The following discussion and analysis should be read in conjunction with our
condensed consolidated financial statements and related notes included in Item
1. Financial Statements of this report. Further, we encourage you to review the
Special Note Regarding Forward-Looking Statements.

EXECUTIVE SUMMARY

June 30, 2022 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 2021, the global economy continued to recover due to the partial containment
of COVID-19, which resulted in an increase in crude oil demand. Recovery has
generally continued in 2022 despite a variety of economic headwinds, including
outbreaks of COVID-19 variants. Overall production from OPEC+ has not increased
at the same pace as demand, creating upward pressure on crude oil prices and
tightening of global oil inventories. In February 2022, Russia, a major global
crude oil exporter, attacked and invaded Ukraine, driving the United States
("U.S.") and other Western countries to apply sanctions over crude oil imports
from Russia. Additionally, many crude oil purchasers are boycotting Russian
crude oil in response to the attacks on Ukraine. All of these factors have led
to lower global oil supply and significantly higher crude oil prices in the
first six months of 2022 when compared to 2021.

During 2022, the U.S. has experienced the highest inflation rates since 1981
resulting mainly from the global recovery from COVID-19, supply chain
disruptions, higher labor costs and the invasion of Ukraine by Russia. The U.S.
Federal Reserve has responded to the rise in inflation by increasing the
benchmark federal funds interest rate. The magnitude and overall effectiveness
of these actions remains uncertain, but such monetary policy changes can
increase the risk of economic slowdown or lead to a recession. A slowdown or
recession can cause a decrease or shift in short-term or long-term demand for
crude oil, resulting in industry oversupply and the potential for lower
commodity prices.

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.

Financial Matters

Three months ended June 30, 2022 compared to three months ended March 31, 2022



•Production volumes increased to 21.4 MMboe in the second quarter of 2022, an
increase of 19 percent compared to 17.9 MMboe in the first quarter, primarily
driven by the production volumes from the Great Western Acquisition.

•Crude oil, natural gas and NGLs sales increased to $1,237.7 million compared to
$882.4 million in the first quarter of 2022 primarily due to a 17 percent
increase in weighted average realized commodity prices and a 19 percent increase
in production volumes between periods.

•Negative net settlements from our commodity derivative contracts increased to
$298.7 million in the second quarter of 2022 compared to $161.6 million in the
first quarter of 2022 due to a continued increase in commodity prices between
periods and additional commodity derivatives acquired from Great Western.

•Combined revenue from crude oil, natural gas and NGLs sales and net settlements
from our commodity derivative instruments increased 30 percent to $939.0 million
from $720.8 million in the first quarter of 2022.


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                                PDC ENERGY, INC.
•Generated net income of $662.4 million, or $6.74 per diluted share, for the
second quarter of 2022 and a net loss of $32.0 million, or $0.33 per diluted
share, for the first quarter of 2022 primarily due to (i) an increase in crude
oil, natural gas and NGLs sales of $355.3 million, (ii) a $466.1 million
decrease in commodity risk management loss between periods, and (iii) a gain on
bargain purchase from the Great Western Acquisition of $100.3 million, partially
offset by an increase in income tax expense of $128.0 million between periods.

•Adjusted EBITDAX, a non-U.S. GAAP financial measure, increased to $814.3
million compared to $549.3 million for the first quarter of 2022, primarily due
to an increase in sales of $218.2 million, net of negative net derivative
settlements, and a $100.3 million gain on bargain purchase recognized in the
second quarter of 2022, partially offset by an increase in costs experienced in
operations.

•Cash flows from operations increased to $747.4 million compared to $489.0
million in the first quarter of 2022. Adjusted cash flows from operations, a
non-U.S. GAAP financial measure, increased to $694.7 million compared to $538.8
million in the first quarter of 2022. Adjusted free cash flows, a non-U.S. GAAP
financial measure, increased to $403.8 million from $318.7 million in the first
quarter of 2022.

Six months ended June 30, 2022 compared to six months ended June 30, 2021

•Production volumes increased to 39.3 MMboe in 2022, an increase of 19 percent compared to 33.2 MMboe in 2021, primarily driven by production volumes from Great Western Acquisition and as a result of our turn-in-line activities.



•Crude oil, natural gas and NGLs sales increased to $2.1 billion compared to
$1.0 billion in 2021 primarily due to a 79 percent increase in weighted average
realized commodity prices and a 19 percent increase in production volumes
between periods.

•Negative net settlements from our commodity derivative contracts increased to
$460.3 million in 2022 compared to $85.8 million in 2021 due to improvements in
commodity pricing year over year and additional commodity derivatives acquired
from Great Western.

•Combined revenue from crude oil, natural gas and NGLs sales and net settlements from our commodity derivative instruments increased 81 percent to $1,659.8 million from $915.5 million in 2021.



•Generated net income of $630.4 million, or $6.42 per diluted share, in the 2022
period and a net loss of $96.1 million, or $0.97 per diluted share, in the 2021
period, primarily due to an increase in crude oil, natural gas and NGLs sales of
$1,118.8 million and a gain on bargain purchase from the Great Western
Acquisition of $100.3 million, partially offset by a $180.5 million increase in
commodity risk management loss and a $129.3 million increase in income tax
expense between periods .

