proved crude oil and natural gas properties. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation in accordance with U.S. GAAP have been included in these unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results of operations that may be expected for any other interim period or for an entire year.

Note 3. Supplemental Cash Flow Information

The following table discloses supplemental cash flow information about cash paid for interest and income tax payments and refunds. Also disclosed is information about investing activities that affects recognized assets and liabilities but does not result in cash receipts or payments.

 

 

Three months ended March 31,

 

In thousands

 

2025

 

 

2024

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

66,136

 

 

$

86,931

 

Cash paid for income taxes

 

 

 

 

 

 

Cash received for income tax refunds

 

 

302

 

 

 

3,266

 

Non-cash investing activities:

 

 

 

 

 

 

Asset retirement obligation additions and revisions, net

 

 

2,895

 

 

 

9,137

 

 

As of March 31, 2025 and December 31, 2024, the Company had $316.5 million and $376.4 million, respectively, of accrued capital expenditures included in “Net property and equipment” with an offsetting amount in “Accounts payable trade” in the condensed consolidated balance sheets.

Note 4. Revenues

The following table presents the disaggregation of the Company's crude oil and natural gas revenues by operating area for the three months ended March 31, 2025 and 2024. Sales of natural gas and NGLs are combined, as a substantial majority of the Company's natural gas sales contracts represent wellhead sales of unprocessed gas.

 

 

Three months ended March 31, 2025

 

 

Three months ended March 31, 2024

 

In thousands

 

Crude Oil

 

 

Natural Gas
and NGLs

 

 

Total

 

 

Crude Oil

 

 

Natural Gas
and NGLs

 

 

Total

 

Bakken

 

$

726,496

 

 

$

139,269

 

 

$

865,765

 

 

$

891,174

 

 

$

87,447

 

 

$

978,621

 

Anadarko Basin

 

 

233,499

 

 

 

204,320

 

 

 

437,819

 

 

 

241,924

 

 

 

154,284

 

 

 

396,208

 

Powder River Basin

 

 

113,230

 

 

 

19,258

 

 

 

132,488

 

 

 

117,274

 

 

 

13,830

 

 

 

131,104

 

Permian Basin

 

 

382,250

 

 

 

41,181

 

 

 

423,431

 

 

 

344,645

 

 

 

19,340

 

 

 

363,985

 

All other

 

 

30,681

 

 

 

23

 

 

 

30,704

 

 

 

39,890

 

 

 

35

 

 

 

39,925

 

Crude oil, natural gas, and natural gas liquids sales

 

$

1,486,156

 

 

$

404,051

 

 

$

1,890,207

 

 

$

1,634,907

 

 

$

274,936

 

 

$

1,909,843

 

 

 

6


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 5. Derivative Instruments

From time to time the Company enters into derivative contracts to economically hedge against the variability in cash flows associated with future sales of production. The Company recognizes its derivative instruments on the balance sheet as either assets or liabilities measured at fair value. The estimated fair value is based upon various factors as described in Note 6. Fair Value Measurements.

At March 31, 2025 the Company had outstanding derivative contracts as set forth in the tables below.

 

Natural gas derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Hedge Price ($/MMBtu)

 

Period and Type of Contract

 

Average Volumes Hedged

 

Swaps

 

 

Floor

 

 

Ceiling

 

April 2025 - March 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collars - Henry Hub

 

 

304,000

 

 

MMBtus/day

 

 

 

 

$

4.25

 

 

$

5.99

 

April 2025 - December 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swaps - Henry Hub

 

 

580,000

 

 

MMBtus/day

 

$

3.95

 

 

 

 

 

 

 

January 2026 - December 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swaps - Henry Hub

 

 

635,000

 

 

MMBtus/day

 

$

4.11

 

 

 

 

 

 

 

January 2027 - December 2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swaps - Henry Hub

 

 

612,500

 

 

MMBtus/day

 

$

3.92

 

 

 

 

 

 

 

 

 

Crude oil derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Hedge Price ($/Bbl)

 

Period and Type of Contract

 

Average Volumes Hedged

 

Roll Swaps

 

 

Fixed Swaps

 

 

Floor

 

 

Ceiling

 

April 2025 - December 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Swaps - WTI

 

 

58,600

 

 

Bbls/day

 

 

 

 

$

70.63

 

 

 

 

 

 

 

Collars - WTI

 

 

55,000

 

 

Bbls/day

 

 

 

 

 

 

 

$

60.00

 

 

$

68.27

 

Roll Swaps - NYMEX

 

 

53,000

 

 

Bbls/day

 

$

0.95

 

 

 

 

 

 

 

 

 

 

January 2026 - December 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Swaps - WTI

 

 

22,000

 

 

Bbls/day

 

 

 

 

$

62.49

 

 

 

 

 

 

 

Collars - WTI

 

 

21,000

 

 

Bbls/day

 

 

 

 

 

 

 

$

60.00

 

 

$

70.22

 

Derivative gains and losses

Cash receipts and payments in the following table reflect the gains or losses on derivative contracts which matured during the applicable period, calculated as the difference between the contract price and the market settlement price of matured contracts. The Company's derivative contracts are settled based upon reported settlement prices on commodity exchanges, with crude oil derivative settlements based on NYMEX West Texas Intermediate (“WTI”) pricing and natural gas derivative settlements based primarily on NYMEX Henry Hub pricing. Non-cash gains and losses below represent the change in fair value of derivative instruments which continued to be held at period end and the reversal of previously recognized non-cash gains or losses on derivative contracts that matured during the period.

