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, 2021 (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.

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 be net-zero on its Scope 1,
2, and 3 CO2 emissions by 2030, primarily through increasing the amount of
captured industrial-sourced CO2 used in its operations.

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
lead 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 first half of 2022,
approximately 39% of the CO2 utilized in our oil and gas operations was
industrial-sourced CO2, equivalent to an annualized average usage rate of over 4
million metric tons in 2022. This compares to 34% utilized during the first half
of 2021, with the increase related to commencing CO2 injection in the first
phase of our Cedar Creek Anticline ("CCA") EOR project. We anticipate this
percentage will 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 CO2 offtake, transportation and storage solutions. In the
nearer term, while the energy transition is still evolving nationally, we
believe that a key driver in speeding that transition is identifying and
securing the long-term supply of industrial CO2, while also identifying
potential future sequestration sites and landowners of those locations. We
continue to make material progress in both of these areas, and thus far have
signed agreements securing the rights to five future sequestration sites which
we believe have the potential to store up to 1.5 billion metric tons of CO2. In
addition, we have executed several term sheets for the future transportation and
sequestration of CO2. During the first half of 2022, we capitalized
$24.0 million in "CCUS storage sites and related assets" in our Unaudited
Condensed Consolidated Balance Sheets, primarily consisting of acquisition costs
associated with sequestration sites. While our use of CO2 in EOR is the only
CCUS operation reflected in our historical financial and operational results (as
a cost), we believe the incentives offered under Section 45Q of the Internal
Revenue Code and the proposed Inflation Reduction Act of 2022 or otherwise will
drive demand for CCUS and allow us to collect a fee for the transportation and
storage of captured industrial-sourced CO2, including CO2 utilized in our EOR
operations. It will likely take several years to construct new capture
facilities and for dedicated storage sites to be developed. We believe our
existing CO2 pipeline infrastructure, EOR operations, and experience and
expertise in working with CO2 all position us to be a leader in this rapidly
developing industry.

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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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                                  June 30, 2022           March 31,2022           Dec. 31, 2021           Sept. 30, 2021           June 30, 2021
Oil, natural gas, and related
product sales                       $      451,970          $      384,911          $      333,348          $       308,454          $      282,708
Payment on settlements of
commodity derivatives                     (127,959)                (93,057)                (97,774)                 (77,670)                (63,343)
Oil, natural gas, and related
product sales and commodity
derivative settlements,
combined                            $      324,011          $      291,854          $      235,574          $       230,784          $      219,365

Average daily sales (BOE/d)                 46,561                  46,925                  48,882                   49,682                  49,133

Average net realized oil
prices
Oil price per Bbl - excluding
impact of derivative
settlements                         $       108.81          $        93.17          $        75.68          $         68.88          $        64.70
Oil price per Bbl - including
impact of derivative
settlements                                  77.63                      70.43                53.21                    51.35                   50.10



Average NYMEX WTI oil prices increased from the mid-$70s per Bbl range in the
fourth quarter of 2021 to approximately $95 per Bbl during the first quarter of
2022, then increasing to approximately $109 per Bbl during the second quarter of
2022. This increase in oil prices was due in part to worldwide oil supply
disruptions associated with the Russian invasion of Ukraine during the first
half of 2022.

As shown in the table above, our oil and natural gas revenues increased
significantly during the last four quarters as oil prices increased. However,
the benefit of the increase in revenues over this time period was offset in part
by the impact of higher cash payments on our commodity derivative contracts.
These contracts were largely required to be entered into during the fourth
quarter of 2020 under the one-time requirement of our September 18, 2020 bank
credit facility. During the second quarter of 2022, we paid $128.0 million
related to the expiration of commodity derivative contracts and expect to make
additional payments on the settlement of our contracts expiring during the
remainder of 2022. In the second half of 2022, less of our production is hedged,
and our hedges are at more favorable prices and with a greater mix of collars,
providing the potential for us to realize a greater portion of increased oil
prices.

Second Quarter 2022 Financial Results and Highlights. We recognized net income
of $155.5 million, or $2.83 per diluted common share, during the second quarter
of 2022, compared to a net loss of $77.7 million, or $1.52 per diluted common
share, during the second quarter of 2021. The primary drivers of the comparative
second quarter operating results include the following:

•Oil and natural gas revenues increased $169.3 million (60%) due primarily to an
increase in oil prices;
•Commodity derivatives expense decreased by $115.8 million consisting of a
$180.4 million increase in noncash fair value changes ($71.1 million gain during
the second quarter of 2022 compared to a $109.3 million loss in the prior-year
period), partially offset by a $64.6 million increase in cash payments upon
derivative contract settlements;
•Lease operating expenses increased $14.1 million (13%), primarily consisting of
increases of $6.5 million in power and fuel costs, $4.6 million in workovers,
$2.8 million in labor costs, and $2.4 million in CO2 expense, partially offset
by a $6.7 million insurance recovery of costs incurred in 2013 from property
damage at Delhi Field;
•Taxes other than income increased $13.9 million (62%) primarily due to an
increase in production taxes resulting from higher oil and gas revenues; and

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


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•Income taxes increased to an expense of $24.8 million during the second quarter of 2022 compared to a benefit of $0.3 million during the prior-year period.



Commencement of Cedar Creek Anticline CO2 Injection. In early February 2022, we
commenced CO2 injection in the first phase of our CCA EOR project and have
subsequently continued to increase CO2 injections into the field. In order to
stay ahead of potential supply chain delays, we plan to increase capital
investment in the second half of the year at CCA to accelerate our procurement
of compression equipment and construction of CO2 recycle facilities to ensure
facilities are in place to handle anticipated production from the field. We
continue to expect tertiary oil production response from CCA in the second half
of 2023.

