The following review of operations of Coterra Energy Inc. ("Coterra," "our,"
"we" and "us") for the three and six month periods ended June 30, 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.

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 six months ended June 30, 2022 compared to the six months ended June 30, 2021 reflect the following:



•Equivalent production increased 46.5 MMboe from 67.7 MMboe, or 374.2 MBoepd, in
2021 to 114.2 MMboe, or 630.8 MBoepd in 2022. The increase was attributable to
production during the first half of 2022 from properties acquired in the Merger,
which significantly expanded our operations.

•Natural gas production increased 103.9 Bcf from 406.4 Bcf, or 2,245.5 Mmcf per
day, in the 2021 period to 510.3 Bcf, or 2,819.4 Mmcf per day, in the 2022
period. The increase was attributable to production during the first half of
2022 from properties acquired in the Merger, which significantly expanded our
operations.

•Oil production increased 16 Mmbbl from prior year. The increase was attributable to production from properties acquired in the Merger.

•NGL production increased 14 Mmbbl from prior year. The increase was attributable to production from properties acquired in the Merger.

•Average realized natural gas price was $4.66 per Mcf, $2.48 higher than the $2.18 per Mcf realized in the corresponding period of the prior year.

•Average realized oil and NGL prices for the six months ended June 30, 2022 were $84.76 and $38.55 per Bbl, respectively.



•Total capital expenditures were $798 million compared to $290 million in the
corresponding period of the prior year. The increase in capital expenditures was
attributable to our expanded operations after the Merger.

•Drilled 127 gross wells (88.3 net) with a success rate of 100 percent compared
to 56 gross wells (53.1 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 109 gross wells (68.3 net) in 2022 compared to 41 gross wells (37.1 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 6.3, 2.8 and 1.7 rigs in the
Permian Basin, Marcellus Shale and Anadarko Basin, respectively, compared to an
average rig count of approximately 3.1 rigs in the Marcellus Shale during the
corresponding period of 2021.

•Paid dividends on our common stock of $1.16 per share, including $0.30 and
$0.86 per share for regular quarterly and variable dividends, respectively, as
part of the Company's returns-focused strategy.
•Repurchased 20 million shares of the Company's common stock for $513 million
under the Company's current share repurchase program.
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Impact of the COVID-19 Pandemic

The ongoing coronavirus ("COVID-19") pandemic has caused widespread illness and
significant loss of life, leading governments across the world to impose
severely stringent limitations on movement and human interaction. 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 and safety and preventative measures developed to minimize unnecessary
risk of exposure and prevent infection among our employees and the communities
in which we operate, 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, vaccines and boosters, vaccination and immunization
rates, 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 (including
through 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 find, develop and 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.

The ongoing 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 may have
further global economic consequences, including disruptions of the global energy
markets and the amplification of inflation and supply chain constraints. 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.

In addition, the issue of, and increasing political and social attention on,
climate change has resulted in both existing and pending national, regional and
local legislation and regulatory measures, such as mandates for renewable energy
and emissions reductions, targeted at limiting or reducing emissions of
greenhouse gases.

Changes in these laws or regulations may result in delays or restrictions in
permitting and the development of projects, may result in increased costs and
may impair our ability to move forward with our construction, completions,
drilling, water management, waste handling, storage, transport and remediation
activities, any of 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, and we may curtail our production during such low commodity price
environments. Commodity prices have been and remain volatile, with prices
sometimes fluctuating widely. Because of this volatility, we cannot accurately
predict future commodity prices or, in turn determine with any degree of
certainty what effect increases or decreases in these prices could have on our
capital program, production volumes or revenues.

Our long-term success also depends on finding and developing sufficient amounts
of oil and natural gas reserves at economical costs. Certain of our capital
expenditures and expenses are affected by general inflation, which has continued
to rise throughout 2022, and we expect inflation to be elevated for the
remainder of 2022, as well as specific increased costs for supplies and services
needed in our operations, such as costs of drilling pipe, pipelines, drilling
date rates, completion services and labor.

Our realized prices are also further impacted by our hedging activities. 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.

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NYMEX oil and natural gas futures prices have strengthened since the reduction
of pandemic-related restrictions and 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 flow returns to stockholders. In
addition, natural gas prices have benefited from strong worldwide liquefied
natural gas ("LNG") demand, which is, in part, a result of buyers shifting from
Russian gas due to the Ukraine invasion, sustained higher U.S. exports, lower
associated gas growth from oil drilling and improved U.S. economic activity. Oil
price futures have improved (although such future prices are still lower than
current spot prices) 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 continue to 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 or costs increase significantly 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.