7


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Three months ended March 31,

 

In thousands

 

2025

 

 

2024

 

Cash received (paid) on derivatives:

 

 

 

 

 

 

Crude oil fixed price swaps

 

$

9,252

 

 

$

4,829

 

Crude oil NYMEX roll swaps

 

 

669

 

 

 

2,473

 

Natural gas WAHA swaps

 

 

 

 

 

9,024

 

Natural gas fixed price swaps

 

 

6,931

 

 

 

62,801

 

Natural gas collars

 

 

 

 

 

16,069

 

Cash received (paid) on derivatives, net

 

 

16,852

 

 

 

95,196

 

Non-cash gain (loss) on derivatives:

 

 

 

 

 

 

Crude oil fixed price swaps

 

 

(9,550

)

 

 

(201,049

)

Crude oil collars

 

 

(47,565

)

 

 

 

Crude oil NYMEX roll swaps

 

 

3,867

 

 

 

(10,254

)

Natural gas WAHA swaps

 

 

 

 

 

(329

)

Natural gas fixed price swaps

 

 

(287,165

)

 

 

15,165

 

Natural gas collars

 

 

7,559

 

 

 

(11,923

)

Non-cash gain (loss) on derivatives, net

 

 

(332,854

)

 

 

(208,390

)

Gain (loss) on derivative instruments, net

 

$

(316,002

)

 

$

(113,194

)

Balance sheet offsetting of derivative assets and liabilities

The Company’s derivative contracts are recorded at fair value in the condensed consolidated balance sheets under the captions “Derivative assets,” “Derivative assets, noncurrent,” “Derivative liabilities,” and “Derivative liabilities, noncurrent” as applicable. Derivative assets and liabilities with the same counterparty that are subject to contractual terms which provide for net settlement are reported on a net basis in the condensed consolidated balance sheets.

The following table presents the gross amounts of recognized derivative assets and liabilities, as applicable, the amounts offset under netting arrangements with counterparties, and the resulting net amounts presented in the condensed consolidated balance sheets for the periods presented, all at fair value.

 

In thousands

 

March 31, 2025

 

 

December 31, 2024

 

Commodity derivative assets:

 

 

 

 

 

 

Gross amounts of recognized assets

 

$

61,299

 

 

$

168,023

 

Gross amounts offset on balance sheet

 

 

(39,521

)

 

 

(10,370

)

Net amounts of assets on balance sheet

 

 

21,778

 

 

 

157,653

 

Commodity derivative liabilities:

 

 

 

 

 

 

Gross amounts of recognized liabilities

 

 

(236,643

)

 

 

(10,513

)

Gross amounts offset on balance sheet

 

 

39,521

 

 

 

10,370

 

Net amounts of liabilities on balance sheet

 

$

(197,122

)

 

$

(143

)

 

The following table reconciles the net amounts disclosed above to the individual financial statement line items in the condensed consolidated balance sheets.

 

In thousands

 

March 31, 2025

 

 

December 31, 2024

 

Derivative assets

 

$

13,580

 

 

$

95,227

 

Derivative assets, noncurrent

 

 

8,198

 

 

 

62,426

 

Net amounts of assets on balance sheet

 

 

21,778

 

 

 

157,653

 

Derivative liabilities

 

 

(162,642

)

 

 

 

Derivative liabilities, noncurrent

 

 

(34,480

)

 

 

(143

)

Net amounts of liabilities on balance sheet

 

 

(197,122

)

 

 

(143

)

Total derivative assets (liabilities), net

 

$

(175,344

)

 

$

157,510

 

 

8


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Note 6. Fair Value Measurements

The Company's derivative instruments are reported at fair value on a recurring basis. In determining the fair values of swap contracts, a discounted cash flow method is used due to the unavailability of relevant comparable market data for the Company’s exact contracts. The discounted cash flow method estimates future cash flows based on quoted market prices for forward commodity prices and a risk-adjusted discount rate. The fair values of swap contracts are calculated mainly using significant observable inputs (Level 2). Calculation of the fair values of collars requires the use of an industry-standard option pricing model that considers various inputs including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. These assumptions are observable in the marketplace or can be corroborated by active markets or broker quotes and are therefore designated as Level 2 within the valuation hierarchy. The Company’s calculation of fair value for each of its derivative positions is compared to the counterparty valuation for reasonableness.

The following tables summarize the valuation of derivative instruments by pricing levels that were accounted for at fair value on a recurring basis as of March 31, 2025 and December 31, 2024.

 

 

Fair value measurements at March 31, 2025 using:

 

 

 

 

In thousands

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative assets (liabilities):

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil fixed price swaps

 

$

 

 

$

2,983

 

 

$

 

 

$

2,983

 

Crude oil collars

 

 

 

 

 

(47,565

)

 

 

 

 

 

(47,565

)

Crude oil NYMEX roll swaps

 

 

 

 

 

3,867

 

 

 

 

 

 

3,867

 

Natural gas fixed price swaps

 

 

 

 

 

(142,188

)

 

 

 

 

 

(142,188

)

Natural gas collars

 

 

 

 

 

7,559

 

 

 

 

 

 

7,559

 

Total

 

$

 

 

$

(175,344

)

 

$

 

 

$

(175,344

)

 

 

Fair value measurements at December 31, 2024 using:

 

 

 

 

In thousands

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative assets (liabilities):

 

 

 

 

 

 

 

 

 

 

 

 

Crude oil fixed price swaps

 

$

 

 

$

12,533

 

 

$

 

 

$

12,533

 

Natural gas fixed price swaps

 

 

 

 

 

144,977

 

 

 

 

 

 

144,977

 

Total

 

$

 

 

$

157,510

 

 

$

 

 

$

157,510

 

 

Note 7. Debt

The Company's debt, net of unamortized discounts, premiums, and debt issuance costs totaling $32.4 million and $33.8 million at March 31, 2025 and December 31, 2024, respectively, consists of the following.

 

In thousands

 

March 31, 2025

 

 

December 31, 2024

 

Credit facility

 

$

 

 

$

20,000

 

Notes payable

 

 

14,521

 

 

 

15,159

 

2.268% Senior Notes due 2026

 

 

797,441

 

 

 

797,056

 

4.375% Senior Notes due 2028

 

 

995,972

 

 

 

995,635

 

5.75% Senior Notes due 2031

 

 

1,487,620

 

 

 

1,487,175

 

2.875% Senior Notes due 2032

 

 

793,934

 

 

 

793,740

 

4.9% Senior Notes due 2044

 

 

692,739

 

 

 

692,682

 

Total debt

 

$

4,782,227

 

 

$

4,801,447

 

Less: Current portion of long-term debt

 

 

2,610

 

 

 

2,587

 

Long-term debt, net of current portion

 

$

4,779,617

 

 

$

4,798,860

 

 

9


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Credit Facility

The Company has a credit facility, maturing in October 2029, with aggregate lender commitments totaling $1.8 billion. The credit facility is unsecured and has no borrowing base requirement subject to redetermination.