•Adjusted EBITDAX, a non-U.S. GAAP financial measure, increased to $1,363.5
million in 2022 compared to $674.1 million in 2021, primarily due to an increase
in sales of $744.3 million, net of negative net derivative settlements, and a
$100.3 million gain on bargain purchase recognized in 2022, partially offset by
an increase in costs experienced in operations between periods.

•Cash flows from operations increased to $1,236.4 million in 2022 compared to
$577.4 million in 2021. Adjusted cash flows from operations, a non-U.S. GAAP
financial measure, increased to $1,233.5 million in 2022 compared to $643.0
million in 2021. Adjusted free cash flows, a non-U.S. GAAP financial measure,
increased to $722.5 million in 2022 from $341.4 million in 2021.

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.

                                       24
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Great Western Acquisition



On May 6, 2022, we completed the acquisition of Great Western, for approximately
$1.4 billion, inclusive of Great Western's net debt. Great Western was an
independent oil and gas company focused on the exploration, production and
development of crude oil and natural gas in the Wattenberg Field of Colorado.
The consideration paid was $542.5 million in cash and approximately 4.0 million
shares of our common stock, valued at $293.3 million on the acquisition date. In
addition, we paid off Great Western's secured credit facility totaling $235.8
million, and paid $361.2 million to terminate Great Western's 12% senior secured
notes due 2025, inclusive of unpaid accrued interest and a premium for early
termination. The cash portion of the purchase price and the termination of Great
Western's debt were funded through a combination of cash on hand and
availability under our revolving credit facility. As a result of the Great
Western Acquisition, we acquired approximately 54,000 net acres in the core
Wattenberg Field and production of approximately 50,000 Boe per day.

Drilling and Completion Overview



In the Wattenberg Field, we operated one full-time drilling rig and one
full-time completion crew during the first half of 2022, added a second
full-time drilling rig in mid-March 2022 and added a third full-time drilling
rig upon closing the Great Western Acquisition. In addition, we operated one
full-time drilling rig and one completion crew during the first half of 2022 in
the Delaware Basin. Our total capital investments in crude oil and natural gas
properties for the six months ended June 30, 2022 were $508.1 million.

The following table summarize our drilling and completion activities for the six months ended June 30, 2022:



                                                                                          Operated Wells
                                                Wattenberg Field                             Delaware Basin                               Total
                                          Gross                   Net                  Gross                  Net                Gross              Net
In-process as of December 31,
2021                                        143                   133.0                      21                 20.6               164              153.6
Wells spud                                   74                    69.5                      10                  9.9                84               79.4
Wells acquired in-process (1)                48                    44.6                       -                    -                48               44.6
Wells turned-in-line                        (73)                  (68.9)                    (18)               (17.8)              (91)             (86.7)
In-process as of June 30, 2022              192                   178.2                      13                 12.7               205              190.9


_____________

(1) Represents in-process wells we obtained as part of the Great Western Acquisition.

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.

Capital Returns



Stock Repurchase Program. In February 2022, our board of directors approved a
new stock repurchase program that reset the total repurchase value to $1.25
billion, which we currently anticipate fully utilizing by December 31, 2023. We
repurchased 4.3 million shares of outstanding common stock at a cost of $300.0
million for the six months ended June 30, 2022. As of June 30, 2022, $978.1
million remained available for repurchases under the program.

Dividends. Our board of directors approved the declaration and payment of a
quarterly cash dividend of $0.25 per share of common stock in the first quarter
of 2022 and increased our base quarterly dividend to $0.35 per share of common
stock in the second quarter of 2022. For the six months ended June 30, 2022, our
dividends totaled $59.1 million or $0.60 per share of outstanding common stock.

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                                PDC ENERGY, INC.

2022 Operational and Financial Outlook



Upon completion of the Great Western Acquisition we provided updated guidance in
late May 2022. Based on our current operating results from the first half of the
year, we now expect full-year 2022 production to range between 230,000 Boe to
240,000 Boe per day, of which approximately 73,000 Bbls to 77,000 Bbls is
expected to be crude oil. Our planned 2022 capital investments in crude oil and
natural gas properties are now expected to be between $1.025 and $1.075 billion
and is focused on continued execution of our development plans in the Wattenberg
Field and the Delaware Basin. Our capital budget and operating costs for 2022
will continue to be impacted by cost inflation if crude oil and natural gas
prices remain at current levels or continue to increase.

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
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, the cost of services for drilling and well completion
activities, drilling results, changes in our borrowing capacity, a significant
change in cash flows, regulatory matters 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, Summit and Range development areas. Our
2022 capital investment program for the Wattenberg Field represents
approximately 80 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. Our plan includes spudding and
turning-in-line approximately 150 to 175 operated wells. To meet our development
plan, we intend on running three full-time horizontal rigs and one full-time
plus an intermittent completion crew for the rest of the year.

Delaware Basin. Total capital investments in crude oil and natural gas
properties in the Delaware Basin for 2022 are expected to be approximately 20
percent of our total capital investments. In 2022, we anticipate spudding 16
operated wells and turning-in-line 20 operated wells with the majority of the
wells being 2.0 mile lateral wells. We completed our 2022 completion program in
late May and are currently running one full-time drilling rig.

