The following review of operations of Coterra Energy Inc. ("Coterra," "our,"
"we" and "us") for the three month periods ended March 31, 2022 and 2021 should
be read in conjunction with our Condensed Consolidated Financial Statements and
the Notes included in this Quarterly Report on Form 10-Q (this "Form 10-Q") and
with the Consolidated Financial Statements, Notes and Management's Discussion
and Analysis included in our Annual Report on Form 10-K for the year ended
December 31, 2021 (our "Form 10-K").

OVERVIEW

Cimarex Merger

On October 1, 2021, we completed a merger transaction (the "Merger") with Cimarex Energy Co. ("Cimarex"). Cimarex is an oil and gas exploration and production company with operations in Texas, New Mexico and Oklahoma.

Certain financial and operational information set forth herein does not include the activity of Cimarex for periods prior to the closing of the Merger.

Financial and Operating Overview

Financial and operating results for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 reflect the following:

•Equivalent production increased 22.7 MMBOE from 34.0 MMBOE, or 381.1 MBOEPD, in 2021 to 56.7 MMBOE, or 629.9 MBOEPD in 2022.



•Natural gas production increased 50.6 Bcf from 205.8 Bcf, or 2,287 Mmcf per
day, in the 2021 period to 256.4 Bcf, or 2,850 Mmcf per day, in the 2022 period.
The increase was attributable to production during the first quarter of 2022
from properties acquired in the Merger, which significantly expanded our
operations, partially offset by lower production related to the timing of our
drilling and completion activities in the Marcellus Shale in 2022.

•Oil production increased 8 Mmbbl from prior year. The increase was attributable to production from properties acquired in the Merger.

•NGL production increased 7 Mmbbl from prior year. The increase was attributable to production from properties acquired in the Merger.

•Average realized natural gas price was $4.17 per Mcf, $1.86 higher than the $2.31 per Mcf realized in the corresponding period of the prior year.

•Average realized oil and NGL prices for the first quarter of 2022 were $76.15 and $37.87 per Bbl, respectively.



•Total capital expenditures were $326 million compared to $124 million in the
corresponding period of the prior year. The increase in capital expenditures was
attributable to our expanded operations after the Merger.

•Drilled 54 gross wells (41.4 net) with a success rate of 100 percent compared
to 28 gross wells (25.1 net) with a success rate of 100 percent for the
corresponding period of the prior year. Wells drilled represents wells drilled
to total depth during the period.

•Completed 38 gross wells (20.9 net) in 2022 compared to 14 gross wells (13.0 net) in the corresponding period of 2021. Wells completed includes wells completed during the period, regardless of when they were drilled.



•Average rig count during 2022 was approximately 6.0, 2.6 and 2.0 rigs in the
Permian Basin, Marcellus Shale and Anadarko Basin, respectively, compared to an
average rig count of approximately 3.0 rigs in the Marcellus Shale during the
corresponding period of 2021 prior to the Merger.

•Paid dividends on our common stock of $0.56 per share, including $0.15 per
share for regular quarterly dividend and $0.41 per share for a variable dividend
in February 2022.

Impact of the COVID-19 Pandemic

The ongoing coronavirus ("COVID-19") outbreak has caused widespread illness and significant loss of life, leading governments across the world to impose severely stringent limitations on movement and human interaction. Since the outbreak


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of the COVID-19 pandemic, we have implemented safety and preventative measures
and developed response plans intended to minimize unnecessary risk of exposure
and prevent infection among our employees and the communities in which we
operate. We intend to continue to monitor developments affecting our workforce,
our customers, our suppliers, our service providers and the communities in which
we operate, including any significant resurgence in COVID-19 transmission and
infection, and we will take such precautions as we believe are warranted should
the need arise. Our efforts to respond to the challenges presented by the
ongoing pandemic, as well as certain operational decisions we previously
implemented, such as our maintenance capital program, have helped to minimize
the impact, and any resulting disruptions, of the pandemic to our business and
operations.