The Company had no outstanding borrowings on its credit facility at March 31, 2025. The Company incurs commitment fees based on currently assigned credit ratings of 0.20% per annum on the daily average amount of unused borrowing availability. Credit facility borrowings bear interest at market-based interest rates plus a margin based on the terms of the borrowing and the credit ratings assigned to the Company’s senior, unsecured, long-term indebtedness.

The credit facility contains certain restrictive covenants, including a requirement that the Company maintain a consolidated net debt to total capitalization ratio of no greater than 0.65 to 1.00. This ratio represents the ratio of (a) net debt (calculated as total face value of debt plus outstanding letters of credit less cash and cash equivalents) divided by (b) the sum of net debt plus total shareholders' equity (i) plus, to the extent resulting in a reduction of total shareholders’ equity, the amount of any non-cash impairment charges incurred, net of any tax effect, after June 30, 2014 and (ii) plus (to the extent resulting in a reduction of total shareholders’ equity) or minus (to the extent resulting in an increase of total shareholders’ equity), as applicable, the amount of the non-cash impact of the accounting treatment for the Redemption Agreement described in Note 8. Commitments and Contingencies, which amount shall be further adjusted, (x) if the Redemption Agreement is amended without the lenders consent and has the effect of materially increasing the scope of the Company's obligations beyond the last form of the Redemption Agreement that was approved by the lenders and (y) to reflect the impact of any cash payments actually made under the agreement. The Company was in compliance with the credit facility covenants at March 31, 2025.

Senior Notes

The following table summarizes the face values, maturity dates, semi-annual interest payment dates, and optional redemption periods related to the Company’s outstanding senior note obligations at March 31, 2025.

 

 

2026 Notes

 

 

2028 Notes

 

 

2031 Notes

 

 

2032 Notes

 

 

2044 Notes

 

Face value (in thousands)

 

$

800,000

 

 

$

1,000,000

 

 

$

1,500,000

 

 

$

800,000

 

 

$

700,000

 

Maturity date

 

November 15, 2026

 

 

January 15, 2028

 

 

January 15, 2031

 

 

April 1, 2032

 

 

June 1, 2044

 

Interest payment dates

 

May 15, Nov 15

 

 

Jan 15, July 15

 

 

Jan 15, Jul 15

 

 

April 1, Oct 1

 

 

June 1, Dec 1

 

Make-whole redemption period (1)

 

Nov 15, 2023

 

 

Oct 15, 2027

 

 

Jul 15, 2030

 

 

January 1. 2032

 

 

Dec 1, 2043

 

 

(1)
At any time prior to the indicated dates, the Company has the option to redeem all or a portion of its senior notes of the applicable series at the “make-whole” redemption amounts specified in the respective senior note indentures plus any accrued and unpaid interest to the date of redemption. On or after the indicated dates, the Company may redeem all or a portion of its senior notes at a redemption amount equal to 100% of the principal amount of the senior notes being redeemed plus any accrued and unpaid interest to the date of redemption.

The Company’s senior notes are not subject to any mandatory redemption or sinking fund requirements.

The indentures governing the Company’s senior notes contain covenants that, among other things, limit the Company’s ability to create liens securing certain indebtedness, enter into certain sale-leaseback transactions, or consolidate, merge or transfer certain assets. These covenants are subject to a number of important exceptions and qualifications. The Company was in compliance with these covenants at March 31, 2025.

The senior notes are obligations of Continental Resources, Inc. Additionally, certain of the Company’s wholly-owned consolidated subsidiaries (Banner Pipeline Company, L.L.C., CLR Asset Holdings, LLC, The Mineral Resources Company, LLC, SCS1 Holdings LLC, Continental Innovations LLC, Jagged Peak Energy LLC, and Parsley SoDe Water LLC) fully and unconditionally guarantee the senior notes on a joint and several basis. The financial information of the guarantor group is not materially different from the consolidated financial statements of the Company. The Company’s other subsidiaries, whose assets, equity, and results of operations attributable to the Company are not material, do not guarantee the senior notes.

10


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 8. Commitments and Contingencies

Transportation, gathering, and processing commitments

The Company has entered into transportation, gathering, and processing commitments to guarantee capacity on crude oil and natural gas pipelines and natural gas processing facilities. Certain of the commitments, which have varying terms extending as far as 2031, require the Company to pay per-unit transportation, gathering, or processing charges regardless of the amount of capacity used. Future commitments remaining as of March 31, 2025 under the arrangements amount to approximately $727 million, of which $228 million is expected to be incurred in the remainder of 2025, $218 million in 2026, $203 million in 2027, $70 million in 2028, $3 million in 2029, and $5 million thereafter. A portion of these future costs will be borne by other interest owners. The Company is not committed under the above contracts to deliver fixed and determinable quantities of crude oil or natural gas in the future. These commitments do not qualify as leases under ASC Topic 842 and are not recognized on the Company's balance sheet.

Litigation pertaining to 2022 take-private transaction

In April 2023, three separate putative class action lawsuits were consolidated under the caption In re Continental Resources, Inc. Shareholder Litigation, Case No. CJ-2022-4162, in the District Court of Oklahoma County, Oklahoma (the “Consolidated Action”). In the Consolidated Action, the plaintiffs, on behalf of themselves and all other similarly situated former shareholders of the Company, allege that Mr. Hamm, certain trusts established for the benefit of Mr. Hamm and/or his family members, and the Company’s other directors breached their fiduciary duties in connection with the 2022 take-private transaction and seek: (i) monetary damages; (ii) the costs and expenses associated with the lawsuits; and (iii) other equitable relief. The defendants continue to vigorously defend themselves against these claims.

In January 2023, FourWorld Deep Value Opportunities Fund I, LLC, FourWorld Event Opportunities, LP, FW Deep Value Opportunities I, LLC, FourWorld Global Opportunities Fund, Ltd., FourWorld Special Opportunities Fund, LLC, Corbin ERISA Opportunity Fund Ltd., and Quadre Investments, L.P. (collectively, “FourWorld”), all former shareholders of the Company, filed a petition in the District Court of Oklahoma County, Oklahoma, seeking appraisal of their respective shares of the Company’s common stock in connection with the 2022 take-private transaction. In April 2024, Quadre Investments, L.P. filed a voluntary dismissal with prejudice. The Company continues to vigorously defend itself against these claims.

