The following discussion and analysis should be read in conjunction with our
Unaudited Condensed Consolidated Financial Statements and Notes thereto included
herein and our Consolidated Financial Statements and Notes thereto included in
our Annual Report on Form 10-K for the year ended December 31, 2020 (the "Form
10-K"), along with Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Form 10-K. Any terms used but not
defined herein have the same meaning given to them in the Form 10-K.

As a result of the Company's emergence from bankruptcy and adoption of fresh
start accounting on September 18, 2020 (the "Emergence Date"), certain values
and operational results of the condensed consolidated financial statements
subsequent to September 18, 2020 are not comparable to those in the Company's
condensed consolidated financial statements prior to, and including September
18, 2020. The Emergence Date fair values of the Successor's assets and
liabilities differ materially from their recorded values as reflected on the
historical balance sheets of the Predecessor contained in periodic reports
previously filed with the Securities and Exchange Commission. References to
"Successor" relate to the financial position and results of operations of the
Company subsequent to September 18, 2020, and references to "Predecessor" relate
to the financial position and results of operations of the Company prior to, and
including, September 18, 2020.

Our discussion and analysis includes forward-looking information that involves
risks and uncertainties and should be read in conjunction with Risk Factors
under Item 1A of the Form 10-K, along with Forward-Looking Information at the
end of this section for information on the risks and uncertainties that could
cause our actual results to be materially different than our forward-looking
statements.

OVERVIEW

Denbury is an independent energy company with operations focused in the Gulf
Coast and Rocky Mountain regions. The Company is differentiated by its focus on
CO2 enhanced oil recovery ("EOR") and the emerging carbon capture, use, and
storage ("CCUS") industry, supported by the Company's CO2 EOR technical and
operational expertise and its extensive CO2 pipeline infrastructure. The
utilization of captured industrial-sourced CO2 in EOR significantly reduces the
carbon footprint of the oil that Denbury produces, making the Company's scope 1
and 2 CO2 emissions negative today, with a goal to also fully offset its scope
1, 2, and 3 CO2 emissions within this decade, primarily through increasing the
amount of captured industrial-sourced CO2 used in its operations.

Oil Price Impact on Our Business.  Our financial results are significantly
impacted by changes in oil prices, as 97% of our sales volumes are oil. Changes
in oil prices impact all aspects of our business; most notably our cash flows
from operations, revenues, capital allocation and budgeting decisions, and oil
and natural gas reserves volumes. The table below

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
outlines selected financial items and sales volumes, along with changes in our
realized oil prices, before and after commodity derivative impacts, for our most
recent comparative quarterly periods:
                                                                                     Three Months Ended
In thousands, except per-unit
data                                  Sept. 30, 2021           June 30, 2021           March 31, 2021           Dec. 31, 2020           Sept. 30, 2020
Oil, natural gas, and related
product sales                       $       308,454          $      282,708          $       235,445          $      178,787          $       175,411
Receipt (payment) on
settlements of commodity
derivatives                                 (77,670)                (63,343)                 (38,453)                 14,429                   17,789
Oil, natural gas, and related
product sales and commodity
settlements, combined               $       230,784          $      219,365          $       196,992          $      193,216          $       193,200

Average daily sales (BOE/d)                  49,682                  49,133                   47,357                  48,805                   49,686

Average net realized oil
prices
Oil price per Bbl - excluding
impact of derivative
settlements                         $         68.88          $        64.70          $         56.28          $        40.63          $         39.23
Oil price per Bbl - including
impact of derivative
settlements                                   51.35                   50.10                    47.00                   43.94                    43.23



NYMEX WTI oil prices strengthened from the mid-$40s per Bbl range in December
2020 to an average of approximately $71 per Bbl during the third quarter of
2021, reaching highs of over $75 per Bbl in early-July 2021 and late-September
2021.

The benefit of the steady growth in our oil sales over the last four quarters
due to rising oil prices has been offset in part by our payments on settlement
of commodity derivative contracts, especially in the second and third quarters
of 2021, principally due to the strike prices of our fixed-price swaps which
were entered into in late 2020 based on the hedging requirements we were
obligated to meet under our bank credit facility. During the first nine months
of 2021, we paid $179.5 million related to the expiration of commodity
derivative contracts and expect to make additional payments on the settlement of
our contracts expiring during the fourth quarter of 2021. Our current hedging
levels decrease significantly in 2022, and we are hedged at more favorable
prices and with a greater mix of collars, allowing for additional upside. We do
not have any additional hedging requirements under our bank credit facility.

Third Quarter 2021 Financial Results and Highlights. We recognized net income of
$82.7 million, or $1.51 per diluted common share, during the third quarter of
2021. As a result of Denbury filing for bankruptcy and emerging from bankruptcy
during the same quarter, our prior-year quarterly financial results are broken
out between the predecessor period (July 1, 2020 through September 18, 2020) and
the successor period (September 19, 2020 through September 30, 2020). For the
predecessor period from July 1, 2020 through September 18, 2020, we recognized a
net loss of $809.1 million, and for the successor period from September 19, 2020
through September 30, 2020, we recognized net income of $2.8 million. The
principal determinant of our comparative third quarter results between 2020 and
2021 were (a) an $850.0 million charge for reorganization items, net, during the
prior-year predecessor period, primarily consisting of fresh start accounting
adjustments and (b) a $261.7 million full cost pool ceiling test write-down
during the prior-year predecessor period. Additional drivers of the comparative
operating results include the following:

•Oil and natural gas revenues increased $133.0 million (76%), nearly entirely
due to an increase in commodity prices;
•Lease operating expenses increased $45.3 million, primarily due to (a) a $15.4
million insurance reimbursement that reduced lease operating expenses in the
prior-year period, (b) an increase of $8.1 million related to the March 2021
Wind River Basin acquisition, and (c) higher expenses across all lease operating
expense categories, largely driven by higher commodity prices and increased
workover activity; and
•Commodity derivatives expense increased by $41.2 million consisting of a $95.5
million decrease in cash receipts upon contract settlements ($77.7 million in
payments during the third quarter of 2021 compared to $17.8 million in receipts
upon settlements during the third quarter of 2020), partially offset by a $54.3
million improvement in noncash fair value changes ($35.9 million of income in
the current period compared to $18.4 million of expense in the prior-year
period).

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Third Quarter 2021 Houston Area Land Sales. During the third quarter of 2021, we
completed sales of a portion of certain non-producing surface acreage in the
Houston area. We recognized cash proceeds of $11.8 million from the sales and
recorded a $7.0 million gain to "Other income" in our Unaudited Condensed
Consolidated Statements of Operations.

June 2021 Divestiture of Hartzog Draw Deep Mineral Rights. On June 30, 2021, we
closed the sale of undeveloped, unconventional deep mineral rights in Hartzog
Draw Field in Wyoming. The cash proceeds of $18 million were recorded to "Proved
properties" in our Unaudited Condensed Consolidated Balance Sheets. The proceeds
reduced our full cost pool; therefore, no gain or loss was recorded on the
transaction, and the sale had no impact on our production or reserves.

March 2021 Acquisition of Wyoming CO2 EOR Fields. On March 3, 2021, we acquired
a nearly 100% working interest (approximately 83% net revenue interest) in the
Big Sand Draw and Beaver Creek EOR fields (collectively "Wind River Basin")
located in Wyoming from a subsidiary of Devon Energy Corporation for $10.9
million cash (after final closing adjustments), including surface facilities and
a 46-mile CO2 transportation pipeline to the acquired fields. The acquisition
agreement provides for us to make two contingent cash payments, one in January
2022 and one in January 2023, of $4 million each, conditioned on NYMEX WTI oil
prices averaging at least $50 per Bbl during each of 2021 and 2022. As of
September 30, 2021, the contingent consideration was recorded on our unaudited
condensed consolidated balance sheets at its fair value of $7.4 million, a
$2.1 million increase from the March 2021 acquisition date fair value. This
$2.1 million increase at September 30, 2021 was the result of higher NYMEX WTI
oil prices and was recorded to "Other expenses" in our Unaudited Condensed
Consolidated Statements of Operations. Wind River Basin sales averaged
approximately 3,015 BOE/d during the third quarter of 2021 and utilize 100%
industrial-sourced CO2.

