The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related notes included in Item 8.
Financial Statements and Supplementary Data and also with Item 1A. Risk Factors
of this report. A discussion of changes in our results of operations and
liquidity from 2019 to 2020 has been omitted from this report but can be found
in Item 7. Management's Discussion and Analysis, of our Annual Report on Form
10-K for the year ended December 31, 2020, filed with the SEC on February 25,
2021. Further, we encourage you to review the Special Note Regarding
Forward-Looking Statements in Part I of this report.

EXECUTIVE SUMMARY

2021 Financial Overview of Operations and Liquidity

Market Conditions

The crude oil and natural gas industry is cyclical and commodity prices are inherently volatile. Commodity prices reflect global supply and demand dynamics as well as the geopolitical and macroeconomic environment.

Crude Oil Markets



In 2020, the COVID-19 pandemic led to a significant decline in commodity prices
due to the decrease in demand for crude oil, negatively impacting crude oil and
natural gas producers, such as PDC. Due to the decrease in oil demand, the
Organization of Petroleum Exporting Countries ("OPEC") and other oil producing
countries significantly decreased production, resulting in a low level of global
supply. During 2021, the global economy slowly recovered from the impacts of
COVID-19 and related variants through vaccination distributions. The recovery of
the global economy was supported by gradual increases to production volumes from
OPEC and other oil producing countries; however, demand growth exceeded the
production increases, resulting in higher commodity prices compared to
pre-COVID-19 prices. The commodity price environment may remain volatile for an
extended period due to, among other things, outbreaks caused by coronavirus
variants, the recovery of the economy, unexpected supply disruptions in key
producing countries, geopolitical disputes, weather conditions, and ongoing
investor and regulatory pressure to replace fossil fuel consumption with lower
carbon emission alternatives.

Natural Gas and NGL Markets

In addition to the crude oil market drivers noted above, natural gas and NGL
prices are also affected by structural changes in supply and demand, growth in
levels of liquified natural gas exports and deviations from seasonally normal
weather. Lower inventory levels and lack of reinvestment in supply growth have
driven natural gas and NGL prices higher than recent levels.

Financial Matters

Twelve months ended December 31, 2021

•Production volumes increased 4 percent to 71.3 MMboe in 2021 compared to 2020 as a result of our full-year drilling and completion program during 2021.

•Crude oil, natural gas and NGLs sales increased to $2.6 billion in 2021 compared to $1.2 billion in 2020, primarily due to the 112 percent increase in weighted average realized commodity prices.



•Incurred negative net settlements from our commodity derivative contracts of
$410.2 million compared to positive net settlements of $279.3 million in 2020
due to improvement in commodity prices during 2021.

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•Combined revenue from crude oil, natural gas and NGLs sales and net settlements
from our commodity derivative instruments increased 50 percent to $2.1 billion
from $1.4 billion in 2020.

•Generated net income of $522.3 million, or $5.22 per diluted share, compared to
a net loss of $724.3 million, or $7.37 per diluted share, in 2020. The net
income during the period compared to the net loss in the prior period was
significantly impacted by an increase in crude oil, natural gas and NGLs sales
of $1,400.0 million and an $882.4 million impairment charge recognized in 2020.
These positive factors were partially offset by an increased loss of $881.7
million in commodity price risk management and $105.8 million in additional
production taxes between periods.

•Adjusted EBITDAX, a non-U.S. GAAP financial measure, was $1,593.8 million
compared to $990.6 million in 2020, primarily due to an increase in sales of
$710.5 million, net of negative net derivative settlements.

•Cash flows from operations increased to $1,547.8 million compared to $870.1
million in 2020. Adjusted cash flows from operations, a non-U.S. GAAP financial
measure, increased to $1,532.6 million compared to $921.6 million in 2020.
Adjusted free cash flows, a non-U.S. GAAP financial measure, increased to $949.0
million from $399.3 million in 2020.

See Reconciliation of Non-U.S. GAAP Financial Measures below for a more detailed
discussion of these non-U.S. GAAP financial measures and a reconciliation of
these measures to the most comparable U.S. GAAP measures.

Pending Acquisition



On February 26, 2022, we entered into the Acquisition Agreement to acquire Great
Western for approximately $1.3 billion, inclusive of Great Western's net debt.
Great Western is an in dependent oil and gas company focused on the exploration,
production and development of crude oil and natural gas in Colorado. We
anticipate acquiring approximately 54,000 net acres in the Core Wattenberg and
production of approximately 55,000 Boe per day. Under the terms of the
Acquisition Agreement, the purchase price of the Great Western Acquisition will
consist of approximately 4.0 million shares of our common stock and
approximately $543 million in cash. The cash portion of the purchase price is
expected to be funded through a combination of cash on hand and availability
under our revolving credit facility. We expect the Great Western Acquisition to
be completed in the second quarter of 2022, subject to certain customary closing
conditions. Upon a successful close, we anticipate adding between $225 million
and $275 million to our planned 2022 Wattenberg capital investment. See Item 1A.
Risk Factors for risk factors related to the Great Western Acquisition of this
report.

Drilling, Completion and Vertical Well Abandonment Overview



During 2021, we operated one full-time drilling rig, one spudder rig and one
full-time completion crew in the Wattenberg Field. In addition, we operated one
full-time drilling rig and one part-time completion crew, which started in March
and ended in June, in the Delaware Basin. Our total capital investments in crude
oil and natural gas properties for the year ended December 31, 2021 were
$583.7 million. We operated a full-time workover rig in the Wattenberg Field in
2021 for use in our plugging and abandonment program. This program focused on
our legacy vertical wells to assist in our horizontal drilling program and to
reduce our overall produced well emissions. We spent $30.5 million on this
program in 2021.
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The following table summarize our drilling, completion and vertical well abandonment activities for the year ended December 31, 2021:



                                                                                           Operated Wells
                                                Wattenberg Field                              Delaware Basin                                Total
                                          Gross                    Net                  Gross                  Net                Gross                Net
In-process as of December 31,
2020                                        214                    201.8                      20                 19.0                234               220.8
Wells spud                                   78                     74.2                      19                 19.0                 97                93.2
Wells turned-in-line                       (149)                  (143.0)                    (18)               (17.4)              (167)             (160.4)
In-process as of December 31,
2021                                        143                    133.0                      21                 20.6                164               153.6

Plugged and abandoned -
Vertical Wells                              404                    392.0                       -                    -                404               392.0


Our in-process wells represent wells that are in the process of being drilled or have been drilled and are waiting to be fractured and/or for gas pipeline connection. Our in-process wells are generally completed and turned-in-line within two years of drilling.

Debt Reductions and Capital Returns



Debt Reduction. During the year ended December 31, 2021, we significantly
reduced our indebtedness by $670.3 million. This reduction included net
repayments of $168.0 million on our revolving credit facility, resulting in no
outstanding balance at the period end. On September 15, 2021, we redeemed and
retired our 2021 Convertible Notes with a cash payment for the principal amount
of $200 million, plus accrued and unpaid interest. Additionally, on November 3,
2021, we redeemed the aggregate $200 million principal amount of our outstanding
2024 Senior Notes at a redemption price of 101.531 percent of the principal plus
accrued and unpaid interest, leaving an aggregate principal amount outstanding
of $200 million. Finally, on December 1, 2021, we redeemed the remaining $102.3
million principal amount of our outstanding 6.25% Senior Notes due in 2025 (the
"2025 Senior Notes") at a redemption price of 103.125 percent of the principal
plus accrued and unpaid interest.

The redemptions of our 2021 Convertible Notes and 2025 Senior Notes as well as
the partial redemption of our 2024 Senior Notes were financed by our cash flows
from operations.

Stock Repurchase Program. In February 2021, we reinstated our Stock Repurchase
Program. During the year ended December 31, 2021, we repurchased 3.8 million
shares of outstanding common stock at a cost of $159.5 million. As of December
31, 2021, $187.3 million remained available under the program. In February 2022,
our board of directors increased the size of the program to $1.25 billion, which
we anticipate fully utilizing by December 31, 2023.

Dividends. In the second quarter of 2021, our board of directors commenced the
declaration and payment of quarterly cash dividends of $0.12 per share of our
common stock. In December 2021, our board of directors declared and paid a
special dividend of $0.50 per share of our common stock in addition to the
regular fourth quarter dividend declared. For the year ended December 31, 2021,
our dividends paid totaled $0.86 per share of common stock or $83.6 million in
the aggregate.