Stock Redemption Agreement

In 2024, Continental entered into a Redemption Agreement with Mr. Hamm and certain members of his family whereby, following Mr. Hamm’s passing, his estate may, but is not obligated to, elect from time-to-time to require Continental to redeem sufficient shares to enable the estate to fund the payment of estate taxes and interest as they become due. Mr. Hamm’s potential estate tax liability is expected to be primarily based on the fair market value his estate assigns to his Continental stock at the time of passing. The agreement contemplates that the estate will defer and pay the potential estate taxes and related interest in installments over a period of up to 14 years as permitted by the Internal Revenue Code. Assuming the estate elects to exercise its redemption rights, Continental’s potential obligations are expected to occur over the same 14 year period in conjunction with the estate’s installment payments. The future value of Continental, the future tax laws and resulting estate tax liability, the timing of any redemptions, and the potential number and value of shares Continental may be required to redeem under the agreement are unknown and subject to numerous uncertainties and cannot be reasonably quantified. There have been no share repurchases or settlements under the agreement since its inception.

Note 9. Incentive Compensation

The Company has granted incentive compensation awards to employees pursuant to the Continental Resources, Inc. 2022 Long-Term Incentive Plan (“2022 Plan”). Awards granted prior to 2024 generally vest after three years of employee service. Awards granted in 2024 and thereafter generally vest annually, in one-third increments, over three years of employee service. The Company intends to

11


Continental Resources, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

settle all outstanding incentive awards vesting in the future in cash and, thus, the awards are classified as liability awards pursuant to ASC Topic 718, Compensation—Stock Compensation.

At March 31, 2025, the Company had recorded a current liability of $45.1 million and a non-current liability of $6.5 million in the captions “Current portion of incentive compensation liability” and “Incentive compensation liability, noncurrent,” respectively, in the condensed consolidated balance sheets associated with the awards. Such amounts reflect the Company’s estimate of expected future cash payments multiplied by the percentage of requisite service periods that employees have completed as of March 31, 2025. The Company’s compensation expense associated with such awards, which is included in the caption “General and administrative expenses” in the condensed consolidated statements of income, was $23.4 million and $32.5 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $115.5 million of unrecognized liabilities and compensation expense related to unvested awards, which are expected to be recognized over a weighted average period of 1.6 years.

The Company’s incentive compensation liability will be remeasured each reporting period leading up to the applicable award vesting dates to reflect additional service rendered by employees and to reflect changes in expected cash payments arising from underlying changes in the value of the Company based on independent third party appraisals. Changes in the liability will be recorded as increases or decreases to compensation expense. The Company has estimated the number of forfeitures expected to occur in determining the amount of liability and expense to recognize.

12


 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this report and our historical consolidated financial statements and notes included in our Form 10-K for the year ended December 31, 2024.

The following discussion and analysis includes forward-looking statements and should be read in conjunction with the risk factors described in Part II, Item 1A. Risk Factors included in this report, if any, and in our Form 10-K for the year ended December 31, 2024, along with Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 at the beginning of this report, for information about the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.

Overview

We are an independent crude oil and natural gas company engaged in the exploration, development, management, and production of crude oil and natural gas and associated products with properties primarily located in four leading basins in the United States – the Bakken field of North Dakota and Montana, the Anadarko Basin of Oklahoma, the Permian Basin of Texas, and the Powder River Basin of Wyoming. Additionally, we pursue the acquisition and management of perpetually owned minerals located in certain of our key operating areas. We derive the majority of our operating income and cash flows from the sale of crude oil, natural gas, and natural gas liquids and expect this to continue in the future. As discussed in Note 1. Organization and Nature of Business—Voluntary Filer in Notes to Unaudited Condensed Consolidated Financial Statements, Continental Resources, Inc. is a privately held corporation and has no publicly available common shares outstanding.

First Quarter 2025 Financial and Operating Metrics

Commodity prices have remained volatile due to various factors. Average NYMEX oil prices for the three months ended March 31, 2025 and 2024 were $71.33 and $77.04, respectively. Average NYMEX natural gas prices for the three months ended March 31, 2025 and 2024 were $3.66 and $2.23, respectively. Crude oil prices have decreased subsequent to March 31, 2025, averaging $62.96 per barrel for the month of April 2025. The following table contains financial and operating metrics for the first quarter periods of 2025 and 2024. Average sales prices exclude any effect of derivative transactions. Per-unit expenses have been calculated using sales volumes.

 

 

Three months ended March 31,

 

 

2025

 

 

2024

 

Average daily production:

 

 

 

 

 

 

Crude oil (Bbl per day)

 

 

236,421

 

 

 

237,908

 

Natural gas (Mcf per day) (1)

 

 

1,156,581

 

 

 

1,204,433

 

Crude oil equivalents (Boe per day)

 

 

429,185

 

 

 

438,647

 

Average sales prices:

 

 

 

 

 

 

Crude oil ($/Bbl)

 

$

70.26

 

 

$

75.96

 

Natural gas ($/Mcf) (1)

 

$

3.88

 

 

$

2.51

 

Production expenses ($/Boe)

 

$

5.18

 

 

$

4.74

 

Production and ad valorem taxes (% of net crude oil and natural gas sales)

 

 

7.5

%

 

 

8.2

%

Depreciation, depletion, amortization and accretion ($/Boe)

 

$

15.94

 

 

$

15.90

 

Total general and administrative expenses ($/Boe)

 

$

1.74

 

 

$

2.07

 

 

(1)
Natural gas production volumes, sales volumes, and sales prices presented throughout management’s discussion and analysis reflect the combined value for natural gas and natural gas liquids.

13


 

Three months ended March 31, 2025 compared to the three months ended March 31, 2024

Results of Operations

The following table presents selected financial and operating information for the periods presented.