Carbon Capture, Use and Storage. CCUS is a process that captures CO2 from
industrial sources and reuses it or stores the CO2 in geologic formations in
order to prevent its release into the atmosphere. We utilize CO2 from industrial
sources in our EOR operations, and our extensive CO2 pipeline infrastructure and
operations, particularly in the Gulf Coast, are strategically located in close
proximity to large sources of industrial emissions. We believe that the assets
and technical expertise required for CCUS are highly aligned with our existing
CO2 EOR operations, providing us with a significant advantage and opportunity to
participate in the emerging CCUS industry, as the building of a permanent carbon
sequestration business requires both time and capital to build assets such as
those we own and have been operating for years. During the nine months ended
September 30, 2021, approximately 34% of the CO2 utilized in our oil and gas
operations was industrial-sourced CO2, and we anticipate this percentage could
increase in the future as supportive U.S. government policy and public pressure
on industrial CO2 emitters will provide strong incentives for these entities to
capture their CO2 emissions.

As we seek to grow our CCUS business and pursue new CCUS opportunities, we have
been engaged in discussions with existing and potential third-party industrial
CO2 emitters regarding transportation and storage solutions, while also
identifying potential future sequestration sites and landowners of those
locations. We continue to make progress in these discussions and have recently
executed several term sheets for the future transportation and sequestration of
CO2. While EOR is the only CCUS operation reflected in our current and
historical financial and operational results, and development of our permanent
carbon sequestration business is likely to take several years, we believe
Denbury is well positioned to leverage our existing CO2 pipeline infrastructure
and EOR expertise to be a leader in this industry.

CAPITAL RESOURCES AND LIQUIDITY



Overview. Our cash flows from operations and availability under our senior
secured bank credit facility are our primary sources of capital and liquidity.
Our most significant cash capital outlays in 2021 relate to our budgeted
development capital expenditures and payment of $70 million of pipeline
financing obligations associated with the NEJD pipeline. Based on our current
2021 full-year projections using recent oil price futures, our cash flow from
operations in 2021 should be more than adequate to cover our remaining budgeted
development capital expenditures and also cover a significant portion of our $70
million repayment of pipeline financing obligations. In addition, $29.8 million
of non-producing property sales in the first nine months of 2021 provided cash
to further reduce our debt.

As of September 30, 2021, we had no outstanding borrowings on our $575 million
senior secured bank credit facility, leaving us with $563.2 million of borrowing
base availability after consideration of $11.8 million of outstanding letters of
credit. Our borrowing base availability, coupled with unrestricted cash of $1.8
million provides us total liquidity of

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

$565.0 million as of September 30, 2021, which is more than adequate to meet our currently planned operating and capital needs.



2021 Capital Expenditures. Capital expenditures during the first nine months of
2021 were $173.8 million. We continue to anticipate that our full-year 2021
development capital spending, excluding capitalized interest and acquisitions,
will be in a range of $250 million to $270 million. Approximately 45% of our
2021 capital expenditures through September 30, 2021 have been focused on the
previously announced development of the EOR CO2 flood at Cedar Creek Anticline
("CCA"). The project is currently underway, with completion of the 105-mile
extension of the Greencore CO2 pipeline from Bell Creek to CCA expected before
the end of November 2021, first CO2 injection planned during the first quarter
of 2022, and first tertiary production expected in the second half of 2023.

Capital Expenditure Summary. The following table reflects incurred capital expenditures for the nine months ended September 30, 2021 and 2020:


                                                            Nine Months Ended
                                                              September 30,
In thousands                                               2021           2020
Capital expenditure summary(1)
Tertiary and non-tertiary fields                        $ 102,640      $  

41,679


Capitalized internal costs(2)                              22,639         

26,695


Oil and natural gas capital expenditures                  125,279         

68,374


CCA CO2 pipeline                                           48,542          

9,192


Development capital expenditures                          173,821         

77,566

Acquisitions of oil and natural gas properties(3) 10,927

95


Capital expenditures, before capitalized interest         184,748         77,661
Capitalized interest                                        3,500         23,068
Capital expenditures, total                             $ 188,248      $ 100,729



(1)Capital expenditures in this summary are presented on an as-incurred basis
(including accruals), and are $45.2 million higher than the capital expenditures
in the Unaudited Condensed Consolidated Statements of Cash Flows which are
presented on a cash basis.
(2)Includes capitalized internal acquisition, exploration and development costs
and pre-production tertiary startup costs.
(3)Primarily consists of working interest positions in the Wind River Basin
enhanced oil recovery fields acquired on March 3, 2021.

Supply Chain Issues and Potential Cost Inflation. Recent worldwide and U.S.
supply chain issues, together with rising commodity prices and tight labor
markets in the U.S., could increase our costs in 2022 and future periods. Most
of the cost inflation pressures we have experienced during 2021 have been tied
to rising fuel and power costs in our operations; however, there is the
potential for more significant increases in the cost of goods and services and
wages in our operations which could negatively impact our results of operations
and cash flows in future periods.


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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
Senior Secured Bank Credit Agreement. In September 2020, we entered into a bank
credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and
other lenders party thereto (the "Bank Credit Agreement"). The Bank Credit
Agreement is a senior secured revolving credit facility with a maturity date of
January 30, 2024. As part of our fall 2021 semiannual borrowing base
redetermination, the borrowing base and lender commitments for our Bank Credit
Agreement were reaffirmed at $575 million, with our next scheduled
redetermination around May 1, 2022. The borrowing base is adjusted at the
lenders' discretion and is based, in part, upon external factors over which we
have no control. If our outstanding debt under the Bank Credit Agreement exceeds
the then-effective borrowing base, we would be required to repay the excess
amount over a period not to exceed six months. The Bank Credit Agreement
contains certain financial performance covenants including the following:

•A Consolidated Total Debt to Consolidated EBITDAX covenant (as defined in the
Bank Credit Agreement), with such ratio not to exceed 3.5 times; and
•A requirement to maintain a current ratio (i.e., Consolidated Current Assets to
Consolidated Current Liabilities) of 1.0.

For purposes of computing the current ratio per the Bank Credit Agreement,
Consolidated Current Assets exclude the current portion of derivative assets but
include available borrowing capacity under the Bank Credit Agreement, and
Consolidated Current Liabilities exclude the current portion of derivative
liabilities as well as the current portions of long-term indebtedness
outstanding. Under these financial performance covenant calculations, as of
September 30, 2021, our ratio of consolidated total debt to consolidated EBITDAX
was 0.05 to 1.0 (with a maximum permitted ratio of 3.5 to 1.0) and our current
ratio was 2.60 to 1.0 (with a required ratio of not less than 1.0 to 1.0). Based
upon our currently forecasted levels of production and costs, hedges in place as
of November 3, 2021, and current oil commodity derivative futures prices, we
currently anticipate continuing to be in compliance with our financial
performance covenants during the foreseeable future.

The above description of our Bank Credit Agreement is qualified by the express
language and defined terms contained in the Bank Credit Agreement, which is an
exhibit to our Form 8-K Report filed with the SEC on September 18, 2020.

