Whiting Petroleum Corporation was a company engaged in hydrocarbon exploration primarily in the Bakken Formation and Three Forks Shale. It was organized in Delaware with its operational headquarters in Denver, Colorado. As of December 31, 2021, the company had approximately 326.0 million barrels of oil equivalent (1.994×109 GJ) in proved reserves, of which 58% was petroleum, 20% was natural gas liquids, and 22% was natural gas.3 Its revenue was $3.6 billion in 2022.1 Its shares trade on Nasdaq under the symbol CHRD.1Wikipedia text CC BY-SA 4.0
Whiting Petroleum Corporation was a company engaged in hydrocarbon exploration primarily in the Bakken Formation and Three Forks Shale. It was organized in Delaware with its operational headquarters in Denver, Colorado.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Revenue910118$4.9B in 2025+153% since 2019Operating income910118$197.4M in 2025Net income910118$44.5M in 2025
Revenue1213$2.2B in Q2 FY2026+30% since Q1 FY2026Operating income1213$602.7M in Q2 FY2026+81% since Q1 FY2026Net income1213$525.2M in Q2 FY2026+384% since Q1 FY2026
Every line of the income statement as filed: the last 3 fiscal years, latest first.8
Period ending
2025-12-31
2024-12-31
2023-12-31
Total revenues
$4.9B
$5.3B
$3.9B
Lease operating expenses
$982.6M
$824.4M
$658.9M
Gathering, processing and transportation expenses
$290.9M
$267.6M
$180.2M
Purchased oil and gas expenses
$975.1M
$1.4B
$761.3M
Production taxes
$291.9M
$333.4M
$260.0M
Depreciation, depletion and amortization
$1.5B
$1.1B
$598.6M
General and administrative expenses
$126.3M
$205.6M
$126.3M
Impairment and exploration
$551.4M
$17.0M
$35.3M
Total operating expenses
$4.7B
$4.2B
$2.6B
Gain (loss) on sale of assets, net
$8.7M
$17.1M
-$2.8M
Operating income
$197.4M
$1.1B
$1.3B
Net gain on derivative instruments
$127.6M
$12.6M
$63.2M
Net gain (loss) from investment in equity securities
-$13.0M
$51.3M
$21.3M
Interest expense, net of capitalized interest
-$80.2M
-$56.5M
-$28.6M
Loss on debt extinguishment
-$3.5M
$0
$0
Other income, net
$15.0M
$5.0M
$10.0M
Total other income, net
$46.1M
$12.4M
$65.8M
Income before income taxes
$243.5M
$1.1B
$1.3B
Income tax expense
-$199.0M
-$263.8M
-$315.2M
Net income
$44.5M
$848.6M
$1.0B
Basic (in dollars per share)
$0.74
$16.32
$24.59
Diluted (in dollars per share)
$0.74
$16.02
$23.51
Basic (in shares)
57.8M shares
51.8M shares
41.5M shares
Diluted (in shares)
57.9M shares
52.7M shares
43.4M shares
No quarter-by-quarter statement was filed.
Total assets1491510118$13.1B in 2025+74% since 2019Total liabilities1491510118$5.0B in 2025+36% since 2019Shareholders’ equity149158$8.1B in 2025+122% since 2019Cash1491510118$189.5M in 2025+847% since 2019Long-term debt1491510118$1.5B in 2025−45% since 2019
Total assets1213$13.7B in Q2 FY2026+5% since Q1 FY2025Total liabilities1213$5.4B in Q2 FY2026+7% since Q1 FY2025Shareholders’ equity1213$8.4B in Q2 FY2026+3% since Q1 FY2025Cash1213$611.6M in Q2 FY2026+223% since Q1 FY2025Long-term debt1213$1.5B in Q2 FY2026+0% since Q1 FY2025
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 7 quarters (quarterly), latest first.8
Period ending
2025-12-31
2025-06-30
2024-12-31
2024-04-30
2024-02-29
Cash and cash equivalents
$189.5M
$37.0M
Accounts receivable, net
$1.1B
$1.3B
Inventory
$115.7M
$94.3M
Prepaid expenses
$33.8M
$30.9M
Derivative instruments
$77.3M
$35.9M
Other current assets
$5.1M
$82.1M
Total current assets
$1.5B
$1.6B
Oil and gas properties (successful efforts method)
$14.8B
$12.8B
Other property and equipment
$60.4M
$58.2M
Less: accumulated depreciation, depletion and amortization
-$3.6B
-$2.1B
Total property, plant and equipment, net
$11.3B
$10.7B
Derivative instruments
$8.4M
$5.6M
Investment in equity securities
$119.7M
$142.2M