 

 

Three months ended March 31,

 

In thousands

 

2025

 

 

2024

 

Crude oil, natural gas, and natural gas liquids sales

 

$

1,890,207

 

 

$

1,909,843

 

Gain (loss) on derivative instruments, net

 

 

(316,002

)

 

 

(113,194

)

Crude oil and natural gas service operations

 

 

36,248

 

 

 

23,895

 

Total revenues

 

 

1,610,453

 

 

 

1,820,544

 

Operating costs and expenses

 

 

(1,140,936

)

 

 

(1,201,340

)

Other expenses, net

 

 

(51,526

)

 

 

(76,657

)

Income before income taxes

 

 

417,991

 

 

 

542,547

 

Provision for income taxes

 

 

(86,380

)

 

 

(114,054

)

Income before equity in net loss of affiliate

 

 

331,611

 

 

 

428,493

 

Equity in net loss of affiliate

 

 

(12,887

)

 

 

(907

)

Net income

 

 

318,724

 

 

 

427,586

 

Net income attributable to noncontrolling interests

 

 

2,718

 

 

 

464

 

Net income attributable to Continental Resources

 

$

316,006

 

 

$

427,122

 

 

 

 

 

 

 

 

Production volumes:

 

 

 

 

 

 

Crude oil (MBbl)

 

 

21,278

 

 

 

21,650

 

Natural gas (MMcf)

 

 

104,092

 

 

 

109,603

 

Crude oil equivalents (MBoe)

 

 

38,627

 

 

 

39,917

 

Sales volumes:

 

 

 

 

 

 

Crude oil (MBbl)

 

 

21,152

 

 

 

21,524

 

Natural gas (MMcf)

 

 

104,092

 

 

 

109,603

 

Crude oil equivalents (MBoe)

 

 

38,501

 

 

 

39,791

 

 

Production

The following table summarizes the changes in our average daily Boe production by major operating area for the first quarter period.

 

 

 

Three months ended March 31,

 

 

 

 

Boe production per day

 

2025

 

 

2024

 

 

% Change

 

Bakken

 

 

183,879

 

 

 

201,466

 

 

 

(9

)%

Anadarko Basin

 

 

127,879

 

 

 

141,745

 

 

 

(10

)%

Powder River Basin

 

 

27,578

 

 

 

26,539

 

 

 

4

%

Permian Basin

 

 

84,892

 

 

 

63,489

 

 

 

34

%

All other

 

 

4,957

 

 

 

5,408

 

 

 

(8

)%

Total

 

 

429,185

 

 

 

438,647

 

 

 

(2

)%

 

The following table summarizes the changes in our production by product for the first quarter period.

 

 

Three months ended March 31,

 

 

 

 

 

Volume

 

 

2025

 

 

2024

 

 

Volume

 

 

percent

 

 

Volume

 

 

Percent

 

 

Volume

 

 

Percent

 

 

decrease

 

 

decrease

 

Crude oil (MBbl)

 

 

21,278

 

 

 

55

%

 

 

21,650

 

 

 

54

%

 

 

(372

)

 

 

(2

)%

Natural gas (MMcf)

 

 

104,092

 

 

 

45

%

 

 

109,603

 

 

 

46

%

 

 

(5,511

)

 

 

(5

)%

Total (MBoe)

 

 

38,627

 

 

 

100

%

 

 

39,917

 

 

 

100

%

 

 

(1,290

)

 

 

(3

)%

 

The 2% decrease in crude oil production and 5% decrease in natural gas production in the 2025 first quarter compared to the 2024 first quarter were primarily driven by natural declines in production coupled with planned moderation in capital spending, asset divestitures and variation in the timing of new well completions compared to the prior period.

14


 

Revenues

Our revenues consist of sales of crude oil, natural gas, and natural gas liquids, gains and losses resulting from changes in the fair value of our derivative instruments, and revenues associated with crude oil and natural gas service operations.

Crude oil, natural gas, and natural gas liquids sales. Sales totaled $1.89 billion for the first quarter of 2025, a 1% decrease compared to sales of $1.91 billion for the 2024 first quarter due to decreases in sales volumes and crude oil prices, partially offset by an increase in natural gas prices.

Total sales volumes for the first quarter of 2025 decreased 1,290 MBoe, or 3%, compared to the 2024 first quarter primarily due to the previously described decrease in production volumes. For the first quarter of 2025, our crude oil sales volumes decreased 2% and our natural gas sales volumes decreased 5% compared to the 2024 first quarter.

Our crude oil sales prices averaged $70.26 per barrel in the 2025 first quarter compared to $75.96 per barrel for the 2024 first quarter.

Our natural gas sales prices averaged $3.88 per Mcf for the 2025 first quarter compared to $2.51 per Mcf for the 2024 first quarter.

Derivatives. Changes in settled and future commodity prices during the first quarter of 2025 resulted in overall negative revenue adjustments totaling $316.0 million for the period, representing $16.9 million of cash gains more than offset by $332.9 million of unsettled non-cash losses, compared to overall negative revenue adjustments totaling $113.2 million in the first quarter of 2024.

Operating Costs and Expenses

Production Expenses. Production expenses increased $10.7 million, or 6%, to $199.4 million for the first quarter of 2025 compared to $188.7 million for the first quarter of 2024 due to an increase in the number of producing wells from drilling and completion activities and higher workover-related activities aimed at enhancing production from producing properties. Production expenses on a per-Boe basis averaged $5.18 per Boe for the 2025 first quarter compared to $4.74 per Boe for the 2024 first quarter.

Production and Ad Valorem Taxes. Production and ad valorem taxes decreased $11.8 million, or 8%, to $135.3 million for the first quarter of 2025 compared to $147.1 million for the first quarter of 2024 due to the previously described decrease in crude oil, natural gas and NGL sales. Our production taxes as a percentage of net sales averaged 7.5% for the first quarter of 2025, a decrease compared to 8.2% for the first quarter of 2024. This decrease was the result of changes in sales mix of crude oil and natural gas in the Company’s operating areas between periods.

Transportation, gathering, processing, and compression. These charges decreased $29.0 million, or 27%, to $78.9 million for the first quarter of 2025 compared to $107.9 million for the first quarter of 2024 due to changes in marketing terms and arrangements utilized between periods and changes in our working interest share of cost burdens in certain operating areas.

