Exhibit 99.2

UNAUDITED PRO FORMA COMBINED 
FINANCIAL INFORMATION

On June 8, 2017, Centennial Resource Development, Inc. (“CDEV” or “the Company”) and its subsidiary, Centennial Resource Production, LLC, a Delaware limited liability company (“CRP”), consummated the acquisition of certain undeveloped acreage and producing oil and natural gas properties in the core of the Northern Delaware Basin (the “GMT Acquisition”) from GMT Exploration Company LLC, a Delaware limited liability company (“GMT”), pursuant to the Purchase and Sale Agreement, dated as of April 28, 2017, by and between CRP and GMT. CRP funded the GMT Acquisition with the net proceeds from CDEV’s previously announced private placement of shares of its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) which closed simultaneously with the GMT Acquisition.

The unaudited pro forma combined statements of operations of CDEV for the three months ended March 31, 2017 and year ended December 31, 2016 give effect to the following transactions (for purposes of this section, collectively, the “Transactions”) as if they had been consummated on January 1, 2016, the beginning of the earliest period presented:

·                  the acquisition by the Company (formerly known as Silver Run Acquisition Corporation) of approximately 89% of the outstanding membership interests in CRP, which was consummated on October 11, 2016 (the “Initial Business Combination”);

·                  the acquisition by the Company of certain oil and natural gas properties, substantially all of which are located in Lea County, New Mexico, from GMT (the “GMT Properties”), which purchase was consummated on June 8, 2017; and

·                  the issuance by the Company of 23,500,000 shares of a Class A Common Stock through a private placement in connection with the GMT Acquisition.

The unaudited pro forma combined balance sheet as of March 31, 2017 gives effect to (i) the GMT Acquisition and (ii) related issuance of 23,500,000 shares of Class A Common Stock via a private placement, as if they had been consummated on March 31, 2017.

The Company has adopted ASU 2017-01, Business Combinations, Clarifying the Definition of a Business, and determined that the undeveloped acreage and oil and gas properties acquired from GMT do not qualify as a business. As a result, the Company’s purchase of GMT Properties constitutes an acquisition of assets, and accordingly, the GMT purchase consideration has been allocated to the GMT oil and gas properties based on their relative fair market values.

The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial statements to give pro forma effect to events that are: (1) directly attributable to the Transactions; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on the Company’s results following the completion of the Transactions. The unaudited pro forma combined financial statements reflect pro forma adjustments based on available information and certain assumptions that we believe are reasonable. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial statements are described in the accompanying notes. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma combined financial statements have been developed from and should be read in conjunction with:

·                  the accompanying notes to the unaudited pro forma combined financial statements;

·                  the historical audited financial statements of the Company for the period from January 1, 2016 to October 10, 2016 (Predecessor Company operations) and October 11, 2016 to December 31, 2016 (Successor Company operations), which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2017 (the “Annual Report”);

·                  the historical unaudited financial statements of the Company as of and for the three months ended March 31, 2017, which are included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the SEC on May 11, 2017 (the “Quarterly Report”);

·                  the historical statement of revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016 and the three months ended March 31, 2017 and 2016, which are included as Exhibit 99.1 to this Current Report on Form 8-K/A; and

·                  other information relating to the Company and CRP contained in the Annual Report and the Quarterly Report.

The unaudited pro forma combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated. Further, the unaudited pro forma combined financial statements do not purport to project the future operating results or financial position of the Company following the completion of the acquisition of the GMT Properties and the other related Transactions, including, but not limited to, the anticipated realization of ongoing savings from operating efficiencies. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as additional information becomes available and analyses are performed.

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Centennial Resource Development, Inc.

Unaudited Pro Forma Combined Statement of Operations

Three Months Ended March 31, 2017

(in thousands, except per share data)

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Centennial Resource Development, Inc.

Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2016

(in thousands)

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Centennial Resource Development, Inc.

Unaudited Pro Forma Combined Balance Sheet

As of March 31, 2017

(in thousands)

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1.              Basis of Pro Forma Presentation

Overview

On June 8, 2017, the Company and its subsidiary CRP consummated the acquisition of certain undeveloped acreage and producing oil and natural gas properties in the core of the Northern Delaware Basin from GMT, pursuant to the Purchase and Sale Agreement, dated as of April 28, 2017, by and between CRP and GMT. CRP funded the GMT Acquisition with the net proceeds from CDEV’s previously announced private placement of shares of its Class A Common Stock, which closed simultaneously with the GMT Acquisition. The unaudited pro forma combined financial information has been derived from the historical consolidated financial statements of the Company and historical statements of revenues and direct operating expenses of the GMT Properties.