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 $0.35
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.
Pursuant to SB 19-181, a series of rulemaking hearings were conducted, which
focused on issues such as permitting requirements, setbacks and siting
requirements, and financial assurance, resulting in the adoption of new
regulatory requirements. We anticipate that future hearings will be conducted by
the COGCC on permit fees, the interaction between the state and local
governments, and well site reclamation. These proceedings could result in new
rules that impose increased costs and regulations on our operations.

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

                                       26
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                                PDC ENERGY, INC.

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.



In addition to the changes to the permitting process, the COGCC conducted a
rulemaking concerning financial assurance to be provided by operators in
Colorado. The rulemaking was designed to address and reduce the number of wells
that have not been properly plugged by their operators ("orphan wells") due to
financial constraints or bankruptcy. As part of that rulemaking, tiers of
operators were established based on identified metrics with operators in
different tiers being obligated to provide different levels of financial
assurance. For our tier, a bond of $40 million will be required in the second
half of 2022 and will be secured through our existing surety bond program. In
addition to the financial assurance, operators will be assessed an annual fixed
fee per existing well that will fund the plugging and abandonment of orphan
wells identified by the COGCC. We do not anticipate a material effect on our
financial condition or results of operations with meeting the outlined financial
assurance requirements.

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.

Wattenberg Permits Update. In June 2022, the COGCC granted PDC unanimous approval for a 69-well OGDP and a 30-well OGDP, our second and third approvals under the new permitting process. Combined, these two approvals provided us approximately 100 additional permits for our 2024 drilling and completion plan.



In December 2021, PDC submitted our first CAP. The application proposes
approximately 450 wells spread amongst 22 surface locations, 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, while also
improving our ESG metrics. 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 worked with COGCC on comments received on this
CAP, submitted updated plans in June 2022 and received the completeness
determination on August 2, 2022. 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 past 2028.

Environmental, Social and Governance ("ESG")



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 Environmental,
Social, Governance and Nominating Committee at the board of directors and is
considered at every level of our business.

On March 31, 2022, we completed our initial U.S. Environmental Protection Agency
("EPA") annual filing for 2021 and we reported an approximate 12% reduction in
greenhouse gas ("GHG") emissions and an approximate 17% reduction in methane
emissions intensity from 2020 baseline levels (each on a per unit of production
basis), putting the Company on track to meet its 60% and 50% GHG and methane
reduction goals by 2025, respectively.

Additionally, in May 2022, our board of directors approved quantitative metrics
for GHG and methane emissions reductions for our 2022 short-term incentive
program, including 15% GHG and 30% methane emissions reduction targets from 2021
to 2022, respectively. As noted above, this supports the Company's previously
announced sustainability goals. In total, over 25% of our short-term incentive
program is tied to ESG and Environmental, Health and Safety initiatives.
Additional information on our ESG practices, including sustainability goals, key
metrics and progress achieved, can be found in our Sustainability Report
available on our website at www.pdce.com and is not incorporated by reference in
this report.

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


                                       27
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                                PDC ENERGY, INC.
Results of Operations

Summary of Operating Results

The following table presents selected information regarding our operating
results:

                                                         Three Months Ended                                                  Six Months Ended
                                                               March 31,
                                        June 30, 2022             2022           Percent Change         June 30, 2022           June 30, 2021         Percent Change
                                                                               (dollars in millions, except per unit data)
Production:
Crude oil (MBbls)                              6,844              5,853                   17  %               12,697                  10,248                   24  %
Natural gas (MMcf)                            49,817             43,119                   16  %               92,936                  83,512                   11  %
NGLs (MBbls)                                   6,263              4,885                   28  %               11,148                   8,997                   24  %
Crude oil equivalent (MBoe)                   21,410             17,924                   19  %               39,335                  33,164                   19  %
Average Boe per day (Boe)                    235,275            199,156                   18  %              217,320                 183,227                   19  %

Crude Oil, Natural Gas and NGLs
Sales:
Crude oil                             $        740.9          $   549.7                   35  %       $      1,290.6          $        624.3                  107  %
Natural gas                                    277.7              163.1                   70  %                440.8                   191.4                  130  %
NGLs                                           219.1              169.6                   29  %                388.7                   185.6                  109  %
Total crude oil, natural gas and NGLs
sales                                 $      1,237.7          $   882.4                   40  %       $      2,120.1          $      1,001.3                  112  %

Net Settlements on Commodity
Derivatives                                                                                                                                   `
Crude oil                             $       (231.4)         $  (131.1)                  77  %       $       (362.5)         $        (68.4)                      *
Natural gas                                    (67.3)             (30.5)                 121  %                (97.8)                  (17.4)                      *

Total net settlements on derivatives $ (298.7) $ (161.6)

               85  %       $       (460.3)         $        (85.8)                      *

Average Sales Price (excluding net
settlements on derivatives):
Crude oil (per Bbl)                   $       108.24          $   93.93                   15  %       $       101.64          $        60.92                   67  %
Natural gas (per Mcf)                           5.57               3.78                   47  %                 4.74                    2.29                  107  %
NGLs (per Bbl)                                 34.99              34.70                    1  %                34.86                   20.61                   69  %
Crude oil equivalent (per Boe)                 57.81              49.23                   17  %                53.90                   30.19            