Common Share Repurchase Program. In early May 2022, our Board of Directors
authorized a common share repurchase program for up to $250 million of
outstanding Denbury common stock. During the second quarter of 2022, the Company
repurchased 457,549 shares of Denbury common stock for $28.8 million, or $62.84
per share. Cumulatively through July 31, 2022, the Company repurchased 1,615,356
shares of Denbury common stock (approximately 3.2% of our outstanding shares of
common stock at March 31, 2022) for approximately $100.0 million, or an average
price of $61.92 per share. On August 2, 2022, the Board of Directors increased
the dollar amount of Denbury common stock that can be purchased under the
program to an aggregate of $350 million, and at that date, we were authorized to
repurchase up to an additional $250.0 million of common stock. The program has
no pre-established ending date and may be suspended or discontinued at any time.
The Company is not obligated to repurchase any dollar amount or specific number
of shares of its common stock under the program.

Increase in 2022 Capital Expenditure Plans. Based on inflationary cost increases
and the desire to accelerate capital spending to offset potential supply chain
delays, we are increasing our 2022 capital expenditures estimate for oil and gas
development activities from the previously anticipated upper end of $320 million
to approximately $360 million. Approximately half of the increase relates to
overall service cost inflation impacting the Company's operations, primarily
related to labor and steel costs, and the rest of the increase is associated
with CCA EOR development activities, where the Company is accelerating the
purchase of compression equipment and construction of CO2 recycle facilities to
ensure the field is ready to process the expected oil production response. In
addition, our original budget for CCUS capital is still estimated at $50
million, but could increase depending on activity in the second half of the
year. See further discussion under Capital Resources and Liquidity - 2022 Plans
and Capital Budget.

May 2022 Amendment to Senior Secured Bank Credit Agreement. In early May 2022,
we amended our bank credit facility to among other things, (1) increase the
borrowing base and lender commitments to $750 million, (2) extend the maturity
date to May 4, 2027, (3) modify certain interest rate provisions, and (4)
provide additional flexibility regarding our ability to make restricted payments
and investments. See further discussion of this amendment under Capital
Resources and Liquidity - Senior Secured Bank Credit Agreement. As of June 30,
2022, we had no outstanding borrowings on our senior secured bank credit
facility.

Warrant Exercises. During the three and six months ended June 30, 2022,
1,796,237 and 1,822,013 warrants were exercised for a total of 987,411 shares
and 1,001,564 shares, respectively, most of which were exercised on a cashless
basis. At June 30, 2022, the Company had approximately 3.4 million warrants
outstanding that can be exercised for shares of our common stock, which
represents approximately 60.9% of the aggregate series A and B warrants issued
in September 2020, at an exercise price of $32.59 per share for the 1.8 million
series A warrants outstanding and at an exercise price of $35.41 per share for
the 1.6 million series B warrants outstanding. The warrants may be exercised for
cash or on a cashless basis. The series A warrants are exercisable until
September 18, 2025, and the series B warrants are exercisable until September
18, 2023, at which times the warrants expire.

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 relate to our oil and gas development
capital expenditures and CCUS initiatives.

As of June 30, 2022, we had no outstanding borrowings and $12.0 million of
outstanding letters of credit under our $750 million senior secured bank credit
facility, leaving us with $738.0 million of borrowing base availability and
approximately $738.5 million of total liquidity including our cash position at
June 30, 2022. This liquidity is more than adequate to meet our

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


                                   Operations
currently planned operating and capital needs as we currently project our cash
flow from operations to significantly exceed our planned capital expenditures in
2022. In early May 2022, we amended our bank credit facility to among other
things, increase the borrowing base availability and lender commitments to $750
million (see further discussion of this amendment under Senior Secured Bank
Credit Agreement below).

Six Months Ended 2022 Sources and Uses. During the first half of 2022, we
generated cash flows from operations of $240.1 million, while incurring capital
costs of $169.9 million, consisting primarily of oil and gas development capital
expenditures of $143.9 million, CCUS related capital expenditures of $23.9
million, and capitalized interest of $2.1 million. During the second quarter of
2022, the Company also repurchased 457,549 shares of Denbury common stock for
$28.8 million, or $62.84 per share.

As further discussed below, based on oil price futures as of early August 2022,
we currently anticipate funding all of our 2022 capital budget from projected
operating cash flow while also generating excess cash flow. As the level of
excess cash we expect to generate in 2022 and future periods has increased with
the rise in oil prices during 2022, our Board of Directors adopted a share
repurchase program in early May 2022 authorizing the repurchase of up to $250
million of Denbury's common stock. Cumulatively through July 31, 2022, the
Company repurchased 1,615,356 shares of Denbury common stock (approximately 3.2%
of our outstanding shares of common stock at March 31, 2022) for approximately
$100 million, or an average price of $61.92 per share. On August 2, 2022, the
Board of Directors increased the dollar amount of Denbury common stock that can
be purchased under the program to an aggregate of $350 million, and at that
date, we were authorized to repurchase up to an additional $250.0 million of
common stock. The ultimate level of excess cash we may generate in 2022 and
future periods will be highly dependent on oil prices and many other factors,
but we currently believe our level of cash flow generation will be adequate to
fund our EOR and CCUS strategic priorities while also returning capital to our
shareholders through our share repurchase program.