The long-term impact that the COVID-19 pandemic will have on our business, cash
flows, liquidity, financial condition and results of operations will depend on
future developments, including, among others, the duration, ultimate geographic
spread and severity of the virus and its variants, the global availability and
efficacy of treatments and vaccines and boosters and the acceptance of such
treatments and vaccines by a significant portion of the population, any
significant resurgence in virus transmission and infection in regions that have
experienced improvements, the extent and duration of governmental and other
measures implemented to try to slow the spread of the virus (whether through a
continuation of existing measures or the re-imposition of prior measures), and
other actions by governmental authorities, customers, suppliers and other third
parties.

Market Conditions and Commodity Prices



Our financial results depend on many factors, particularly commodity prices and
our ability to market our production on economically attractive terms. Commodity
prices are affected by many factors outside of our control, including changes in
market supply and demand, which are impacted by pipeline capacity constraints,
inventory storage levels, basis differentials, weather conditions and other
factors. Our realized prices are also further impacted by our hedging
activities.

In recent months, the conflict between Russia and Ukraine has driven oil and
natural gas prices up significantly, in part because of sanctions by the
European Union, the United Kingdom and the U.S. on imports of oil and gas from
Russia, and is expected to have further global economic consequences, including
disruptions of the global supply chain and energy markets. Recent Russian
actions have further contributed to global uncertainties for the future, causing
even higher oil and natural gas prices. The ultimate impact of the war in
Ukraine will depend on future developments and the timing and extent to which
normal economic and operating conditions resume.

However, continuing political and social attention to the issue of global climate change has resulted in both existing and pending national, regional, and local legislation and regulatory measures to limit or reduce emissions of greenhouse gases, such as mandates for renewable energy.

The trend in oil and natural gas regulation has been to increase regulatory restrictions and limitations on such activities. Any changes in, or more stringent enforcement of, these laws and regulations may result in delays or restrictions in permitting or development of projects or more stringent or costly construction, drilling, water management or completion activities or waste handling, storage, transport, remediation, or disposal emission or discharge requirements which could have an adverse effect on our financial results.



Our revenues, operating results, financial condition and ability to borrow funds
or obtain additional capital depend substantially on prevailing commodity
prices, particularly oil and natural gas prices. Material declines in commodity
prices could have a material adverse effect on our operating results, financial
condition, liquidity and ability to obtain financing. Lower commodity prices
also may reduce the amount of oil, natural gas, and NGLs that we can produce
economically. In addition, in periods of low commodity prices, we may elect to
curtail a portion of our production from time to time. Historically, commodity
prices have been volatile, with prices sometimes fluctuating widely, and they
may remain volatile. As a result, we cannot accurately predict future commodity
prices and, therefore, cannot determine with any degree of certainty what effect
increases or decreases in these prices will have on our capital program,
production volumes or revenues. In addition to commodity prices and production
volumes, finding and developing sufficient amounts of oil and natural gas
reserves at economical costs are critical to our long-term success. Certain of
our capital expenditures and expenses are affected by general inflation and we
expect costs for the remainder of 2022 to continue to increase.

We account for our derivative instruments on a mark-to-market basis, with changes in fair value recognized in operating revenues in the Condensed Consolidated Statement of Operations. As a result of these mark-to-market adjustments associated with our derivative instruments, we will experience volatility in our earnings due to commodity price volatility. Refer to "Results of Operations" below and Note 5 of the Notes to the Condensed Consolidated Financial Statements for more information.



NYMEX oil and natural gas futures prices have strengthened since the reduction
of pandemic-related restrictions and recent OPEC+ cooperation. Improving oil and
natural gas futures prices in part reflect market expectations of limited U.S.
supply growth from publicly traded companies as a result of capital investment
discipline and a focus on delivering free cash

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flow returns to stockholders. In addition, natural gas prices have benefited
from strong worldwide liquefied natural gas ("LNG") demand, including as a
result of buyers shifting from Russian gas due to the Ukraine invasion, and
sustained higher U.S. exports, lower associated gas growth from oil drilling and
improved U.S. economic activity. Oil price futures have improved coinciding with
recovering global economic activity, lower supply from major oil producing
countries, OPEC+ cooperation and moderating inventory levels.