Commitments and Obligations. We have numerous contractual commitments in the
ordinary course of business including debt service requirements, operating and
finance leases, purchase obligations, and asset retirement obligations. Our
operating leases primarily consist of our office leases. Our purchase
obligations represent future cash commitments primarily for purchase contracts
for CO2 captured from industrial sources, CO2 processing fees, transportation
agreements and well-related costs.

Our commitments and obligations consist of those detailed as of December 31,
2020, in our Form 10-K under Management's Discussion and Analysis of Financial
Condition and Results of Operations - Capital Resources and Liquidity -
Commitments, Obligations and Off-Balance Sheet Arrangements. During the nine
months ended September 30, 2021, our long-term asset retirement obligations
increased by $63.8 million, primarily related to our acquisition of working
interest positions in Wyoming CO2 EOR fields (see Note 2, Acquisition and
Divestitures).

Off-Balance Sheet Arrangements. Our off-balance sheet arrangements include
obligations for various development and exploratory expenditures that arise from
our normal capital expenditure program or from other transactions common to our
industry, none of which are recorded on our balance sheet. In addition, in order
to recover our undeveloped proved reserves, we must also fund the associated
future development costs estimated in our proved reserve reports.


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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

RESULTS OF OPERATIONS

Certain of our financial results for our Successor and Predecessor periods are presented in the following tables:


                                                                        Successor                             Predecessor
                                                           Three Months          Period from
                                                               Ended           Sept. 19, 2020               Period from July
                                                             Sept. 30,             through                  1, 2020 through
In thousands, except per-share and unit data                   2021            Sept. 30, 2020                Sept. 18, 2020
Operating results
Net income (loss)(1)                                       $   82,708          $      2,758                $      (809,120)
Net income (loss) per common share - basic(1)                    1.62                  0.06                          (1.63)
Net income (loss) per common share - diluted(1)                  1.51                  0.06                          (1.63)
Net cash provided by operating activities                     104,019                32,910                         40,597



                                                                        Successor                             Predecessor
                                                            Nine Months          Period from
                                                               Ended           Sept. 19, 2020              Period from Jan.
                                                             Sept. 30,             through                  1, 2020 through
In thousands, except per-share and unit data                   2021            Sept. 30, 2020               Sept. 18, 2020
Operating results
Net income (loss)(1)                                       $  (64,629)         $      2,758                $   (1,432,578)
Net income (loss) per common share - basic(1)                   (1.27)                 0.06                         (2.89)
Net income (loss) per common share - diluted(1)                 (1.27)                 0.06                         (2.89)
Net cash provided by operating activities                     247,557                32,910                       113,408



(1)Includes a pre-tax full cost pool ceiling test write-down of our oil and
natural gas properties of $14.4 million during the first quarter of 2021, as
compared to write-downs of $261.7 million and $996.7 million for the Predecessor
periods July 1, 2020 through September 18, 2020 and January 1, 2020 through
September 18, 2020, respectively. In addition, includes reorganization
adjustments, net totaling $850.0 million during the 2020 Predecessor periods.

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
Certain of our operating results and statistics for the comparative three and
nine months ended September 30, 2021 and 2020 are included in the following
table:
                                                          Three Months Ended                     Nine Months Ended
                                                             September 30                           September 30
In thousands, except per-share and unit data            2021               2020               2021                2020

Average daily sales volumes
Bbls/d                                                 48,145             48,334              47,276             50,619
Mcf/d                                                   9,222              8,110               8,739              7,916
BOE/d(1)                                               49,682             49,686              48,732             51,939
Oil and natural gas sales
Oil sales                                           $ 305,093          $ 174,447          $  818,714          $ 511,562
Natural gas sales                                       3,361                964               7,893              2,860
Total oil and natural gas sales                     $ 308,454          $ 175,411          $  826,607          $ 514,422
Commodity derivative contracts(2)
Receipt (payment) on settlements of commodity
derivatives                                         $ (77,670)         $  17,789          $ (179,466)         $  88,056
Noncash fair value gains (losses) on
commodity derivatives                                  35,925            (18,363)           (150,686)            18,011
Commodity derivatives income (expense)              $ (41,745)         $    (574)         $ (330,152)         $ 106,067
Unit prices - excluding impact of derivative
settlements
Oil price per Bbl                                   $   68.88          $   39.23          $    63.44          $   36.88
Natural gas price per Mcf                                3.96               1.29                3.31               1.32
Unit prices - including impact of derivative
settlements(2)
Oil price per Bbl                                   $   51.35          $   43.23          $    49.53          $   43.23
Natural gas price per Mcf                                3.96               1.29                3.31               1.32
Oil and natural gas operating expenses
Lease operating expenses                            $ 116,536          $  71,192          $  308,731          $ 261,755
Transportation and marketing expenses                   5,985              9,499              22,304             28,508
Production and ad valorem taxes                        23,464             13,697              63,195             40,450
Oil and natural gas operating revenues and
expenses per BOE
Oil and natural gas revenues                        $   67.48          $   38.37          $    62.13          $   36.15
Lease operating expenses                                25.50              15.57               23.21              18.39
Transportation and marketing expenses                    1.31               2.08                1.68               2.00
Production and ad valorem taxes                          5.13               3.00                4.75               2.84
CO2 - revenues and expenses
CO2 sales and transportation fees                   $  12,237          $   7,484          $   31,599          $  22,016
CO2 operating and discovery expenses                   (1,963)            (1,197)             (4,487)            (2,834)
CO2 revenue and expenses, net                       $  10,274          $   6,287          $   27,112          $  19,182



(1)Barrel of oil equivalent using the ratio of one barrel of oil to six Mcf of
natural gas ("BOE").
(2)See also Commodity Derivative Contracts below and Item 3. Quantitative and
Qualitative Disclosures about Market Risk for information concerning our
derivative transactions.




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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Sales Volumes

Average daily sales volumes by area for each of the four quarters of 2020 and for the first three quarters of 2021 is shown below:


                                                                                              Average Daily Sales Volumes (BOE/d)
                                          First               Second                Third                      First                Second               Third                Fourth
                                         Quarter              Quarter              Quarter                    Quarter              Quarter              Quarter              Quarter
Operating Area                             2021                2021                  2021                       2020                 2020                 2020                 2020
Tertiary oil sales
Gulf Coast region
Delhi                                      2,925                 2,931              2,859                      3,813                3,529                3,208                3,132
Hastings                                   4,226                 4,487              4,343                      5,232                4,722                4,473                4,598
Heidelberg                                 4,054                 3,942              3,895                      4,371                4,366                4,256                4,198
Oyster Bayou                               3,554                 3,791              3,942                      3,999                3,871                3,526                3,880
Tinsley                                    3,424                 3,455              3,390                      4,355                3,788                4,042                3,654
Other(1)                                   6,098                 6,074              5,907                      7,161                5,944                6,271                6,332
Total Gulf Coast region                   24,281                24,680             24,336                     28,931               26,220               25,776               25,794
Rocky Mountain region
Bell Creek                                 4,614                 4,394              4,330                      5,731                5,715                5,551                5,079
Other(2)                                   2,573                 4,378              4,703                      2,199                1,393                2,167                2,007
Total Rocky Mountain region                7,187                 8,772              9,033                      7,930                7,108                7,718                7,086
Total tertiary oil sales                  31,468                33,452             33,369                     36,861               33,328               33,494               32,880
Non-tertiary oil and gas sales
Gulf Coast region
Total Gulf Coast region                    3,621                 3,415              3,763                      4,173                3,805                3,728                3,523
Rocky Mountain region
Cedar Creek Anticline                     11,150                10,918             11,182                     13,046               11,988               11,485               11,433
Other(2)                                   1,118                 1,348              1,368                      1,105                1,069                  979                  969
Total Rocky Mountain region               12,268                12,266             12,550                     14,151               13,057               12,464               12,402
Total non-tertiary sales                  15,889                15,681             16,313                     18,324               16,862               16,192               15,925
Total continuing sales                    47,357                49,133             49,682                     55,185               50,190               49,686               48,805
Property sales
Gulf Coast Working Interests
Sale(3)                                        -                     -                  -                        780                    -                    -                    -
Total sales                               47,357                49,133             49,682                     55,965               50,190               49,686               48,805



(1)Includes our mature properties (Brookhaven, Cranfield, Eucutta, Little Creek,
Mallalieu, Martinville, McComb and Soso fields) and West Yellow Creek Field.
(2)Includes sales volumes related to our working interest positions in the Big
Sand Draw and Beaver Creek fields acquired on March 3, 2021.
(3)Includes non-tertiary sales related to the March 2020 sale of 50% of our
working interests in Webster, Thompson, Manvel, and East Hastings fields (the
"Gulf Coast Working Interests Sale").