2022 Plans and Capital Budget. Based on inflationary cost increases and the
desire to accelerate capital spending to offset potential supply chain delays,
we are increasing our 2022 capital expenditures estimate for oil and gas
development activities from the previously anticipated upper end of our range of
$320 million to approximately $360 million. Approximately half of the increase
relates to overall service cost inflation impacting the Company's operations,
primarily related to labor and steel costs, and the rest of the increase is
associated with CCA EOR development activities, where the Company is
accelerating the purchase of compression equipment and construction of CO2
recycle facilities to ensure the field is ready to process the expected oil
production response. In addition, anticipated spending for our CCUS business of
approximately $50 million remains unchanged but could increase depending on
activity levels in the second half of the year, with expenditures primarily
focused on securing CO2 sequestration sites and drilling one or more
stratigraphic test wells in those sequestration sites.


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


                                   Operations

Capital Expenditure Summary. The following table reflects incurred capital expenditures for the six months ended June 30, 2022 and 2021:



                                                             Six Months Ended
                                                                 June 30,
In thousands                                                2022           2021
Capital expenditure summary(1)
CCA EOR field expenditures(2)                            $  39,205      $  9,100
CCA CO2 pipelines                                            1,241         9,999
CCA tertiary development                                    40,446        19,099
Non-CCA tertiary and non-tertiary fields                    86,437        

40,297


 CO2 sources and other CO2 pipelines                         2,110          

-



 Capitalized internal costs(3)                              14,903        

14,785


Oil & gas development capital expenditures                 143,896        

74,181

CCUS storage sites and related capital expenditures 23,900

-


Acquisitions of oil and natural gas properties(4)              374        10,811

Capitalized interest                                         2,133         2,251
Total capital expenditures                               $ 170,303      $ 87,243



(1)Capital expenditures in this summary are presented on an as-incurred basis
(including accruals), and are $7.6 million lower than the capital expenditures
in the Unaudited Condensed Consolidated Statements of Cash Flows which are
presented on a cash basis.
(2)Includes pre-production CO2 costs associated with the CCA EOR development
project totaling $10.8 million during the first half of 2022.
(3)Includes capitalized internal acquisition, exploration and development costs
and pre-production tertiary startup costs.
(4)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., have increased our costs during late 2021 and thus far in
2022. Based on cost increases and shortages experienced across the industry and
higher fuel and power costs thus far in 2022, we anticipate additional increases
in the cost of, and demand for, goods and services and wages in our operations
during the remainder of 2022 which could negatively impact our results of
operations and cash flows in future periods.

Senior Secured Bank Credit Agreement. In September 2020, we entered into a $575
million bank credit agreement for a senior secured revolving credit facility
with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party
thereto (the "Bank Credit Agreement"). Availability under the Bank Credit
Agreement is subject to a borrowing base, which is redetermined semiannually on
or around May 1 or November 1 of each year, with our next scheduled
redetermination around November 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.

On May 4, 2022, we entered into a Second Amendment to the Bank Credit Agreement, which among other things:



•Increased the borrowing base and lender commitments from $575 million to $750
million;
•Extended the maturity date from January 30, 2024 to May 4, 2027;
•Modified the interest provisions on loans under the Bank Credit Agreement to
(1) reduce the applicable margin for alternate base rate loans from 2% to 3% per
annum to 1.5% to 2.5% per annum and (2) replace provisions referencing LIBOR
loans with Secured Overnight Financing Rate loans, with an applicable margin of
2.5% to 3.5% per annum; and
•Permitted us to pay dividends on our common stock and make other unlimited
restricted payments and investments so long as (1) no event of default or
borrowing base deficiency exists; (2) our total leverage ratio is 1.5 to 1 or
lower; and (3) availability under the Bank Credit Agreement is at least 20% of
the borrowing base.

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


                                   Operations

The Bank Credit Agreement also limits our ability to, among other things, incur
and repay other indebtedness; grant liens; engage in certain mergers,
consolidations, liquidations and dissolutions; engage in sales of assets; make
acquisitions and investments; make other restricted payments (including
redeeming, repurchasing or retiring our common stock); and enter into commodity
derivative agreements, in each case subject to certain customary exceptions to
such limitations, as specified in the Bank Credit Agreement. Our Bank Credit
Agreement required certain minimum commodity hedge levels in connection with our
emergence from bankruptcy; however, these conditions were met as of December 31,
2020, and we currently have no ongoing hedging requirements under the Bank
Credit Agreement.

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
June 30, 2022, our ratio of consolidated total debt to consolidated EBITDAX was
0.00 to 1.0 (with a maximum permitted ratio of 3.5 to 1.0) and our current ratio
was 2.70 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
August 3, 2022, and current oil commodity 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 and amendments
thereto, each of which is filed as an exhibit to our periodic reports filed with
the Securities and Exchange Commission ("SEC"). The Second Amendment to the
Credit Agreement, which is attached as Exhibit 10(d) to the Form 10-Q filed on
May 6, 2022, contains the full text of the current version of the Bank Credit
Agreement inclusive of all changes made by virtue of both the First and Second
Amendments thereto.

Commitments and Obligations. We have numerous contractual commitments in the
ordinary course of business including debt service requirements, operating
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,
2021, 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.