Although the current outlook on oil and natural gas prices is generally
favorable and our operations have not been significantly impacted in the
short-term, in the event further disruptions occur and continue for an extended
period of time, our operations could be adversely impacted, commodity prices
could decline and our costs may increase. Although we are unable to predict
future commodity prices, at current oil, natural gas and NGL price levels, we do
not believe that an impairment of our oil and gas properties is reasonably
likely to occur in the near future; however, in the event that commodity prices
significantly decline from current levels, our management would evaluate the
recoverability of the carrying value of our oil and gas properties.

For information about the impact of realized commodity prices on our revenues, refer to "Results of Operations" below.

Outlook



Our 2022 capital program is expected to be approximately $1.4 billion to $1.5
billion, which includes $1.2 billion to $1.3 billion for drilling and completion
activities. We expect to fund these capital expenditures with our operating cash
flow and, if required, cash on hand.

In 2021, we drilled 114 gross wells (99.9 net) and completed 132 gross wells
(108.3 net), of which 14 gross wells (13.0 net) were drilled but uncompleted in
prior years. For the first three months of 2022, our capital program focused on
the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 41.4 net
wells and completed 20.9 net wells. Our capital program for the remainder of
2022 will focus on execution of our 2022 plan, which remains in line with the
full-year guidance released in February. We allocate our planned program for
capital expenditures based on market conditions, return on capital and free cash
flow expectations and availability of services and human resources. We will
continue to assess the oil and natural gas price environment and may adjust our
capital expenditures accordingly.

FINANCIAL CONDITION

Liquidity and Capital Resources



We strive to maintain an adequate liquidity level to address commodity price
volatility and risk. Our primary sources of liquidity are (1) cash on hand, (2)
net cash provided by operating activities and (3) available borrowing capacity
under our revolving credit facility.

Our liquidity requirements consist primarily of (1) capital expenditures, (2)
payment of contractual obligations, including debt maturity and interest
payments, (3) working capital requirements, (4) dividend payments and (5) share
repurchases. See below for additional discussion and analysis of our cash flows.
We believe that, with operating cash flow, cash on hand and availability under
our revolving credit facility, we have the ability to finance our spending plans
over the next twelve months and, based on current expectations, for the long
term.

At March 31, 2022, we had no borrowings outstanding under our revolving credit
facility and our unused commitments were $1.5 billion. We also have unrestricted
cash on hand of $1.4 billion as of March 31, 2022.

Our revolving credit facility includes a covenant limiting our borrowing capacity based on our leverage ratio. Refer to Note 4 of the Notes to the Consolidated Financial Statements, "Debt and Credit Agreements," in our Form 10-K for further details regarding our leverage ratio.



Our debt is currently rated as investment grade by the three leading rating
agencies. In determining our debt ratings, the agencies consider a number of
qualitative and quantitative items including, but not limited to, current
commodity prices, our liquidity position, our asset quality and reserve mix,
debt levels, cost structure and growth plans. Credit ratings are not
recommendations to buy, sell, or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency. There are no "rating
triggers" in any of our debt agreements that would accelerate the scheduled
maturities should our debt rating fall below a certain level. However, a change
in our debt rating could impact our interest rate on any borrowings under our
revolving credit facility and our ability to economically access debt markets in
the future and could trigger the requirement to post credit support under
various agreements, which could reduce the borrowing capacity under our
revolving credit facility.

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Our investments are generally funded with cash flow provided by operating
activities together with cash on hand, bank borrowings, sales of non-strategic
assets, and, from time to time, private or public financing based on our
monitoring of capital markets and our balance sheet. We also may use a
combination of these sources of funds to refinance or retire our outstanding
debt through privately negotiated transactions, open market repurchases,
redemptions, exchanges, tender offers or otherwise, but we have no obligation to
do so.

