The following review of operations of Coterra Energy Inc. ("Coterra," "our,"
"we" and "us") for the three month periods ended March 31, 2023 and 2022 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, 2022 (our "Form 10-K").


OVERVIEW

Financial and Operating Overview

Financial and operating results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 reflect the following:



•Equivalent production increased 0.5 MMBoe from 56.7 MMBoe, or 629.9 MBoepd, in
2022 to 57.2 MMBoe, or 635.0 MBoepd in 2023. The slight increase was
attributable to increased production in the Permian and Anadarko Basins,
partially offset by lower production in the Marcellus Shale due to the timing of
our 2023 drilling and completion activities.

•Natural gas production decreased 8.3 Bcf from 256.4 Bcf, or 2,850 Mmcf per day,
in 2022 to 248.1 Bcf, or 2,757 Mmcf per day, in the 2023 period. The decrease
was primarily attributable to lower production in the Marcellus Shale due to the
timing of our drilling and completion activities.

•Oil production increased 0.8 MMBbl from 7.5 MMBbl in 2022 to 8.3 MMBbl in 2023.
The increase was attributable to increased production in the Permian Basin due
to the timing of our drilling and completion activities.

•NGL production increased 1.0 MMBbl from 6.5 MMBbl in 2022 to 7.5 MMBbl in 2023.
The increase was attributable to increased production in the Permian Basin due
to the timing of our drilling and completion activities.

•Average realized natural gas price was $3.72 per Mcf, $0.45 lower than the $4.17 per Mcf realized in the corresponding period of the prior year.

•Average realized oil price was $74.09 per Bbl, $2.06 lower than the $76.15 per Bbl realized in the corresponding period of the prior year.

•Average realized NGL price was $23.66 per Bbl, $14.21 lower than the $37.87 per Bbl realized in the corresponding period of the prior year.

•Total capital expenditures were $569 million compared to $326 million in the corresponding period of the prior year. The increase was driven by higher activity levels across our operations and higher costs for services.

•Drilled 65 gross wells (39.9 net) with a success rate of 100 percent compared to 54 gross wells (41.4 net) with a success rate of 100 percent for the corresponding period of the prior year.

•Turned in line 74 gross wells (48.2 net) in 2023 compared to 50 gross wells (25.0 net) in the corresponding period of 2022.



•Average rig count during 2023 was approximately 6.0, 3.0 and 1.0 rigs in the
Permian Basin, Marcellus Shale and Anadarko Basin, respectively, compared to an
average rig count of approximately 6.0, 2.6 and 2.0 rigs in the Permian Basin,
Marcellus Shale and Anadarko Basin, respectively, during the corresponding
period of 2022.

•Increased our annual base dividend from $0.60 per share for regular quarterly dividends in 2022 to $0.80 per share as part of our returns-focused strategy.



•Implemented our new share repurchase program and repurchased 11 million shares
for $268 million during the three months ended March 31, 2023. We repurchased
8 million shares for $192 million during the three months ended March 31, 2022
under our previous share repurchase program.

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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, geopolitical, economic and other factors.

NYMEX oil and natural gas futures prices have strengthened since the reduction
of pandemic-related restrictions and increased 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 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. These pricing increases have been partially offset by reduced
gas consumption due to warmer winter weather in the U.S. and Europe and concerns
over potential economic recession, negatively impacting natural gas and NGL
prices. 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 further. While oil and
natural gas prices have fallen since their peak in 2022, further geopolitical
disruptions in 2023, such as those experienced in 2022, may cause such prices to
rapidly rise once again. 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.

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.

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

Inflation



Certain of our capital expenditures and expenses are affected by general
inflation, which rose throughout 2022. While rising inflation is typically
offset by the higher prices at which we are able to realize on sales of our
commodity production, we nevertheless expect to see inflation impact our cost
structure for the remainder of 2023, albeit at a more moderate pace compared to
2022.

Recent U.S. Tax Legislation

On August 16, 2022, the Inflation Reduction Act ("IRA") was signed into law
pursuant to the budget reconciliation process. The IRA introduced a new 15
percent corporate alternative minimum tax ("CAMT"), effective for tax years
beginning after December 31, 2022, on the adjusted financial statement income
("AFSI") of corporations with average AFSI exceeding $1 billion over a
three-year testing period. The IRA also introduced an excise tax of one percent
on the fair market value of certain public company stock repurchases made after
December 31, 2022. Based on the current CAMT guidance available, we will be an
"applicable corporation" beginning in 2023, but is not currently expecting to
owe any additional tax under the CAMT in 2023.