Total sales volumes during the third quarter of 2021 averaged 49,682 BOE/d,
including 33,369 Bbls/d from tertiary properties and 16,313 BOE/d from
non-tertiary properties. This sales volume represents a slight increase of 549
BOE/d (1%) compared to sales levels in the second quarter of 2021 and was
essentially flat with third quarter of 2020 sales volumes. The increase on a
sequential-quarter basis was primarily attributable to higher sales volumes at
our Wind River Basin properties acquired in March 2021 and sales of non-tertiary
production at Conroe Field in our Gulf Coast region.


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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Our sales volumes during the three and nine months ended September 30, 2021 were 97% oil, consistent with our sales during the same prior-year periods.

Oil and Natural Gas Revenues



Our oil and natural gas revenues during the three and nine months ended
September 30, 2021 increased 76% and 61%, respectively, compared to these
revenues for the same periods in 2020. The changes in our oil and natural gas
revenues are due primarily to higher realized commodity prices (excluding any
impact of our commodity derivative contracts), with the change during the nine
months ended September 30, 2021 offset somewhat by changes in sales volumes, as
reflected in the following table:
                                                          Three Months Ended                               Nine Months Ended
                                                            September 30,                                    September 30,
                                                            2021 vs. 2020                                    2021 vs. 2020
                                                 Increase                                         Increase           Percentage Increase
                                               (Decrease) in        Percentage Increase         (Decrease) in           (Decrease) in
In thousands                                     Revenues               in Revenues               Revenues                 Revenues
Change in oil and natural gas revenues
due to:
Decrease in sales volumes                     $        (14)                         0  %       $    (33,517)                        (6) %
Increase in realized commodity prices              133,057                         76  %            345,702                         67  %
Total increase in oil and natural gas
revenues                                      $    133,043                         76  %       $    312,185                         61  %


Excluding any impact of our commodity derivative contracts, our average net realized commodity prices and NYMEX differentials were as follows during each of the first three quarters and nine months ended September 30, 2021 and 2020:


                                                                          Three Months Ended                                                    Nine Months Ended
                                             March 31,                         June 30,                        September 30,                      September 30,
                                       2021             2020             2021             2020             2021             2020              2021               2020
Average net realized prices
Oil price per Bbl                   $ 56.28          $ 45.96          $ 64.70          $ 24.39          $ 68.88          $ 39.23          $    63.44          $ 36.88
Natural gas price per Mcf              3.29             1.46             2.64             1.21             3.96             1.29                3.31             1.32
Price per BOE                         55.24            45.09            63.23            23.95            67.48            38.37               62.13            36.15
Average NYMEX differentials
Gulf Coast region
Oil per Bbl                         $ (1.37)         $  1.18          $ (1.13)         $ (3.59)         $ (1.77)         $ (1.38)         $    (1.40)         $ (0.86)
Natural gas per Mcf                    0.68            (0.06)           (0.11)           (0.09)            0.16            (0.06)               0.26            (0.07)
Rocky Mountain region
Oil per Bbl                         $ (1.80)         $ (2.78)         $ (1.59)         $ (4.68)         $ (1.72)         $ (2.03)         $    (1.49)         $ (2.89)
Natural gas per Mcf                    0.49            (0.91)           (0.47)           (1.04)           (0.65)           (1.74)              (0.22)           (1.25)
Total Company
Oil per Bbl                         $ (1.54)         $ (0.38)         $ (1.32)         $ (4.03)         $ (1.75)         $ (1.64)         $    (1.44)         $ (1.67)
Natural gas per Mcf                    0.58            (0.41)           (0.33)           (0.54)           (0.33)           (0.83)              (0.02)           (0.60)


Prices received in a regional market fluctuate frequently and can differ from NYMEX pricing due to a variety of reasons, including supply and/or demand factors, crude oil quality, and location differentials.



•Gulf Coast Region. Our average NYMEX oil differential in the Gulf Coast region
was a negative $1.77 per Bbl during the third quarter of 2021, compared to a
negative $1.38 per Bbl during the third quarter of 2020 and a negative $1.13 per
Bbl during the second quarter of 2021. NYMEX WTI oil prices continued to
strengthen during the third quarter of 2021; however, the pricing for our Gulf
Coast grades weakened relative to NYMEX WTI index prices. For

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
our crude oil sold under Light Louisiana Sweet ("LLS") index prices, the
LLS-to-NYMEX differential averaged a positive $0.98 per Bbl on a trade-month
basis for the third quarter of 2021, compared to a positive $1.52 per Bbl
differential in the third quarter of 2020 and a positive $2.10 per Bbl in the
second quarter of 2021.

•Rocky Mountain Region. NYMEX oil differentials in the Rocky Mountain region
averaged $1.72 per Bbl and $2.03 per Bbl below NYMEX during the third quarters
of 2021 and 2020, respectively, and $1.59 per Bbl below NYMEX during the second
quarter of 2021. Differentials in the Rocky Mountain region tend to fluctuate
with regional supply and demand trends and can fluctuate significantly on a
month-to-month basis due to weather, refinery or transportation issues, and
Canadian and U.S. crude oil price index volatility.

CO2 Revenues and Expenses



We sell CO2 produced from Jackson Dome to third-party industrial users at
various contracted prices primarily under long-term contracts. We recognize the
revenue received on these CO2 sales as "CO2 sales and transportation fees" with
the corresponding costs recognized as "CO2 operating and discovery expenses" in
our Unaudited Condensed Consolidated Statements of Operations. CO2 sales and
transportation fees were $12.2 million and $31.6 million during the three and
nine months ended September 30, 2021, respectively, compared to $7.5 million and
$22.0 million during the combined Predecessor and Successor periods included
within the three and nine-month periods ended September 30, 2020, respectively.
The increases from the prior-year periods were primarily due to an increase in
CO2 sales volumes to our industrial CO2 customers.

Oil Marketing Revenues and Purchases



In certain situations, we purchase and subsequently sell oil from third parties.
We recognize the revenue received and the associated expenses incurred on these
sales on a gross basis as "Oil marketing revenues" and "Oil marketing purchases"
in our Unaudited Condensed Consolidated Statements of Operations.

