Cimarex is an independent oil and gas exploration and production company. Our
operations are entirely located in the United States, mainly in Texas, New
Mexico, and Oklahoma. Currently our operations are focused in two main areas:
the Permian Basin and the Mid-Continent. Our Permian Basin region encompasses
west Texas and southeast New Mexico. Our Mid-Continent region consists of
Oklahoma and the Texas Panhandle.

Our principal business objective is to increase shareholder value through the
profitable long-term growth of our proved reserves and production while seeking
to minimize our impact on the communities in which we operate for the long-term.
Our strategy centers on maximizing cash flow from producing properties so that
we can reinvest in exploration and development opportunities and provide cash
returns to shareholders through dividends. We consider merger and acquisition
opportunities that enhance our competitive position and we occasionally divest
non-strategic assets.

On March 1, 2019, we completed the acquisition of Resolute Energy Corporation
("Resolute"), an independent oil and gas company focused on the acquisition and
development of unconventional oil and gas properties in the Delaware Basin area
of the Permian Basin of west Texas. See Note 13 to the Condensed Consolidated
Financial Statements for more information on the acquisition.

We believe that detailed technical analysis, operational focus, and a
disciplined capital investment process mitigate risk and position us to continue
to achieve profitable increases in proved reserves and production. Our drilling
inventory and limited long-term commitments provide the flexibility to respond
quickly to industry volatility. Our investments are generally funded with cash
flow provided by operating activities together with cash on hand, bank
borrowings, sales of non-strategic assets, and, from time to time, public
financing based on our monitoring of capital markets and our balance sheet.

Market Conditions

The oil and gas industry is cyclical and commodity prices can fluctuate significantly. We expect this volatility to persist. Commodity prices are affected by many factors outside of our control, including changes in market supply and demand, inventory storage levels, weather conditions, and other factors. Local market prices for oil and gas can be impacted by pipeline capacity constraints limiting takeaway and increasing basis differentials.



The current reduction in economic activity resulting from the COVID-19 pandemic
has resulted in unprecedented demand destruction and inventory increases for oil
and natural gas liquids. WTI oil prices dropped from an average of $57.53 per
barrel in January 2020 to $30.45 per barrel in March 2020. Prices since March
2020 have fallen further. Low oil prices are expected to persist until global
economic activity resumes, supply from major oil producing countries decreases,
and elevated inventory levels moderate. Lower oil prices will reduce our
production revenues.

In response to current low oil prices we have taken steps to reduce our capital
investment plans, including releasing all but one drilling rig by mid-May and
deferring completion activity. Further, as a result of evaluating the net
operating income of our producing wells, we have curtailed and or shut in
production in some areas. We expect to curtail approximately 20% of our oil
volumes for the month of May due to weakness in anticipated realized oil prices,
which will also impact associated gas and NGL production. Further curtailments
in future months are expected if the weakness in anticipated realized oil prices
persist.




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As demonstrated in the table below, our company-wide average realized prices for
the three months ended March 31, 2020 as compared to the same period in 2019
have declined for all products. In the case of oil sales, these decreases result
from declining NYMEX prices, partially offset by improving differentials. In the
case of gas sales, these decreases are driven by a combination of declining
NYMEX prices and widening differentials on a company-wide basis.

                                Three Months Ended
                                    March 31,
                                 2020         2019      Variance Between 2020 / 2019
Average NYMEX price
Oil - per barrel             $   46.17      $ 54.90                (16)%
Gas - per Mcf                $    1.95      $  3.15                (38)%

Average realized price
Oil - per barrel             $   44.18      $ 48.87                (10)%
Gas - per Mcf                $    0.55      $  1.91                (71)%
NGL - per barrel             $    9.84      $ 16.44                (40)%

Average price differential
Oil - per barrel             $   (1.99 )    $ (6.03 )               67%
Gas - per Mcf                $   (1.40 )    $ (1.24 )              (13)%


The average price differentials that we realized in our two primary areas of operation are shown in the table below for the periods indicated.


                                     Average Price Differentials
                  2020                                2019
                  First                  Fourth       Third      Second       First
                 Quarter      Year       Quarter     Quarter     Quarter     Quarter
Oil
Permian Basin   $ (2.00 )   $ (4.48 )   $ (2.18 )   $ (3.76 )   $ (5.80 )   $ (6.90 )
Mid-Continent   $ (2.02 )   $ (3.14 )   $ (2.05 )   $ (3.72 )   $ (4.39 )   $ (2.17 )
Total Company   $ (1.99 )   $ (4.26 )   $ (2.16 )   $ (3.74 )   $ (5.58 )   $ (6.03 )

Gas
Permian Basin   $ (1.85 )   $ (2.14 )   $ (1.67 )   $ (1.83 )   $ (3.10 )   $ (1.91 )
Mid-Continent   $ (0.57 )   $ (0.68 )   $ (0.74 )   $ (0.66 )   $ (0.86 )   $ (0.46 )
Total Company   $ (1.40 )   $ (1.52 )   $ (1.31 )   $ (1.35 )   $ (2.14 )   $ (1.24 )



Pipeline expansion projects in the Permian Basin are expected to ease capacity
constraints as they come online over the next few years, which is reflected in
the current futures markets that show narrowing differentials. In addition, as a
result of current market expectations for lower near-term production volumes
from the basin, gas differentials have recently improved. However, if pipeline
projects are delayed or canceled, production resumes or increases faster than
capacity increases, the basin experiences pipeline disruptions or other
constraints, higher differentials will persist or potentially worsen. Our
revenue, profitability, and future growth are highly dependent on the prices we
receive for our oil and gas production and can be adversely affected by realized
price decreases. See RESULTS OF OPERATIONS Revenues below for further
information regarding our realized commodity prices.