Long-term inventory
$30.8M
$26.0M
Operating right-of-use assets
$12.7M
$38.0M
Goodwill
$0
$0
$530.6M
Other assets
$28.1M
$24.3M
Total assets
$13.1B
$13.0B
Accounts payable
$41.8M
$68.8M
Revenues and production taxes payable
$618.3M
$752.7M
Accrued liabilities
$735.4M
$732.3M
Accrued interest payable
$28.6M
$4.7M
Derivative instruments
$0
$1.2M
Current operating lease liabilities
$14.7M
$37.6M
Other current liabilities
$11.9M
$86.6M
Total current liabilities
$1.5B
$1.7B
Long-term debt
$1.5B
$842.6M
Deferred tax liabilities
$1.6B
$1.5B
Asset retirement obligations
$432.8M
$282.4M
Derivative instruments
$0
$1.0M
Operating lease liabilities
$10.5M
$15.2M
Other liabilities
$5.0M
$8.2M
Total liabilities
$5.0B
$4.3B
Common stock, $0.01 par value: 240,000,000 shares authorized, 67,150,747 shares issued and 56,762,243 shares outstanding at December 31, 2025; and 240,000,000 shares authorized, 66,967,779 shares issued and 60,070,893 shares outstanding at December 31, 2024
$675.0K
$673.0K
Treasury stock, at cost: 10,388,504 shares at December 31, 2025 and 6,896,886 shares at December 31, 2024
-$1.3B
-$936.2M
Additional paid-in capital
$7.3B
$7.3B
Retained earnings
$2.0B
$2.3B
Total stockholders equity
$8.1B
$8.7B
Total liabilities and stockholders equity
$13.1B
$13.0B
Common stock, par value (in usd per share)
$0.01
$0.01
$0.01
Common stock, shares authorized (in shares)
240.0M shares
240.0M shares
120.0M shares
Common stock, shares issued (in shares)
67.2M shares
67.0M shares
Common stock, shares outstanding (in shares)
56.8M shares
60.1M shares
Treasury stock, shares (in shares)
10.4M shares
6.9M shares
Period ending
2025-12-31
2025-06-30
2024-12-31
2024-04-30
2024-02-29
2023-12-31
2022-12-31
Cash and cash equivalents
$189.5M
$37.0M
Accounts receivable, net
$1.1B
$1.3B
Inventory
$115.7M
$94.3M
Prepaid expenses
$33.8M
$30.9M
Derivative instruments
$77.3M
$35.9M
Other current assets
$5.1M
$82.1M
Total current assets
$1.5B
$1.6B
Oil and gas properties (successful efforts method)
$14.8B
$12.8B
Other property and equipment
$60.4M
$58.2M
Less: accumulated depreciation, depletion and amortization
-$3.6B
-$2.1B
Total property, plant and equipment, net
$11.3B
$10.7B
Derivative instruments
$8.4M
$5.6M
Investment in equity securities
$119.7M
$142.2M
Long-term inventory
$30.8M
$26.0M
Operating right-of-use assets
$12.7M
$38.0M
Goodwill
$0
$0
$530.6M
Other assets
$28.1M
$24.3M
Total assets
$13.1B
$13.0B
Accounts payable
$41.8M
$68.8M
Revenues and production taxes payable
$618.3M
$752.7M
Accrued liabilities
$735.4M
$732.3M
Accrued interest payable
$28.6M
$4.7M
Derivative instruments
$0
$1.2M
Current operating lease liabilities
$14.7M
$37.6M
Other current liabilities
$11.9M
$86.6M
Total current liabilities
$1.5B
$1.7B
Long-term debt
$1.5B
$842.6M
Deferred tax liabilities
$1.6B
$1.5B
Asset retirement obligations
$432.8M
$282.4M
Derivative instruments
$0
$1.0M
Operating lease liabilities
$10.5M
$15.2M
Other liabilities
$5.0M
$8.2M
Total liabilities
$5.0B
$4.3B
Common stock, $0.01 par value: 240,000,000 shares authorized, 67,150,747 shares issued and 56,762,243 shares outstanding at December 31, 2025; and 240,000,000 shares authorized, 66,967,779 shares issued and 60,070,893 shares outstanding at December 31, 2024
$675.0K
$673.0K
Treasury stock, at cost: 10,388,504 shares at December 31, 2025 and 6,896,886 shares at December 31, 2024
-$1.3B
-$936.2M
Additional paid-in capital
$7.3B
$7.3B
Retained earnings
$2.0B
$2.3B
Total stockholders equity
$8.1B
$8.7B
$5.1B
$4.7B
Total liabilities and stockholders equity
$13.1B
$13.0B
Common stock, par value (in usd per share)
$0.01
$0.01
$0.01
Common stock, shares authorized (in shares)
240.0M shares
240.0M shares
120.0M shares
Common stock, shares issued (in shares)