Commodity Derivative Contracts



The following tables summarize the impact our crude oil derivative contracts had
on our operating results for the three and nine months ended September 30, 2021
and 2020:
                                                                     Successor                               Predecessor

                                                        Three Months          Period from
                                                            Ended            Sept. 19, 2020              Period from July 1,
                                                          Sept. 30,             through                     2020 through
In thousands                                                2021             Sept. 30, 2020                Sept. 18, 2020
Receipt (payment) on settlements of commodity
derivatives                                             $  (77,670)         $       6,660                $         11,129
Noncash fair value gains (losses) on commodity
derivatives                                                 35,925                 (2,625)                        (15,738)
Total income (expense)                                  $  (41,745)         $       4,035                $         (4,609)



                                                                        Successor                               Predecessor
                                                                                 Period from
                                                           Nine Months          Sept. 19, 2020              Period from Jan. 1,
                                                              Ended                through                     2020 through
In thousands                                              Sept. 30, 2021        Sept. 30, 2020                Sept. 18, 2020
Receipt (payment) on settlements of commodity
derivatives                                               $  (179,466)         $       6,660                $         81,396
Noncash fair value gains (losses) on commodity
derivatives(1)                                               (150,686)                (2,625)                         20,636
Total income (expense)                                    $  (330,152)         $       4,035                $        102,032



Changes in our commodity derivatives expense were primarily related to the
expiration of commodity derivative contracts, new commodity derivative contracts
entered into for future periods, and to the changes in oil futures prices
between the third quarters of 2020 and 2021. The period-to-period changes
reflect the very large fluctuations in oil prices between March 2020 ($30.45 per
barrel), when worldwide financial markets were first beginning to absorb the
potential impact of a global pandemic,

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

and September 2021 oil prices ($71.54 per barrel) as prospects for increased economic activity and oil demand showed improvement.



Largely based on the hedging requirements that we were obligated to meet under
our bank credit facility, which required certain minimum commodity hedge levels
through July 31, 2022, we have oil commodity hedges in place for a portion of
our estimated oil production through 2022 using NYMEX fixed-price swaps and
costless collars. We do not have any additional hedging requirements under our
Bank Credit Agreement. See Note 6, Commodity Derivative Contracts, to the
Unaudited Condensed Consolidated Financial Statements for additional details of
our outstanding commodity derivative contracts as of September 30, 2021, and
Item 3, Quantitative and Qualitative Disclosures about Market Risk below for
additional discussion. In addition, the following table summarizes our commodity
derivative contracts as of November 3, 2021:
                                                                            4Q 2021                    1H 2022                    2H 2022
      WTI NYMEX        Volumes Hedged (Bbls/d)                               29,000                     15,500                     9,000
  Fixed-Price Swaps    Swap Price(1)                                         $43.86                     $49.01                     $56.35
      WTI NYMEX        Volumes Hedged (Bbls/d)                               4,000                      11,000                     10,000
       Collars         Floor / Ceiling Price(1)                         $46.25 / $53.04            $49.77 / $64.31            $49.75 / $64.18
                       Total Volumes Hedged (Bbls/d)                         33,000                     26,500                     19,000


(1)Averages are volume weighted.



Based on current contracts in place and NYMEX oil futures prices as of November
3, 2021, which averaged approximately $81 per Bbl, we currently expect that we
would make cash payments of approximately $110 million upon settlement of our
October through December 2021 contracts, the amount of which is primarily
dependent upon fluctuations in future NYMEX oil prices in relation to the prices
of our remaining 2021 fixed-price swaps which have a weighted average NYMEX oil
price of $43.86 per Bbl. Changes in commodity prices, expiration of contracts,
and new commodity contracts entered into cause fluctuations in the estimated
fair value of our oil derivative contracts. Because we do not utilize hedge
accounting for our commodity derivative contracts, the period-to-period changes
in the fair value of these contracts, as outlined above, are recognized in our
statements of operations.

Production Expenses

Lease Operating Expenses


                                                                      Successor                               Predecessor

                                                         Three Months          Period from
                                                             Ended            Sept. 19, 2020              Period from July 1,
                                                           Sept. 30,             through                     2020 through
In thousands, except per-BOE data                            2021             Sept. 30, 2020                Sept. 18, 2020
Total lease operating expenses                           $  116,536          $      11,484                $         59,708

Total lease operating expenses per BOE                   $    25.50          $       19.20                $          15.03




                                                                      Successor                               Predecessor
                                                          Nine Months          Period from
                                                             Ended            Sept. 19, 2020              Period from Jan. 1,
                                                           Sept. 30,             through                     2020 through
In thousands, except per-BOE data                            2021             Sept. 30, 2020                Sept. 18, 2020
Total lease operating expenses                           $  308,731          $      11,484                $        250,271

Total lease operating expenses per BOE                   $    23.21          $       19.20                $          18.36




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Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
Total lease operating expenses were $116.5 million, or $25.50 per BOE, during
the three months ended September 30, 2021, compared to $71.2 million, or $15.57
per BOE, for the combined Predecessor and Successor periods included within the
three months ended September 30, 2020. Total lease operating expenses were
$308.7 million, or $23.21 per BOE, during the nine months ended September 30,
2021, compared to $261.8 million, or $18.39, for the combined Predecessor and
Successor periods included within the nine months ended September 30, 2020. The
increases on an absolute-dollar basis and per-BOE basis were primarily due to
(a) an insurance reimbursement totaling $15.4 million recorded in the third
quarter of 2020 for previously-incurred well control costs, cleanup costs, and
damages associated with a 2013 incident at Delhi Field (b) $8.1 million and
$17.0 million of expense during the three and nine months ended September 30,
2021, respectively, related to the Wind River Basin acquisition in March 2021,
as these properties have higher operating costs than our other fields (c) higher
expenses across nearly all expense categories as our costs are correlated to
varying degrees with changes in oil prices (reflecting rising oil prices in
2021) and (d) 2020 period reduced spending and shut-in production in response to
significantly lower oil prices in the third quarter of 2020. Lease operating
expenses for the nine months ended September 30, 2021 were offset by a $7.6
million reduction in power and fuel costs. The significant reduction in power
and fuel costs was associated with the severe winter storm in February 2021
which created widespread power outages in Texas and disrupted the Company's
operations. Under certain of the Company's power agreements the Company is
compensated for its reduced power usage, which resulted in a benefit to the
Company of approximately $16.1 million; as of September 30, 2021; $10.3 million
of these savings were included in "Trade and other receivables, net" and $1.7
million included in "Other assets" in our Unaudited Condensed Consolidated
Balance Sheets. Compared to the second quarter of 2021, lease operating expenses
in the most recent quarter increased $6.3 million (6%) on an absolute-dollar
basis and $0.85 (3%) on a per-BOE basis, due primarily to higher power and fuel
costs and contract labor.

Transportation and Marketing Expenses



Transportation and marketing expenses primarily consist of amounts incurred
relating to the transportation, marketing, and processing of oil and natural gas
production. Transportation and marketing expenses were $6.0 million for the
three months ended September 30, 2021, compared to $9.5 million for the combined
Predecessor and Successor periods included within the three months ended
September 30, 2020. Transportation and marketing expenses were $22.3 million for
the nine months ended September 30, 2021, compared to $28.5 million for the
combined Predecessor and Successor periods included within the nine months ended
September 30, 2020. The decrease during the comparative three-month periods was
primarily due to changes to a portion of our transportation agreements in the
Rocky Mountain region during the third quarter of 2021 to begin selling our
production at Guernsey, Wyoming versus Cushing, Oklahoma. The decrease between
the comparative nine-month periods was primarily due to lower sales volumes
during 2021.

Taxes Other Than Income



Taxes other than income includes production, ad valorem and franchise taxes.
Taxes other than income were $24.2 million during the three months ended
September 30, 2021, compared to $15.5 million for the combined Predecessor and
Successor periods included within the three months ended September 30, 2020.
Taxes other than income were $65.5 million during the nine months ended
September 30, 2021, compared to $45.6 million for the combined Predecessor and
Successor periods included within the nine months ended September 30, 2020. The
increases in both periods when compared to 2020 were due primarily to an
increase in production taxes resulting from higher oil and natural gas revenues.