2022 Operational and Financial Outlook



We anticipate that our production for 2022 will range between 195,000 Boe to
205,000 Boe per day, approximately 62,000 Bbls to 65,000 Bbls of which are
expected to be crude oil. Our planned 2022 capital investments in crude oil and
natural gas properties, which we expect to be between $675 million and $725
million, are focused on continued execution of our development plans in the
Wattenberg Field and the Delaware Basin. Our 2022 capital investments budget
incorporates an increase in both basins relating to service cost inflation
resulting in an estimated cost increase of approximately 10 to 15 percent per
well, based on costs we have experienced since the third quarter of 2021.

We have operational flexibility to control the pace of our capital spending. As
we execute our capital investment program, we continually monitor, among other
things, expected rates of return, the political environment and our remaining
                                       43
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inventory to best meet our short- and long-term corporate strategy. We may
revise our 2022 capital investment program during the year as a result of, among
other things, changes in commodity prices or our internal long-term outlook for
commodity prices, requirements to hold acreage, the cost of services for
drilling and well completion activities, drilling results, changes in our
borrowing capacity, a significant change in cash flows, regulatory issues,
requirements to maintain continuous activity on leaseholds and acquisition and
divestiture opportunities.

Wattenberg Field. We are drilling in the horizontal Niobrara and Codell plays in
the rural areas of the core Wattenberg Field, which is further delineated
between the Kersey, Prairie, Plains, and Summit development areas. Our 2022
capital investment program for the Wattenberg Field represents approximately 75
percent of our expected total capital investments in crude oil and natural gas
properties. In 2022, the majority of the wells we plan to drill are 1.5 mile and
2.0 mile lateral wells in the Wattenberg Field. In 2022, we anticipate spudding
approximately 130 to 145 operated wells and turning-in-line approximately 115 to
130 operated wells. As of December 31, 2021, we have approximately 145 gross
operated DUCs and 235 approved permitted locations. In 2022, we expect to add a
rig in March, bringing us to two full-time horizontal rigs and one completion
crew along with a part-time spudder rig.

Delaware Basin. Total capital investments in crude oil and natural gas
properties in the Delaware Basin for 2022 are expected to be approximately 25
percent of our total capital investments. In 2022, we anticipate spudding and
turning-in-line approximately 15 to 20 operated wells. The majority of the wells
we plan to drill in 2022 in the Delaware Basin are 2.0 mile lateral wells.

We are committed to our disciplined approach to managing our development plans.
Based on our current production forecast for 2022, we expect 2022 cash flows
from operations to exceed our capital investments in crude oil and natural gas
properties. Our first priority is to pay our quarterly base dividend of $0.25
per share. Then we expect to use approximately 60% or more of our remaining
adjusted free cash flows, a non-U.S. GAAP financial measure, for share
repurchases and special dividends, as needed. Any remaining adjusted free cash
flows will be used for reducing debt, building cash on our consolidated balance
sheet or other general corporate purposes.

Regulatory and Political Updates



In Colorado, certain interest groups opposed to oil and natural gas development
have proposed ballot initiatives that could hinder or eliminate the ability to
develop resources in the state. In 2019, the Colorado legislature passed Senate
Bill 19-181 ("SB 19-181") to address concerns underlying the ballot initiatives.

As part of SB 19-181, a series of rulemaking hearings were conducted, which
focused on issues such as permitting requirements, setbacks and siting
requirements, resulting in the adoption of new regulatory requirements.
Rulemakings focused on financial assurance and permit fees have not been
completed. The financial assurance rulemaking could result in increased bonding
requirements, though the final language and impact will not be known until early
2022.

A key component of SB 19-181 was the change in the COGCC mission from
"fostering" the industry to "regulating" the industry. As a result, changes were
made to the permitting process in Colorado. As of January 2021, permits are now
designed as Oil and Gas Development Plans ("OGDP"), which streamlines single pad
locations or proximate multi-pad locations into a single permitting package.

Operators also have an option to pursue a Comprehensive Area Plan ("CAP"). A CAP
is designed to represent an overview of oil and gas development over a larger
area over a longer period of time, including a comprehensive cumulative impact
analysis, an alternative location analysis, and extensive communication with
both local elected officials and communities. A CAP will include multiple OGDPs
within its boundaries. As both CAPs and OGDPs are new processes and the COGCC
staff is working to develop the appropriate requirements and adjusting to their
new operating plan, the time needed to obtain a permit has been prolonged. COGCC
rules provide that the permitting process could range between six to twelve
months or more from submission to approval.

We cannot predict whether future ballot initiatives or other legislation or regulation will be proposed that would limit the areas of the state in which drilling is permitted to occur or impose other requirements or restrictions.


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Wattenberg Permits Update. PDC was granted unanimous approval for an 8-well OGDP
located in rural Weld County in October 2021, our first approval under the new
permitting process resulting from a company-wide collaborative effort. As part
of the permit process, we successfully obtained consent from all nearby
residents and landowners, which was an option designed by the COGCC for
locations with residential building units within 2,000 feet. Additionally, in
September, we submitted our application for an OGDP covering an approximate
70-well, multi-pad development plan. We anticipate a COGCC determination on
approval of this OGDP in the second quarter of 2022.

In December, PDC submitted our first CAP. The application proposes approximately
450 wells spread amongst 25 surface locations in Weld County, to be developed
over several years. We conducted a comprehensive analysis of potential impacts
and have committed to transport all water and commodity production via pipeline
and to provide electrical infrastructure to all locations. These commitments
will lessen the impact of traffic, noise, light and emissions. Additionally, we
developed a dashboard to analyze disproportionately impacted communities in the
area and developed a robust communication plan designed to encourage
communication with and garner feedback from these key stakeholders. We
anticipate a COGCC determination on approval of our CAP by year end 2022 or
early 2023, recognizing that there may be delays in this new process.

Together, these applications represent our planned Wattenberg Field turn-in-line activity into 2027.

Environmental, Social and Governance



We are committed to a meaningful and measurable ESG strategy. Our mission to be
a cleaner, safer and more socially responsible company begins with a sound
strategy, is supported in the boardroom and is overseen by our newly created
ESG&N Committee at the board of directors and is applied at every level of our
business.

We recognize the importance of reducing our environmental footprint and have
created proactive programs and targets related to emission reduction. These
initiatives, which include the plugging and abandonment of legacy vertical
wells, retrofits of air pneumatics on older facilities, electrification of our
facilities, technological innovations and other activities, require capital and
operational investments which are proactively and regularly built into our
annual budgeting process. We anticipate approximately $80 million in spending
relating to ESG in 2022, which include certain expenditures to ensure compliance
with state regulations and the plugging and abandonment of approximately 300
legacy vertical wells. We anticipate a similar level of annual spending over the
next several years relating to ESG and compliance to achieve our emission target
goals outlined below. We do not anticipate these projects having a material
impact on our operations. However, we may revise our 2022 ESG budget during the
year as a result of, among other things, changes in commodity prices or our
internal long-term outlook for commodity prices, a significant change in cash
flows or regulatory developments.

During 2021, we implemented the following ESG initiatives:



•Formalized our board oversight of ESG issues by incorporating ESG into our N&G
Committee, which became the ESG&N Committee.
•Issued a Sustainability Report addressing a variety of ESG and sustainability
matters, including significant Sustainability Accounting Standards Board
compliance. The Sustainability Report is available on our website at
www.pdce.com and is not incorporated by reference in this report.
•Continued board of directors refreshment by adding two diverse directors and
one additional diverse director in February 2022, reflecting a commitment to
diversity, refreshment and independence.
•Set aggressive targets to (i) reduce greenhouse gas intensity by 60% from 2020
emissions by 2025 and 74% by 2030, (ii) reduce methane emissions intensity by
50% from 2020 emissions by 2025 and 70% by 2030, and (iii) eliminate routine
flaring by 2025.

The SEC and other regulatory bodies are proposing a number of climate change-focused and broader ESG reporting requirements. If adopted, we will modify our disclosures accordingly.