67.2M shares
67.0M shares
Common stock, shares outstanding (in shares)
56.8M shares
60.1M shares
Treasury stock, shares (in shares)
10.4M shares
6.9M shares
Cash from operations910118$2.0B in 2025+129% since 2019Dividends paid910118$317.8M in 2025Share buybacks10118$364.9M in 2025+265% since 2021
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.8
Period ending
2025-12-31
2024-12-31
2023-12-31
Net income
$44.5M
$848.6M
$1.0B
Depreciation, depletion and amortization
$1.5B
$1.1B
$598.6M
Loss on debt extinguishment
$3.5M
$0
$0
(Gain) loss on sale of assets
-$8.7M
-$17.1M
$2.8M
Impairment
$539.3M
$9.8M
$29.0M
Deferred income taxes
$119.4M
$221.9M
$295.5M
Net (gain) loss from investment in equity securities
$13.0M
-$51.3M
-$21.3M
Net gain on derivative instruments
-$127.6M
-$12.6M
-$63.2M
Equity-based compensation expenses
$25.7M
$23.0M
$46.1M
Deferred financing costs amortization and other
-$31.3M
$1.1M
$505.0K
Change in accounts receivable, net
$181.9M
-$7.7M
-$147.9M
Change in inventory
-$16.8M
-$14.3M
-$12.7M
Change in prepaid expenses
-$3.2M
$10.8M
-$1.2M
Change in accounts payable, interest payable and accrued liabilities
-$165.0M
$30.0M
$78.3M
Change in other assets and liabilities, net
-$4.1M
-$52.9M
-$8.4M
Net cash provided by operating activities
$2.0B
$2.1B
$1.8B
Capital expenditures
-$1.3B
-$1.2B
-$905.7M
Acquisitions, net of cash acquired
-$575.7M
-$655.0M
-$361.6M
Proceeds from divestitures, net of cash divested
$24.8M
$60.7M
$54.4M
Derivative settlements
$56.3M
-$12.7M
-$268.9M
Proceeds from sale of investment in equity securities
$0
$0
$40.6M
Contingent consideration received
$25.0M
$25.0M
$0
Distributions from investment in equity securities
$11.6M
$7.2M
$10.8M
Net cash used in investing activities
-$1.8B
-$1.8B
-$1.4B
Proceeds from revolving credit facility
$3.8B
$3.5B
$260.0M
Principal payments on revolving credit facility
-$4.3B
-$3.1B
-$260.0M
Repurchase of senior unsecured notes
-$401.4M
-$63.0M
$0
Issuance of senior notes
$1.5B
$0
$0
Deferred financing costs
-$29.4M
-$3.3M
$0
Repurchases of common stock
-$364.9M
-$444.2M
-$239.3M
Tax withholding on vesting of equity-based awards
-$22.1M
-$63.4M
-$14.6M
Dividends paid
-$317.8M
-$529.9M
-$500.3M
Payments on finance lease liabilities
-$1.9M
-$1.5M
-$1.7M
Proceeds from warrants exercised
$408.0K
$35.8M
$91.3M
Net cash used in financing activities
-$82.1M
-$624.5M
-$664.7M
Increase (decrease) in cash and cash equivalents
$152.6M
-$281.0M
-$275.2M
Cash paid for interest, net of capitalized interest
$51.7M
$49.5M
$26.4M
Change in accrued capital expenditures
$7.5M
$43.2M
$45.5M
Change in asset retirement obligations
$152.4M
$6.2M
$1.2M
Non-cash consideration exchanged in business combinations
Chord Energy Corporation sits at the top of its group. 22 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Chord Energy Corporation
Sunil Jagwani Filed SCHEDULE 13G/A on Chord Energy Corporation, latest Aug 14, 2026 (2 filings since Dec 1, 2025)
InvescoFiled SCHEDULE 13G on Chord Energy Corporation, latest Aug 13, 2026
Wellington Management CompanyFiled SCHEDULE 13G/A on Chord Energy Corporation, latest Aug 13, 2026 (5 filings since Feb 6, 2023)
FMR LLCFiled SCHEDULE 13G/A on Chord Energy Corporation, latest Aug 6, 2026 (9 filings since Aug 10, 2022)
Spark Canadian Holdings Inc. Subsidiary · Delaware, United States
Tangent Midstream Services LLC Subsidiary · Delaware, United States
Tangent Well Services LLC Subsidiary · Delaware, United States
Whiting Holdings LLC Subsidiary · Delaware, United States
Whiting ND Sakakawea LLC Subsidiary · Delaware, United States
Whiting Oil and Gas Corporation Subsidiary · Delaware, United States
Whiting Programs, Inc. Subsidiary · Delaware, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.