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

General and Administrative Expenses ("G&A")


                                                                       Successor                               Predecessor

                                                                                Period from
                                                          Three Months         Sept. 19, 2020              Period from July 1,
                                                             Ended                through                     2020 through

In thousands, except per-BOE data and employees Sept. 30, 2021

   Sept. 30, 2020                Sept. 18, 2020
Cash G&A costs                                           $    12,832          $       1,735                $         14,442
Stock-based compensation                                       2,556                      -                             571
G&A expense                                              $    15,388          $       1,735                $         15,013

G&A per BOE
Cash G&A costs                                           $      2.81          $        2.90                $           3.64
Stock-based compensation                                        0.56                      -                            0.14
G&A expenses                                             $      3.37          $        2.90                $           3.78

Employees as of period end                                          698                 663                             662



                                                                       Successor                               Predecessor

                                                                                Period from
                                                          Nine Months          Sept. 19, 2020              Period from Jan. 1,
                                                             Ended                through                     2020 through
In thousands, except per-BOE data                        Sept. 30, 2021        Sept. 30, 2020                Sept. 18, 2020
Cash G&A costs                                           $    40,033          $       1,735                $         44,411
Stock-based compensation                                      22,788                      -                           4,111
G&A expense                                              $    62,821          $       1,735                $         48,522

G&A per BOE
Cash G&A costs                                           $      3.01          $        2.90                $           3.26
Stock-based compensation                                        1.71                      -                            0.30
G&A expenses                                             $      4.72          $        2.90                $           3.56



Our G&A expense on an absolute-dollar basis was $15.4 million during the three
months ended September 30, 2021, a decrease of $1.4 million (8%) from the
combined Predecessor and Successor periods included within the three months
ended September 30, 2020. The decrease in G&A expense during the three months
ended September 30, 2021 compared to 2020, was primarily due to higher operator
labor and overhead recovery charges in the current period, partially offset by
higher long-term incentives for employees. Our G&A expenses on an
absolute-dollar basis were $62.8 million during the nine months ended
September 30, 2021, an increase of $12.6 million (25%) from the combined
Predecessor and Successor periods within the nine months ended September 30,
2020. The increase in our G&A expenses during the nine months ended September
30, 2021 was primarily due to $15.3 million of stock-based compensation expense
in the first quarter of 2021 resulting from the full vesting of
performance-based equity awards with vesting parameters tied to the Company's
common stock trading prices, partially offset by higher operator labor and
overhead recovery charges. The shares underlying these awards are not currently
outstanding as actual delivery of the shares is not scheduled to occur until
after the end of the performance period, December 4, 2023.


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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Interest and Financing Expenses


                                                                               Successor                                Predecessor
                                                                 Three Months        Period from Sept.              Period from July 1,
                                                                    Ended             19, 2020 through                 2020 through
In thousands, except per-BOE data and interest rates            Sept. 30, 2021         Sept. 30, 2020                 Sept. 18, 2020
Cash interest(1)                                                $    1,233           $        403                   $       17,734

Less: interest not reflected as expense for financial reporting purposes(1)

                                                    -                      -                           (6,976)
Noncash interest expense                                               685                    114                              347
Amortization of debt discount(2)                                         -                      -                            1,303
Less: capitalized interest                                          (1,249)                  (183)                          (4,704)
Interest expense, net                                           $      669           $        334                   $        7,704
Interest expense, net per BOE                                   $     0.15           $       0.56                   $         1.94
Average debt principal outstanding(3)                           $   55,667           $    185,877                   $      815,025
Average cash interest rate(4)                                          8.9   %                6.6     %                       10.0    %



                                                                              Successor                               Predecessor
                                                                 Nine Months
                                                                    Ended           Period from Sept.               Period from Jan.
                                                                  Sept. 30,          19, 2020 through               1, 2020 through
In thousands, except per-BOE data and interest rates                2021              Sept. 30, 2020                 Sept. 18, 2020
Cash interest(1)                                                $    4,902          $        403                   $     108,824

Less: interest not reflected as expense for financial reporting purposes(1)

                                                    -                     -                         (49,243)
Noncash interest expense                                             2,055                   114                           2,439
Amortization of debt discount(2)                                         -                     -                           9,132
Less: capitalized interest                                          (3,500)                 (183)                        (22,885)
Interest expense, net                                           $    3,457          $        334                   $      48,267
Interest expense, net per BOE                                   $     0.26          $       0.56                   $        3.54
Average debt principal outstanding(3)                           $   99,243          $    185,877                   $   1,767,605
Average cash interest rate(4)                                          6.6  %                6.6     %                       8.6    %



(1)Cash interest during the Predecessor periods includes the portion of interest
on certain debt instruments accounted for as a reduction of debt for GAAP
financial reporting purposes in accordance with FASC 470-60, Troubled Debt
Restructuring by Debtors. The portion of interest treated as a reduction of debt
related to the Predecessor's 9% Senior Secured Second Lien Notes due 2021 (the
"2021 Notes") and 9¼% Senior Secured Second Lien Notes due 2022 (the "2022
Notes"). Amounts related to the 2021 Notes and 2022 Notes remaining in future
interest payable were written-off on July 30, 2020 (the "Petition Date").
(2)Represents amortization of debt discounts during the Predecessor periods
related to the 7¾% Senior Secured Second Lien Notes due 2024 (the "7¾% Senior
Secured Notes") and 6?% Convertible Senior Notes due 2024 (the "2024 Convertible
Senior Notes"). Remaining debt discounts were written-off on the Petition Date.
(3)Excludes debt discounts related to the Predecessor's 7¾% Senior Secured Notes
and 2024 Convertible Senior Notes.
(4)Includes commitment fees but excludes debt issue costs and amortization of
discount.

Cash interest was $1.2 million during the three months ended September 30, 2021,
compared to $18.1 million for the combined Predecessor and Successor periods
included within the three months ended September 30, 2020. Cash interest was
$4.9 million during the nine months ended September 30, 2021, compared to $109.2
million for the combined Predecessor and Successor periods included within the
nine months ended September 30, 2020. The decreases between periods were
primarily due to a decrease in the average debt principal outstanding, with the
Successor periods reflecting the full extinguishment of all outstanding
obligations under our previously outstanding senior secured second lien notes,
convertible senior notes, and senior subordinated notes on the Emergence Date,
pursuant to the terms of the prepackaged joint plan of reorganization, relieving
us of approximately $2.1 billion of debt by issuing equity and/or warrants in
the Successor period to the holders of that debt.

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

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


                                                                            Successor                               Predecessor

                                                                                     Period from
                                                               Three Months         Sept. 19, 2020              Period from July 1,
                                                                  Ended                through                     2020 through
In thousands, except per-BOE data                             Sept. 30, 2021        Sept. 30, 2020                Sept. 18, 2020
Oil and natural gas properties                                $    29,269          $       4,105                $         21,636

CO2 properties, pipelines, plants and other property and equipment

                                                       8,422                  1,178                          12,890
Accelerated depreciation charge(1)                                      -                      -                           1,791
Total DD&A                                                    $    37,691          $       5,283                $         36,317

DD&A per BOE
Oil and natural gas properties                                $      6.40          $        6.86                $           5.45

CO2 properties, pipelines, plants and other property and equipment

                                                        1.85                   1.97                            3.24
Accelerated depreciation charge(1)                                      -                      -                            0.45
Total DD&A cost per BOE                                       $      8.25          $        8.83                $           9.14

Write-down of oil and natural gas properties                  $         -          $           -                $        261,677



                                                                           Successor                               Predecessor

                                                               Nine Months          Period from
                                                                  Ended            Sept. 19, 2020              Period from Jan. 1,
                                                                Sept. 30,             through                     2020 through
In thousands, except per-BOE data                                 2021             Sept. 30, 2020                Sept. 18, 2020
Oil and natural gas properties                                $   89,834          $       4,105                $        104,495

CO2 properties, pipelines, plants and other property and equipment

                                                     23,688                  1,178                          44,939
Accelerated depreciation charge(1)                                     -                      -                          39,159
Total DD&A                                                    $  113,522          $       5,283                $        188,593

DD&A per BOE
Oil and natural gas properties                                $     6.75          $        6.86                $           7.66

CO2 properties, pipelines, plants and other property and equipment

                                                       1.78                   1.97                            3.30
Accelerated depreciation charge(1)                                     -                      -                            2.87
Total DD&A cost per BOE                                       $     8.53          $        8.83                $          13.83

Write-down of oil and natural gas properties                  $   14,377          $           -                $        996,658



(1)Represents an accelerated depreciation charge related to capitalized amounts
associated with unevaluated properties that were transferred to the full cost
pool.