At March 31, 2022, we were in compliance with all financial and other covenants applicable to our revolving credit facility and senior notes. Refer to our Form 10-K for further discussion of our restrictive financial covenants.

Cash Flows



Our cash flows from operating activities, investing activities and financing
activities were as follows:

                                                                           Three Months Ended
                                                                                March 31,
(In millions)                                                           2022                  2021
Cash flows provided by operating activities                        $      1,322          $       290
Cash flows used in investing activities                                    (269)                (123)
Cash flows used in financing activities                                    (642)                (134)

Net increase in cash, cash equivalents and restricted cash $ 411 $ 33




Operating Activities. Operating cash flow fluctuations are substantially driven
by changes in commodity prices, production volumes and operating expenses.
Commodity prices have historically been volatile, primarily as a result of
supply and demand for oil and natural gas, pipeline infrastructure constraints,
basis differentials, inventory storage levels, seasonal influences and
geopolitical, economic and other factors. In addition, fluctuations in cash flow
may result in an increase or decrease in our capital expenditures.

On October 1, 2021, we and Cimarex completed the Merger. Although we expect to
achieve certain general and administrative expense synergies over the long-term
through cost savings, in the near-term we will continue to incur certain
Merger-related costs, which in total are expected to range from $100 million to
$110 million. These payments will primarily relate to workforce reductions and
the associated employee severance benefits.

Our working capital is substantially influenced by the variables discussed above
and fluctuates based on the timing and amount of borrowings and repayments under
our revolving credit facility, repayments of debt, the timing of cash
collections and payments on our trade accounts receivable and payable,
respectively, payment of dividends, repurchases of our securities and changes in
the fair value of our commodity derivative activity. From time to time, our
working capital will reflect a deficit, while at other times it will reflect a
surplus. This fluctuation is not unusual. At March 31, 2022 and December 31,
2021, we had a working capital surplus of $938 million and $916 million,
respectively. We believe we have adequate liquidity and availability under our
revolving credit facility to meet our working capital requirements over the next
12 months.

Net cash provided by operating activities for the three months ended March 31,
2022 increased by $1.0 billion compared to the same period in 2021. This
increase was primarily due to higher natural gas, oil and NGL revenue, partially
offset by higher operating expenses, higher cash paid on derivative settlements
and higher changes in working capital and other assets and liabilities. The
increase in natural gas, oil and NGL revenue was primarily due to our expanded
operations after the Merger and an 81 percent increase in realized natural gas
prices from the three months ended March 31, 2021 to the three months ended
March 31, 2022.

Refer to "Results of Operations" below for additional information relative to
commodity price, production and operating expense fluctuations. We are unable to
predict future commodity prices and, as a result, cannot provide any assurance
about future levels of net cash provided by operating activities.

Investing Activities. Cash flows used in investing activities increased by $146
million for the first three months of 2022 compared to the first three months of
2021. The increase was primarily due to $148 million of higher capital
expenditures as a result of our expanded operations after the Merger.

Financing Activities. Cash flows used in financing activities increased by $508
million for the first three months of 2022 compared to the first three months of
2021. This increase was primarily due to higher dividend payments of $416.0
million as a result of the increase in our base dividend rate from $0.10 per
share in April 2021 to $0.15 per share in February 2022, the payment of a
variable dividend of $0.41 per share in February 2022 and additional shares
issued in October 2021 as consideration in the Merger. The increase in cash
flows from financing activities was also due to share repurchases of

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Table of Contents $184 million during the first three months of 2022. These increases were partially offset by lower repayments of debt of $88 million.

Capitalization

Information about our capitalization is as follows:



                                     March 31,      December 31,
(In millions)                          2022             2021
Debt (1)                            $  3,115       $      3,125
Stockholders' equity                  11,718             11,738
Total capitalization                $ 14,833       $     14,863
Debt to total capitalization              21  %              21  %
Cash and cash equivalents           $  1,447       $      1,036

________________________________________________________


(1)Includes $25 million of current portion of long-term debt at March 31, 2022.
There were no borrowings outstanding under our revolving credit facility as of
March 31, 2022 and December 31, 2021.