79 %



Average Costs and Expenses (per Boe):
Lease operating expense               $         3.30          $    3.02                    9  %       $         3.17          $         2.54                   25  %
Production taxes                                4.17               3.51                   19  %                 3.87                    1.70                  128  %
Transportation, gathering and
processing expense                              1.38               1.56                  (12) %                 1.46                    1.44                    1  %
General and administrative expense              2.13               1.90                   12  %                 2.03                    1.98                    3  %
Depreciation, depletion and
amortization                                    8.92               8.43                    6  %                 8.70                    9.32                   (7) %

Lease Operating Expense by Operating
Region (per Boe)
Wattenberg Field                      $         2.85          $    2.42                   18  %       $         2.65          $         2.23                   19  %
Delaware Basin                                  5.98               6.67                  (10) %                 6.29                    4.77                   32  %


____________

* Percent change is not meaningful.


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                                PDC ENERGY, INC.
As a result of non-recurring costs incurred during the second quarter of 2022 to
acquire Great Western and integrate it into our operations, our results of
operations are not indicative of future results of operations for the second
half of 2022. Additionally, we anticipate increases in production volumes and
production cost per Boe as the integration of Great Western continues. Further,
we expect increases in DD&A per Boe due to the fair value of Great Western's
crude oil and natural gas properties and a decrease in general and
administrative expenses as acquisition transaction and transition costs wind
down after the integration. Lastly, we expect interest expense to increase in
the second half of 2022 as a result of our increased level of borrowings under
our revolving credit facility resulting from the funding of the Great Western
Acquisition and an overall increase in market interest rates.

Crude Oil, Natural Gas and NGLs Sales



The change in crude oil, natural gas and NGLs sales for the three months ended
June 30, 2022 compared to the three months ended March 31, 2022 and the six
months ended June 30, 2022 compared to the six months ended June 30, 2021 were
due to the following:

                                                                      Change Between
                                                        March 31, 2022 -           June 30, 2021 -
                                                         June 30, 2022              June 30, 2022
                                                                      (in millions)
Change in:
Production                                            $           166.3          $          215.1

Average crude oil price                                            97.9                     517.1
Average natural gas price                                          89.3                     227.8
Average NGLs price                                                  1.8                     158.8

Total change in crude oil, natural gas and NGLs sales revenue

                                               $           355.3     

$ 1,118.8

Crude Oil, Natural Gas and NGLs Production



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

                                                              Three Months Ended                                                   Six Months Ended
Production by Operating Region            June 30, 2022          March 31, 2022         Percent Change        June 30, 2022           June 30, 2021         Percent Change
Crude oil (MBbls)
Wattenberg Field                                 5,545               4,832                       15  %              10,377               8,670                       20  %
Delaware Basin                                   1,299               1,021                       27  %               2,320               1,578                       47  %
Total                                            6,844               5,853                       17  %              12,697              10,248                       24  %
 Natural gas (MMcf)
Wattenberg Field                                43,244              37,663                       15  %              80,907              73,742                       10  %
Delaware Basin                                   6,573               5,456                       20  %              12,029               9,770                       23  %
Total                                           49,817              43,119                       16  %              92,936              83,512                       11  %
NGLs (MBbls)
Wattenberg Field                                 5,575               4,291                       30  %               9,866               8,153                       21  %
Delaware Basin                                     688                 594                       16  %               1,282                 844                       52  %
Total                                            6,263               4,885                       28  %              11,148               8,997                       24  %
Crude oil equivalent (MBoe)
Wattenberg Field                                18,328              15,400                       19  %              33,728              29,113                       16  %
Delaware Basin                                   3,082               2,524                       22  %               5,607               4,051                       38  %
Total                                           21,410              17,924                       19  %              39,335              33,164                       19  %

Average crude oil equivalent per
day (Boe)
Wattenberg Field                               201,407             171,111                       18  %             186,342             160,846                       16  %
Delaware Basin                                  33,868              28,045                       21  %              30,978              22,381                       38  %
Total                                          235,275             199,156                       18  %             217,320             183,227                       19  %


                                       29

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                                PDC ENERGY, INC.
Net production volumes for oil, natural gas and NGLs increased 19 percent during
the three months ended June 30, 2022 compared to the three months ended March
31, 2022 primarily due to 3.0 MMboe of additional production volumes from the
Great Western Acquisition and the net impact of turn-in-line activities in both
basins during the second quarter of 2022.

Net production volumes for oil, natural gas and NGLs increased 19 percent during
the six months ended June 30, 2022 compared to the same period in 2021. The
increase in production volume between periods was primarily due to 3.0 MMboe of
additional production volumes from the Great Western Acquisition and the net
impact of turn-in-line activities in both basins since the second quarter of
2021.