Outlook



Our 2023 capital program is expected to be approximately $2.0 billion to $2.2
billion. We expect to fund these capital expenditures with our operating cash
flow and, if required, cash on hand. We expect to turn-in-line 152 to 165 total
net wells in 2023 across our three operating regions. Approximately 49 percent
of our drilling and completion capital is expected to be invested in the Permian
Basin, 44 percent in the Marcellus Shale and the remaining balance in the
Anadarko Basin.

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In 2022, we drilled 285 gross wells (174.6 net) and turned in line 251 gross
wells (148.1 net). For the three months ended March 31, 2023, our capital
program focused on the Permian Basin, Marcellus Shale and Anadarko Basin, where
we drilled 39.9 net wells and turned in line 48.2 net wells. Our capital program
for the remainder of 2023 will focus on execution of our 2023 plan. 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 liquidity requirements consist primarily of our planned
capital expenditures, payment of contractual obligations (including debt
maturity and interest payments), working capital requirements, dividend payments
and share repurchases. Although we have no obligation to do so, we may also from
time-to-time refinance or retire our outstanding debt through privately
negotiated transactions, open market repurchases, redemptions, exchanges, tender
offers or otherwise.

Our primary sources of liquidity are cash on hand, net cash provided by
operating activities and available borrowing capacity under our revolving credit
agreement. Our liquidity requirements are generally funded with cash flows
provided by operating activities, together with cash on hand. However, from time
to time, our investments may be funded by bank borrowings (including draws on
our revolving credit agreement), sales of non-strategic assets, and private or
public financing based on our monitoring of capital markets and our balance
sheet. Our debt is currently rated as investment grade by the three leading
rating agencies, and 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. 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. A change in
our debt rating could impact our interest rate on any borrowings under our
revolving credit agreement 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 agreement. We believe that, with operating cash flow, cash on
hand and availability under our revolving credit agreement, we have the ability
to finance our spending plans over the next 12 months and, based on current
expectations, for the longer term.

We plan to continue our practice of entering into hedging agreements to reduce the impact of commodity price volatility on our cash flow from operations.



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 agreement, 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, 2023 and December 31,
2022, we had a working capital surplus of $796 million and $1.0 billion,
respectively. We believe we have adequate liquidity and availability as outlined
above to meet our working capital requirements over the next 12 months.

As of March 31, 2023, we had no borrowings outstanding under our revolving credit agreement, our unused commitments were $1.5 billion and we had unrestricted cash on hand of $973 million.



Our revolving credit agreement includes a covenant limiting our borrowing
capacity based on our leverage ratio. At March 31, 2023, we were in compliance
with all financial and other covenants applicable to our revolving credit
facility and senior notes. Refer to Note 3 of the Notes to the Condensed
Consolidated Financial Statements, "Debt and Credit Agreements," for further
details regarding our revolving credit agreement.

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.

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Cash Flows

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



                                                                             Three Months Ended
                                                                                  March 31,
(In millions)                                                             2023                    2022
Cash flows provided by operating activities                        $      1,494              $     1,322
Cash flows used in investing activities                                    (479)                    (269)
Cash flows used in financing activities                                    (715)                    (642)

Net increase in cash, cash equivalents and restricted cash $ 300

$       411


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.

Net cash provided by operating activities for the three months ended March 31,
2023 increased by $172 million compared to the same period in 2022. This
increase was primarily due to higher cash received on derivative settlements and
a larger increase in working capital and other assets and liabilities, partially
offset by lower natural gas, oil and NGL revenue and higher operating expenses.
The decrease in natural gas, oil and NGL revenue was primarily due to lower
realized prices partially offset by slightly higher equivalent production
compared to the three months ended March 31, 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 $210
million for the three months ended March 31, 2023 compared to the three months
ended March 31, 2022. The increase was primarily due to $213 million of higher
capital expenditures due to our increased capital budget for 2023.

Financing Activities. Cash flows used in financing activities increased by $73
million for the three months ended March 31, 2023 compared to the three months
ended March 31, 2022. The increase in cash flows used in financing activities
was primarily due to higher common stock repurchases of $84 million during the
three months ended March 31, 2023 compared to 2022. This increase was partially
offset by lower dividend payments of $20 million as a result of a decrease in
outstanding shares of common stock due to our share repurchase programs,
partially offset by an increase in our base-plus-variable dividend rate from
$0.56 for the three months ended March 31, 2022 compared to $0.57 for the three
months ended March 31, 2023.