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


                                   Operations

RESULTS OF OPERATIONS



Certain of our operating results and statistics for the comparative three and
six months ended June 30, 2022 and 2021 are included in the following table:

                                                        Three Months Ended                       Six Months Ended
                                                             June 30,                                 June 30
In thousands, except per-share and unit
data                                                 2022                2021                2022                2021
Financial results
Net income (loss)(1)                             $  155,494          $  (77,695)         $  154,622          $ (147,337)
Net income (loss) per common share -
basic(1)                                               3.00               (1.52)               2.99               (2.91)
Net income (loss) per common share -
diluted(1)                                             2.83               (1.52)               2.81               (2.91)
Net cash provided by operating activities           149,965                 90,882          240,108                143,538
Average daily sales volumes
Bbls/d                                               45,104              47,653              45,284              46,834
Mcf/d                                                 8,741               8,882               8,747               8,494
BOE/d(2)                                             46,561              49,133              46,742              48,250
Oil and natural gas sales
Oil sales                                        $  446,592          $  280,577          $  827,834          $  513,621
Natural gas sales                                     5,378               2,131               9,047               4,532
Total oil and natural gas sales                  $  451,970          $  282,708          $  836,881          $  518,153
Commodity derivative contracts(3)
Payment on settlements of commodity
derivatives                                      $ (127,959)         $  (63,343)         $ (221,016)         $ (101,796)
Noncash fair value gains (losses) on
commodity derivatives                                71,105            (109,321)            (28,557)           (186,611)
Commodity derivatives expense                    $  (56,854)         $ (172,664)         $ (249,573)         $ (288,407)
Unit prices - excluding impact of
derivative settlements
Oil price per Bbl                                $   108.81          $    64.70          $   101.00          $    60.59
Natural gas price per Mcf                              6.76                2.64                5.71                2.95
Unit prices - including impact of
derivative settlements(3)
Oil price per Bbl                                $    77.63          $    50.10          $    74.03          $    48.58
Natural gas price per Mcf                              6.76                2.64                5.71                2.95
Oil and natural gas operating expenses
Lease operating expenses                         $  124,351          $  110,225          $  242,179          $  192,195
Transportation and marketing expenses                 4,802               8,522               9,447              16,319
Production and ad valorem taxes                      35,570              21,836              66,013              39,731
Oil and natural gas operating revenues and
expenses per BOE
Oil and natural gas revenues                     $   106.67          $    63.23          $    98.92          $    59.33
Lease operating expenses                              29.35               24.65               28.63               22.01
Transportation and marketing expenses                  1.13                1.91                1.12                1.87
Production and ad valorem taxes                        8.40                4.88                7.80                4.55
CO2 - revenues and expenses
CO2 sales and transportation fees                $   12,610          $   10,134          $   26,032          $   19,362
CO2 operating and discovery expenses                 (1,681)             (1,531)             (4,498)             (2,524)
CO2 revenue and expenses, net                    $   10,929          $    8,603          $   21,534          $   16,838



(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.
(2)Barrel of oil equivalent using the ratio of one barrel of oil to six Mcf of
natural gas ("BOE").
(3)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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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 2021 and for the first and second quarters of 2022 is shown below:

Average Daily Sales Volumes (BOE/d)


                                                Second                          First                      Fourth               Third                Second               First
                                               Quarter                         Quarter                    Quarter              Quarter              Quarter              Quarter
Operating Area                                   2022                            2022                       2021                 2021                 2021                 2021
Tertiary oil sales volumes
Gulf Coast region
Delhi                                            2,478                          2,675                      2,731                2,859                2,931                2,925
Hastings                                         4,304                          4,430                      4,212                4,343                4,487                4,226
Heidelberg                                       3,528                          3,653                      3,797                3,895                3,942                4,054
Oyster Bayou                                     3,423                          3,745                      4,039                3,942                3,791                3,554
Tinsley                                          3,050                          3,015                      3,353                3,390                3,455                3,424
Other(1)                                         5,422                          5,498                      5,801                5,907                6,074                6,098
Total Gulf Coast region                         22,205                         23,016                     23,933               24,336               24,680               24,281
Rocky Mountain region
Bell Creek                                       4,122                          4,474                      4,331                4,330                4,394                4,614
Other(2)                                         5,064                          4,746                      4,551                4,703                4,378                2,573
Total Rocky Mountain region                      9,186                          9,220                      8,882                9,033                8,772                7,187
Total tertiary oil sales volumes                31,391                         32,236                     32,815               33,369               33,452               31,468
Non-tertiary oil and gas sales volumes
Gulf Coast region
Total Gulf Coast region                          3,566                          3,630                      3,929                3,763                3,415                3,621
Rocky Mountain region
Cedar Creek Anticline                           10,224                          9,721                     10,784               11,182               10,918               11,150
Other(3)                                         1,380                          1,338                      1,354                1,368                1,348                1,118
Total Rocky Mountain region                     11,604                         11,059                     12,138               12,550               12,266               12,268
Total non-tertiary sales volumes                15,170                         14,689                     16,067               16,313               15,681               15,889

Total sales volumes                             46,561                         46,925                     48,882               49,682               49,133               47,357



(1)Includes Brookhaven, Cranfield, Eucutta, Little Creek, Mallalieu,
Martinville, McComb, Soso, and West Yellow Creek fields.
(2)Includes tertiary sales volumes related to our working interest positions in
the Big Sand Draw and Beaver Creek EOR fields (collectively "Wind River Basin")
acquired on March 3, 2021, as well as Salt Creek and Grieve fields.
(3)Includes non-tertiary sales volumes from Wind River Basin, as well as Hartzog
Draw and Bell Creek fields.