Other Issues and Contingencies

Climate-related regulations and climate-related business trends may impact our business, financial conditions and results of our operations, and we may experience the following:



•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods that result in lower emissions than competing
products;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative
energy sources; and
•reputational risks resulting from our operations or oil, natural gas and NGLs
that we sell to the extent they are perceived to produce material greenhouse gas
emissions.

Outlook

Our 2022 capital program is expected to be approximately $1.6 billion to $1.7
billion, which includes $1.45 billion to $1.55 billion for drilling and
completion activities. Our full-year expected 2022 capital program increased due
to inflation and a modest increase in activity for the remaining half of 2022.
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 six months ended June 30, 2022, our capital program focused
on the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 88.3
net wells and completed 68.3 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.

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As of June 30, 2022, we had no borrowings outstanding under our revolving credit
facility, our unused commitments were $1.5 billion and we had unrestricted cash
on hand of $1.1 billion.

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 credit ratings, the agencies consider a number of
qualitative and quantitative items including, but not limited to, current
commodity prices, our liquidity position, our leverage ratios, our financial
results, our asset quality and reserve mix, debt levels and cost structure.
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 credit rating fall below a
certain level. However, a change in our credit 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.

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 June 30, 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:



                                                                              Six Months Ended
                                                                                   June 30,
(In millions)                                                             2022                    2021
Cash flows provided by operating activities                        $      2,201              $       469
Cash flows used in investing activities                                    (741)                    (274)
Cash flows used in financing activities                                  (1,437)                    (178)

Net increase in cash, cash equivalents and restricted cash $

  23              $        17


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 June 30, 2022 and December 31,
2021, we had a working capital surplus of $1.3 billion 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 six months ended June 30, 2022
increased by $1.7 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 a
larger decrease in working capital and other assets and

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liabilities. The increase in natural gas, oil and NGL revenue was primarily due
to our expanded operations after the Merger and an increase in realized natural
gas prices from the six months ended June 30, 2021 to the six months ended
June 30, 2022.

Refer to "Results of Operations" below for additional information relative to
commodity prices, 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 $467
million for the six months ended June 30, 2022 compared to the six months ended
June 30, 2021. The increase was primarily due to $471 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 $1.3
billion for the six months ended June 30, 2022 compared to the six months ended
June 30, 2021. This increase was primarily due to higher dividend payments of
$856 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
variable dividends of $0.41 and $0.45 per share in February 2022 and May 2022,
respectively, and additional shares issued in October 2021 as consideration in
the Merger. The increase in cash flows used in financing activities was also due
to share repurchases of $487 million during the six months ended June 30, 2022.
These increases were partially offset by an $88 million decrease in debt
repayments compared to the six months ended June 30, 2021.

Capitalization

Information about our capitalization is as follows:



                                     June 30,       December 31,
(In millions)                          2022             2021
Debt (1)                            $  3,105       $      3,125
Stockholders' equity                  12,191             11,738
Total capitalization                $ 15,296       $     14,863
Debt to total capitalization              20  %              21  %
Cash and cash equivalents           $  1,059       $      1,036

________________________________________________________


(1)Includes $124 million of current portion of long-term debt at June 30, 2022.
There were no borrowings outstanding under our revolving credit facility as of
June 30, 2022 and December 31, 2021.

Share repurchases. Under our authorized share repurchase program approved in
February 2022, we repurchased 20 million shares of our common stock for
$513 million during the six months ended June 30, 2022. We did not repurchase
any shares of our common stock during the six months ended June 30, 2021.

Dividends. During the six months ended June 30, 2022, we paid dividends of $940
million on our common stock, which included regular quarterly dividends on our
common stock of $0.30 per share and variable dividends of $0.86 per share, and a
dividend of $23.125 per share on Cimarex's redeemable preferred stock in each of
the first and second quarters of 2022. During the six months ended June 30,
2021, we paid dividends of $84 million ($0.21 per share) on our common stock.

In August 2022, our Board of Directors approved a quarterly base dividend of
$0.15 per share and a variable dividend of $0.50 per share, resulting in a total
base-plus-variable dividend of $0.65 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.


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

                                       Six Months Ended
                                           June 30,
(In millions)                           2022            2021
Capital expenditures:
Drilling and facilities          $     754             $ 284
Leasehold acquisitions                   4                 2

Pipeline and gathering                  27                 -
Other                                   13                 4
                                       798               290
Exploration expenditures(1)             13                 5
                                 $     811             $ 295

________________________________________________________

(1)There were no exploratory dry hole costs for the six months ended June 30, 2022 and 2021.