Capitalization

Information about our capitalization is as follows:



                                     March 31,      December 31,
(In millions)                          2023             2022
Debt (1)                            $  2,176       $      2,181
Stockholders' equity                  12,643             12,659
Total capitalization                $ 14,819       $     14,840
Debt to total capitalization              15  %              15  %
Cash and cash equivalents           $    973       $        673

________________________________________________________

(1)There were no borrowings outstanding under our revolving credit agreement as of March 31, 2023 and December 31, 2022.



Share repurchases. In February 2023, our Board of Directors approved a share
repurchase program which authorizes the purchase of up to $2.0 billion of our
common stock in the open market or in negotiated transactions.

During the three months ended March 31, 2023 and 2022, we repurchased 11 million shares of our common stock for $268 million under our new share repurchase program and 8 million shares of our common stock for $192 million under our previous share repurchase program, respectively.


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Dividends. In February 2023, our Board of Directors approved an increase in the
base quarterly dividend from $0.15 per share to $0.20 per share.

The following table summarizes our dividends on our common stock for each
quarter in 2023 and 2022.

                           Rate Per Share
                                                         Total Dividends
                  Fixed       Variable       Total        (In millions)
2023
First quarter    $ 0.20      $    0.37      $ 0.57      $           (438)

2022
First quarter    $ 0.15      $    0.41      $ 0.56      $           (455)

Capital and Exploration Expenditures



On an annual basis, we generally fund most of our capital expenditures with cash
flow provided by operating activities, and, if required, cash on hand and
borrowings under our revolving credit agreement. 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)                            2023              2022
Capital expenditures:
Drilling and facilities          $      523               $ 314
Leasehold acquisitions                    1                   1

Pipeline and gathering                   38                   8
Other                                     7                   3
                                        569                 326
Exploration expenditures(1)               4                   6
                                 $      573               $ 332

________________________________________________________

(1)There were no exploratory dry hole costs for the three months ended March 31, 2023 and 2022.



For the three months ended March 31, 2023, our capital program was focused on
the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 39.9 net
wells and turned in line 48.2 net wells. We expect our 2023 capital program to
be approximately $2.0 billion to $2.2 billion. 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.

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.

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RESULTS OF OPERATIONS

First Three Months of 2023 and 2022 Compared



Operating Revenues

                                                     Three Months Ended March 31,                           Variance
(In millions)                                          2023                  2022                Amount                Percent
Operating Revenues
Natural gas                                      $          822          $    1,111          $      (289)                     (26) %
Oil                                                         615                 699                  (84)                     (12) %
NGL                                                         177                 245                  (68)                     (28) %
Gain (loss) on derivative instruments                       138                (391)                 529                      135  %
Other                                                        25                  15                   10                       67  %
                                                 $        1,777          $    1,679          $        98                        6  %


Production Revenues

Our production revenues are derived from sales of our oil, natural gas and NGL
production. Increases or decreases in our revenues, profitability and future
production growth are highly dependent on the commodity prices we receive, which
we expect to fluctuate due to supply and demand factors, and the availability of
transportation, seasonality and geopolitical, economic and other factors.

Natural Gas Revenues


                                                Three Months Ended March 31,                       Variance                       Increase
                                                                                                                                 (Decrease)
                                                   2023                 2022             Amount             Percent             (In millions)
Volume variance (Bcf)                                    248.1             256.4          (8.3)                   (3) %       $          (36)
Price variance ($/Mcf)                      $          3.31          $   4.33          $ (1.02)                  (23) %                 (253)
                                                                                                                              $         (289)


Natural gas revenues decreased $289 million primarily due to lower natural gas
prices and slightly lower production. The lower production is primarily due
lower production in the Marcellus Shale, partially offset by a modest increases
in the Permian and Anadarko Basins production, all of which are due to the
timing our drilling and completion activities.

Oil Revenues


                                               Three Months Ended March 31,                       Variance                        Increase
                                                                                                                                 (Decrease)
                                                  2023                 2022             Amount              Percent             (In millions)
Volume variance (MMBbl)                                   8.3               7.5            0.8                    11  %       $           75
Price variance ($/Bbl)                      $        74.03          $  93.45          $ (19.42)                  (21) %                 (159)
                                                                                                                              $          (84)


Oil revenues decreased $84 million primarily due to lower oil prices offset by
higher production. The higher production was primarily related to higher Permian
Basin production, which aligned with our 2023 drilling and completion program
for modest production growth.