DD&A expense was $37.7 million during the three months ended September 30, 2021,
compared to $41.6 million for the combined Predecessor and Successor periods
included within the three months ended September 30, 2020. DD&A expense was
$113.5 million during the nine months ended September 30, 2021, compared to
$193.9 million for the combined Predecessor and Successor periods within the
nine months ended September 30, 2020. The decreases during the three and
nine-month periods ended September 30, 2021 compared to the comparable 2020
periods were primarily due to lower depletable costs due to the step down in
book value resulting from fresh start accounting as of September 18, 2020, with
the year-over-

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

year decrease further impacted by accelerated depreciation of $37.4 million in the first quarter of 2020 related to unevaluated properties that were transferred to the full cost pool.

Full Cost Pool Ceiling Test Write-Downs



Under full cost accounting rules, we are required each quarter to perform a
ceiling test calculation. Under these rules, the full cost ceiling value is
calculated using the average first-day-of-the-month oil and natural gas price
for each month during a 12-month rolling period prior to the end of a particular
reporting period. We recognized a full cost pool ceiling test write-down of
$14.4 million during the three months ended March 31, 2021, with
first-day-of-the-month NYMEX oil prices for the preceding 12 months averaging
$36.40 per Bbl, after adjustments for market differentials and transportation
expenses by field. The write-down was primarily a result of the March 2021
acquisition of Wyoming property interests (see Overview - March 2021 Acquisition
of Wyoming CO2 EOR Fields) which was recorded based on a valuation that utilized
NYMEX strip oil prices at the acquisition date, which were significantly higher
than the average first-day-of-the-month NYMEX oil prices used to value the cost
ceiling. The Predecessor also recognized full cost pool ceiling test write-downs
of $261.7 million during the period from July 1, 2020 through September 18,
2020, $662.4 million during the three months ended June 30, 2020 and $72.5
million during the three months ended March 31, 2020. We did not record any
ceiling test write-down during the Successor periods from September 19, 2020
through September 30, 2020, for the three months ended June 30, 2021, or the
three months ended September 30, 2021.

Reorganization Items, Net



Reorganization items, net, include (i) expenses incurred during the Company's
"prepackaged" voluntary bankruptcy subsequent to the Petition Date as a direct
result of the Plan, (ii) gains or losses from liabilities settled and (iii)
fresh start accounting adjustments and are recorded in "Reorganization items,
net" in our Unaudited Condensed Consolidated Statements of Operations.
Professional service provider charges associated with our restructuring that
were incurred before the Petition Date and after the Emergence Date are recorded
in "Other expenses" in our Unaudited Condensed Consolidated Statements of
Operations. The following table summarizes the losses (gains) on reorganization
items, net:
                                                                                           Predecessor
                                                                                        Period from July
                                                                                         1, 2020 through
In thousands                                                                             Sept. 18, 2020
Gain on settlement of liabilities subject to compromise                                 $   (1,024,864)
Fresh start accounting adjustments                                                           1,834,423
Professional service provider fees and other expenses                                           11,267
Success fees for professional service providers                                                  9,700
Loss on rejected contracts and leases                                                           10,989

Valuation adjustments to debt classified as subject to compromise

                        757
Debtor-in-possession credit agreement fees                                                       3,107
Acceleration of Predecessor stock compensation expense                                           4,601
Total reorganization items, net                                                         $      849,980



Other Expenses

Other expenses totaled $4.6 million and $9.9 million during the three and nine
months ended September 30, 2021. Other expenses during 2021 periods primarily
include litigation accruals and noncash fair value adjustments for contingent
consideration payments related to our March 2021 Wind River Basin CO2 EOR field
acquisition. Other expenses totaled $24.2 million for the combined Predecessor
and Successor periods included within the three months ended September 30, 2020,
and $38.0 million for the combined Predecessor and Successor periods included
within the nine months ended September 30, 2020. Other expenses during 2020
primarily are comprised of $24.1 million of professional fees associated with
restructuring activities, $4.2 million of write-off of certain trade
receivables, $3.8 million of costs associated with the Delta-Tinsley CO2
pipeline incident, and $1.6 million of costs associated with the APMTG Helium,
LLC helium supply contract ruling.

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                                  Denbury Inc.
   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

Income Taxes
                                                                            Successor                                Predecessor

                                                             Three Months         Period from Sept.               Period from July
                                                                Ended              19, 2020 through                1, 2020 through

In thousands, except per-BOE amounts and tax rates Sept. 30, 2021

         Sept. 30, 2020                 Sept. 18, 2020
Current income tax expense (benefit)                        $       350          $           6                    $     (1,451)
Deferred income tax expense (benefit)                                53                      6                        (302,356)
Total income tax expense (benefit)                          $       403          $          12                    $   (303,807)
Average income tax expense (benefit) per BOE                $      0.09          $        0.02                    $     (76.47)
Effective tax rate                                                  0.5  %                 0.4      %                     27.3    %
Total net deferred tax liability                            $     1,241          $       3,836



                                                                              Successor                                   Predecessor

                                                                                       Period from Sept.               Period from Jan.
                                                             Nine Months Ended          19, 2020 through                1, 2020 through
In thousands, except per-BOE amounts and tax rates            Sept. 30, 2021             Sept. 30, 2020                 Sept. 18, 2020
Current income tax expense (benefit)                        $           (101)         $           6                    $     (7,260)
Deferred income tax expense (benefit)                                    (34)                     6                        (408,869)
Total income tax expense (benefit)                          $           (135)         $          12                    $   (416,129)
Average income tax expense (benefit) per BOE                $          (0.01)         $        0.02                    $     (30.52)
Effective tax rate                                                       0.2  %                 0.4      %                     22.5    %



We evaluate our estimated annual effective income tax rate based on current and
forecasted business results and enacted tax laws on a quarterly basis and apply
this tax rate to our ordinary income or loss to calculate our estimated tax
liability or benefit. Our income taxes are based on an estimated combined
federal and state statutory rate of approximately 25% in 2021 and 2020. Our
effective tax rates for the Successor three and nine months ended September 30,
2021 were significantly lower than our estimated statutory rate, primarily due
to our overall deferred tax asset position and the valuation allowance
offsetting those assets. As we had a pre-tax loss for the nine months ended
September 30, 2021, the income tax benefit resulting from these losses is fully
offset by the change in valuation allowance, resulting in essentially no tax
provision.

As of September 30, 2021, the tax basis of our assets, primarily our oil and gas
properties, is in excess of their carrying value, as adjusted for fresh start
accounting on September 18, 2020; therefore, we are currently in a net deferred
tax asset position. Based on all available evidence, both positive and negative,
we continue to record a valuation allowance on our underlying deferred tax
assets as of September 30, 2021, as we believe our deferred tax assets are not
more-likely-than-not to be realized. We intend to maintain the valuation
allowances on our deferred tax assets until there is sufficient evidence to
support the reversal of all or some portion of the allowances, which will
largely be determined based on oil prices and the Company's ability to generate
positive pre-tax income.

