Nov. 5, 2020, 6:21 a.m. EST


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        Item 2. - Management's Discussion and Analysis of Financial Condition and
        Results of Operations
        The following discussion and analysis of our financial condition and results of
        operations should be read in conjunction with "Management's Discussion and
        Analysis of Financial Condition and Results of Operations" contained in our
        Annual Report on Form 10-K for the year ended December 31, 2019 ("2019 Annual
        Report"), as well as the unaudited condensed consolidated financial statements
        and notes thereto included in this Quarterly Report on Form 10-Q.
        This Quarterly Report on Form 10-Q contains forward-looking statements within
        the meaning of Section 27A of the Securities Act of 1933, as amended (the
        "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"). These forward-looking statements are subject to a
        number of risks and uncertainties, many of which are beyond our control. All
        statements, other than statements of historical fact included in this Quarterly
        Report on Form 10-Q, regarding our strategic tactics, future operations,
        financial position, estimated revenues and losses, projected costs, prospects,
        plans and objectives of management are forward-looking statements. When used in
        this Quarterly Report on Form 10-Q, the words "could," "believe," "anticipate,"
        "intend," "estimate," "expect," "may," "continue," "predict," "potential,"
        "project" and similar expressions are intended to identify forward-looking
        statements, although not all forward-looking statements contain such identifying
        words. Our forward-looking statements address the various risks and
        uncertainties associated with the extraordinary market environment and impacts
        resulting from the novel coronavirus 2019 ("COVID-19") pandemic and the actions
        of foreign oil producers (most notably Saudi Arabia and Russia) to increase
        crude oil production and the expected impact on our businesses, operations,
        earnings and results. Our actual results could be affected by the risks and
        uncertainties related to our ability to implement strategies to reduce costs,
        increase operational efficiencies and lower our capital spending in connection
        with the COVID-19 pandemic; and the ability and willingness of members of the
        Organization of Petroleum Exporting Countries ("OPEC") along with non-OPEC
        oil-producing countries to agree to and maintain oil price and production
        controls. In addition, our actual results could be affected by the risks and
        uncertainties relating to our bankruptcy filing, including, but not limited to,
        the ability to confirm and consummate a plan of reorganization in accordance
        with the terms of the RSA (as defined below); risks attendant to the bankruptcy
        process, including our ability to obtain court approvals with respect to motions
        filed or other requests made to the Bankruptcy Court (as defined below)
        throughout the course of the Chapter 11 Cases (as defined below), the outcomes
        of court rulings and the Chapter 11 Cases in general and the length of time that
        we may be required to operate in bankruptcy; the outcome of all other pending
        litigation; the effects of the Chapter 11 Cases, including increased legal and
        other professional costs necessary to execute our reorganization, on our
        liquidity (including the availability of operating capital during the pendency
        of the Chapter 11 Cases), results of operations or business prospects; the
        effectiveness of the overall restructuring activities pursuant to the Chapter 11
        Cases and any additional strategies that we may employ to address our liquidity
        and capital resources; the actions and decisions of creditors, regulators and
        other third parties that have an interest in the Chapter 11 Cases, which may
        interfere with the ability to confirm and consummate the prepackaged Plan (as
        defined below); the Plan may not become effective; our ability to satisfy the
        conditions and milestones set forth in the RSA; our ability to maintain
        relationships with suppliers, customers, employees and other third parties as a
        result of the Chapter 11 Cases; our ability to enter into commodity derivatives
        for future production on favorable terms; restrictions on us due to the terms of
        any debtor-in-possession credit facility that we will enter into in connection
        with the Chapter 11 Cases, including the DIP Facility (as defined below), and
        restrictions imposed by the applicable courts; our ability to achieve our
        forecasted revenue and pro forma leverage ratio and generate free cash flow to
        further reduce our indebtedness; the effects of the Chapter 11 Cases on the
        interests of various constituents; conditions to which any debtor-in-possession
        financing, including the DIP Facility, is subject and the risk that these
        conditions may not be satisfied for various reasons, including for reasons
        outside our control. In particular, the factors discussed below and detailed
        under Part II, Item 1A. "Risk Factors" in our 2019 Annual Report could affect
        our actual results and cause our actual results to differ materially from
        expectations, estimates, or assumptions expressed in, forecasted in, or implied
        in such forward-looking statements.
        Forward-looking statements may include statements about:
         uncertainties relating to our Chapter 11 Cases, including but not limited to:
        our ability to obtain Bankruptcy Court approval with respect to motions in the
        Chapter 11 Cases; the effects of the Chapter 11 Cases on us and our various
        constituents; the impact of Bankruptcy Court rulings in the Chapter 11 Cases;
        our ability to develop and implement the Plan and whether that Plan will be
        approved by the Bankruptcy Court and the ultimate outcome of the Chapter 11
        Cases in general; the length of time we will operate under the Chapter 11 Cases;
        attendant risks associated with restrictions on our ability to pursue our
        business strategies; risks associated with third-party motions in the Chapter 11
        Cases; the potential adverse effects of the Chapter 11 Cases on our liquidity;
        the potential cancellation of our common stock in the Chapter 11 Cases; the
        potential material adverse effect of claims that are not discharged in the
        Chapter 11 Cases; uncertainty regarding our ability to retain key personnel; and
        uncertainty and continuing risks associated with our ability to achieve our
        stated goals and continue as a going concern;

Nov 05, 2020


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