Share repurchases. Under our authorized share repurchase program approved in
February 2022, we repurchased 8 million shares of our common stock for
$192 million during the first three months of 2022. We did not repurchase any
shares of our common stock during the first three months of 2021.

Dividends. During the first three months of 2022, we paid dividends of $456
million, which included a quarterly dividend on our common stock of $0.15 per
share and a variable dividend of $0.41 per share, and a dividend of $23.125 per
share on Cimarex's redeemable preferred stock. During the first three months of
2021, we paid dividends of $40 million ($0.10 per share) on our common stock.

In May 2022, our Board of Directors approved a quarterly base dividend of $0.15 per share and a variable dividend of $0.45 per share, resulting in a total base-plus-variable dividend of $0.60 per share on our common stock.

Capital and Exploration Expenditures

On an annual basis, we generally fund most of our capital expenditures, excluding any significant property acquisitions, with cash generated from operations, and, if required, borrowings under our revolving credit facility. We budget these expenditures based on our projected cash flows for the year.



The following table presents major components of our capital and exploration
expenditures:

                                       Three Months Ended
                                            March 31,
(In millions)                            2022              2021
Capital expenditures:
Drilling and facilities          $      314               $ 123
Leasehold acquisitions                    1                   1

Pipeline and gathering                    8                   -
Other                                     3                   -
                                        326                 124
Exploration expenditures(1)               6                   3
                                 $      332               $ 127

________________________________________________________

(1)There were no exploratory dry hole costs for the first three months of 2022 and 2021.



For the first three months of 2022, our capital program was focused on the
Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 41.4 net
wells and completed 20.9 net wells. We expect our 2022 capital program to be
approximately $1.4 billion to $1.5 billion and will focus on the Permian Basin,
where we are currently running six rigs and two completion crews, and the
Marcellus Shale, where we are currently running two rigs and plan to run one to
two completion crews. Refer to "Outlook" for additional information regarding
the current year drilling program. We will continue to assess the commodity
price environment and may adjust our capital expenditures accordingly.

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Contractual Obligations

We have various contractual obligations in the normal course of our operations.
There have been no material changes to our contractual obligations described
under "Transportation and Gathering Agreements" and "Lease Commitments" as
disclosed in Note 8 of the Notes to the Consolidated Financial Statements and
the obligations described under "Contractual Obligations" in Item 7
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in our Form 10-K.

Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations
are based on our Condensed Consolidated Financial Statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. Refer to our Form 10-K for further discussion of our
critical accounting policies.

RESULTS OF OPERATIONS

First Three Months of 2022 and 2021 Compared



Operating Revenues

                                                       Three Months Ended March 31,                             Variance
(In millions)                                            2022                   2021                Amount                 Percent
Operating Revenues
Natural gas                                      $           1,111          $      473          $       638                       135  %
Oil                                                            699                   -                  699                       100  %
NGL                                                            245                   -                  245                       100  %
Loss on derivative instruments                                (391)                (13)                (378)                   (2,908) %
Other                                                           15                   -                   15                       100  %
                                                             1,679                 460                1,219                       265  %


Production Revenues

Our production revenues are derived from the sale of our oil, natural gas and
NGL production. Our 2022 production revenues were substantially higher due to
the Merger, which significantly expanded our operations to include the Permian
and Anadarko Basins. Increases and decreases in our revenues, profitability and
future production growth are highly dependent on the commodity prices we
receive. Commodity prices are market driven and we expect that future prices
will continue to fluctuate due to supply and demand factors, the availability of
transportation, seasonality and geopolitical, economic and other factors.