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Results of Operations

Summary of Operating Results

The following table presents selected information regarding our operating results for the periods presented:



                                                                                     Year Ended December 31,
                                                                                                                         Percent Change
                                                  2021                  2020               2019                 2021-2020                 2020-2019
                                                 (dollars in millions, except per unit data)
Production:
Crude oil (MBbls)                                   22,682             23,720             19,166                          (4) %                   24  %
Natural gas (MMcf)                                 175,747            165,637            115,950                           6  %                   43  %
NGLs (MBbls)                                        19,360             17,042             10,923                          14  %                   56  %
Crude oil equivalent (MBoe)                         71,333             68,368             49,414                           4  %                   38  %
Average Boe per day (Boe)                          195,433            186,798            135,381                           5  %                   38  %

Crude Oil, Natural Gas and NGLs Sales:
Crude oil                                  $       1,530.8          $   816.8          $ 1,020.7                          87  %                  (20) %
Natural gas                                          519.6              178.8              151.0                         191  %                   18  %
NGLs                                                 502.2              157.0              135.6                         220  %                   16  %
Total crude oil, natural gas and NGLs
sales                                      $       2,552.6          $ 1,152.6          $ 1,307.3                         121  %                  

(12) %



Net Settlements on Commodity Derivatives:
Crude oil                                  $        (289.1)         $   294.4          $   (18.3)                       (198) %                       *
Natural gas                                         (121.1)             (15.1)               0.7                              *                       *

Total net settlements on derivatives $ (410.2) $ 279.3 $ (17.6)

                       (247) %                     

*



Average Sales Price (excluding net
settlements on derivatives):
Crude oil (per Bbl)                        $         67.49          $   34.44          $   53.26                          96  %                  (35) %
Natural gas (per Mcf)                                 2.96               1.08               1.30                         174  %                  (17) %
NGLs (per Bbl)                                       25.94               9.21              12.41                         182  %                  (26) %
Crude oil equivalent (per Boe)                       35.78              16.86              26.46                         112  %                  

(36) %

Average Costs and Expense (per Boe):


 Lease operating expense                   $          2.53          $    2.36          $    2.88                           7  %                  (18) %
 Production taxes                                     2.32               0.87               1.63                         167  %                  (47) %
 Transportation, gathering and processing
expenses                                              1.41               1.14               0.94                          24  %                   21 

%


 General and administrative expense                   1.79               2.36               3.27                         (24) %                  

(28) %


 Depreciation, depletion and amortization             8.90               9.06              13.04                          (2) %                  

(31) %



Lease Operating Expense by Operating
Region (per Boe):
Wattenberg Field                           $          2.19          $    2.15          $    2.50                           2  %                  (14) %
Delaware Basin                                        4.76               3.48               4.15                          37  %                  (16) %


____________

* Percent change is not meaningful.


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Crude Oil, Natural Gas and NGLs Sales



Crude oil, natural gas and NGLs sales for the year ended December 31, 2021
increased compared to the year ended December 31, 2020 due to the following:

                                                                              Year Ended
                                                                          December 31, 2021
                                                                            (in millions)
Change in:
Production                                                                $          (3.5)

Average crude oil price                                                             749.7
Average natural gas price                                                           329.9
Average NGLs price                                                                  323.9
Total change in crude oil, natural gas and NGLs sales revenue             $ 

1,400.0




The negative impact in sales relating to the change in production volumes during
the year ended December 31, 2021 compared to 2020 was impacted by a 4 percent
decrease in crude oil production between periods.

Crude Oil, Natural Gas and NGLs Production



The following table presents crude oil, natural gas and NGLs production for the
periods presented:

                                                                Year Ended December 31,
                                                                                                                                 Percent Change
Production by Operating Region                    2021                     2020                   2019                  2021-2020                 2020-2019
Crude oil (MBbls)
Wattenberg Field                                  18,901                  19,552                  14,489                          (3) %                   35  %
Delaware Basin                                     3,781                   4,168                   4,677                          (9) %                  (11) %
Total                                             22,682                  23,720                  19,166                          (4) %                   24  %
 Natural gas (MMcf)
Wattenberg Field                                 154,150                 140,845                  91,785                           9  %                   53  %
Delaware Basin                                    21,597                  24,792                  24,165                         (13) %                    3  %
Total                                            175,747                 165,637                 115,950                           6  %                   43  %
NGLs (MBbls)
Wattenberg Field                                  17,300                  14,495                   8,198                          19  %                   77  %
Delaware Basin                                     2,060                   2,547                   2,725                         (19) %                   (7) %
Total                                             19,360                  17,042                  10,923                          14  %                   56  %
Crude oil equivalent (MBoe)
Wattenberg Field                                  61,892                  57,521                  37,984                           8  %                   51  %
Delaware Basin                                     9,441                  10,847                  11,430                         (13) %                   (5) %
Total                                             71,333                  68,368                  49,414                           4  %                   38  %
Average crude oil equivalent per day
(Boe)
Wattenberg Field                                 169,567                 157,161                 104,066                           8  %                   51  %
Delaware Basin                                    25,866                  29,637                  31,315                         (13) %                   (5) %
Total                                            195,433                 186,798                 135,381                           5  %                   38  %



Net production volumes for oil, natural gas and NGLs increased 4 percent during
the year ended December 31, 2021 compared to 2020. The increase in production
volume between periods was primarily due to a greater number of wells
turned-in-line since the fourth quarter of 2020. This increase was partially
offset by normal decline in production from our existing wells and lower
performance of wells turned-in-line in the Delaware Basin during 2021.


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The following table presents our crude oil, natural gas and NGLs production ratio by operating region for the periods presented:



                                                     Year Ended December 

31,


Production Ratio by Operating Region               2021               2020       2019
Wattenberg Field
Crude oil                                                   31  %      34  %      38  %
Natural gas                                                 41  %      41  %      40  %
NGLs                                                        28  %      25  %      22  %
Total                                                      100  %     100  %     100  %
 Delaware Basin
Crude oil                                                   40  %      38  %      41  %
Natural gas                                                 38  %      38  %      35  %
NGLs                                                        22  %      24  %      24  %
Total                                                      100  %     100  %     100  %



The change in production mix in the Wattenberg Field during the year ended
December 31, 2021 compared to 2020 and 2019 was driven by our 2021 development
plan being focused on areas that have a higher gas/oil ratio and due to less
bypass processing of gas which increased our NGLs ratio and economics.

Midstream Capacity



Our ability to market our production depends substantially on the availability,
proximity and capacity of in-field gathering systems, compression and processing
facilities, as well as transportation pipelines out of the basin, all of which
are owned and operated by third parties. If adequate midstream facilities and
services are not available on a timely basis and at acceptable costs, our
production and results of operations could be adversely affected.

The ultimate timing and availability of adequate infrastructure remains out of
our control. Weather, regulatory developments and other factors also affect the
adequacy of midstream infrastructure. Like other producers, from time to time we
enter into volume commitments with midstream providers in order to incentivize
them to provide increased capacity to sufficiently meet our projected volume
growth from our areas of operation. If our production falls below the level
required under these agreements, we could be subject to transportation charges
or aid in construction payments for commitment shortfalls.

Our production from the Wattenberg Field and Delaware Basin was not materially
affected by midstream or downstream capacity constraints during the year ended
December 31, 2021. We continuously monitor infrastructure capacities versus
producer activity and production volume forecasts.

Crude Oil, Natural Gas and NGLs Pricing



Our results of operations depend upon many factors. Key factors include market
prices of crude oil, natural gas and NGLs and our ability to market our
production effectively. Crude oil, natural gas and NGLs prices have a high
degree of volatility and our realizations can change substantially. Our weighted
average realized commodity prices increased 112 percent during 2021 as compared
to 2020. The NYMEX average daily crude oil and NYMEX first-of-the-month natural
gas prices increased 72 percent and 81 percent, respectively, as compared
to 2020.
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The following table presents weighted average sales prices of crude oil, natural gas and NGLs for the periods presented:



                                                        Year Ended December 

31,


Weighted Average Realized Sales Price
by Operating Region                                                                                              Percent Change
(excluding net settlements on
derivatives)                                     2021              2020             2019                2021-2020                 2020-2019
Crude oil (per Bbl)
Wattenberg Field                             $   67.49          $ 34.21          $ 52.99                          97  %                  (35) %
Delaware Basin                                   67.47            35.48            54.08                          90  %                  (34) %
Weighted average price                           67.49            34.44            53.26                          96  %                  (35) %
 Natural gas (per Mcf)
Wattenberg Field                                  2.98             1.22             1.49                         144  %                  (18) %
Delaware Basin                                    2.81             0.28             0.57                              *                  (51) %
Weighted average price                            2.96             1.08             1.30                         174  %                  (17) %
NGLs (per Bbl)
Wattenberg Field                                 24.77             8.84            11.51                         180  %                  (23) %
Delaware Basin                                   35.72            11.32            15.12                         216  %                  (25) %
Weighted average price                           25.94             9.21            12.41                         182  %                  (26) %
Crude oil equivalent (per Boe)
Wattenberg Field                                 34.95            16.84            26.31                         108  %                  (36) %
Delaware Basin                                   41.25            16.94            26.95                         144  %                  (37) %
Weighted average price                           35.78            16.86            26.46                         112  %                  (36) %


____________

* Percent change is not meaningful.