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



                                         Three Months Ended June 30, 2022
                         Crude Oil            Natural Gas              NGLs         Total
Wattenberg Field            30%                   39%                  31%           100%
Delaware Basin              42%                   36%                  22%           100%

                                         Three Months Ended March 31, 2022
                         Crude Oil            Natural Gas              NGLs         Total
Wattenberg Field            31%                   41%                  28%           100%
Delaware Basin              40%                   36%                  24%           100%

                                          Six Months Ended June 30, 2022
                         Crude Oil            Natural Gas              NGLs         Total
Wattenberg Field            31%                   40%                  29%           100%
Delaware Basin              41%                   36%                  23%           100%

                                          Six Months Ended June 30, 2021
                         Crude Oil            Natural Gas              NGLs         Total
Wattenberg Field            30%                   42%                  28%           100%
Delaware Basin              39%                   40%                  21%           100%


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, preventative routine maintenance
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 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 six months
ended June 30, 2022. We continuously monitor infrastructure capacities versus
producer activity and production volume forecasts. Continued increases in crude
oil and natural gas prices through early 2022 have incentivized producers in the
Permian Basin to increase the level of drilling and completion activities. The
potential increase in production levels may lead to natural gas transportation
constraints out of the Permian Basin by the end of 2022 or in 2023, which may
result to lower realized Waha natural gas prices. However, a majority of PDC's
gas production in the Delaware Basin is dedicated to Permian Highway Pipeline
and is exposed to Houston-based gas pricing.

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                                PDC ENERGY, INC.

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.

The following table presents weighted average sales prices of crude oil, natural gas and NGLs for the periods presented:



                                                            Three Months Ended                                              Six Months Ended
Weighted Average Realized Sales
Price by Operating Region
(excluding net settlements on                                     March 31,                                                      June 30,
derivatives)                               June 30, 2022            2022           Percent Change         June 30, 2022            2021           Percent Change
Crude oil (per Bbl)
Wattenberg Field                         $       108.05          $  93.52                   16  %       $       101.28          $  60.84                   66  %
Delaware Basin                                   109.06             95.86                   14  %               103.25             61.35                   68  %
Weighted average price                           108.24             93.93                   15  %               101.64             60.92                   67  %
Natural gas (per Mcf)
Wattenberg Field                         $         5.50          $   3.82                   44  %       $         4.71          $   2.33                  102  %
Delaware Basin                                     6.09              3.56                   71  %                 4.94              2.02                  145  %
Weighted average price                             5.57              3.78                   47  %                 4.74              2.29                  107  %
NGLs (per Bbl)
Wattenberg Field                         $        32.56          $  32.37                    1  %       $        32.48          $  19.78                   64  %
Delaware Basin                                    54.62             51.54                    6  %                53.19             28.65                   86  %
Weighted average price                            34.99             34.70                    1  %                34.86             20.61                   69  %
Crude oil equivalent (per Boe)
Wattenberg Field                         $        55.57          $  47.69                   17  %       $        51.97          $  29.56                   76  %
Delaware Basin                                    71.13             58.59                   21  %                65.48             34.75                   88  %
Weighted average price                            57.81             49.23                   17  %                53.90             30.19                   79  %


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.

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                                PDC ENERGY, INC.
Information related to the components and classifications of TGP expense on the
condensed 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
                                                Average Realized       Average Realization                             Realized Price        Average Realization
Three Months Ended          Average NYMEX       Price Before TGP        Percentage Before          Average TGP            After TGP          Percentage After TGP
June 30, 2022                   Price               Expense                TGP Expense             Expense (1)             Expense                 Expense
Crude oil (per Bbl)         $   108.41          $      108.24                        100  %       $      2.37          $     105.87                         98  %
Natural gas (per
MMBtu)                            7.17                   5.58                         78  %              0.22                  5.36                         75  %
NGLs (per Bbl)                  108.41                  34.99                         32  %                 -                 34.99                         32  %
Crude oil equivalent
(per Boe)                        83.05                  57.81                         70  %              1.26                 56.55                         68  %

                                                                                                                           Average
                                                Average Realized       Average Realization                             Realized Price        Average Realization
Three Months Ended          Average NYMEX       Price Before TGP        Percentage Before          Average TGP            After TGP          Percentage After TGP
March 31, 2022                  Price               Expense                TGP Expense             Expense (1)             Expense                 Expense
Crude oil (per Bbl)         $    94.29          $       93.93                        100  %       $      2.69          $      91.24                         97  %
Natural gas (per
MMBtu)                            4.95                   3.78                         76  %              0.23                  3.55                         72  %
NGLs (per Bbl)                   94.29                  34.70                         37  %                 -                 34.70                         37  %
Crude oil equivalent
(per Boe)                        68.40                  49.23                         72  %              1.42                 47.81                         70  %

                                                                                                                           Average
                                                Average Realized       Average Realization                             Realized Price        Average Realization
Six Months Ended            Average NYMEX       Price Before TGP        Percentage Before          Average TGP            After TGP          Percentage After TGP
June 30, 2022                   Price               Expense                TGP Expense             Expense (1)             Expense                 Expense
Crude oil (per Bbl)         $   101.35          $      101.65                        100  %       $      2.52          $      99.13                         98  %
Natural gas (per
MMBtu)                            6.06                   4.74                         78  %              0.22                  4.52                         75  %
NGLs (per Bbl)                  101.35                  34.86                         34  %                 -                 34.86                         34  %
Crude oil equivalent
(per Boe)                        75.76                  53.90                         71  %              1.33                 52.57                         69  %