Natural Gas Revenues


                                                Three Months Ended March 31,                       Variance                        Increase
                                                                                                                                  (Decrease)
                                                   2022                 2021             Amount              Percent             (In millions)
Price variance ($/Mcf)                      $          4.33          $   2.30          $   2.03                    89  %       $          522
Volume variance (Bcf)                                    256.4          205.8                 50.6                 25  %                  116
                                                                                                                               $          638


Natural gas revenues increased $638 million primarily due to significantly
higher natural gas prices and production. The increase in production was
primarily related to properties acquired in the Merger, which significantly
expanded our operations, partially offset by lower production related to the
timing of our drilling and completion activities in the Marcellus Shale in the
first three months of 2022.

Oil Revenues

Oil revenues increased $699 million due to our expanded operations after the Merger.


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NGL Revenues

NGL revenues increased $245 million due to our expanded operations after the Merger.

Loss on Derivative Instruments



Net gains and losses on our derivative instruments are a function of
fluctuations in the underlying commodity index prices as compared to the
contracted prices and the monthly cash settlements (if any) of the instruments.
We have elected not to designate our derivatives as hedging instruments for
accounting purposes and, therefore, we do not apply hedge accounting treatment
to our derivative instruments. Consequently, changes in the fair value of our
derivative instruments and cash settlements on the instruments are included as a
component of operating revenues as either a net gain or loss on derivative
instruments. Cash settlements of our contracts are included in cash flows from
operating activities in our statements of cash flows. The following table
presents the components of "Loss on derivative instruments" for the periods
indicated:

                                                                                 Three Months Ended
                                                                                      March 31,
(In millions)                                                                  2022                2021

Cash received (paid) on settlement of derivative instruments Gas Contracts

$       (42)         $        3
Oil Contracts                                                                    (129)                  -
Non-cash loss on derivative instruments
Gas Contracts                                                                    (182)                (16)
Oil Contracts                                                                     (38)                  -
                                                                          $      (391)         $      (13)

Operating Costs and Expenses



Costs associated with producing oil and natural gas are substantial. Among other
factors, some of these costs vary with commodity prices, some trend with the
volume and commodity mix of production, some are a function of the number of
wells we own, some depend on the prices charged by service companies, and some
fluctuate based on a combination of the foregoing. Our operating costs and
expenses in 2022 were substantially increased due to the Merger, which
significantly expanded our operations to include the Permian and Anadarko
Basins. In addition, our costs for services, labor and supplies have recently
increased due to increased demand for those items and supply chain disruptions
related to the COVID-19 pandemic and inflation.

The following table reflects our operating costs and expenses for the years indicated and a discussion of the operating costs and expenses follows.



                                              Three Months Ended March 31,                    Variance                              Per BOE
(In millions, except per BOE)                     2022              2021            Amount              Percent              2022             2021
Operating Expenses
Direct operations                             $     100          $    17          $     83                   488  %       $  1.76          $  0.50
Transportation, processing and
gathering                                           233              137                96                    70  %          4.11             3.99
Taxes other than income                              76                5                71                 1,420  %          1.34             0.15
Exploration                                           6                3                 3                   100  %          0.11             0.09
Depreciation, depletion and
amortization                                        360               94               266                   283  %          6.35             2.74

General and administrative                          107               29                78                   269  %          1.89             0.84
                                              $     882          $   285          $    597                   209  %


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Direct Operations

Direct operations expense generally consists of costs for labor, equipment,
maintenance, saltwater disposal, compression, power, treating and miscellaneous
other costs (lease operating expense). Direct operations expense also includes
well workover activity necessary to maintain production from existing wells.
Direct operations expense consisted of lease operating expense and workover
expense as follows:

                                    Three Months Ended March 31,                                             Per BOE
(In millions, except per BOE)          2022                   2021             Variance              2022               2021
Direct Operating Expense
Lease operating expense        $              82          $      15          $       67          $    1.44          $    0.44
Workover expense                              18                  2                  16               0.32               0.06
                               $             100          $      17          $       83          $    1.76          $    0.50


Lease operating and workover expense increased primarily due to our expanded
operations after the Merger, along with a slight increase in workover expense in
the Marcellus Shale.