The unaudited pro forma combined statements of operations for the three months ended March 31, 2017 and the year ended December 31, 2016 both give effect to (i) the GMT Acquisition, and (ii) the Initial Business Combination, as if these transactions had occurred on January 1, 2016. The unaudited pro forma combined balance sheet as of March 31, 2017 gives effect to the GMT Acquisition as if it had occurred on March 31, 2017.

The unaudited pro forma combined financial statements reflect pro forma adjustments that are described in the accompanying notes and are based on available information and certain assumptions that we believe are reasonable, however, actual results may differ from those reflected in these statements. In the Company’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The following unaudited pro forma combined statements do not purport to represent what the Company’s financial position or results of operations would have been if the GMT Acquisition had actually occurred on the dates indicated above, nor are they indicative of the Company’s future financial position or results of operations.

The unaudited pro forma combined financial statements should be read in conjunction with (i) the Company’s historical financial statements and related notes for the period from January 1, 2016 to October 10, 2016 (Predecessor Company operations) and October 11, 2016 to December 31, 2016 (Successor Company operations), as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in the Annual Report, (ii) the Company’s historical financial statements and related notes for the three months ended March 31, 2017, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included in the Quarterly Report, and (iii) the historical statement of revenues and direct operating expenses of the GMT Properties for the year ended December 31, 2016 and the three months ended March 31, 2017 and 2016, which are included as Exhibit 99.1 to this Current Report.

The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. One-time transaction-related costs incurred in connection with the GMT Acquisition and the other related transactions are not included in the unaudited pro forma combined statements of operations, as they are not expected to have a continuing impact on the Company’s results. However, the impact of such transaction-related costs are reflected in the unaudited pro forma balance sheet as an increase to unproved property and accrued liabilities.

2.              Unaudited Pro Forma Combined Balance Sheet

The Company adopted ASU 2017-01, Business Combinations, Clarifying the Definition of a Business, and determined that the undeveloped acreage and oil and gas properties acquired from GMT do not qualify as a business. As a result, the Company’s purchase of the GMT Properties constitutes an acquisition of assets, and accordingly, the GMT purchase consideration has been allocated to the GMT oil and natural gas properties based on their relative fair values measured as of the acquisition date. Transaction costs as they relate to the GMT Acquisition mainly consist of advisory, legal and accounting fees and are capitalized as incurred.

The Company agreed to acquire the GMT Properties for $350 million of cash consideration and after settlement statement adjustments of $0.9 million, the Company paid a net purchase price of $349.1 million. On a relative fair value basis, $295.4 million was allocated to unproved properties and $53.2 million to proved properties. The Company also incurred $0.4 million in transaction costs that were capitalized in conjunction with the asset acquisition and recognized an asset retirement obligation of $0.8 million.

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3.              Adjustments to the Unaudited Pro Forma Combined Statements of Operations

The following adjustments have been made to the accompanying unaudited pro forma combined statements of operations for the three months ended March 31, 2017 and the year ended December 31, 2016:

a.              Represents the statements of revenues and direct operating expenses for the three months ended March 31, 2017 related to the GMT Properties purchased by the Company.

b.              Represents CRP’s consolidated and combined statement of operations for the period dating from January 1, 2016, through October 10, 2016 (Predecessor Company operations) and of the Company for the period dating from October 11, 2016, through December 31, 2016 (Successor Company operations).

c.               Represents the statements of revenues and direct operating expenses for the year ended December 31, 2016 related to the GMT Properties purchased by the Company.

d.              Reflects the change in depreciation, depletion, and amortization resulting from (i) CRP’s oil and gas properties being recorded at fair value in connection with the Initial Business Combination, and (ii) GMT’s oil and gas properties being recorded at relative fair value in connection with the GMT Acquisition.

e.               Reflects the elimination of interest income in the Company’s historical income statement. Such interest income was associated with invested funds that were used in their entirety by CDEV to fund its purchase of CRP in the Initial Business Combination.

f.                Reflects (i) the elimination of interest expense on CRP’s historical debt that was repaid in its entirety in connection with the Initial Business Combination, (ii) incremental interest expense on amounts borrowed by the Company under its credit facility to fund a portion of the GMT Acquisition, and (iii) additional unutilized commitment fees on the credit facility, which were incurred due to borrowing base increases resulting from the GMT Acquisition.