                                                                                                                           Average
                                                Average Realized       Average Realization                             Realized Price        Average Realization
Six Months Ended            Average NYMEX       Price Before TGP        Percentage Before          Average TGP            After TGP          Percentage After TGP
June 30, 2021                   Price               Expense                TGP Expense             Expense (1)             Expense                 Expense
Crude oil (per Bbl)         $    61.96          $       60.92                         98  %       $      3.32          $      57.60                         93  %
Natural gas (per
MMBtu)                            2.76                   2.29                         83  %              0.11                  2.18                         79  %
NGLs (per Bbl)                   61.96                  20.61                         33  %                 -                 20.61                         33  %
Crude oil equivalent
(per Boe)                        42.91                  30.19                         70  %              1.32                 28.87                         67  %


____________
(1)Average TGP expense excludes unutilized firm transportation fees of $0.12 per
Boe and $0.14 per Boe for the three months ended June 30, 2022 and March 31,
2022, respectively, and 0.13 and $0.12 per Boe for the six months ended June 30,
2022 and 2021, respectively.

Our average realization percentages for crude oil, natural gas and NGLs were relatively flat for the three months ended June 30, 2022 as compared to the three months ended March 31, 2022.



Our average realization percentage for crude oil increased for the six months
ended June 30, 2022 as compared to the same period in 2021 primarily due to an
increased demand for crude oil, global supply disruptions and geopolitical
issues. In

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                                PDC ENERGY, INC.
addition, we realized improved differentials from our 2022 crude oil sales
contracts. Average realization percentage for natural gas decreased for the six
months ended June 30, 2022 compared to the six months ended June 30, 2021 due to
strong pricing in February 2021 as a result of severe weather conditions.

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 5 - Commodity Derivative Financial
Instruments in Item 1. Financial Statements included elsewhere in this report
for a summary of our derivative positions as of June 30, 2022.

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.

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:



                                                      Three Months Ended                               Six Months Ended
                                            June 30, 2022           March 31, 2022           June 30, 2022           June 30, 2021
                                                                                (in millions)
Commodity price risk management gain
(loss), net:
Net settlements of commodity derivative
instruments:
Crude oil collars and fixed price
exchanges                                 $       (231.4)         $        

(131.1) $ (362.5) $ (68.4) Natural gas collars and fixed price exchanges

                                          (75.7)                   (28.1)                 (103.8)                   (7.5)
Natural gas basis protection exchanges               8.4                     (2.3)                    6.1                    (9.9)
Total net settlements of commodity
derivative instruments                            (298.7)                  (161.5)                 (460.2)                  (85.8)
Change in fair value of unsettled
commodity derivative instruments:
Reclassification of settlements included
in prior period changes in fair value of
commodity derivative instruments                   173.9                    100.2                   174.9                    (5.4)
Crude oil collars and fixed price
exchanges                                           (6.6)                  (373.6)                 (308.0)                 (329.5)
Natural gas collars and fixed price
exchanges                                           41.4                   (140.6)                  (71.0)                  (67.7)
Natural gas basis protection exchanges             (12.0)                     7.4                    (5.7)                   (1.1)
Net change in fair value of unsettled
commodity derivative instruments                   196.7                   (406.6)                 (209.8)                 (403.7)
Total commodity price risk management
gain (loss), net                          $       (102.0)         $        

(568.1) $ (670.0) $ (489.5)

The continued increase in commodity prices during the three months ended June 30, 2022 and March 31, 2022 and during the six months ended June 30, 2022 and June 30, 2021 had an overall unfavorable impact on the fair value and settlements of our commodity derivatives.


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                                PDC ENERGY, INC.

Lease Operating Expense



Lease operating expense ("LOE") increased by 30 percent to $70.6 million for the
three months ended June 30, 2022 compared to $54.2 million for the three months
ended March 31, 2022. The period-over-period increase in LOE was primarily
attributable to (i) an approximate $7.0 million increase as a result of the
Great Western Acquisition, (ii) a $4.8 million increase in water disposal, well
and pumper services in both basins as a result of higher commodity prices and
inflation and (iii) $1.8 million in additional environmental costs in the
Wattenberg basin. LOE per Boe increased 9 percent to $3.30 for the three months
ended June 30, 2022 from $3.02 for the three months ended March 31, 2022. The
increase in LOE per Boe was primarily due to the additional costs outlined
above.

LOE increased by 48 percent to $124.8 million for the six months ended June 30,
2022 compared to $84.2 million for the six months ended June 30, 2021. The
period-over-period increase in LOE was primarily due to (i) a $7.0 million
increase a as a result of the Great Western Acquisition, (ii) increased
activities and payroll costs of $12.8 million resulting from an increase in
activities in both basins, (iii) an $11.4 million increase in chemical
treatments, water disposal and environmental costs as a result of higher
commodity prices and inflation and (iv) a $6.2 million increase in workover
expense due to the timing of workover activities focused mainly in the Delaware
Basin. LOE per Boe increased 25 percent to $3.17 for the six months ended
June 30, 2022 from $2.54 for the six months ended June 30, 2021, an increase
that was primarily due to the additional costs outlined above.