For the six months ended June 30, 2022, our capital program was focused on the
Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 88.3 net
wells and completed 68.3 net wells. We expect our 2022 capital program to be
approximately $1.6 billion to $1.7 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. Our full-year expected 2022 capital program increased due
to inflation and a modest increase in activity for the remaining half of 2022.
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.

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, Processing 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, except as discussed below.

On July 7, 2022, we commenced a lease for an electric hydraulic fracturing fleet. We expect to record an operating lease liability and right-of-use asset of between $145 million and $155 million during the third quarter of 2022 related to this lease.

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

Second Quarters of 2022 and 2021 Compared



Operating Revenues

                                                Three Months Ended June 30,                        Variance
(In millions)                                     2022                2021              Amount               Percent
Operating Revenues
Natural gas                                  $     1,468          $     412          $   1,056                      256  %
Oil                                                  876                  -                876                      100  %
NGL                                                  280                  -                280                      100  %
Loss on derivative instruments                       (66)               (88)                22                       25  %
Other                                                 14                  -                 14                      100  %
                                             $     2,572          $     324          $   2,248                      694  %


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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, which we expect to 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 June 30,                        Variance                        Increase
                                                                                                                                  (Decrease)
                                                   2022                 2021             Amount              Percent             (In millions)
Price variance ($/Mcf)                      $          5.78          $   2.05          $   3.73                   182  %       $          947
Volume variance (Bcf)                                    253.9          200.6                 53.3                 27  %                  109
                                                                                                                               $        1,056

Natural gas revenues increased $1.1 billion primarily due to significantly higher natural gas prices and higher production. The increase in production was primarily related to properties acquired in the Merger, which significantly expanded our operations.

Oil Revenues

Oil revenues increased $876 million due to our expanded operations after the Merger.



NGL Revenues

NGL revenues increased $280 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
                                                                   June 30,
(In millions)                                                  2022              2021
Cash paid on settlement of derivative instruments
Gas contracts                                          $      (161)             $   -
Oil contracts                                                 (132)         

-


Non-cash gain (loss) on derivative instruments
Gas contracts                                                  133                (88)
Oil contracts                                                   94                  -
                                                       $       (66)             $ (88)


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 higher demand for those items, inflation and supply chain
disruptions.

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

                                               Three Months Ended June
                                                         30,                              Variance                               Per BOE
(In millions, except per BOE)                    2022            2021           Amount             Percent               2022               2021
Operating Expenses
Direct operations                             $   116          $  16          $    100                  625  %       $    2.03          $    0.48
Transportation, processing and
gathering                                         238            133               105                   79  %            4.13               3.99
Taxes other than income                            98              4                94                2,350  %            1.72               0.13
Exploration                                         7              2                 5                  250  %            0.12               0.07
Depreciation, depletion and
amortization                                      414             92               322                  350  %            7.21               2.74

General and administrative                         87             23                64                  278  %            1.52               0.69
                                              $   960          $ 270          $    690                  256  %


Direct Operations

Direct operations expense generally consists of costs for labor, equipment,
maintenance, saltwater disposal, compression, power, treating and miscellaneous
other costs (collectively, "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 June 30,                                            Per BOE
(In millions, except per BOE)         2022                  2021             Variance              2022               2021
Direct Operating Expense
Lease operating expense        $            94          $      12          $       82          $    1.65          $    0.35
Workover expense                            22                  4                  18               0.38               0.13
                               $           116          $      16          $      100          $    2.03          $    0.48

Lease operating and workover expense increased primarily due to our expanded operations after the Merger.

Transportation, Processing and Gathering



Transportation, processing and gathering costs principally consist of
expenditures to prepare and transport production downstream from the wellhead,
including gathering, fuel, and compression, and processing costs, which are
incurred to extract NGLs from the raw natural gas stream. 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 costs increased $105 million primarily
due to our expanded operations after the Merger, along with a slight increase in
gathering charges in the Marcellus Shale.

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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 June 30,
(In millions)                                           2022                   2021               Variance

Taxes Other than Income
Production                                        $         82            $         -          $        82
Drilling impact fees                                         8                      4                    4
Ad valorem                                                   8                      -                    8

                                                  $         98            $         4          $        94
Taxes other than income as a percentage of
production revenue                                         3.7    %         

1.0 %




Taxes other than income increased $94 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. Ad valorem taxes increased primarily due to our expanded operations
after the Merger.