What it owns
What Chord Energy Corporation reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
The company was founded in 1980 by Kenneth R. Whiting and Bert Ladd.
In 1992, Alliant Energy, a Midwest public utility, acquired the company for $27.5 million.
In 2003, the company became a public company via an initial public offering which raised over $400 million. In 2005, the company acquired assets in the North Ward Estes field for $459 million. The property was sold in 2016 for $300 million.
In July 2013, the company sold assets in the Oklahoma Panhandle to BreitBurn Energy Partners for $846 million. In August 2013, the company acquired assets in the Williston Basin for $260 million. In 2014, the company acquired Kodiak Oil & Gas. Kodiak had proven reserves of 167 million barrels of oil equivalent (1.02×109 GJ) and Whiting effectively paid $23.77 per barrel in the ground.
In January 2017, the company sold midstream assets in North Dakota for $375 million. In August 2017, the company sold its assets near the Fort Berthold Indian Reservation in North Dakota for $500 million.
On April 1, 2020, the company filed bankruptcy in the U.S. Bankruptcy Court for the Southern District of Texas. On September 1, 2020, the company emerged from bankruptcy and appointed Lynn A. Peterson as CEO.
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
412 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 63 major events, 201 insider forms, 41 large holders, 87 other. The latest 20:
57 open-market trades by officers, directors and large owners since October 2021: 5 buys and 52 sales. Grants, option exercises and gifts are left out.
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).
SEC filer profile
How Chord Energy Corporation is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).16
Risk factors and legal proceedings
The risks Chord Energy Corporation names in Item 1A of its 10-K filed Feb 26, 2026: 53 risks under these headings, as written.16
Our business involves a high degree of risk. If any of the following risks, or any risk described elsewhere in this Annual Report on Form 10-K, actually occurs, our business, financial condition, results of operations or cash flows could suffer. The risks described below are not the only ones facing us. Additional risks not presently known to us or which we currently consider immaterial also may adversely affect us.
Risks related to the oil and gas industry and our business
Global geopolitical tensions may create heightened volatility in crude oil, NGL and natural gas prices and could adversely affect our business, financial condition and results of operations.
Adverse developments affecting the financial markets, such as bank failures, the potential for the Federal Reserve to increase interest rates or an extended period of elevated interest rates, as well as the potential for a U.S. government shutdown, could adversely affect our current and projected business operations, financial condition, results of operations and liquidity.
A substantial or extended decline in commodity prices, for crude oil and, to a lesser extent, NGL and natural gas, may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.
The ability or willingness of OPEC+ to set and maintain production levels has a significant impact on oil prices.
Drilling for and producing crude oil and natural gas are high-risk activities with many uncertainties that could adversely affect our business, financial condition or results of operations. We use some of the latest available horizontal drilling and completion techniques, which involve risk and uncertainty in their application.
Our estimated net proved reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
If crude oil, NGL and natural gas prices decline, or for an extended period of time remain at depressed levels, we may be required to take write-downs of the carrying values of our oil and gas properties.
The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oilfield services or the unavailability of sufficient transportation for our production could adversely affect our ability to execute our exploration and development plans within our budget and on a timely basis.
Substantially all of our producing properties and operations are located in the Williston Basin, making us vulnerable to risks associated with operating in a concentrated geographic area.
Our operations on the Fort Berthold Indian Reservation of the Three Affiliated Tribes in North Dakota are subject to various federal, state, local and tribal regulations and laws, any of which may increase our costs and have an adverse impact on our ability to effectively conduct our operations.
The other 42 risks
We depend upon a limited number of midstream providers for a large portion of our midstream services, and our failure to obtain and maintain access to the necessary infrastructure from these providers to successfully deliver crude oil, natural gas and NGL to market may adversely affect our earnings, cash flows and results of operations.
Our business depends on third-party transportation and processing facilities and other assets that are owned by third parties.
Limited takeaway capacity can result in significant discounts to our realized prices.
The development of our PUD reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our undeveloped reserves may not be ultimately developed or produced.
Unless we replace our crude oil, NGL and natural gas reserves, our reserves and production will decline, which could adversely affect our business, financial condition and results of operations.