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
from year-to-year.

Production taxes increased 42 percent to $89.3 million for the three months
ended June 30, 2022 compared to $62.9 million for the three months ended March
31, 2022. Production taxes per Boe increased 19 percent to $4.17 for the three
months ended June 30, 2022 compared to $3.51 for the three months ended March
31, 2022. The increase in production taxes was primarily due to additional
production volumes from the Great Western Acquisition and higher crude oil,
natural gas and NGL prices between periods.

Production taxes increased 170 percent to $152.2 million for the six months
ended June 30, 2022 compared to $56.5 million for the six months ended June 30,
2021. Production taxes per Boe increased 128 percent to $3.87 for the six months
ended June 30, 2022 compared to $1.70 for the six months ended June 30, 2021.
The increase in production taxes was primarily due to an increase in crude oil,
natural gas and NGLs prices between periods and additional production from the
Great Western Acquisition.

Transportation, Gathering and Processing Expense



TGP expense increased 6 percent to $29.6 million for the three months ended
June 30, 2022 compared to $28.0 million for the three months ended March 31,
2022. The increase in TGP expense between periods was primarily due to a $1.7
million increase relating to additional production volumes from the Great
Western Acquisition. TGP expense per Boe decreased 12 percent to $1.38 for the
three months ended June 30, 2022 compared to $1.56 for the three months ended
March 31, 2022. The decrease in TGP expense per Boe between periods was
primarily due to lower TGP rates on the acquired Great Western production.

TGP expense increased 21 percent to $57.6 million for the six months ended
June 30, 2022 compared to $47.7 million for the six months ended June 30, 2021.
The increase in TGP expense between periods was primarily due to a $1.7 million
increase relating to additional production volumes from the Great Western
Acquisition in 2022 and a $10.5 million increase relating to gas processing
volumes and rates in the Delaware basin. TGP expense per Boe increased 1 percent
to $1.46 for the six months ended June 30, 2022 compared to $1.44 for the six
months ended June 30, 2021. TGP expense per Boe for the six months ended
June 30, 2022 compared to the same period in 2021 was relatively flat due to the
net impact of lower TGP rates on the acquired Great Western production offset by
higher gas processing costs.

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                                PDC ENERGY, INC.

Impairment of Properties and Equipment



  There were no significant impairment charges recognized related to our proved
and unproved oil and gas properties for the three months ended June 30, 2022 or
March 31, 2022 or for the six months ended June 30, 2022 or 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.

General and Administrative Expense



General and administrative expense increased 34 percent to $45.6 million for the
three months ended June 30, 2022 compared to $34.1 million for the three months
ended March 31, 2022, primarily due to $13.0 million in transaction and
transition costs recognized in the second quarter of 2022 relating to the Great
Western Acquisition.

General and administrative expense increased 22 percent to $79.8 million for the
six months ended June 30, 2022 compared to $65.5 million for the six months
ended June 30, 2021, primarily due to $13.0 million in transaction and
transition costs recognized in the second quarter of 2022 relating to the Great
Western Acquisition.

Depreciation, Depletion and Amortization Expense



DD&A expense 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 $189.1 million for the three months ended June 30,
2022 compared to $149.3 million for the three months ended March 31, 2022. The
increase in DD&A expense was primarily due to (i) a 19 percent increase in
production volumes between periods, (ii) an increase in the weighted average
DD&A expense rate primarily due to the fair value of proved crude oil and
natural gas properties acquired from Great Western and (iii) capitalized costs
for wells turned-in-line in the second quarter of 2022.

DD&A expense related to crude oil and natural gas properties was $338.4 million
for the six months ended June 30, 2022 compared to $305.0 million for the
comparable period in 2021. The increase in total DD&A expense was primarily due
to a 19 percent increase in production volumes between periods and capitalized
costs for wells turned-in-line since the second quarter of 2021 partially offset
by a decrease in weighted average DD&A expense rate resulting from our improved
reserve quantities as of December 31, 2021.

The period-over-period change in DD&A expense related to crude oil and natural gas properties was primarily due to the following:



                                                                             Change Between
                                                               March 31, 2022 -           June 30, 2021 -
                                                                 June 30, 2022             June 30, 2022
                                                                              (in millions)
Increase (decrease) in production                             $           29.2          $           57.4

Increase (decrease) in weighted average depreciation, depletion and amortization rates

                                          10.7                     (24.0)

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

                          $           39.9          $           33.4


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



                                                     Three Months Ended                                Six Months Ended
                                           June 30, 2022            March 31, 2022           June 30, 2022           June 30, 2021
                                                                                 (per Boe)
Operating Region/Area
Wattenberg Field                        $      8.52               $          8.00          $      8.28             $         9.10
Delaware Basin                                10.68                         10.33                10.52                       9.89
Total weighted average DD&A expense
rate                                           8.83                          8.33                 8.60                       9.20


                                       35

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                                PDC ENERGY, INC.

Interest Expense, net



Interest expense, net increased $4.6 million to $17.6 million for the three
months ended June 30, 2022 compared to $12.9 million for the three months ended
March 31, 2022. The increase was primarily due to a $5.4 million increase
relating to increased borrowings under our revolving credit facility in the
second quarter of 2022 to finance the cash portion of the purchase price of the
Great Western Acquisition.