Depreciation, Depletion, Amortization and Accretion. Total DD&A decreased $19.2 million, or 3%, to $613.6 million for the first quarter of 2025 compared to $632.8 million for the first quarter of 2024 due to the previously described 3% decrease in total sales volumes. The following table shows the components of our DD&A on a unit of sales basis for the periods presented.

 

 

Three months ended March 31,

 

$/Boe

 

2025

 

 

2024

 

Crude oil and natural gas

 

$

15.20

 

 

$

15.27

 

Other equipment

 

 

0.58

 

 

 

0.49

 

Asset retirement obligation accretion

 

 

0.16

 

 

 

0.14

 

Depreciation, depletion, amortization and accretion

 

$

15.94

 

 

$

15.90

 

 

General and Administrative Expenses. Total G&A expenses decreased $15.3 million, or 19%, to $67.0 million for the first quarter of 2025 compared to $82.3 million for the first quarter of 2024.

Total G&A expenses include charges for long-term incentive compensation awards of $23.4 million and $32.5 million for the first quarters of 2025 and 2024, respectively. This decrease is primarily due to a decrease in estimated incentive compensation payment

15


 

obligations arising from changes in the value of Company awards as of March 31, 2025 compared to the March 31, 2024 valuation date.

G&A expenses other than incentive compensation awards totaled $43.6 million for the 2025 first quarter, a decrease of $6.2 million compared to $49.8 million for the 2024 first quarter primarily due to changes in the extent of cost recoveries from joint interest owners compared to the prior period.

The following table shows the components of G&A expenses on a unit of sales basis for the periods presented.
 

 

Three months ended March 31,

 

$/Boe

 

2025

 

 

2024

 

General and administrative expenses

 

$

1.13

 

 

$

1.25

 

Long-term incentive compensation awards

 

 

0.61

 

 

 

0.82

 

Total general and administrative expenses

 

$

1.74

 

 

$

2.07

 

Interest Expense. Interest expense decreased $24.7 million, or 31%, to $55.1 million for the first quarter of 2025 compared to $79.8 million for the first quarter of 2024 due to a decrease in our weighted average outstanding debt balance from $6.6 billion for the first quarter of 2024 to $4.9 billion for the first quarter of 2025. This decrease was driven by debt reduction throughout the past year, including the repayment of our $750 million term loan and redemption of our $893 million of 2024 senior notes. Our outstanding debt totaled $4.8 billion at March 31, 2025.

Income Taxes. For the first quarters of 2025 and 2024 we provided for income taxes at a combined federal and state tax rate of 23.5% of our pre-tax income. We recorded an income tax provision of $86.4 million for the 2025 first quarter and an income tax provision of $114.1 million for the 2024 first quarter, which resulted in effective tax rates of 20.7% and 21.0%, respectively, after taking into account the application of statutory tax rates, permanent taxable differences, estimated tax credits, and other items.

Liquidity and Capital Resources

Our primary sources of liquidity have historically been cash flows generated from operating activities, financing provided by our credit facility and the issuance of debt securities. Additionally, asset dispositions and joint development arrangements have provided a source of cash flow for use in reducing debt and enhancing liquidity.

At March 31, 2025, we had $1.8 billion of borrowing availability with no outstanding borrowings under our credit facility, along with $591 million of cash on hand. Our credit facility, which is unsecured and has no borrowing base subject to redetermination, does not mature until October 2029.

Based on our planned capital spending, our forecasted cash flows and projected levels of indebtedness, we expect to maintain compliance with the covenants under our credit facility and senior note indentures. Further, based on current market indications, we expect to meet our contractual cash commitments to third parties as of March 31, 2025, including those subsequently described under the heading Future Capital Requirements, recognizing we may be required to meet such commitments even if our business plan assumptions were to change. We monitor our capital spending closely based on actual and projected cash flows and have the ability to reduce spending or dispose of assets if needed to preserve liquidity and financial flexibility to fund our operations.

Cash Flows

Cash flows from operating activities

Net cash provided by operating activities increased $179.3 million, or 15%, to $1.40 billion for the first quarter of 2025 compared to $1.22 billion for the first quarter of 2024. The increase was driven by a decrease in certain cash operating expenses, which included a $29.1 million decrease in transportation, gathering, processing, and compression expenses and an $11.8 million decrease in production and ad valorem taxes, along with changes in working capital items from period to period. Additionally, our cash payments for incentive compensation decreased $58.7 million and interest paid on outstanding debt decreased $20.8 million. These benefits to operating cash flows were partially offset by a $19.6 million decrease in crude oil, natural gas, and NGL revenues and a $78.3 million decrease in realized cash gains on matured commodity derivatives compared to the prior period.

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Cash flows from investing activities

Net cash used in investing activities totaled $824.2 million for the first quarter of 2025, an increase of $106.4 million, or 15%, from $717.7 million for the first quarter of 2024. Our investing cash flows for first quarter 2025 included $774.6 million of exploration and development costs compared to $663.0 million for first quarter 2024, the increase of which reflects changes in the planned timing of our annual capital spending between periods. For full year 2025 our capital expenditures budget attributable to us is approximately $2.8 billion compared to $3.3 billion of non-acquisition capital spending in full year 2024.

Cash flows from financing activities

Net cash used in financing activities for the first quarter of 2025 totaled $25 million, primarily consisting of $20 million of net repayments on our credit facility.

Net cash used in financing activities for the first quarter of 2024 totaled $311 million, primarily consisting of $210 million of net repayments on our credit facility and a $100 million repayment of our $750 million term loan.

Future Sources of Financing

Although we cannot provide any assurance, we believe funds from operating cash flows, our cash balance, and availability under our credit facility should be sufficient to meet our normal operating needs, debt service obligations, budgeted capital expenditures, and cash payments for income taxes for at least the next 12 months and to meet our contractual cash commitments to third parties described under the heading Future Capital Requirements beyond 12 months.

Based on current market indications supported by cash flow protection provided by our hedge portfolio against commodity price declines, our budgeted capital spending plans for 2025 are expected to be funded from operating cash flows. Any deficiencies in operating cash flows relative to budgeted spending are expected to be funded by our cash balance and borrowings under our credit facility. If cash flows are materially impacted by declines in commodity prices or an increase in costs resulting from tariffs, we have the ability to reduce our capital expenditures or utilize the availability of our credit facility if needed to fund our operations.