Transportation, Processing and Gathering



Transportation, processing and gathering costs principally consist of
expenditures to prepare and transport production from the wellhead, including
gathering, fuel, compression and processing costs. Gathering costs also include
costs associated with operating our gas gathering infrastructure, including
operating and maintenance expenses. Costs vary by operating area and will
fluctuate with increases or decreases in production volumes, contractual fees,
and changes in fuel and compression costs.

Transportation, processing and gathering increased $96 million primarily due to our expanded operations after the Merger, along with a slight increase in gathering charges in the Marcellus Shale.

Taxes Other Than Income



Taxes other than income consist of production (or severance) taxes, drilling
impact fees, ad valorem taxes and other taxes. State and local taxing
authorities assess these taxes, with production taxes being based on the volume
or value of production, drilling impact fees being based on drilling activities
and prevailing natural gas prices and ad valorem taxes being based on the value
of properties. The following table presents taxes other than income for the
periods indicated:

                                                        Three Months Ended March 31,
(In millions)                                             2022                    2021               Variance

Taxes Other than Income
Production                                        $           63             $         -          $        63
Drilling impact fees                                           7                       5                    2
Ad valorem                                                     6                       -                    6

                                                  $           76             $         5          $        71
Taxes other than income as a percentage of
production revenue                                           3.7     %               1.1  %



Taxes other than income increased $71 million. Production taxes represented the
majority of our taxes other than income, which increased primarily due to higher
production related to properties acquired in the Merger and higher commodity
prices. Drilling impact fees increased primarily due to higher natural gas
prices.

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Depreciation, Depletion and Amortization

Depreciation, depletion and amortization ("DD&A") expense consisted of the following for the periods indicated:



                                         Three Months Ended March 31,                                      Per BOE
(In millions, except per BOE)               2022               2021            Variance            2022               2021
DD&A Expense
Depletion                               $      339          $    91          $     248          $  5.98            $  2.68
Depreciation                                    19                2                 17             0.33               0.03

Accretion of ARO                                 2                1                  1             0.04               0.03
                                        $      360          $    94          $     266          $  6.35       4.16 $  2.74



Depletion of our producing properties is computed on a field basis using the
units-of-production method under the successful efforts method of accounting.
The economic life of each producing property depends upon the estimated proved
reserves for that property, which in turn depend upon the assumed realized sales
price for future production. Therefore, fluctuations in oil and gas prices will
impact the level of proved developed and proved reserves used in the
calculation. Higher prices generally have the effect of increasing reserves,
which reduces depletion expense. Conversely, lower prices generally have the
effect of decreasing reserves, which increases depletion expense. The cost of
replacing production also impacts our depletion expense. In addition, changes in
estimates of reserve quantities, estimates of operating and future development
costs, reclassifications of properties from unproved to proved and impairments
of oil and gas properties will also impact depletion expense. Our depletion
expense increased $248 million due to increased production and a higher
depletion rate of $5.98 per BOE for the three months ended March 31, 2022, both
of which are attributable to a significant increase in the value of the oil and
gas properties acquired on the closing date of the Merger, compared to $2.68 per
BOE for the three months ended March 31, 2021.

Fixed assets consist primarily of gas gathering facilities, water
infrastructure, buildings, vehicles, aircraft, furniture and fixtures and
computer equipment and software. These items are recorded at cost and are
depreciated on the straight-line method based on expected lives of the
individual assets, which range from three to 30 years. Also included in our
depreciation expense is the depreciation of the right-of-use asset associated
with our finance lease gathering system. The increase in depreciation expense
during the three months ended March 31, 2022 as compared to the three months
ended March 31, 2021 is primarily due to increased depreciation on our gathering
and facilities acquired in the Merger.

General and Administrative



General and administrative ("G&A") expense consists primarily of salaries and
related benefits, stock-based compensation, office rent, legal and consulting
fees, systems costs and other administrative costs incurred. Our G&A expense is
reported net of amounts reimbursed to us by working interest owners of the oil
and gas properties we operate. The table below reflects our G&A expense for the
periods indicated:

                                                     Three Months Ended March 31,
(In millions)                                       2022                       2021                 Variance
G&A Expense
General and administrative expense          $               53          $            17          $        36
Stock-based compensation expense                            23                       12                   11
Merger-related expense                                      31                        -                   31
                                            $              107          $            29          $        78

General and administrative expense increased $78 million primarily due to the Merger, which significantly expanded our headcount and office-related expenses.