Depreciation, Depletion and Amortization

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



                                         Three Months Ended June 30,                                     Per BOE
(In millions, except per BOE)               2022              2021            Variance            2022             2021
DD&A Expense
Depletion                               $     356          $    89          $     267          $  6.19          $  2.66
Depreciation                                   16                2                 14             0.31             0.05
Amortization of unproved properties            39                -                 39             0.68                -
Accretion of ARO                                3                1                  2             0.03             0.03
                                        $     414          $    92          $     322          $  7.21          $  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 $267 million due to increased production and a higher
depletion rate of $6.19 per BOE for the three months ended June 30, 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 $2.66 per
BOE for the three months ended June 30, 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 June 30, 2022 as compared to the three months
ended June 30, 2021 is primarily due to depreciation on our gathering facilities
acquired in the Merger.

Unproved properties are amortized based on our drilling experience and our expectation of converting our unproved leaseholds to proved properties. If development of unproved properties is deemed unsuccessful and the properties are


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abandoned or surrendered, the capitalized costs are expensed in the period the
determination is made. The rate of amortization depends on the timing and
success of our exploration and development program. Our amortization of unproved
properties increased due to the release of certain leaseholds during the period
and an increase in the rate of amortization of certain of our unproved
properties 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. A portion of 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 June 30,
(In millions)                                       2022                       2021                 Variance
G&A Expense
General and administrative expense          $               52          $            13          $        39
Stock-based compensation expense                            21                        4                   17
Merger-related expense                                      14                        6                    8
                                            $               87          $            23          $        64


G&A expense, excluding stock-based compensation and merger related expenses,
increased $39 million primarily due to the Merger, which significantly expanded
our headcount and office-related expenses.

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 $17 million primarily due to the issuance of additional shares as consideration in the Merger and increased headcount.



Merger-related expenses increased $8 million primarily due to $14 million of
employee-related severance and termination benefits associated with the expected
termination of certain employees, which is being accrued over the expected
transition period, partially offset by lower administrative and professional
fees associated with the Merger.

Interest Expense, net



Interest expense, net increased $8 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 $100 million of our 3.65%
weighted-average private placement senior notes, which matured in September
2021.

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Income Tax Expense

                                                       Three Months Ended June 30,
(In millions)                                          2022                     2021                 Variance
Income Tax Expense
Current tax expense                             $          294            $           8          $         286
Deferred tax expense                                        65                        3                        62
                                                $          359            $          11          $         348
Combined federal and state effective
income tax rate                                           22.6    %         

26.2 %




Income tax expense increased $348 million due to higher pre-tax income in the
second quarter of 2022 compared the second quarter of 2021, partially offset by
a lower effective tax rate. The effective tax rate was lower for the second
quarter of 2022 compared to the second quarter of 2021 due to differences in the
non-recurring discrete items recorded during the second quarter of 2022 versus
the second quarter of 2021.

First Six Months of 2022 and 2021 Compared



Operating Revenues

                                            Six Months Ended June 30,                    Variance
(In millions)                                    2022                   2021       Amount       Percent
Operating Revenues
Natural gas                         $          2,579                   $ 885      $ 1,694         191  %
Oil                                            1,575                       -        1,575         100  %
NGL                                              525                       -          525         100  %
Loss on derivative instruments                  (457)                   (101)        (356)        352  %
Other                                             29                       -           29         100  %
                                    $          4,251                   $ 784      $ 3,467         442  %


Production Revenues

Natural Gas Revenues


                                                 Six Months Ended June 30,                        Variance                        Increase
                                                                                                                                 (Decrease)
                                                  2022                 2021             Amount              Percent             (In millions)
Price variance ($/Mcf)                      $         5.05          $   2.18          $   2.87                   132  %       $        1,468
Volume variance (Bcf)                                   510.3             406.4             103.9                 26  %                  226
                                                                                                                              $        1,694

Natural gas revenues increased $1.7 billion primarily due to significantly higher natural gas prices and higher production. The increase in production was primarily related to properties acquired in the Merger, which significantly expanded our operations.

Oil Revenues

Oil revenues increased $1.6 billion due to our expanded operations after the Merger.



NGL Revenues

NGL revenues increased $525 million due to our expanded operations after the Merger.


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Loss on Derivative Instruments

The following table presents the components of "Loss on derivative instruments"
for the periods indicated:

                                                                                    Six Months Ended
                                                                                         June 30,
(In millions)                                                                    2022                  2021

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

$      (203)             $        3
Oil contracts                                                                    (261)                      -
Non-cash (loss) gain on derivative instruments
Gas contracts                                                                     (49)                   (104)
Oil contracts                                                                      56                       -
                                                                          $      (457)             $     (101)

Operating Costs and Expenses



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 higher demand for those items, inflation and supply
chain disruptions.