We may choose to access banking or debt capital markets for additional financing or capital to fund our operations or take advantage of business opportunities that may arise. Further, we may sell assets or enter into strategic joint development opportunities in order to obtain funding if such transactions can be executed on satisfactory terms. However, no assurance can be given that such transactions will occur.

Credit facility

We have an unsecured credit facility, maturing in October 2029, with aggregate lender commitments totaling $1.8 billion. The commitments are from a syndicate of 14 banks and financial institutions. We believe each member of the current syndicate has the capability to fund its commitment.

The commitments under our credit facility are not dependent on a borrowing base calculation subject to periodic redetermination based on changes in commodity prices and proved reserves. Additionally, downgrades or other negative rating actions with respect to our credit rating do not trigger a reduction in our current credit facility commitments, nor do such actions trigger a security requirement or change in covenants.

Our credit facility contains restrictive covenants that may limit our ability to, among other things, incur additional indebtedness, incur liens, engage in sale and leaseback transactions, or merge, consolidate or sell all or substantially all of our assets. Our credit facility also contains a requirement that we maintain a consolidated net debt to total capitalization ratio of no greater than 0.65 to 1.00. See Notes to Unaudited Condensed Consolidated Financial Statements–Note 7. Debt for a discussion of how this ratio is calculated pursuant to our credit agreement.

We were in compliance with our credit facility covenants at March 31, 2025 and expect to maintain compliance. At March 31, 2025, our consolidated net debt to total capitalization ratio was 0.23. We do not believe the credit facility covenants are reasonably likely to limit our ability to undertake additional debt financing if needed to support our business.

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Future Capital Requirements

Our material future cash requirements are summarized below. Based on current market indications, we expect to meet our contractual cash commitments to third parties as of March 31, 2025, recognizing we may be required to meet such commitments even if our business plan assumptions were to change.

Senior notes

Our debt includes outstanding senior note obligations totaling $4.8 billion at April 30, 2025, exclusive of interest payment obligations thereon. Our senior notes are not subject to any mandatory redemption or sinking fund requirements. The earliest scheduled senior note maturity is our $800 million of 2026 Notes due in November 2026. For further information on the face values, maturity dates, semi-annual interest payment dates, optional redemption periods and covenant restrictions related to our senior notes, refer to Note 7. Debt in Notes to Unaudited Condensed Consolidated Financial Statements.

We were in compliance with our senior note covenants at March 31, 2025 and expect to maintain compliance. We do not believe the senior note covenants will materially limit our ability to undertake additional debt financing. Downgrades or other negative rating actions with respect to the credit ratings assigned to our senior unsecured debt do not trigger additional senior note covenants.

Credit facility borrowings

As of April 30, 2025, we had no outstanding borrowings on our credit facility. Our credit facility matures in October 2029.

Transportation, gathering, and processing commitments

We have entered into transportation, gathering, and processing commitments to guarantee capacity on crude oil and natural gas pipelines and natural gas processing facilities that require us to pay per-unit charges regardless of the amount of capacity used. Future commitments remaining as of March 31, 2025 under the arrangements amount to approximately $727 million. See Note 8. Commitments and Contingencies in Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Capital expenditures

Our capital expenditures budget for 2025 is expected to be approximately $2.8 billion. Costs of acquisitions and investments are not budgeted, with the exception of planned levels of spending for mineral acquisitions.

For the three months ended March 31, 2025, we invested $755.1 million in our capital program excluding $2.7 million of mineral acquisitions attributable to Franco-Nevada.

Our drilling and completion activities and the actual amount and timing of our capital expenditures may differ materially from our budget as a result of, among other things, available cash flows, unbudgeted acquisitions, actual drilling and completion results, operational process improvements, the availability of drilling and completion rigs and other services and equipment, cost inflation, the impact of tariffs or trade restrictions, the availability of transportation, gathering and processing capacity, changes in commodity prices, and regulatory, technological and competitive developments. We monitor our capital spending closely based on actual and projected cash flows and may adjust our spending should commodity prices materially change from current levels. We expect to continue participating as a buyer of properties when and if we have the ability to increase our position in strategic plays at attractive terms.

Stock redemption agreement

See Note 8. Commitments and ContingenciesStock Redemption Agreement in Notes to Unaudited Condensed Consolidated Financial Statements.

Critical Accounting Policies and Estimates

There have been no changes in our critical accounting policies and estimates from those disclosed in our 2024 Form 10-K.

18


 

Inflation

Inflationary pressures experienced in recent years may persist or worsen in 2025. Some of the underlying factors impacting inflation may include, but are not limited to, global supply chain disruptions, trade restrictions or other governmental actions related to tariffs or trade policies, shipping bottlenecks, labor market constraints, increased competition for goods and services, and side effects from monetary and fiscal policies. It is uncertain at this time to what extent recent changes in trade restrictions and tariffs will have on our business. Tariffs on foreign goods and services could result in reciprocal tariffs on U.S. goods and services, which could impact the demand for and price of crude oil, natural gas, and natural gas liquids and increase inflationary pressures on, or impact the availability of, certain supplies, equipment and materials that we use to conduct our business. If inflationary pressures persist or worsen, we may incur additional costs for equipment and materials and from service providers. Our budgeted expenditures include an estimate for the potential impact of cost inflation and increased costs resulting from tariffs and, despite inflationary pressures, we expect to continue generating significant amounts of free cash flow at current commodity price levels.

 

19


 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

General. We are exposed to a variety of market risks including commodity price risk, credit risk, and interest rate risk. We seek to address these risks through a program of risk management which may include the use of derivative instruments.

Commodity Price Risk. Our primary market risk exposure is in the prices we receive from sales of crude oil, natural gas, and natural gas liquids. Realized pricing is primarily driven by the prevailing worldwide price for crude oil and spot market prices applicable to our natural gas and natural gas liquids production. Commodity prices have been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control, including differences between product prices at sales points and the applicable index prices. Based on our average daily production for three months ended March 31, 2025, and excluding the effect of derivative instruments in place, our annual revenue would increase or decrease by approximately $863 million for each $10.00 per barrel change in crude oil prices at March 31, 2025 and $422 million for each $1.00 per Mcf change in natural gas prices at March 31, 2025.