Total sales volumes during the second quarter of 2022 averaged 46,561 BOE/d,
including 31,391 Bbls/d from tertiary properties and 15,170 BOE/d from
non-tertiary properties. This sales volume was relatively flat with first
quarter of 2022 sales volumes as sales volume increases at CCA, Wind River Basin
(262 BOE/d increase) and Grieve fields (297 BOE/d increase) in the Rocky
Mountain region were offset by declines across various fields, with the largest
declines at Bell Creek and Oyster Bayou due to downtime related to compressor
and workover activities. On a year-over-year basis, sales volumes decreased
2,572 BOE/d (5%) compared to sales levels in the second quarter of 2021
primarily attributable to low levels of capital investment and development
spending in recent years (excluding the new EOR development at CCA). We
currently expect sales volumes during the third quarter of 2022 to be consistent
with the second quarter of 2022 and sales volumes to increase during the fourth
quarter of 2022, as a result of incremental production increases from
development projects completed in the first half of the year.


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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 six months ended June 30, 2022 were 97% oil, consistent with our sales during the comparable prior-year periods.

Oil and Natural Gas Revenues



Our oil and natural gas revenues during the three and six months ended June 30,
2022 increased 60% and 62%, respectively, compared to these revenues for the
same periods in 2021. The changes in our oil and natural gas revenues are due to
higher realized commodity prices (excluding any impact of our commodity
derivative contracts), as reflected in the following table:

                                                        Three Months Ended                                 Six Months Ended
                                                             June 30,                                          June 30,
                                                          2022 vs. 2021                                      2022 vs. 2021
                                               Increase            Percentage Increase            Increase           Percentage Increase
                                            (Decrease) in             (Decrease) in            (Decrease) in            (Decrease) in
In thousands                                   Revenues                 Revenues                  Revenues                 Revenues
Change in oil and natural gas
revenues due to:
Decrease in sales volumes                  $     (14,799)                         (5) %       $     (16,191)                        (3) %
Increase in realized commodity
prices                                           184,061                          65  %             334,919                         65  %
Total increase in oil and natural
gas revenues                               $     169,262                          60  %       $     318,728                         62  %



Excluding any impact of our commodity derivative contracts, our average net
realized commodity prices and NYMEX differentials were as follows during the
three months ended March 31, 2022 and 2021 and the three and six months ended
June 30, 2022 and 2021:

                                                        Three Months Ended                     Three Months Ended                                Six Months Ended
                                                             March 31,                              June 30,                            June 30,
                                                       2022                2021               2022               2021                          2022              2021
Average net realized prices
Oil price per Bbl                                $    93.17             $ 56.28          $    108.81          $ 64.70                      $  101.00          $ 60.59
Natural gas price per Mcf                              4.66                3.29                 6.76             2.64                           5.71             2.95
Price per BOE                                         91.14               55.24               106.67            63.23                          98.92            59.33
Average NYMEX differentials
Gulf Coast region
Oil per Bbl                                      $    (1.37)            $ (1.37)         $      0.16          $ (1.13)                     $   (0.72)         $ (1.23)
Natural gas per Mcf                                    0.16                0.68                 0.02            (0.11)                          0.01             0.30
Rocky Mountain region
Oil per Bbl                                      $    (1.38)            $ (1.80)         $      0.01          $ (1.59)                     $   (0.59)         $ (1.54)
Natural gas per Mcf                                    0.08                0.49                (1.12)           (0.47)                         (0.49)           (0.04)
Total Company
Oil per Bbl                                      $    (1.37)            $ (1.54)         $      0.09          $ (1.32)                     $   (0.67)         $ (1.36)
Natural gas per Mcf                                    0.11                0.58                (0.71)           (0.33)                         (0.31)            0.11


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 positive $0.16 per Bbl during the second quarter of 2022, an improvement
compared to a negative $1.13 per Bbl during the second quarter of 2021 and a
negative $1.37 per Bbl during the first quarter of 2022. During the second
quarter of 2022, the Company

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Denbury Inc.

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


                                   Operations

modified certain of its sales contracts and benefited from improved pricing for its Gulf Coast grades relative to NYMEX WTI prices.



•Rocky Mountain Region. NYMEX oil differentials in the Rocky Mountain region
were essentially flat with NYMEX WTI prices during the second quarter of 2022,
compared to $1.59 per Bbl below NYMEX during the second quarter of 2021 and
$1.38 per Bbl below NYMEX during the first quarter of 2022. Similar to our
differentials in the Gulf Coast region, differentials in the Rocky Mountain
region improved significantly during the second quarter of 2022 as regional
demand for our Rockies crude was strong. 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 a portion of the CO2 we own 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 $12.6 million and $26.0 million during the three and
six months ended June 30, 2022, respectively, compared to $10.1 million and
$19.4 million during the three and six-month periods ended June 30, 2021,
respectively. The increases from the prior-year periods were primarily due to
new contracts and an increase in CO2 sales volumes.

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 table summarizes the impact our crude oil derivative contracts had
on our operating results for the three and six months ended June 30, 2022 and
2021:

                                                           Three Months Ended                       Six Months Ended
                                                                June 30,                                June 30,
In thousands                                            2022                2021                2022                2021
Payment on settlements of commodity
derivatives                                         $ (127,959)         $  (63,343)         $ (221,016)         $ (101,796)
Noncash fair value gains (losses) on
commodity derivatives                                   71,105            (109,321)            (28,557)           (186,611)
Total expense                                       $  (56,854)         $ (172,664)         $ (249,573)         $ (288,407)



Changes in our commodity derivatives expense are related to the expiration of
commodity derivative contracts, changes in oil futures prices between the second
quarter of 2021 and 2022, and new commodity derivative contract commitments for
future periods. During the first half of 2022, we paid $221.0 million upon
settlement of commodity derivative contracts, corresponding with the large
increase in oil prices and the Company's oil revenues during that same period.