Interest expense, net decreased $8.6 million to $30.5 million for the six months
ended June 30, 2022 compared to $39.1 million for the six months ended June 30,
2021. The decrease was primarily due to a $6.0 million decrease from the
expiration and redemption of our 2021 Convertible Notes in September 2021 and a
$9.3 million decrease from the full redemption of our 2025 Senior Notes and a
partial redemption of our 2024 Senior Notes in December and November 2021,
respectively. The decrease was partially offset by $5.5 million relating to
increased borrowings under our revolving credit facility in 2022 to finance the
cash portion of the purchase price of the Great Western Acquisition.

Gain on Bargain Purchase



We recognized a $100.3 million gain on the bargain purchase of the Great Western
Acquisition, net of related income taxes of $31.5 million, for the three and six
months ended June 30, 2022. For additional information, see Note 2 - Business
Combination to our condensed consolidated financial statements included
elsewhere in this report.

Provision for Income Taxes



We recorded income tax expense of $128.0 million, excluding our discrete gain on
bargain purchase of $100.3 million, and $1.2 million for the three months ended
June 30, 2022 and March 31, 2022, respectively, resulting in an effective income
tax rate of 18.5 percent provision on pre-tax income, and 3.9 percent provision
on pre-tax losses, respectively.

We recorded income tax expense of $129.2 million, excluding our discrete gain on
bargain purchase of $100.3 million, and $0.1 million for the six months ended
June 30, 2022 and June 30, 2021, respectively, resulting in an effective income
tax rate of 19.6 percent provision on pre-tax income, and 0.2 percent provision
on pre-tax losses, respectively. 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 pre-tax loss due to the effect of the valuation allowance or
changes in the valuation allowance against our deferred income tax assets.

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 became deductible. At each reporting period, management considers
the available taxes in carryback periods, the future reversals of existing
taxable temporary differences, tax planning strategies and projected future
taxable income in making this assessment. Our 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 beginning January 1, 2020, since
we previously could not conclude that it is more likely than not that our DTAs
will be fully realized in future periods.

During the period ended June 30, 2022, sufficient positive evidence became
available that allowed us to reach a conclusion that it is more likely than not
that our DTAs will be realized and the valuation allowance is no longer be
needed. As we previously disclosed in our 2021 Form 10-K, we maintained a
valuation allowance on our net federal deferred tax assets and would continue to
do so until sufficient positive evidence exists to support a reversal of the
allowance. In the second quarter, continued higher commodity prices have
increased our income, resulting in the reversal of objective negative evidence
of cumulative loss in recent years, and we determined that we have sufficient
positive evidence to release the valuation allowance. As a result, we released
$22.4 million of the valuation allowance against our deferred income tax assets
and recognized a corresponding decrease to income tax expense in the period
ended June 30, 2022. The remainder of the valuation allowance of $34.2 million
will be recognized as a decrease to income taxes expense over the second half of
2022.

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

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                                PDC ENERGY, INC.

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



The factors impacting a net income of $662.4 million and a net loss of $32.0
million for the three months ended June 30, 2022 and March 31, 2022,
respectively, and a net income of $630.4 million and a net loss of $96.1 million
for the six months ended June 30, 2022 and June 30, 2021, respectively, are
discussed above.

Adjusted net income, a non-U.S. GAAP financial measure, was $502.1 million and
$358.6 million for the three months ended June 30, 2022 and March 31, 2022,
respectively, and $798.2 million and $307.6 million for the six months ended
June 30, 2022, and June 30, 2021, respectively. With the exception of the
tax-affected net change in fair value of unsettled commodity derivatives, when
applicable, 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 June 30, 2022 is an
indication of a lack of liquidity. We had working capital deficits of $1,090.0
million as of June 30, 2022 and $461.5 million as of December 31, 2021. The
increase in working capital deficit since December 31, 2021 was primarily due to
an increase in the fair value of net derivative liabilities of $400.7 million
and by a net deficit in working capital items as result of the Great Western
Acquisition. 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 $38.5 million at June 30, 2022 and availability under our revolving credit facility was $724.6 million, providing for a total liquidity position of $763.1 million as of June 30, 2022. 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. If commodity prices continue to
increase, our 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.

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                                PDC ENERGY, INC.
As a result of the Great Western Acquisition, we paid $361.2 million on Great
Western's behalf to pay and discharge Great Western's 12% senior secured notes
due 2025, inclusive of unpaid accrued interest and a premium for early
termination. Additionally, we paid off Great Western's secured credit facility
totaling $235.7 million, inclusive of unpaid accrued interest. The termination
of Great Western's debt was funded through a combination of cash on hand and
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. 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. There are no significant changes to our material cash
requirements arising from contractual obligations since December 31, 2021.

In April 2022, as part of our 2022 semi-annual borrowing base redetermination,
the borrowing base increased from $2.4 billion to $3.0 billion; however, we
maintained our elected commitment amount of $1.5 billion. 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 (a) to
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 June 30, 2022, we were in compliance with all covenants in
the revolving credit facility with a current ratio of 1.3:1.0 and a leverage
ratio of 0.7:1.0.

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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