Crude oil, natural gas and NGLs revenues are recognized when we transfer control
of crude oil, natural gas or NGLs production to the purchaser. We consider the
transfer of control to occur when the purchaser has the ability to direct the
use of, and obtain substantially all of the remaining benefits from the crude
oil, natural gas or NGLs production.

Our crude oil, natural gas and NGLs sales are recorded using either the
"net-back" or "gross" method of accounting, depending upon the related purchase
agreement. We use the net-back method when control of the crude oil, natural gas
or NGLs has been transferred to the purchasers of these commodities that are
providing transportation, gathering or processing services. In these situations,
the purchaser pays us based on a percent of proceeds or a sales price fixed at
index less specified deductions. The net-back method results in the recognition
of a net sales price that is lower than the index on which the production is
based because the operating costs and profit of the midstream facilities are
embedded in the net price we are paid. We use the gross method of accounting
when control of the crude oil, natural gas or NGLs is not transferred to the
purchaser and the purchaser does not provide transportation, gathering or
processing services as a function of the price we receive. Rather, we contract
separately with midstream providers for the applicable transportation and
processing on a per unit basis. Under this method, we recognize revenues based
on the gross selling price and recognize transportation, gathering and
processing ("TGP") expense.

                                       49
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Information related to the components and classifications of TGP expense on the
consolidated statements of operations is shown below. For crude oil, the average
NYMEX prices shown below are based on average daily prices throughout each month
and, for natural gas, the average NYMEX pricing is based on first-of-the-month
index prices, as in each case this is the method used to sell the majority of
these commodities pursuant to terms of the relevant sales agreements. For NGLs,
we use the NYMEX crude oil price as a reference for presentation purposes. The
average realized price both before and after TGP expense shown in the table
below represents our approximate composite per barrel price for NGLs for the
periods presented.

                                                    Average Realized       Average Realization                               Average Realized       Average Realization
                                   Average          Price Before TGP        Percentage Before           Average TGP          Price After TGP        Percentage After TGP
2021                             NYMEX Price            Expense                TGP Expense               Expense(1)              Expense                  Expense
Crude oil (per Bbl)              $   67.92          $       67.49                         99  %       $        3.10          $       64.39                         95  %
Natural gas (per MMBtu)               3.76                   2.96                         79  %                0.13                   2.83                         75  %
NGLs (per Bbl)                       67.92                  25.94                         38  %                   -                  25.94                         38  %
Crude oil equivalent (per
Boe)                                 49.29                  35.78                         73  %                1.30                  34.48                         70  %



                                                    Average Realized       Average Realization                               Average Realized        Average Realization
                                   Average          Price Before TGP        Percentage Before           Average TGP          Price After TGP        Percentage After TGP
2020                             NYMEX Price            Expense                TGP Expense               Expense(1)              Expense                   Expense
Crude oil (per Bbl)              $   39.40          $       34.44                         87  %       $        2.34          $       32.10                          81  %
Natural gas (per MMBtu)               2.08                   1.08                         52  %                0.12                   0.96                          46  %
NGLs (per Bbl)                       39.40                   9.21                         23  %                   -                   9.21                          23  %
Crude oil equivalent (per
Boe)                                 28.52                  16.86                         59  %                1.10                  15.76                          55  %



                                                    Average Realized       Average Realization                               Average Realized       Average Realization
                                   Average          Price Before TGP        Percentage Before           Average TGP          Price After TGP        Percentage After TGP
2019                             NYMEX Price            Expense                TGP Expense               Expense(1)              Expense                  Expense
Crude oil (per Bbl)              $   57.03          $       53.26                         93  %       $        1.24          $       52.02                         91  %
Natural gas (per MMBtu)               2.63                   1.30                         49  %                0.17                   1.13                         43  %
NGLs (per Bbl)                       57.03                  12.41                         22  %                0.10                  12.31                         22  %
Crude oil equivalent (per
Boe)                                 40.95                  26.46                         65  %                0.90                  25.56                         62  %


____________
(1) Average TGP expense excludes unutilized firm transportation fees of $0.11,
$0.04, and $0.04 per Boe for the years ended December 31, 2021, 2020, and 2019,
respectively.

Our average realization percentages for crude oil, natural gas and NGLs
increased in 2021 as compared to 2020 primarily due to the overall increase in
commodity prices between periods driven by the improvement in oil and gas
product demand that occurred throughout 2021. Additionally, we realized improved
differentials resulting from 2021 sales contracts.

Commodity Price Risk Management



We use commodity derivative instruments to manage fluctuations in crude oil and
natural gas prices, including collars, fixed-price exchanges, and basis
protection exchanges on a portion of our estimated crude oil and natural gas
production. For our commodity exchanges, we ultimately realize the fixed price
value related to the swaps. See Note 7 - Commodity Derivative Financial
Instruments in Item 8. Financial Statements and Supplementary Data included
elsewhere in this report for a summary of our derivative positions as of
December 31, 2021.

Commodity price risk management, net, includes cash settlements upon maturity of
our derivative instruments, and the change in fair value of unsettled commodity
derivatives related to our crude oil and natural gas production.

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Net settlements of commodity derivative instruments are based on the difference
between the crude oil and natural gas index prices at the settlement date of our
commodity derivative instruments compared to the respective strike prices
contracted for the settlement months that were established at the time we
entered into the commodity derivative transaction. The net change in fair value
of unsettled commodity derivatives is comprised of the net increase or decrease
in the beginning-of-period fair value of commodity derivative instruments that
settled during the period and the net change in fair value of unsettled
commodity derivatives during the period or from inception of any new contracts
entered into during the applicable period. The net change in fair value of
unsettled commodity derivatives during the period is primarily related to shifts
in the crude oil and natural gas forward price curves and changes in certain
differentials.

The following table presents net settlements and net change in fair value of unsettled derivatives included in commodity price risk management, net:



                                                                    Year Ended December 31,
                                                         2021                2020                2019
                                                                         (in millions)
Commodity price risk management gain (loss), net:
Net settlements of commodity derivative instruments:
Crude oil collars and fixed price exchanges          $   (289.1)         $    294.4          $    (18.3)
Natural gas collars and fixed price exchanges            (120.1)               (1.4)                8.8
Natural gas basis protection exchanges                     (1.0)              (13.7)               (8.1)
Total net settlements of commodity derivative
instruments                                              (410.2)              279.3               (17.6)
Change in fair value of unsettled commodity
derivative instruments:
Reclassification of settlements included in prior
period changes in fair value of commodity derivative
instruments                                                49.3               (19.9)              (81.1)
Crude oil collars and fixed price exchanges              (269.3)              (49.8)              (62.1)
Natural gas collars and fixed price exchanges             (61.7)               (7.8)                0.1
Natural gas basis protection exchanges                     (9.6)              (21.5)               (2.1)
Net change in fair value of unsettled commodity
derivative instruments                                   (291.3)              (99.0)             (145.2)
Total commodity price risk management gain (loss),
net                                                  $   (701.5)         $    180.3          $   (162.8)

The significant increase in commodity prices during 2021 had an overall unfavorable impact on the fair value and settlements of our commodity derivatives.

Lease Operating Expense



Lease operating ("LOE") expense increased by 12 percent to $180.7 million in
2021 compared to $161.3 million in 2020. The period-over-period increase in LOE
was primarily due to (i) increased activities and payroll costs at our well
locations from the COVID-19 induced downturn in 2020, (ii) $5.6 million of
additional environmental and regulatory costs in 2021, and (iii) fewer vendor
concessions experienced in 2021 as compared to 2020 as the price of commodities
has improved. LOE per Boe increased 7 percent to $2.53 in 2021 from $2.36 in
2020.

Production Taxes

Production taxes are comprised mainly of severance tax and ad valorem tax, and
are directly related to crude oil, natural gas and NGLs sales and are generally
assessed as a percentage of net revenues. From time to time, there are
adjustments to the statutory rates for these taxes based upon certain credits
that are determined based upon activity levels and relative commodity prices.

Production taxes increased 178 percent to $165.2 million in 2021 compared to
$59.4 million in 2020. Production taxes per Boe increased 167 percent to $2.32
in 2021 compared to $0.87 in 2020. The increase in production taxes was
primarily due to an increase in crude oil, natural gas and NGLs prices between
periods.