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



                                                Six Months Ended June 30,                     Variance                             Per BOE
(In millions, except per BOE)                     2022              2021            Amount             Percent              2022             2021
Operating Expenses
Direct operations                             $     216          $    33          $   183                   555  %       $  1.90          $  0.49
Transportation, processing and
gathering                                           471              270              201                    74  %          4.12             3.99
Taxes other than income                             174                9              165                 1,833  %          1.53             0.13
Exploration                                          13                5                8                   160  %          0.11             0.07
Depreciation, depletion and
amortization                                        774              186              588                   316  %          6.78             2.74

General and administrative                          194               52              142                   273  %          1.70             0.77
                                              $   1,842          $   555          $ 1,287                   232  %


Direct Operations

Direct operations expense consisted of lease operating expense and workover
expense as follows:

                                     Six Months Ended June 30,                                             Per BOE
(In millions, except per BOE)         2022                  2021             Variance              2022               2021
Direct Operating Expense
Lease operating expense        $           176          $      27          $      149          $    1.55          $    0.40
Workover expense                            40                  6                  34               0.35               0.09
                               $           216          $      33          $      183          $    1.90          $    0.49

Lease operating and workover expense increased primarily due to our expanded operations after the Merger.

Transportation, Processing and Gathering



Transportation, processing and gathering costs increased $201 million primarily
due to our expanded operations after the Merger, along with a slight increase in
gathering charges in the Marcellus Shale.

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Taxes Other Than Income

The following table presents taxes other than income for the periods indicated:

                                                         Six Months Ended June 30,
(In millions)                                            2022                   2021               Variance

Taxes Other than Income
Production                                        $         145            $         -          $       145
Drilling impact fees                                         15                      9                    6
Ad valorem                                                   14                      -                   14

                                                  $         174            $         9          $       165
Taxes other than income as a percentage of
production revenue                                          3.7    %        

1.0 %




Taxes other than income increased $165 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. Ad valorem taxes increased primarily due to our expanded operations
after the Merger.

Depreciation, Depletion and Amortization

DD&A expense consisted of the following for the periods indicated:



                                            Six Months Ended June 30,                                        Per BOE
(In millions, except per BOE)                 2022                2021            Variance            2022             2021
DD&A Expense
Depletion                               $         695          $   180          $     515          $  6.09          $  2.65
Depreciation                                       35                4                 31             0.31             0.07
Amortization of unproved properties                39                -                 39             0.34                -
Accretion of ARO                                    5                2                  3             0.04             0.02
                                        $         774          $   186          $     588          $  6.78          $  2.74


Depletion expense increased $515 million due to increased production and a
higher depletion rate of $6.09 per BOE for the six months ended June 30, 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 $2.65
per BOE for the six months ended June 30, 2021.

Depreciation expense increased $31 million primarily due to depreciation on our gathering facilities acquired in the Merger.



Amortization of unproved properties increased $39 million due to the release of
certain leaseholds during the period and an increase in the rate of amortization
of certain of our unproved properties acquired in the Merger.

General and Administrative

The table below reflects our G&A expense for the periods indicated:



                                                      Six Months Ended June 30,
(In millions)                                       2022                      2021                 Variance
G&A Expense
General and administrative expense          $             105          $            30          $        75
Stock-based compensation expense                           44                       16                   28
Merger-related expense                                     45                        6                   39
                                            $             194          $            52          $       142


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G&A expense, excluding stock-based compensation and merger-related expenses,
increased $75 million primarily due to the Merger, which significantly expanded
our headcount and office-related expenses.

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 $28 million primarily due to the issuance of additional shares as consideration in the Merger and increased headcount.



Merger-related expenses increased $39 million primarily due to $38 million of
employee-related severance and termination benefits associated with the expected
termination of certain employees, which is being accrued over the expected
transition period.

Interest Expense, net



Interest expense, net increased $17 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 $100 million of our 3.65%
weighted-average private placement senior notes, which matured in September
2021.

Income Tax Expense

                                                     Six Months Ended June 30,
(In millions)                                        2022                   2021                Variance
Income Tax Expense
Current tax expense                           $         428            $         33          $        395
Deferred tax expense                                    101                      15                    86
                                              $         529            $         48          $        481
Combined federal and state effective income
tax rate                                               22.4    %            

23.2 %




Income tax expense increased $481 million due to higher pre-tax income
attributable to higher commodity prices and our expanded operations following
the Merger, partially offset by a lower effective tax rate. The effective tax
rate was lower for the six months ended June 30, 2022 compared to the six months
ended June 30, 2021 due to differences in the non-recurring discrete items
recorded during the six months ended June 30, 2022 and 2021.

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 potential effects of
further developments related to the long-term impact of the COVID-19 pandemic
and variants 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.

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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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