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NGL Revenues


                                               Three Months Ended March 31,                       Variance                        Increase
                                                                                                                                 (Decrease)
                                                  2023                 2022             Amount              Percent             (In millions)
Volume variance (MMBbl)                                   7.5               6.5            1.0                    15  %       $           38
Price variance ($/Bbl)                      $        23.66          $  37.87          $ (14.21)                  (38) %                 (106)
                                                                                                                              $          (68)


NGL revenues decreased $68 million primarily due to lower NGL prices offset by
higher production. The higher production was primarily related to higher Permian
Basin production, which aligned with our 2023 drilling and completion program
for modest production growth.

Gain (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 derivative
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 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 statement of cash flows.

The following table presents the components of "Gain (loss) on derivative instruments" for the periods indicated:



                                                                                 Three Months Ended
                                                                                      March 31,
(In millions)                                                                  2023                2022

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

$        99          $      (42)
Oil contracts                                                                       1                (129)
Non-cash gain (loss) on derivative instruments
Gas contracts                                                                      42                (182)
Oil contracts                                                                      (4)                (38)
                                                                          $       138          $     (391)

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, some are a function of the number of wells we own and
operate, some depend on the prices charged by service companies, and some
fluctuate based on a combination of the foregoing. Our costs for services, labor
and supplies have remained high due to on-going demand for those items, and to a
lesser extent rising inflation and supply chain disruptions, all of which have
affected the cost of our operations throughout 2022. We currently expect these
costs to level off and stabilize during 2023.

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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 March 31,                   Variance                             Per BOE
(In millions, except per BOE)                     2023              2022            Amount            Percent              2023             2022
Operating Expenses
Direct operations                             $     134          $   100          $    34                   34  %       $  2.34          $  1.76
Transportation, processing and
gathering                                           236              233                3                    1  %          4.13             4.11
Taxes other than income                              86               76               10                   13  %          1.50             1.34
Exploration                                           4                6               (2)                 (33) %          0.07             0.11
Depreciation, depletion and
amortization                                        369              360                9                    3  %          6.45             6.35

General and administrative                           76              107              (31)                 (29) %          1.33             1.89
                                              $     905          $   882          $    23                    3  %


Direct Operations

Direct operations generally consists of costs for labor, equipment, maintenance,
saltwater disposal, compression, power, treating and miscellaneous other costs
(collectively, "lease operating expense"). Direct operations 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)          2023                  2022             Variance              2023               2022
Direct Operations
Lease operating expense         $           106          $      82          $       24          $    1.85          $    1.44
Workover expense                             28                 18                  10               0.49               0.32
                                $           134          $     100          $       34          $    2.34          $    1.76

Lease operating expense increased primarily due to general higher costs of equipment and field services, along with increased labor costs.



Workover expense increased $10 million primarily due to an increase in workover
activities related to maintenance project activities in the Permian Basin and
Marcellus Shale resulting in an increase of $5 million and $4 million,
respectively, compared to 2022 activities.

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 $3 million largely due an increase in production in the Permian Basin, and a slight increase in transportation rates in the Marcellus Shale. These increases were partially offset by lower natural gas production 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.

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

                                                    Three Months Ended March 31,
(In millions)                                         2023                   2022               Variance

Taxes Other than Income
Production                                     $          60            $        63          $         (3)
Drilling impact fees                                       9                      7                     2
Ad valorem                                                16                      6                    10
Other                                                      1                      -                     1
                                               $          86            $        76          $         10
Production taxes as a percentage of production
revenue                                                  3.7    %           

3.1 %




Taxes other than income increased $10 million. Production taxes represented the
majority of our taxes other than income, which decreased primarily due to lower
oil and NGL revenues. Drilling impact fees increased primarily due to the timing
of wells drilled in the Marcellus Shale. Ad valorem taxes increased primarily
due to higher anticipated appraisal values based on 2022 results of operations
in the Permian Basin, which is expected to impact 2023 property assessments.