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Transportation, Gathering and Processing Expense



TGP expense increased 29 percent to $100.4 million in 2021 compared to $77.8
million in 2020. TGP per Boe increased to $1.41 for 2021 compared to $1.14 for
2020. The overall increase in TGP expense for 2021 compared to 2020 was driven
by a $14.4 million increase relating to transportation of our crude oil volumes
delivered and a $5.1 million increase in unutilized transportation fees relating
to our delivery commitment in the Delaware Basin.

Impairment of Properties and Equipment

The following table sets forth the major components of our impairment of properties and equipment for the periods presented:



                                                            Year Ended December 31,
                                                         2021            2020         2019
                                                                 (in millions)
    Impairment of proved and unproved properties    $    0.4           $ 

881.2 $ 10.6


    Impairment of infrastructure and other                 -               

1.2 27.9


    Total impairment of properties and equipment    $    0.4           $ 

882.4 $ 38.5





There were no significant impairment charges recognized related to our proved
and unproved oil and gas properties in 2021. If crude oil prices decline, or we
change other estimates impacting future net cash flows (e.g. reserves, price
differentials, future operating and/or development costs), our proved and
unproved oil and gas properties could be subject to additional impairments in
future periods.

During the first quarter of 2020, we recorded impairment charges of $881.1
million to our proved and unproved properties in the Delaware Basin. These
impairment charges were due to a significant decline in crude oil prices, which
was considered a triggering event that required us to assess our crude oil and
natural gas properties for possible impairment.

General and Administrative Expense



General and administrative expense decreased to $127.7 million in 2021 compared
to $161.1 million in 2020 primarily due to $30.0 million in transaction and
transition costs incurred in 2020 related to the SRC Acquisition and consultant
fees related to our ERP implementation of $5.3 million.

Depreciation, Depletion and Amortization Expense



Crude oil and natural gas properties. During 2021 and 2020, we invested $583.6
million and $522.3 million, respectively, exclusive of changes in accounts
payable related to capital expenditures, in the development of our crude oil and
natural gas properties. Depreciation, depletion and amortization expense
("DD&A") related to crude oil and natural gas properties is directly related to
proved reserves and production volumes. DD&A expense related to crude oil and
natural gas properties was $627.5 million and $611.0 million in 2021 and 2020,
respectively. The increase in total DD&A expense was primarily due to an
increase in production volumes as our weighted average depletion rate between
periods was comparable. The decrease in weighted average depletion rate during
2021 compared to 2020 was driven by an increase in proved reserves in our
Wattenberg Field as a result of improved commodity prices during 2021.
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The year-over-year change in DD&A expense for related to crude oil and natural gas properties was primarily due to the following:



                                                                              Year Ended December
                                                                                      31,
                                                                                     2021
                                                                                 (in millions)
Increase in production                                                       $             24.8

Decrease in weighted average depreciation, depletion and amortization rates

                                                                                      (8.3)
Total decrease in DD&A expense related to crude oil and natural gas
properties                                                                   $             16.5


The following table presents our per Boe DD&A expense rates for crude oil and natural gas properties for the periods presented:



                                                              Year Ended December 31,
                                                           2021            2020        2019
                                                                     (per Boe)
      Operating Region/Area
      Wattenberg Field                                $    8.68          $ 8.80      $ 11.77
      Delaware Basin                                       9.59            9.68        16.76
      Total weighted average DD&A expense rate             8.80            8.94        12.92


Non-crude oil and natural gas properties. Depreciation expense for non-crude oil and natural gas properties was $7.7 million for the year ended December 31, 2021, compared to $8.7 million for the year ended December 31, 2020.

Interest Expense, net



Interest expense, net decreased by $6.0 million to $82.7 million in 2021
compared to $88.7 million in 2020. The decrease was primarily related to reduced
borrowings under our revolving credit facility, a full redemption of our 2025
Senior Notes and a partial redemption of our 2024 Senior Notes. These decreases
were partially offset by a $6.1 million increase in interest expense related to
the issuance of an additional $150 million aggregate principal amount of the
2026 Senior Notes in September 2020 and a $6.9 million loss on extinguishment
from partial redemption of our 2024 Senior Notes and full redemption of our 2025
Senior Notes.

Provision for Income Taxes

We recorded income tax expense of $26.6 million for 2021 and an income tax
benefit of $7.9 million for 2020, resulting in effective tax rates of 4.8
percent and 1.1 percent on the respective pre-tax income or loss. The effective
tax rates differ from the amount that would be provided by applying the
statutory U.S. federal income tax rate of 21 percent to the pre-tax loss due to
the effect of a valuation allowance against our deferred income tax assets at
December 31, 2021 and 2020.

The ultimate realization of deferred tax assets ("DTAs") is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. At each reporting period, management considers
the scheduled reversal of deferred tax liabilities, available taxes in carryback
periods, tax planning strategies and projected future taxable income in making
this assessment. The oil and gas property impairments and cumulative pre-tax
losses were key considerations that led us to continue to provide a valuation
allowance against our DTAs as of December 31, 2021 and 2020 since we cannot
conclude that it is more likely than not that our DTAs will be fully realized in
future periods.

Future events or new evidence which may lead us to conclude that it is more
likely than not that our DTAs will be realized include, but are not limited to,
cumulative historical pre-tax earnings, sustained or continued improvements in
oil prices, and taxable events that could result from one or more transactions.
Given recent improvements in oil and gas prices and improvements in our current
earnings, we believe there is a reasonable possibility that, if oil and natural
gas prices remain similar to December 31, 2021 pricing levels, sufficient
positive evidence may become available within the next 12 months to allow us to
reach a conclusion that all or a significant portion of the valuation allowance
will no longer be needed. Release of the valuation allowance would result in the
recognition of certain deferred tax assets and a decrease to income tax expense
in
                                       53
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the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of profitability that we actually achieve.

Given recent improvements in oil and gas prices and assumptions based on our current production forecasts, we estimate that we will begin to incur cash federal and state income taxes again in 2022 and 2023.

Net Income (Loss)/Adjusted Net Income (Loss)

The factors impacting net income of $522.3 million and net loss of $724.3 million in 2021 and 2020, respectively, are discussed above.



Adjusted net income, a non-U.S. GAAP financial measure, was $799.6 million and
for the year ended December 31, 2021 and adjusted net loss, a non-U.S. GAAP
financial measure, was $625.3 million for the year ended December 31, 2020. With
the exception of the tax-affected (when applicable) net change in fair value of
unsettled derivatives, the same factors impacted adjusted net income (loss). See
Reconciliation of Non-U.S. GAAP Financial Measures below for a more detailed
discussion of these non-U.S. GAAP financial measures and a reconciliation of
these measures to the most comparable U.S. GAAP measures.

Financial Condition, Liquidity and Capital Resources

Overview



Our primary sources of liquidity are cash and cash equivalents, cash flows from
operating activities, unused borrowing capacity from our revolving credit
facility, proceeds raised in debt and equity capital market transactions and
other sources, such as asset sales.

Our primary source of cash flows from operating activities is the sale of crude
oil, natural gas and NGLs. Fluctuations in our operating cash flows are
principally driven by commodity prices and changes in our production volumes.
Commodity prices have historically been volatile, and we manage a portion of
this volatility through our use of commodity derivative instruments. We enter
into commodity derivative instruments with maturities of no greater than five
years from the date of the instrument. Our revolving credit facility imposes
limits on the amount of our production we can hedge, and we may choose not to
hedge the maximum amounts permitted. Therefore, we may still have fluctuations
in our cash flows from operating activities due to the remaining non-hedged
portion of our future production.

We may use our available liquidity for operating activities, capital
investments, working capital requirements, acquisitions, capital returns and for
general corporate purposes. We maintain a significant capital investment program
to execute our development plans, which requires capital expenditures to be made
in periods prior to initial production from newly developed wells. From time to
time, these activities may result in a working capital deficit; however, we do
not believe that our working capital deficit as of December 31, 2021 is an
indication of a lack of liquidity. We had working capital deficits of $461.5
million and $471.6 million at December 31, 2021 and 2020, respectively. We
intend to continue to manage our liquidity position by a variety of means,
including through the generation of cash flows from operations, investment in
projects with favorable rates of return, protection of cash flows on a portion
of our anticipated sales through the use of an active commodity derivative
hedging program, utilization of the borrowing capacity under our revolving
credit facility and, if warranted, capital markets transactions from time to
time.

From time to time, we may seek to pay down, retire or repurchase our outstanding
debt using cash or through exchanges of other debt or equity securities, in open
market purchases, privately negotiated transactions or otherwise.