In order to provide a level of price protection to a portion of our oil
production, we have hedged a portion of our estimated oil production through
2023 using NYMEX fixed-price swaps and costless collars. See Note 7, Commodity
Derivative Contracts, to the Unaudited Condensed Consolidated Financial
Statements for additional details of our outstanding commodity

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Denbury Inc.

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


                                   Operations
derivative contracts as of June 30, 2022, 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 August 3, 2022:

                                                                                  2H 2022                     1H 2023                      2H 2023
      WTI NYMEX        Volumes Hedged (Bbls/d)                                     9,500                       4,500                        2,000
  Fixed-Price Swaps    Weighted Average Swap Price                                 $57.52                      $74.88                       $76.80
      WTI NYMEX        Volumes Hedged (Bbls/d)                                     11,500                      17,500                       9,000
       Collars         Weighted Average Floor / Ceiling Price                 $52.39 / $67.29             $69.71 / $100.42             $68.33 / $100.69
                       Total Volumes Hedged (Bbls/d)                               21,000                      22,000                       11,000



Based on current contracts in place and NYMEX oil futures prices as of August 3,
2022, which averaged approximately $89 per Bbl, we currently expect that we
would make cash payments of approximately $115 million upon settlement of our
July through December 2022 contracts, the amount of which is primarily dependent
upon fluctuations in future NYMEX oil prices in relation to the prices of our
remaining 2022 fixed-price swaps which have a weighted average NYMEX oil price
of $57.52 per Bbl and weighted average ceiling prices of our 2022 collars of
$67.29 per Bbl. Changes in commodity prices, expiration of contracts, and new
commodity contract commitments 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

                                                 Three Months Ended             Six Months Ended
                                                      June 30,                      June 30,
In thousands, except per-BOE data               2022           2021           2022           2021
Total lease operating expenses               $ 124,351      $ 110,225

$ 242,179 $ 192,195

Total lease operating expenses per BOE $ 29.35 $ 24.65 $ 28.63 $ 22.01





Total lease operating expenses increased $14.1 million (13%) and $50.0 million
(26%) on an absolute-dollar basis, or $4.70 (19%) and $6.62 (30%) on a per-BOE
basis, during the three and six months ended June 30, 2022, respectively,
compared to the same prior-year periods. The increases on an absolute-dollar and
per-BOE basis during the three months ended June 30, 2022 were primarily due to
increases of $6.5 million in power and fuel costs, $4.6 million in workovers,
$2.8 million in labor costs, and $2.4 million in CO2 expense, partially offset
by an insurance reimbursement totaling $6.7 million recorded for property damage
costs incurred during 2013 at Delhi Field. The increase in lease operating
expenses during the six months ended June 30, 2022 was further impacted by (a) a
benefit of $16.3 million during the six months ended June 30, 2021 resulting
from compensation under the Company's power agreements for power interruption
during the severe winter storm in February 2021 which related to power outages
in Texas and disrupted the Company's operations and (b) an additional $9.5
million of expense as the 2022 period reflects an entire six month's worth of
lease operating expenses from our March 2021 acquisition of Wind River Basin
properties. Compared to the first quarter of 2022, lease operating expenses in
the most recent quarter increased $6.5 million (6%) on an absolute-dollar basis
and $1.45 (5%) on a per-BOE basis, due primarily to higher workover, labor
costs, CO2 expense, and power and fuel costs, partially offset by the insurance
reimbursement discussed above.

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 $4.8 million and $8.5
million for the three months ended June 30, 2022 and 2021, respectively, and
$9.4 million and $16.3 million for the six months ended June 30, 2022 and 2021,
respectively. The decreases during the most recent comparative three and
six-month periods were primarily due to a change in the sales contracts of
certain of our production, which reduced our transportation expense.


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Denbury Inc.

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


                                   Operations

Taxes Other Than Income



Taxes other than income includes production, ad valorem and franchise taxes.
Taxes other than income increased $13.9 million (62%) and $26.4 million (64%)
during the three and six months ended June 30, 2022, respectively, compared to
the same prior-year periods, due primarily to an increase in production taxes
resulting from higher oil and natural gas revenues.

General and Administrative Expenses ("G&A")



                                                       Three Months Ended                     Six Months Ended
                                                            June 30,                              June 30,
In thousands, except per-BOE data and
employees                                           2022                2021               2022               2021
Cash G&A costs                                  $   15,131          $  12,898          $  30,852          $  27,201
Stock-based compensation                             4,104              2,552              7,075             20,232
G&A expense                                     $   19,235          $  15,450          $  37,927          $  47,433

G&A per BOE
Cash G&A costs                                  $     3.57          $    2.89          $    3.65          $    3.11
Stock-based compensation                              0.97               0.57               0.83               2.32
G&A expenses                                    $     4.54          $    3.46          $    4.48          $    5.43

Employees as of period end                                740             690



Our G&A expense on an absolute-dollar basis was $19.2 million during the three
months ended June 30, 2022, an increase of $3.8 million from the same prior-year
period, primarily due to higher employee-related costs ($1.6 million for
stock-based compensation) and higher professional service fees. During the six
months ended June 30, 2022, our G&A expense decreased $9.5 million, primarily
due to a decrease in stock-based compensation as the six months ended June 30,
2021 included $15.3 million of stock-based compensation expense in the first
quarter of 2021 resulting from the accelerated performance achievement and
vesting of performance-based equity awards granted in late 2020, partially
offset by higher employee-related costs and professional service fees.