Depreciation, Depletion and Amortization ("DD&A")

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


                                          Three Months Ended March 31,                                       Per BOE
(In millions, except per BOE)                2023                 2022            Variance            2023             2022
DD&A Expense
Depletion                             $           337          $    339          $     (2)         $  5.89          $  5.98
Depreciation                                       17                19                (2)            0.30             0.33
Amortization of unproved properties                12                 -                12             0.21                -
Accretion of ARO                                    3                 2                 1             0.05             0.04
                                      $           369          $    360          $      9          $  6.45          $  6.35


Depletion of our producing properties is computed on a field basis using the
unit-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. An overall lower
depletion rate, partially offset by higher production, contributed to the $2
million decrease in depletion expense. The decrease in the depletion rate was
due to a decrease in the depletion rate in the Permian Basin due to increased
reserves at December 31, 2022, partially offset by an increase in the depletion
rate in the Marcellus Shale due to downward reserve revisions in September 2022.

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.



Unproved properties are amortized based on our drilling experience and our
expectation of converting our unproved leaseholds to proved properties. The rate
of amortization depends on the timing and success of our exploration and
development program. Amortization of unproved properties increased $12 million
due to the amortization of our unproved properties based on our expectations of
converting leases acquired in the merger to held by production. If development
of unproved properties is deemed unsuccessful and the properties are abandoned
or surrendered, the capitalized costs are expensed in the period the
determination is made.

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General and Administrative ("G&A")

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.

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



                                                       Three Months Ended March 31,
(In millions)                                           2023                   2022               Variance
G&A Expense
General and administrative expense                $           53          $        53          $          -
Stock-based compensation expense                              16                   23                    (7)
Merger-related expense                                         7                   31                   (24)
                                                  $           76          $       107          $        (31)

G&A expense, excluding stock-based compensation and merger-related expenses, did not have individually significant fluctuations.



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 decreased $7 million primarily due to the
accelerated vesting of employee performance shares in 2022 and a decrease in the
Company's share price as of March 31, 2023 compared to March 31, 2022.

Merger-related expenses decreased $24 million primarily due to $17 million of
lower employee-related severance and termination benefits associated with the
expected termination of certain employees, which is being accrued over the
expected transition period and a decrease of $7 million of transaction-related
costs associated with the Merger.

Interest Expense

The table below reflects our interest expense for the periods indicated:



                                      Three Months Ended March 31,
(In millions)                                2023                      2022      Variance
Interest Expense
Interest expense             $            20                          $ 30      $     (10)
Debt premium amortization                 (5)                          (11)             6
Debt financing costs                       1                             1              -
Other                                      1                             1              -
                             $            17                          $ 21      $      (4)


Interest expense decreased $10 million primarily due to the repayment of our
6.51% and 5.58% weighted-average private placement senior notes in August 2022
and the redemption of $750 million of the 4.375% senior notes in September and
October 2022.

Debt premium amortization decreased $6 million primarily due to the redemption of $750 million of the 4.375% senior notes in September and October 2022.

Interest Income

Interest income increased $12 million due to higher interest rates received on higher cash balances.


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Income Tax Expense

                                                   Three Months Ended March 31,
(In millions)                                        2023                   2022               Variance
Income Tax Expense
Current tax expense                           $         172            $       134          $         38
Deferred tax expense                                     23                     36                   (13)
                                              $         195            $       170          $         25
Combined federal and state effective income
tax rate                                               22.4    %            

22.0 %




Income tax expense increased $25 million due to higher pre-tax income as well as
a slightly higher effective tax rate. The effective tax rate increased for the
three months ended March 31, 2023 compared to the three months ended March 31,
2022 due to differences in the non-recurring discrete items recorded during the
three months ended March 31, 2023 and 2022.

Forward-Looking Information



This report includes forward-looking statements within the meaning of federal
securities laws. All statements, other than statements of historical fact,
included in this report are forward-looking statements. Such forward-looking
statements include, but are not limited, statements regarding future financial
and operating performance and results, the anticipated effects of, and certain
other matters related to, the Merger involving Cimarex Energy Co. ("Cimarex"),
strategic pursuits and goals, market prices, future hedging and risk management
activities, and other statements that are not historical facts contained in or
incorporated by reference into 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 impact of
public health crises, including pandemics (such as the coronavirus pandemic) and
epidemics and any related company or governmental policies of actions, 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 involving Cimarex
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 instability in the banking sector, pandemics and
geopolitical disruptions such as the war in Ukraine, results of future drilling
and marketing activities, 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
10-K 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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