To reduce price risk caused by market fluctuations in commodity prices, from time to time we economically hedge a portion of our anticipated production as part of our risk management program. In addition, we may utilize basis contracts to hedge the differential between derivative contract index prices and those of our physical pricing points. Reducing our exposure to price volatility helps secure funds to be used for our capital program and general corporate purposes. Our decision on the quantity and price at which we choose to hedge our production is based in part on our view of current and future market conditions. We may choose not to hedge future production if the price environment for certain time periods is deemed to be unfavorable. Additionally, we may choose to settle existing derivative positions prior to the expiration of their contractual maturities. While hedging, if utilized, limits the downside risk of adverse price movements, it also limits future revenues from upward price movements.

The fair value of our derivative instruments at March 31, 2025 was a net liability of $175.3 million, which is comprised of a $134.6 million net liability associated with our natural gas derivatives and a $40.7 million net liability associated with our crude oil derivatives. The following table shows how a hypothetical +/- 10% change in the underlying forward prices used to calculate the fair value of our derivatives would impact the fair value estimates as of March 31, 2025.

 

 

 

 

Hypothetical Fair Value

 

In thousands

 

Change in Forward Price

 

Asset (Liability)

 

Crude Oil

 

-10%

 

$

227,196

 

Crude Oil

 

+10%

 

$

(323,579

)

Natural Gas

 

-10%

 

$

138,526

 

Natural Gas

 

+10%

 

$

(405,863

)

 

Changes in the fair value of our derivatives from the above price sensitivities would produce a corresponding change in our total revenues.

Credit Risk. We monitor our risk of loss due to non-performance by counterparties of their contractual obligations. Our principal exposure to credit risk is through the sale of our production, which we market to energy marketing companies, crude oil refining companies, and natural gas gathering and processing companies ($1.1 billion in receivables at March 31, 2025), and our joint interest and other receivables ($368 million at March 31, 2025).

 

We monitor our exposure to counterparties on our commodity sales primarily by reviewing credit ratings, financial statements and payment history. We extend credit terms based on our evaluation of each counterparty’s credit worthiness. We have not generally required our counterparties to provide collateral to secure commodity sales receivables owed to us. Historically, our credit losses on commodity sales receivables have been immaterial.

Joint interest receivables arise from billing the individuals and entities who own a partial interest in the wells we operate. These individuals and entities participate in our wells primarily based on their ownership in leases included in units on which we wish to drill. We can do very little to choose who participates in our wells. In order to minimize our exposure to this credit risk we generally request prepayment of drilling costs where it is allowed by contract or state law. For such prepayments, a liability is recorded and subsequently reduced as the associated work is performed. This liability was $49.8 million at March 31, 2025, which will be used to

20


 

offset future capital costs when billed. In this manner, we reduce credit risk. We may have the right to place a lien on a co-owner's interest in the well, to net production proceeds against amounts owed in order to secure payment or, if necessary, foreclose on the interest. Historically, our credit losses on joint interest receivables have been immaterial.

Interest Rate Risk. Our exposure to changes in interest rates relates primarily to variable-rate borrowings we have outstanding from time to time under our credit facility. Credit facility borrowings bear interest at market-based interest rates plus a margin based on the terms of the borrowing and the credit ratings assigned to our senior, unsecured, long-term indebtedness. All of our other long-term indebtedness is fixed rate and does not expose us to the risk of cash flow loss due to changes in market interest rates.

We had no variable rate borrowings outstanding on our credit facility at April 30, 2025.

We manage our interest rate exposure by monitoring both the effects of market changes in interest rates and the proportion of our debt portfolio that is variable-rate versus fixed-rate debt. We may utilize interest rate derivatives to alter interest rate exposure in an attempt to reduce interest rate expense related to existing debt issues. Interest rate derivatives may be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio. We currently have no interest rate derivatives.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls and procedures were effective as of March 31, 2025 to ensure information required to be disclosed in the reports it files and submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and information required to be disclosed under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2025, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Controls and Procedures

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 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 risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control will provide only reasonable assurance that the objectives of the internal control system are met.

21


 

PART II. Other Information

ITEM 1. Legal Proceedings

We are involved in various legal proceedings including, but not limited to, commercial disputes, claims from royalty and surface owners, property damage claims, claims made by former shareholders in connection with our take-private transaction, antitrust claims related to the market price of hydrocarbons, personal injury claims, regulatory compliance matters, disputes with tax authorities and other matters. While the outcome of these legal matters cannot be predicted with certainty, we do not expect them to have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A. Risk Factors in our 2024 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in this Form 10-Q, if any, and in our 2024 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

There have been no material changes in our risk factors from those disclosed in our 2024 Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

 

ITEM 3. Defaults Upon Senior Securities

Not applicable.

 

ITEM 4. Mine Safety Disclosures

Not applicable.

 

ITEM 5. Other Information

Not applicable.

22


 

ITEM 6. Exhibits

The exhibits required to be filed pursuant to Item 601 of Regulation S-K are set forth below.

3.1

 

Conformed version of Seventh Amended and Restated Certificate of Incorporation of Continental Resources, Inc. filed as Exhibit 3.1 to the Company's Form 10-K for the year ended December 31, 2024 (Commission File No. 001-32886) filed February 24, 2025 and incorporated herein by reference.

 

 

 

3.2

 

Sixth Amended and Restated Bylaws of Continental Resources, Inc. filed as Exhibit 3.2 to the Company’s Form 10-Q for the quarter ended September 30, 2024 (Commission File No. 001-32886) filed November 12, 2024 and incorporated herein by reference.

 

 

 

31.1*

 

Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. Section 7241).

 

 

 

31.2*

 

Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. Section 7241).

 

 

 

101.INS*

 

Inline XBRL Instance Document - the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

23


 

SIGNATURE

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

 

 

 

CONTINENTAL RESOURCES, INC.

 

 

 

 

 

Date:

May 2, 2025

By:

/s/ John D. Hart

 

 

 

John D. Hart

 

 

 

Chief Financial Officer and Executive Vice President of Strategic Planning

(Duly Authorized Officer and Principal Financial Officer)

 

24