Interest and Financing Expenses



                                                      Three Months Ended                     Six Months Ended
                                                           June 30,                              June 30,
In thousands, except per-BOE data and
interest rates                                      2022               2021               2022               2021
Cash interest(1)                                $   1,252          $   1,735          $   2,382          $   3,669

Noncash interest expense                            1,249                685              1,934              1,370

Less: capitalized interest                           (975)            (1,168)            (2,133)            (2,251)
Interest expense, net                           $   1,526          $   1,252          $   2,183          $   2,788
Interest expense, net per BOE                   $    0.36          $    0.28          $    0.26          $    0.32
Average debt principal outstanding              $  29,088          $ 107,542          $  31,669          $ 121,392
Average cash interest rate(2)                         6.0  %             4.2  %             5.7  %             4.1  %



(1)Includes commitment fees paid on the Company's bank credit facility but
excludes debt issue costs.
(2)Excludes commitment fees paid on the Company's bank credit facility and debt
issue costs.

Cash interest during the three and six months ended June 30, 2022 decreased $0.5
million (28%) and $1.3 million (35%) when compared to the same prior-year
periods. The decreases between periods were primarily due to repayment of our
pipeline financings in October 2021 and a decrease in the average principal
outstanding on our senior secured bank credit facility. The

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Denbury Inc.

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


                                   Operations
increase in noncash interest expense during the three and six months ended
June 30, 2022, compared to the same prior-year periods, was due to a write-off
of debt issuance costs related to lenders who exited our senior secured bank
credit facility in conjunction with our May 2022 amendment.

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



                                                       Three Months Ended                     Six Months Ended
                                                            June 30,                              June 30,
In thousands, except per-BOE data                   2022                2021               2022               2021
Oil and natural gas properties                  $   29,084          $  28,550          $  57,752          $  60,565
CO2 properties, pipelines, plants and
other property and equipment                         6,316              7,831             12,993             15,266

Total DD&A                                      $   35,400          $  36,381          $  70,745          $  75,831

DD&A per BOE
Oil and natural gas properties                  $     6.86          $    6.39          $    6.83          $    6.94
CO2 properties, pipelines, plants and
other property and equipment                          1.49               1.75               1.53               1.74

Total DD&A cost per BOE                         $     8.35          $    8.14          $    8.36          $    8.68

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



The decrease in DD&A expense during the three months ended June 30, 2022, when
compared to the same period in 2021, was primarily due to lower depreciation on
other fixed assets and CO2 sources, partially offset by higher accretion expense
related to asset retirement obligations at our oil and gas properties. DD&A
expense decreased $5.1 million during the six months ended June 30, 2022, when
compared to the same prior-year period, primarily due to a lower depletion rate
as a result of an increase in our estimate of proved reserves between the
periods based on higher commodity pricing and lower depreciation on other fixed
assets and CO2 sources.

First Quarter 2021 Full Cost Pool Ceiling Test Write-Down



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. The write-down was
primarily a result of the March 2021 acquisition of Wyoming CO2 EOR properties
(see Note 2, Acquisition and Divestiture) 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. We did not record a ceiling test
write-down during the three or six months ended June 30, 2022.

Other Expenses



Other expenses during the three and six months ended June 30, 2022 include a
$3.9 million accrual for a preliminarily assessed civil penalty proposed by the
Pipeline and Hazardous Materials Safety Administration of the U.S. Department of
Transportation in a Notice of Probable Violation (see Item 1, Legal Proceedings
- Notice of Probable Violation from Pipeline and Hazardous Materials Safety
Administration ("PHMSA") Regarding Delta-Tinsley CO2 Pipeline Failure). Other
expenses totaled $3.2 million and $5.4 million during the three and six months
ended June 30, 2021, respectively.


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

                                                       Three Months Ended                     Six Months Ended
                                                            June 30,                              June 30,
In thousands, except per-BOE amounts and
tax rates                                           2022                2021               2022               2021
Current income tax expense (benefit)            $    2,912          $    (260)         $   2,351          $    (451)
Deferred income tax expense (benefit)               21,936                (36)            15,992                (87)
Total income tax expense (benefit)              $   24,848          $    (296)         $  18,343          $    (538)
Average income tax expense (benefit) per
BOE                                             $     5.87          $   (0.07)         $    2.17          $   (0.06)
Effective tax rate                                    13.8  %             0.4  %            10.6  %             0.4  %
Total net deferred tax liability                $   17,630          $   

1,187





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 2022 and 2021. Our
effective tax rate for the three and six months ended June 30, 2022 was
significantly lower than our estimated statutory rate primarily due to the
release of the valuation allowance that was recorded in the three and six months
ended June 30, 2022. Our annualized effective tax rate for the year ended
December 31, 2022 is currently estimated to be approximately 15%, as it includes
the impact of the release of an additional $40.2 million of valuation allowances
over the remaining two quarters of 2022. This rate could move higher or lower
based on our ultimate level of income.