The current income tax benefits for the Predecessor period ended September 18,
2020 represent amounts estimated to be receivable resulting from alternative
minimum tax credits and certain state tax obligations.

As of September 30, 2021, we had $0.6 million of alternative minimum tax credits, which under the Tax Cut and Jobs Act will be refunded in 2021 and are recorded as a receivable on the balance sheet. Our state net operating loss carryforwards expire in various years, starting in 2025.


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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations

Per-BOE Data

The following table summarizes our cash flow and results of operations on a per-BOE basis for the comparative periods. Each of the significant individual components is discussed above.


                                                        Three Months Ended                     Nine Months Ended
                                                          September 30,                          September 30,
Per-BOE data                                         2021                2020               2021                2020
Oil and natural gas revenues                     $    67.48          $   38.37          $    62.13          $   36.15
Receipt (payment) on settlements of
commodity derivatives                                (16.99)              3.90              (13.49)              6.19
Lease operating expenses                             (25.50)            (15.57)             (23.21)            (18.39)
Production and ad valorem taxes                       (5.13)             (3.00)              (4.75)             (2.84)
Transportation and marketing expenses                 (1.31)             (2.08)              (1.68)             (2.00)
Production netback                                    18.55              21.62               19.00              19.11
CO2 sales, net of operating and discovery
expenses                                               2.25               1.38                2.04               1.35
General and administrative expenses(1)                (3.37)             (3.66)              (4.72)             (3.53)
Interest expense, net                                 (0.15)             (1.76)              (0.26)             (3.42)
Reorganization items settled in cash                      -              (8.55)                  -              (2.75)
Stock compensation and other                          (0.31)             (2.72)               1.18              (0.74)
Changes in assets and liabilities relating
to operations                                          5.79               9.77                1.37               0.26
Cash flows from operations                            22.76              16.08               18.61              10.28
DD&A - excluding accelerated depreciation
charge                                                (8.25)             (8.71)              (8.53)            (10.87)
DD&A - accelerated depreciation charge(2)                 -              (0.39)                  -              (2.75)
Write-down of oil and natural gas
properties                                                -             (57.25)              (1.08)            (70.03)
Deferred income taxes                                 (0.01)             66.14                   -              28.73
Gain on extinguishment of debt                            -                  -                   -               1.33
Noncash fair value gains (losses) on
commodity derivatives                                  7.86              (4.03)             (11.33)              1.26
Noncash reorganization items, net                         -            (177.40)                  -             (56.98)
Other noncash items                                   (4.26)            (10.85)              (2.53)             (1.44)
Net income (loss)                                $    18.10          $ (176.41)         $    (4.86)         $ (100.47)



(1)General and administrative expenses include $15.3 million of performance
stock-based compensation related to the full vesting of outstanding performance
awards during the nine months ended September 30, 2021, resulting in a
significant non-recurring expense, which if excluded, would have caused these
expenses to average $3.58 per BOE.
(2)Represents an accelerated depreciation charge related to impaired unevaluated
properties that were transferred to the full cost pool.

CRITICAL ACCOUNTING POLICIES



For additional discussion of our critical accounting policies, see Management's
Discussion and Analysis of Financial Condition and Results of Operations in our
Form 10-K. Any new accounting policies or updates to existing accounting
policies as a result of new accounting pronouncements have been included in the
notes to the Company's Unaudited Condensed Consolidated Financial Statements
contained in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING INFORMATION



The data and/or statements contained in this Quarterly Report on Form 10-Q that
are not historical facts, including, but not limited to, statements found in the
section Management's Discussion and Analysis of Financial Condition and Results
of Operations, regarding possible or assumed future results of operations, cash
flows, production and capital expenditures, and

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Denbury Inc.

Management's Discussion and Analysis of Financial Condition and Results of


                                   Operations
other plans and objectives for the future operations of Denbury, projections or
assumptions as to general economic conditions and the economics of a carbon
capture, use and storage industry ("CCUS"), and anticipated effects of COVID-19
on U.S. and global oil demand, are forward-looking statements, as that term is
defined in Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that involve a number of risks and uncertainties. Such
forward-looking statements may be or may concern, among other things, the level
and sustainability of the recent increases in worldwide oil prices from their
COVID-19 coronavirus caused downturn, financial forecasts, oil price volatility,
current or future liquidity sources or their adequacy to support our anticipated
future activities, statements or predictions related to the ultimate nature,
timing and economic aspects of proposed carbon capture, use and storage industry
arrangements, possible future write-downs of oil and natural gas reserves,
together with assumptions based on current and projected production levels, oil
and gas prices and oilfield costs, the impact of current supply chain and
inflationary pressures or expectations on our operational or other assets,
current or future expectations or estimations of our cash flows or the impact of
changes in commodity prices on cash flows, borrowing capacity, price and
availability of advantageous commodity derivative contracts or their predicted
downside cash flow protection or cash settlement payments required,
mark-to-market commodity derivative values, forecasted drilling activity or
methods, including the timing and location thereof, the nature of any future
asset purchases or sales or the timing or proceeds thereof, estimated timing of
commencement of CO2 injections in particular fields or areas, including Cedar
Creek Anticline ("CCA"), or initial production responses in tertiary flooding
projects, other development activities, finding costs, interpretation or
prediction of formation details, hydrocarbon reserve quantities and values, CO2
reserves and supply and their availability, potential reserves, barrels or
percentages of recoverable original oil in place, the impact of changes or
proposed changes in Federal or state laws or outcomes of any pending litigation,
prospective legislation, orders or regulations affecting the oil and gas
industry or environmental regulations, competition, rates of return, and overall
worldwide or U.S. economic conditions, and other variables surrounding
operations and future plans. Such forward-looking statements generally are
accompanied by words such as "plan," "estimate," "expect," "predict,"
"forecast," "to our knowledge," "anticipate," "projected," "preliminary,"
"should," "assume," "believe," "may" or other words that convey, or are intended
to convey, the uncertainty of future events or outcomes. Such forward-looking
information is based upon management's current plans, expectations, estimates,
and assumptions and is subject to a number of risks and uncertainties that could
significantly and adversely affect current plans, anticipated actions, the
timing of such actions and our financial condition and results of operations. As
a consequence, actual results may differ materially from expectations, estimates
or assumptions expressed in or implied by any forward-looking statements made by
us or on our behalf. Among the factors that could cause actual results to differ
materially are fluctuations in worldwide oil prices or in U.S. oil prices and
consequently in the prices received or demand for our oil produced; decisions as
to production levels and/or pricing by OPEC+ or production levels by U.S.
producers in future periods; success of our risk management techniques; access
to and terms of credit in the commercial banking or other debt markets;
fluctuations in the prices of goods and services; the uncertainty of drilling
results and reserve estimates; operating hazards and remediation costs;
disruption of operations and damages from cybersecurity breaches, or from well
incidents, climate events such as hurricanes, tropical storms, floods, forest
fires, or other natural occurrences; conditions in the worldwide financial,
trade and credit markets; general economic conditions; competition; government
regulations, including changes in tax or environmental laws or regulations and
consequent unexpected delays, as well as the risks and uncertainties inherent in
oil and gas drilling and production activities or that are otherwise discussed
in this quarterly report, including, without limitation, the portions referenced
above, and the uncertainties set forth from time to time in our other public
reports, filings and public statements including, without limitation, the
Company's most recent Form 10-K.


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Denbury Inc.

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