Liquidity



Our cash and cash equivalents were $33.8 million at December 31, 2021 and
availability under our revolving credit facility was $1.48 billion, providing
for total liquidity of $1.51 billion as of December 31, 2021. The borrowing base
is primarily based on the loan value assigned to the proved reserves
attributable to our crude oil and natural gas interests.

Our material short-term and long-term cash requirements consist primarily of capital expenditures, payments of contractual obligations, dividends, share repurchases and working capital obligations. As commodity prices improve, our


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working capital requirements may increase due to higher operating costs and negative settlements on our outstanding commodity derivative contracts. Funding for these requirements may be provided by any combination of our capital resources previously outlined.



On February 26, 2022, we entered into the Acquisition Agreement to acquire Great
Western for approximately $1.3 billion, inclusive of Great Western's net debt.
Under the terms of the Acquisition Agreement, the purchase price of the Great
Western Acquisition will consist of approximately 4.0 million shares of our
common stock and approximately $543 million in cash. The cash portion of the
purchase price is expected to be funded through a combination of cash on hand
and availability under our revolving credit facility. We expect the Great
Western Acquisition to be completed in the second quarter of 2022, subject to
certain customary closing conditions.

Upon closing the Great Western Acquisition, we will be required to pay off and
terminate Great Western's revolving credit facility, which had an outstanding
balance of $242.0 million as of December 31, 2021. At closing, we are also
expecting to pay off Great Western's $311.9 million 12.0% Senior Notes due
September 1, 2025, plus a redemption premium. The payments of the debt balances
will be funded through the availability under our revolving credit facility.

Based on our current production forecast for 2022, we expect 2022 cash flows
from operations, which are net of expected cash federal and state income taxes,
to exceed our capital investments in crude oil and natural gas properties by
approximately $1.1 billion. In addition, based on our expected cash flows from
operations, our cash and cash equivalents and availability under our revolving
credit facility, we believe that we will have sufficient capital available to
fund our planned activities through the 12-month period following the filing of
this report. We also believe that we will have sufficient expected cash flows
from operations to allow us to execute our capital return plan. Future
repurchases of common stock or dividend payments will be subject to approval by
our board of directors and will depend on our level of earnings, financial
requirements, and other factors considered relevant by our board.

Our material cash requirements greater than twelve months from various
contractual and other obligations include debt obligations and interest
payments; commodity derivative contract liabilities; production taxes; operating
and finance leases; asset retirement obligations; and firm transportation and
processing agreements included in Item 8. Financial Statements and Supplementary
Data to our consolidated financial statements included elsewhere in this report.

The revolving credit facility contains covenants customary for agreements of
this type, with the most restrictive being certain financial tests on a
quarterly basis. The financial tests, as defined per the revolving credit
facility, include requirements to: (a) maintain a minimum current ratio of
1.0:1.0 and (b) not exceed a maximum leverage ratio of 3.5:1.0. For purposes of
the current ratio covenant, the revolving credit facility's definition of total
current assets, in addition to current assets as presented under U.S. GAAP,
includes, among other things, unused commitments under the revolving credit
facility. Additionally, the current ratio covenant calculation allows us to
exclude the current portion of our long-term debt and other short-term loans
from the U.S. GAAP total current liabilities amount. Accordingly, the existence
of a working capital deficit under U.S. GAAP is not necessarily indicative of a
violation of the current ratio covenant. At December 31, 2021, we were in
compliance with all covenants in the revolving credit facility with a current
ratio of 3.1:1.0 and a leverage ratio of 0.6:1.0.

We expect to remain in compliance with the covenants under our credit facility
and our Senior Notes throughout the 12-month period following the filing of this
report.

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Cash Flows



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

                                                                      Year ended December 31,
                                                            2021                2020                2019
                                                                           (in thousands)
Cash flows from operating activities                   $ 1,547,796          $  870,079          $  858,226
Cash flows from investing activities                      (578,804)           (687,159)           (677,772)
Cash flows from financing activities                      (937,786)           (181,260)           (188,890)
Net increase (decrease) in cash and cash
equivalents                                            $    31,206          $    1,660          $   (8,436)



Operating Activities. Our net cash flows from operating activities are primarily
impacted by commodity prices, production volumes, net settlements from our
commodity derivative positions, operating costs and general and administrative
expenses. Cash flows from operating activities increased by $677.7 million to
$1,547.8 million in 2021 as compared to $870.1 million in 2020. The increase
between periods was primarily due to a $1.4 billion increase in crude oil,
natural gas and NGLs sales, a $33.4 million decrease in general and
administrative expense, and changes in the timing of vendor payments. These
increases were partially offset by $410.2 million in cash settlement losses on
commodity derivatives in 2021 compared to $279.3 million in cash receipts from
derivative settlements in 2020, a $105.8 million increase in production taxes
and changes in the timing of receivable collections between periods.

Adjusted cash flows from operations, a non-U.S. GAAP financial measure,
increased by $611.0 million in 2021 to $1,532.6 million from $921.6 million in
2020. The increase was primarily due to the factors mentioned above for changes
in cash flows provided by operating activities, without regard to timing of cash
payments and receipts of assets and liabilities. Adjusted free cash flow, a
non-U.S GAAP financial measure, increased by $549.7 million in 2021 to $949.0
million from $399.3 million in 2020. The increase was primarily due to the
increase in cash flows from operating activities, as discussed above.

See Reconciliation of Non-U.S. GAAP Financial Measures, below, for a more detailed discussion of these non-U.S. GAAP financial measures and a reconciliation of these measures to the most comparable U.S. GAAP measures.



Investing Activities. As crude oil and natural gas production from a well
declines rapidly in the first few years of production, we need to continue to
commit significant amounts of capital in order to maintain and grow our
production and replace our crude oil and natural reserves. If capital is not
available or is constrained in the future, we will be limited to our cash flows
from operations and liquidity under our revolving credit facility as the sources
for funding our capital investments.

Cash flows from investing activities primarily consist of the acquisition,
exploration and development of crude oil and natural gas properties, net of
dispositions of crude oil and natural gas properties. Net cash used in investing
activities of $578.8 million during 2021 was primarily related to our drilling
and completion activities of $583.1 million, partially offset by $5.1 million in
proceeds from the sale of certain properties and equipment.

Net cash used in investing activities of $687.2 million during 2020 was primarily related to our drilling and completion activities of $551.0 million and $139.8 million related to the closing of the SRC Acquisition.



Financing Activities. Net cash used in financing activities in 2021 of $937.8
million was primarily due to (i) net repayments on our credit facility of $168.0
million, (ii) redemption and retirement of our 2021 Convertible Notes and 2025
Senior Notes for $200 million and $105.5 million, respectively, (iii) partial
redemption and retirement of our 2024 Senior Notes for $203.1 million, (iv) the
repurchase of 3.8 million shares of our common stock for $156.8 million pursuant
to our Stock Repurchase Program and (v) dividend payments totaling $83.6
million. Repurchases of our common stock may extend into 2023 based on current
market conditions, although our board of directors could elect to suspend or
terminate the program at any time, including if certain share price parameters
are not achieved. As of December 31, 2021, $187.3 million out of the approved
$525 million remained available for repurchases under the program. In February
2022, our board of directors increased the size of the program to $1.25 billion,
which we anticipate fully utilizing by December 31, 2023. Future repurchases of
common stock
                                       56
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or dividend payments will be subject to approval by our board of directors and
will depend on our level of earnings, financial requirements, and other factors
considered relevant by our board.

Net cash used in financing activities in 2020 of $181.3 million was primarily
due to the redemption of a portion of the 2025 Senior Notes totaling $452.2
million, the repurchase and retirement of shares of our common stock totaling
$23.8 million pursuant to the Stock Repurchase Program and $9.3 million related
to purchases of our stock for employee stock-based compensation tax withholding
obligations. These financing cash outflows were financed by our net borrowings
from our credit facility of $164 million, proceeds from the issuance of 2026
Senior Notes of $148.5 million and cash flows from operating activities.

Subsidiary Guarantor

PDC Permian, Inc., a Delaware corporation (the "Guarantor"), our wholly-owned
subsidiary, guarantees our obligations under our 2024 Senior Notes and 2026
Senior Notes (collectively, the "Senior Notes"). The Guarantor holds our assets
located in the Delaware Basin. The Senior Notes are fully and unconditionally
guaranteed on a joint and several basis by the Guarantor. The guarantees are
subject to release in limited circumstances only upon the occurrence of certain
customary conditions.