Drilling locations are scheduled to be drilled over several years and may not yield crude oil, NGL or natural gas in commercially viable quantities.
Our potential drilling locations are scheduled to be drilled over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.
Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established on units containing the acreage, the primary term is extended through continuous drilling provisions or the leases are renewed. Failure to drill sufficient wells in order to hold acreage will result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities.
We are not the operator of all of our drilling locations, and, therefore, we may not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets.
Our operations are subject to federal, state (provincial in Canada) and local laws and regulations related to environmental and natural resources protection and occupational health and safety, which may expose us to significant costs and liabilities and may result in increased costs and additional operating restrictions or delays.
Our financial results could be impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
Failure to comply with federal, state and local laws and regulations could adversely affect our ability to produce, gather and transport our crude oil, NGL and natural gas and may result in substantial penalties.
We expect to consider from time to time further strategic opportunities that may involve acquisitions, dispositions, investments in joint ventures, partnerships and other strategic alternatives that may enhance stockholder value, any of which may result in the use of a significant amount of our management resources or significant costs, and we may not be able to fully realize the potential benefit of such transactions.
Stakeholder and market attention to matters related to corporate responsibility, including in the oil and gas industry, may impact our business and ability to secure financing.
Our operations are subject to a series of risks arising out of the threat of climate change, energy conservation measures or initiatives that stimulate demand for alternative forms of energy that could result in increased operating costs, restrictions on drilling and reduced demand for the crude oil and natural gas that we produce.
Outbreak of infectious diseases could materially adversely affect our business.
Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of crude oil and natural gas wells and adversely affect our production.
Laws and regulations pertaining to the protection of threatened and endangered species or to critical habitat, wetlands and natural resources could delay, restrict or prohibit our operations and cause us to incur substantial costs that may have a material adverse effect on our development and production of reserves.
Our ability to produce crude oil, NGL and natural gas economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our drilling and completion operations or are unable to dispose of or recycle the water we use economically and in an environmentally safe manner.
Competition in the oil and gas industry is intense, making it more difficult for us to acquire properties, market crude oil, NGL and natural gas and secure and retain trained personnel.
The loss of senior management or technical personnel could adversely affect our operations.
Seasonal weather conditions could adversely affect our ability to conduct drilling activities in some of the areas where we operate.
We may be subject to risks in connection with acquisitions because of integration difficulties, uncertainties in evaluating recoverable reserves, well performance and potential liabilities and uncertainties in forecasting crude oil, NGL and natural gas prices and future development, production and marketing costs.
We may incur losses as a result of title defects in the properties in which we invest.
Disputes or uncertainties may arise in relation to our royalty obligations.
Risks related to our financial position
Increased costs of capital could adversely affect our business.
Our revolving credit facility and the indentures governing our senior unsecured notes contain operating and financial restrictions that may restrict our business and financing activities.
Our derivative activities could result in financial losses or could reduce our income.
Our exploration, development and exploitation projects require substantial capital expenditures. We may be unable to obtain needed capital or financing on satisfactory terms, which could lead to expiration of our leases or a decline in our estimated net crude oil, NGL and natural gas reserves.
The inability of one or more of our customers or affiliates to meet their obligations to us may adversely affect our financial results.
Changes in tax laws or the interpretation thereof or the imposition of new or increased taxes or fees may adversely affect our operations and cash flows.
We may not be able to utilize all or a portion of our net operating loss carryforwards or other tax benefits to offset future taxable income for U.S. federal or state or Canadian federal tax purposes, which could adversely affect our financial position, results of operations and cash flows.
The cost of servicing, and the ability to generate enough cash flows to meet our current or future debt obligations could adversely affect our business. Those risks could increase if we incur more debt.
Risks related to our common stock
Our ability to declare and pay dividends is subject to certain considerations and limitations.
Our amended and restated certificate of incorporation, as amended, and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.
The issuance of stock-based awards may dilute your holding of shares of our common stock.
The market price of our common stock is subject to volatility.
General risk factors
Involvement in legal, governmental and regulatory proceedings could result in substantial liabilities.
Our profitability may be negatively impacted by inflationary pressures in the cost of labor, materials and services and general economic, business or industry conditions.
Terrorist attacks or cyber-attacks could have a material adverse effect on our business, financial condition or results of operations and could result in information theft or data corruption.
Ineffective internal controls could impact our business and financial results.
We face risks associated with disruptive technologies, innovation and competition, including artificial intelligence.
Legal proceedings
See “Part II, Item 8. Financial Statements and Supplementary Data—Note 20—Commitments and Contingencies,” which is incorporated herein by reference, for a discussion of material legal proceedings.