We make estimates and judgments in determining our income tax expense for
financial reporting purposes. These estimates and judgments occur in the
calculation of certain tax assets and liabilities that arise from differences in
the timing and recognition of revenue and expense for tax and financial
reporting purposes. Significant judgment is required in estimating valuation
allowances, and in making this determination we consider all available positive
and negative evidence and make certain assumptions. The realization of a
deferred tax asset ultimately depends on the existence of sufficient taxable
income in the applicable carryback or carryforward periods. In our assessment,
we consider the nature, frequency, and severity of current and cumulative
losses, as well as historical and forecasted financial results, the overall
business environment, our industry's historic cyclicality, the reversal of
existing deferred tax assets and liabilities, and tax planning strategies.

We assess the valuation allowance recorded on our deferred tax assets, which was
$125.5 million at December 31, 2021, on a quarterly basis. This valuation
allowance on our federal and certain state deferred tax assets was recorded in
September 2020 after the application of fresh start accounting, as (1) the tax
basis of our assets, primarily our oil and gas properties, was in excess of the
carrying value, as adjusted for fresh start accounting and (2) our historical
pre-tax income reflected a three-year cumulative loss primarily due to ceiling
test write-downs and reorganization items that were recorded in 2020. While we
continued to be in a cumulative three-year-loss position during the first
quarter of 2022, we initially determined, at that time, that there was
sufficient positive evidence, primarily related to a substantial increase in
worldwide oil prices, to conclude that $64.9 million of our federal and certain
state deferred tax assets are more likely than not to be realized. Accordingly,
we reversed $5.9 million of this valuation allowance during the three months
ended March 31, 2022, $18.8 million during the three months ended June 30, 2022,
and currently expect to reverse the remaining $40.2 million during the second
half of 2022, resulting in a reduction to our annualized effective tax rate. We
will continue to maintain a valuation allowance of $60.6 million for certain
state tax benefits that we currently do not expect to realize before their
expiration.

As of June 30, 2022, we had $0.6 million of alternative minimum tax credits,
which under the Tax Cut and Jobs Act will be refundable by 2022 and are recorded
as a receivable on the balance sheet. Our significant 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                      Six Months Ended
                                                             June 30,                               June 30,
Per-BOE data                                         2022                2021               2022                2021
Oil and natural gas revenues                     $   106.67          $   63.23          $    98.92          $   59.33
Payment on settlements of commodity
derivatives                                          (30.20)            (14.17)             (26.13)            (11.65)
Lease operating expenses                             (29.35)            (24.65)             (28.63)            (22.01)
Production and ad valorem taxes                       (8.40)             (4.88)              (7.80)             (4.55)
Transportation and marketing expenses                 (1.13)             (1.91)              (1.12)             (1.87)
Production netback                                    37.59              17.62               35.24              19.25
CO2 sales, net of operating and discovery
expenses                                               2.58               1.93                2.55               1.93
General and administrative expenses(1)                (4.54)             (3.46)              (4.48)             (5.43)
Interest expense, net                                 (0.36)             (0.28)              (0.26)             (0.32)
Stock compensation and other                          (1.01)              0.12               (0.45)              1.95
Changes in assets and liabilities relating
to operations                                          1.13               4.40               (4.22)             (0.94)
Cash flows from operations                            35.39              20.33               28.38              16.44
DD&A                                                  (8.35)             (8.14)              (8.36)             (8.68)

Write-down of oil and natural gas
properties                                                -                  -                   -              (1.65)
Deferred income taxes                                 (5.18)              0.01               (1.89)              0.01

Noncash fair value gains (losses) on
commodity derivatives                                 16.78             (24.45)              (3.37)            (21.37)
Other noncash items                                   (1.94)             (5.13)               3.52              (1.62)
Net income (loss)                                $    36.70          $  (17.38)         $    18.28          $  (16.87)



(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 six months ended June 30, 2021, resulting in a significant
non-recurring expense, which if excluded, would have caused these expenses to
average $3.68 per BOE.

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, such as those related to our CCUS
storage sites and related assets, 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 other plans and objectives for
the future operations of Denbury, projections or assumptions as to oil markets
or general economic conditions and the economics of a carbon capture, use and
storage industry ("CCUS"), 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 recent higher worldwide oil prices; the extent of
future oil price volatility; current or future liquidity sources or their
adequacy to support our

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Denbury Inc.

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


                                   Operations
anticipated future activities; statements or predictions related to the ultimate
timing and financial impact of our current or proposed carbon capture, use and
storage arrangements; our projected production levels, oil and natural gas
revenues, oil and gas prices and oilfield costs, the impact of current supply
chain and inflation on our results of operations; current or future expectations
or estimations of our cash flows or the impact of changes in commodity prices on
cash flows; availability, terms and financial statement and cash settlement
impact of commodity derivative contracts or their predicted downside cash flow
protection; forecasted drilling activity or methods, including the timing and
location thereof; estimated timing of commencement of CO2 injections in
particular fields or areas, 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 tax or environmental laws or regulations;
the outcomes of any pending litigation or regulatory proceedings; 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 that could significantly and adversely
affect current plans, anticipated outcomes, 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 or U.S. oil prices, especially as oil prices are
affected by the war in Ukraine, and geopolitical and economic consequences of
such war and resulting financial sanctions; decisions as to production levels
and/or pricing by OPEC or U.S. producers in future periods; the impact of
COVID-19 or other viral outbreaks on economic activity levels and ultimately oil
prices; the pace and terms of agreements reached with third parties for the
capture, transportation, use and ultimate permanent sequestration of CO2; the
timing and success of CCUS projects that, while undertaken by third parties, are
related to our CCUS efforts; success of our risk management techniques; 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 currency and credit markets; the risks and
uncertainties inherent in oil and gas drilling and production activities; and
the risks and uncertainties set forth from time to time in this or 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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