The indentures governing the Senior Notes contain customary restrictive
covenants that, among other things, limit our ability and the ability of our
restricted subsidiaries to: (i) incur additional debt including under our
revolving credit facility, (ii) make certain investments or pay dividends or
distributions on our capital stock or purchase, redeem or retire capital stock,
(iii) sell assets, including capital stock of our restricted subsidiaries, (iv)
restrict the payment of dividends or other payments by restricted subsidiaries
to us, (v) create liens that secure debt, (vi) enter into transactions with
affiliates and (vii) merge or consolidate with another company.
                                       57
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The following summarized subsidiary guarantor financial information has been
prepared on the same basis of accounting as our consolidated financial
statements. Investments in subsidiaries are accounted for under the equity
method.

                                                                     As of/Year Ended December 31,
                                                              2021                                   2020
                                                   Issuer            Guarantor            Issuer             Guarantor
                                                                             (in millions)
Assets
Current assets                                  $   402.6          $     56.0          $    271.4          $    (57.8)
Intercompany accounts receivable,
guarantor subsidiary                                    -                40.8               107.3                   -
Investment in guarantor subsidiary                1,767.2                   -             1,767.2                   -
Properties and equipment, net                     3,875.0               939.9             3,982.1               877.1
Other non-current assets                             58.5                 4.8                56.6                 4.3

Liabilities
Current liabilities                             $   862.5          $     57.6          $    751.3          $     28.5
Intercompany accounts payable                        27.9                   -                   -                94.2
Long-term debt                                      942.1                   -             1,409.5                   -
Other non-current liabilities                       392.3               172.0               254.9               178.1

Statement of Operations
Crude oil, natural gas and NGLs sales           $ 2,163.1          $    389.5          $    968.8          $    183.7
Commodity price risk management gain
(loss), net                                        (701.5)                  -               180.3                   -
Total revenues                                    1,464.5               391.4             1,151.5               182.5
Production costs                                    892.4               189.0               740.7               177.5
Gross profit (1)                                  1,270.7               200.4               228.1                 6.2
Impairment of properties and equipment                0.4                   -                 2.0               880.4
Net income (loss)                                   327.7               194.9               (49.2)             (670.0)


____________

(1)Gross profit is calculated as crude oil, natural gas and NGLs sales less production costs.

Critical Accounting Policies and Estimates



The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with U.S. GAAP. The preparation of these statements requires us to
make certain assumptions, judgments and estimates that affect the reported
amounts of assets, liabilities, revenues and expenses, as well as the disclosure
of contingent assets and liabilities and commitments as of the date of our
financial statements.

Our significant accounting policies are described in Note 2 - Summary of
Significant Accounting Policies in Item 8. Financial Statements and
Supplementary Data included elsewhere in this report. The following discussion
outlines the accounting policies and practices involving the use of estimates
and application of significant judgment that are critical in determining our
financial results. Changes in the estimates and assumptions discussed below
could materially affect the amount or timing of our financial results.

Crude Oil and Natural Gas Reserve Quantities



We account for our crude oil and natural gas properties under the successful
efforts method of accounting. Under this method, costs of proved developed
producing properties, successful exploratory wells and developmental dry hole
costs are capitalized and depleted by the unit-of-production method based on
estimated proved developed producing reserves. The successful efforts method
inherently relies on the estimation of proved crude oil, natural gas and NGL
reserves. In determining the estimates of reserve and economic evaluations,
management utilizes independent petroleum engineers. Reserve quantities and the
related estimates of future net cash flows are used as inputs in our calculation
of depletion, evaluation of proved
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properties for impairment, assessment of expected realizability of our deferred income tax assets and calculation of the standardized measure of discounted future net cash flows.



The process of estimating and evaluating crude oil and natural gas reserves is
complex, requiring significant decisions in the evaluation of available
geological, geophysical, engineering and economic data. Significant inputs and
engineering assumptions used in developing the estimates of proved crude oil and
natural gas reserves include future production volumes, future operating and
development costs and historical commodity prices. The data for a given property
may also change substantially over time as a result of numerous factors,
including additional development activity, evolving production history and a
continual reassessment of the viability of production under changing economic
conditions. As a result, we continually make revisions to reserve estimates as
additional information becomes available. We cannot predict the amounts or
timing of such future revisions.

If the estimates of proved reserve quantities decline, the rate at which we
record depletion expense will increase, which would reduce future net income.
Changes in depletion rate calculations caused by changes in reserve quantities
are made prospectively. In addition, a decline in reserve estimates may impact
the outcome of our assessment of proved and unproved properties for impairment.
Impairments are recorded in the period in which they are identified.

We cannot reasonably predict future commodity prices. However, assuming all
other factors are held constant, we performed a sensitivity analysis on our
proved reserve estimates as of December 31, 2021, to present a decrease of
approximately 10 percent in crude oil price as the value of crude oil influences
the value of our proved reserves and PV-10 most significantly. Our proved
reserve quantities would decrease by 4.3 MMBoe (1%) and our PV-10 of our proved
reserves would decrease by $1.1 billion (11%). During 2021, we had positive
revisions to our proved reserve quantities of 52.9 MMBoe as a result of higher
average prices for crude oil, natural gas and NGLs. During 2020 and 2019, we had
negative revisions of 39.5 and 16.5 MMBoe, respectively, as a result of lower
average prices for crude oil, natural gas and NGLs. For more information
regarding reserve estimations, including additional crude oil sensitives and
descriptions over historical reserve revisions, see Items 1 and 2. Business and
Properties - Oil and Gas Production and Operations and Supplemental Oil and Gas
Information within our consolidated financial statements included in Item 8.
Financial Statements and Supplementary Data included elsewhere in this report.

Impairment of Crude Oil and Natural Gas Properties



Upon a triggering event, we assess the valuation of our proved crude oil and
natural gas properties for possible impairment by comparing the carrying value
to estimated undiscounted future net cash flows on a field-by-field basis using
estimated production and prices at which we estimate the commodity will be sold.
If carrying values exceed undiscounted future net cash flows, the measurement of
impairment is based on estimated fair value utilizing a discounted future cash
flows analysis. We estimate the fair value of proved crude oil and natural gas
properties using valuation techniques that convert future cash flows to a single
discounted amount.

Significant inputs and assumptions to the valuation of proved crude oil and
natural gas properties include estimates of reserves volumes, future operating
and development costs, future commodity prices, and a discount factor. Future
commodity prices are estimated by using a combination of assumptions management
uses in its budgeting and forecasting process, historical and future prices
adjusted for geographical location and quality differentials, as well as other
factors that management believes will impact realizable prices. The discount
factor used is the market based weighted average cost of capital which is based
on rates utilized by market participants that are commensurate with the risks
inherent in the development and production of the underlying crude oil and
natural gas.

Unproved properties with individually significant acquisition costs are
periodically assessed for impairment and reduced to fair value based on a review
over our future development plans, estimated future cash flows for probable well
locations and remaining average lease terms. Items that can impact our future
development plans can be driven by drilling results, reservoir performance,
capital resources and seismic interpretations. Changes in our assumptions of the
estimated nonproductive portion of our undeveloped leases could result in
additional impairment expense.

Although our cash flow estimates are based on the relevant information available
at the time the estimates are made, estimates of future cash flows are, by their
nature, highly uncertain and may vary significantly from actual results. We
cannot predict when or if future impairment charges will be recorded because of
the uncertainty in the factors discussed above.

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There were no significant impairment charges recognized related to our proved
and unproved properties during the year ended December 31, 2021. We recorded
impairment charges of $881.1 million to our proved and unproved properties to
our Delaware Basin properties in 2020 as a result of the significant decline in
crude oil prices.

Valuation of Business Combinations



We follow the acquisition method of accounting for business combinations. Assets
acquired and liabilities assumed are recognized at the date of acquisition at
their respective estimated fair values. Any excess of the purchase price over
the fair value amounts assigned to assets and liabilities is recorded as
goodwill. Any deficiency of the purchase price over the estimated fair values of
the net assets acquired is recorded as a gain in statements of operations.

In estimating the fair values of assets acquired and liabilities assumed the
most significant assumptions relate to the estimated fair values assigned to
proved and unproved crude oil and natural gas properties. To estimate the fair
values of these properties as part of acquisition accounting, we estimate the
fair value of proved crude oil and natural gas properties using valuation
techniques that convert future cash flows to a single discounted amount.
Significant inputs and assumptions to the valuation of proved crude oil and
natural gas properties include estimates of reserves volumes, future operating
and development costs, future commodity prices, and a market based weighted
average cost of capital rate. Additionally, for acquisitions with significant
unproved properties, we may also review comparable purchases and sales of crude
oil and natural gas properties within the same regions and use that data as a
basis for fair market value as such sales represent the amount at which a
willing buyer and seller would enter into an exchange for such properties to
determine an estimation of fair value.