Periodic stock-based compensation expense will fluctuate based on the grant date
fair value of awards, the number of awards, the requisite service period of the
awards, estimated employee forfeitures, and the timing of the awards.
Stock-based compensation expense increased $11 million primarily due to the
issuance of additional shares as consideration in the Merger and increased
headcount.

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Merger-related expenses increased $31 million primarily due to $7 million of
Merger integration costs and $24 million of employee-related   severance and
termination benefits associated with the expected termination of certain Cimarex
employees, which is being accrued over the expected transition period.

Interest Expense, net



Interest expense increased $9 million primarily due to the incremental interest
expense, net of premium amortization associated with the debt assumed in the
Merger of $2.2 billion. This increase was partially offset by lower interest
expense due to the repayment of $88 million of our 5.58% weighted-average
private placement senior notes, which matured in January 2021, and the repayment
of $100 million of our 3.65% weighted-average private placement senior notes,
which matured in September 2021.

Income Tax Expense

                                                    Three Months Ended March 31,
(In millions)                                        2022                    2021               Variance
Income Tax Expense
Current tax expense                           $          134            $        25          $        109
Deferred tax expense                                      36                     12                    24
                                              $          170            $        37          $        133
Combined federal and state effective income
tax rate                                                  22    %                22  %


Income tax expense increased $133 million due to higher pre-tax income attributable to higher commodity prices and our expanded operations following the Merger.



Forward-Looking Information

The statements regarding future financial and operating performance and results,
the anticipated effects of, and certain other matters related to, the Merger
involving Cimarex, strategic pursuits and goals, market prices, future hedging
and risk management activities, and other statements that are not historical
facts contained in this report are forward-looking statements. The words
"expect", "project", "estimate", "believe", "anticipate", "intend", 'budget",
"plan", "forecast", "target", "predict", "potential", "possible", "may",
"should", "could", "would", "will", strategy", "outlook" and similar expressions
are also intended to identify forward-looking statements. We can provide no
assurance that the forward-looking statements contained in this report will
occur as expected, and actual results may differ materially from those included
in this report. Forward-looking statements are based on current expectations and
assumptions that involve a number of risks and uncertainties that could cause
actual results to differ materially from those included in this report. These
risks and uncertainties include, without limitation, the continuing effects of
the COVID-19 pandemic and the impact thereof on our business, financial
condition and results of operations and the economy as a whole, the risk that
our and Cimarex's businesses will not be integrated successfully, the risk that
the cost savings and any other synergies from the Merger may not be fully
realized or may take longer to realize than expected, the availability of cash
on hand and other sources of liquidity to fund our capital expenditures, actions
by, or disputes among or between, members of OPEC+, market factors, market
prices (including geographic basis differentials) of oil and natural gas,
impacts of inflation, labor shortages and economic disruption, including as a
result of pandemics and geopolitical disruptions such as the war in Ukraine,
results of future drilling and marketing activity, future production and costs,
legislative and regulatory initiatives, electronic, cyber or physical security
breaches and other factors detailed herein and in our other Securities and
Exchange Commission ("SEC") filings. Refer to "Risk Factors" in Item 1A of Part
I of our Form 10-K and in Item 1A of Part II of this Form 10-Q for additional
information about these risks and uncertainties. Forward-looking statements are
based on the estimates and opinions of management at the time the statements are
made. Except to the extent required by applicable law, we undertake no
obligation to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof.

Investors should note that we announce material financial information in SEC
filings, press releases and public conference calls. Based on guidance from the
SEC, we may use the Investors section of our website (www.coterra.com) to
communicate with investors. It is possible that the financial and other
information posted there could be deemed to be material information. The
information on our website is not part of, and is not incorporated into, this
report.

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