g.               Reflects the income tax effects of the pro forma adjustments presented based on CDEV’s federal statutory rate of 35%, which has been adjusted to incorporate all applicable state and local income taxes net of the effects of its non-controlling interests, resulting in an effective tax rate of 32% for the three months ended March 31, 2017 and 31% for the year ended December 31, 2016.

h.              Represents the net income attributable to non-controlling interests, associated with the cumulative net effect of all pro forma adjustments presented for the three months ended March 31, 2017.

i.                  Pro forma net income per common share is computed by dividing pro forma net income attributable to the combined entity by the weighted average number of common shares outstanding for the three months ended March 31, 2017. Pro forma dilutive net income per common share is computed by dividing adjusted pro forma net income attributable to the combined entity by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the pro forma diluted earnings per share calculation consists of (i) unvested restricted stock awards and outstanding stock options using the treasury stock method, and (ii) the Company’s class C common stock, par value $0.0001 per share, using the “if-converted” method.

j.                 Reflects an adjustment to general and administrative expenses to remove non-recurring transaction costs of $18.7 million that were directly attributable to the Initial Business Combination but which were eliminated as they are not expected to have a continuing impact.

k.              Represents the elimination of non-recurring incentive unit compensation paid to the Centennial Contributors as part of the Initial Business Combination as such item is not expected to have a continuing impact.

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l.                  As a result of the Initial Business Combination, the Company had Predecessor Company operations and Successor Company operations during the year ended December 31, 2016. As such, the pro forma loss per common share (basic and diluted) and weighted average common shares outstanding (basic and diluted) metrics are not meaningful or useful to users of these pro forma financial statements. Such metrics have been excluded accordingly from the pro forma combined statement of operations for the year ended December 31, 2016.

m.   Represents the net loss attributable to non-controlling interests, associated with the cumulative net effect of all pro forma adjustments presented for the year ended December 31, 2016.

n.              Represents the issuance of 23.5 million shares of Class A Common Stock at $14.50 per share via the Company’s private placement on June 8, 2017. The net proceeds from this share issuance were used in their entirety to finance the majority of the GMT Acquisition purchase price.

4.              Adjustments to the Unaudited Pro Forma Combined Balance Sheet

The following adjustments have been made to the accompanying unaudited pro forma combined balance sheet as of March 31, 2017:

a.              Reflects $0.5 million in transaction costs that were incurred in connection with the GMT Acquisition. As a result of the Company’s early adoption of ASC 2017-01, the GMT Properties acquired did not meet the definition of a business, and such transaction fees were capitalized to unproved properties accordingly.

b.              Represents the relative fair value of assets acquired and liabilities assumed in the GMT Acquisition.

c.               Reflects $35.0 million borrowed under CRP’s credit facility for the purpose of funding a portion of the GMT Acquisition purchase price, less approximately $0.4 million in deferred issuance costs that were capitalized as an other current asset.

d.              Represents the asset retirement obligations associated with the GMT Properties that were recognized as of the June 8, 2017 acquisition date.

e.               Represents the proceeds, par value, and additional paid-in-capital associated with the issuance of 23.5 million shares of Class A Common Stock at $14.50 per share via the Company’s private placement on June 8, 2017. The entire $340.8 million in net proceeds from this share issuance were used to finance the majority of the GMT Acquisition.

f.                Represents the adjustment to revalue non-controlling interest as a result of the issuance of 23.5 million shares of Class A Common Stock.

g.               Represents the GMT Acquisition purchase price of $350 million, net of $0.9 million in settlement statement adjustments.

5.              Supplemental Pro Forma Oil and Natural Gas Reserve Information

The following tables present the estimated pro forma combined net proved developed and undeveloped oil, NGL and natural gas reserves as of December 31, 2016, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2016. The pro forma reserve information set forth below gives effect to the oil and gas properties purchased in connection with the GMT Acquisition as if the transactions had occurred on January 1, 2016. All oil and gas reserves in the tables below are attributable to properties within the United States.

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The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2016 is as follows (in thousands):

The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2016 are as follows (in thousands):

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Pro Forma Adjustments to Supplemental Pro Forma Oil and Natural Gas Reserve Information:

a.              Represents the fiscal year 2016 balances and activity for the Company including both Predecessor and Successor periods.

b.              Represents the fiscal year 2016 balances and activity for the GMT Properties acquired on June 8, 2016. Income taxes have not been included in the GMT Properties’ standardized measure of discounted future net cash flows or changes therein due to the GMT Properties not being a tax paying entity on a stand alone basis.

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