Estimated fair values assigned to assets acquired can have a significant effect
on results of operations in the future. A higher fair value assigned to a
property results in a higher depletion expense, which results in lower net
earnings. This increases the likelihood of impairment if future commodity prices
or reserves quantities are lower than those originally used to determine fair
value or if future operating expenses or development costs are higher than those
originally used to determine fair value. There were no business combinations
during the year ended December 31, 2021.

Recent Accounting Pronouncements

There were no significant new accounting standards adopted or new accounting pronouncements that would have potential effect on us as of December 31, 2021.

Reconciliation of Non-U.S. GAAP Financial Measures



We use "adjusted cash flows from operations", "adjusted free cash flow
(deficit)", "adjusted net income (loss)" and "adjusted EBITDAX", non-U.S. GAAP
financial measures, for internal management reporting, when evaluating
period-to-period changes and, in some cases, in providing public guidance on
possible future results. In addition, we believe these are measures of our
fundamental business and can be useful to us, investors, lenders and other
parties in the evaluation of our performance relative to our peers and in
assessing acquisition opportunities and capital expenditure projects. These
supplemental measures are not measures of financial performance under U.S. GAAP
and should be considered in addition to, not as a substitute for, net income
(loss) or cash flows from operations, investing or financing activities and
should not be viewed as liquidity measures or indicators of cash flows reported
in accordance with U.S. GAAP. The non-U.S. GAAP financial measures that we use
may not be comparable to similarly titled measures reported by other companies.
In the future, we may disclose different non-U.S. GAAP financial measures in
order to help us and our investors more meaningfully evaluate and compare our
future results of operations to our previously reported results of operations.
We strongly encourage investors to review our financial statements and publicly
filed reports in their entirety and to not rely on any single financial measure.

Adjusted cash flows from operations and adjusted free cash flow (deficit). We
believe adjusted cash flows from operations can provide additional transparency
into the drivers of trends in our operating cash flows, such as production,
realized sales prices and operating costs, as it disregards the timing of
settlement of operating assets and liabilities. We believe adjusted free cash
flow (deficit) provides additional information that may be useful in an investor
analysis of our ability to generate cash from operating activities from our
existing oil and gas asset base to fund exploration and development activities
and to return capital to stockholders in the period in which the related
transactions occurred. We exclude from this measure cash receipts and
expenditures related to acquisitions and divestitures of oil and gas properties
and capital expenditures for other properties and equipment, which are not
reflective of the cash generated or used by ongoing activities on our existing
producing properties and, in the case of acquisitions and divestitures, may be
evaluated separately in terms of their impact on our
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performance and liquidity. Adjusted free cash flow is a supplemental measure of
liquidity and should not be viewed as a substitute for cash flows from
operations because it excludes certain required cash expenditures. For example,
we may have mandatory debt service requirements or other non-discretionary
expenditures which are not deducted from the adjusted free cash flow measure.

We are unable to present a reconciliation of forward-looking adjusted cash flow
because components of the calculation, including fluctuations in working capital
accounts, are inherently unpredictable. Moreover, estimating the most directly
comparable GAAP measure with the required precision necessary to provide a
meaningful reconciliation is extremely difficult and could not be accomplished
without unreasonable effort. We believe that forward-looking estimates of
adjusted cash flow are important to investors because they assist in the
analysis of our ability to generate cash from our operations.

Adjusted net income (loss). We believe that adjusted net income (loss) provides
additional transparency into operating trends, such as production, realized
sales prices, operating costs and net settlements on commodity derivative
contracts, because it disregards changes in our net income (loss) from
mark-to-market adjustments resulting from net changes in the fair value of our
unsettled commodity derivative contracts, and these changes are not directly
reflective of our operating performance.

Adjusted EBITDAX. We believe that adjusted EBITDAX provides additional
transparency into operating trends because it reflects the financial performance
of our assets without regard to financing methods, capital structure, accounting
methods or historical cost basis. In addition, because adjusted EBITDAX excludes
certain non-cash expenses, we believe it is not a measure of income, but rather
a measure of our liquidity and ability to generate sufficient cash for
exploration, development, and acquisitions and to service our debt obligations.

PV-10. We define PV-10 as the estimated present value of the future net cash
flows from our proved reserves before income taxes, discounted using a 10
percent discount rate. We believe that PV-10 provides useful information to
investors as it is widely used by professional analysts and sophisticated
investors when evaluating oil and gas companies. We believe that PV-10 is
relevant and useful for evaluating the relative monetary significance of our
reserves. Professional analysts, investors and other users of our financial
statements may utilize the measure as a basis for comparison of the relative
size and value of our reserves to other companies' reserves. Because there are
many unique factors that can impact an individual company when estimating the
amount of future income taxes to be paid, we believe the use of a pre-tax
measure is valuable in evaluating us and our reserves. PV-10 is not intended to
represent the current market value of our estimated reserves.

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The following table presents a reconciliation of each of our non-U.S. GAAP
financial measures to its most comparable U.S. GAAP measure for the periods
presented:

                                                                   Year Ended December 31,
                                                        2021                2020                2019
                                                                         (thousands)
Cash flows from operations to adjusted cash flows
from operations and adjusted free cash flow:
Net cash from operating activities                  $  1,547.8          $    870.1          $    858.2
Changes in assets and liabilities                        (15.2)               51.5               (32.8)
Adjusted cash flows from operations                    1,532.6               921.6               825.4
Capital expenditures for development of crude oil
and natural gas properties                              (583.1)             (551.0)             (855.9)
Change in accounts payable related to capital
expenditures for oil and gas development activities       (0.5)               28.7                68.2
Adjusted free cash flow                             $    949.0          $   

399.3 $ 37.7



Net income (loss) to adjusted net income (loss):
Net income (loss)                                   $    522.3          $   (724.3)         $    (56.7)
Loss (gain) on commodity derivative instruments          701.5              (180.3)              162.8
Net settlements on commodity derivative instruments     (410.2)              279.3               (17.6)
Tax effect of above adjustments (1)                      (14.0)                  -               (35.2)
Adjusted net income (loss)                          $    799.6          $   

(625.3) $ 53.3



Net income (loss) to adjusted EBITDAX:
Net income (loss)                                   $    522.3          $   (724.3)         $    (56.7)
Loss (gain) on commodity derivative instruments          701.5              (180.3)              162.8
Net settlements on commodity derivative instruments     (410.2)              279.3               (17.6)
Non-cash stock-based compensation                         23.0                22.2                23.8
Interest expense, net                                     82.7                88.7                71.1
Income tax expense (benefit)                              26.6                (7.9)               (3.3)
Impairment of properties and equipment                     0.4               882.4                38.5
Exploration, geologic and geophysical expense              1.1                 1.4                 4.1
Depreciation, depletion and amortization                 635.2               619.7               644.2
Accretion of asset retirement obligations                 12.1                10.1                 6.1
Loss (gain) on sale of properties and equipment           (0.9)               (0.7)                9.7
Adjusted EBITDAX                                    $  1,593.8          $   

990.6 $ 882.7

Cash from operating activities to adjusted EBITDAX: Net cash from operating activities

$  1,547.8          $    870.1          $    858.2
Interest expense, net (2)                                 75.8                88.7                71.1
Amortization and write-off of debt discount,
premium and issuance costs                               (13.5)              (16.8)              (13.6)
Exploration, geologic and geophysical expense              1.1                 1.4                 4.1
Other                                                     (2.2)               (4.3)               (4.3)
Changes in assets and liabilities                        (15.2)               51.5               (32.8)
Adjusted EBITDAX                                    $  1,593.8          $    990.6          $    882.7

PV-10:

Standardized measure of discounted future net cash flows

$  7,908.2          $  3,282.2          $  3,310.3
Present value of estimated future income tax
discounted at 10%                                      1,800.6               172.4               526.7
PV-10                                               $  9,708.8          $  3,454.6          $  3,837.0


_____________
(1)Due to the full valuation allowance recorded against our net deferred tax
assets, there is no tax effect for the year ended December 31, 2020.
(2)Excludes loss on extinguishment from early retirement of our senior notes
amounting to $6.9 million for the year ended December 31, 2021.
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