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See RISK FACTORS in Item 1A of this Form 10-Q and in our Annual Report on Form
10-K for the year ended December 31, 2019, for a discussion of risk factors that
affect our business, financial condition, and results of operations. Also, see
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS in this report for
important information about these types of statements.

Summary of Operating and Financial Results for the Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019:

• Total production volumes increased 7% to 276.6 MBOE per day.

• Oil volumes increased 13% to 89.8 MBbls per day.

• Gas volumes increased 9% to 694.3 MMcf per day.

• NGL volumes decreased 3% to 71.1 MBbls per day.

• Total production revenue decreased $107.8 million to $459.5 million.

• Cash flow provided by operating activities increased 23% to $308.8 million.





• Exploration and development expenditures decreased 32% to $248.7 million.



•         Net loss was $774.3 million, or $7.77 per diluted share, for the first

          three months of 2020, as compared to net income of $26.3 million, or
          $0.26 per diluted share, for the first three months of 2019.


RESULTS OF OPERATIONS

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

Revenues



Our revenues are derived from sales of our oil, gas, and NGL
production. Increases or decreases in our revenues, profitability, and future
production growth are highly dependent on the commodity prices we
receive. Prices are market driven and we expect that future prices will continue
to fluctuate due to supply and demand factors, availability of transportation,
seasonality, and geopolitical and economic factors. See QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK for more information regarding the
sensitivity of our revenues to price fluctuations.

Realized prices were lower for all products during the three months ended March
31, 2020 as compared to the three months ended March 31, 2019, while production
volumes for oil and gas were higher and production volumes for NGL were lower.
Our acquisition of Resolute on March 1, 2019 and ongoing completion of new wells
have increased our volumes. However, lower market prices, which are out of our
control, have negatively impacted our realized prices and, therefore, our
revenue. Our revenue decreased 19%, or $107.8 million, during the three months
ended March 31, 2020 as compared to the three months ended March 31, 2019. The
following table shows our production revenue for the periods indicated as well
as the change in revenue due to changes in volumes and prices.
                         Three Months Ended
                             March 31,                                                    Price/Volume Variance
Production Revenue                                  Variance Between 2020 /
(in thousands)           2020          2019                  2019                  Price         Volume         Total
Oil sales            $  360,980     $ 349,306     $    11,674          3%       $  (38,322 )   $  49,996     $   11,674
Gas sales                34,830       109,976         (75,146 )       (68)%        (85,929 )      10,783        (75,146 )
NGL sales                63,651       107,939         (44,288 )       (41)%        (42,702 )      (1,586 )      (44,288 )
                     $  459,461     $ 567,221     $  (107,760 )       (19)%     $ (166,953 )   $  59,193     $ (107,760 )





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The table below presents our production volumes by region.


                         Three Months Ended
                             March 31,
Production Volumes        2020          2019
Oil (Bbls per day)
Permian Basin            79,606        64,969
Mid-Continent             9,941        14,224
Other                       244           222
                         89,791        79,415
Gas (MMcf per day)
Permian Basin             449.0         340.6
Mid-Continent             244.1         297.2
Other                       1.2           1.3
                          694.3         639.1
NGL (Bbls per day)
Permian Basin            48,932        46,273
Mid-Continent            22,110        26,630
Other                        57            53
                         71,099        72,956
Total (BOE per day)
Permian Basin           203,378       168,008
Mid-Continent            72,735        90,386
Other                       498           488
                        276,611       258,882






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The table below presents our production volumes by commodity, our average
realized commodity prices, and certain major U.S. index prices. The sale of our
Permian Basin oil production is typically tied to the WTI Midland benchmark
price and the sale of our Mid-Continent oil production is typically tied to the
WTI Cushing benchmark price. During the three months ended March 31, 2020,
approximately 89% of our oil production was in the Permian Basin, up from
approximately 82% during the three months ended March 31, 2019. Our realized
prices do not include settlements of commodity derivative contracts.
                                                                                     Variance
                                                            Three Months Ended       Between
                                                                 March 31,            2020 /
                                                             2020          2019        2019
Oil
Total volume - MBbls                                         8,171         7,147       14%
Total volume - MBbls per day                                  89.8          79.4       13%
Percentage of total production                                  32 %          31 %
Average realized price - per barrel                      $   44.18      $  48.87      (10)%
Average WTI Midland price - per barrel                   $   47.05      $  50.97       (8)%
Average WTI Cushing price - per barrel                   $   46.17      $  54.90      (16)%

Gas
Total volume - MMcf                                         63,183        57,516       10%
Total volume - MMcf per day                                  694.3         639.1        9%
Percentage of total production                                  42 %          41 %
Average realized price - per Mcf                         $    0.55      $   1.91      (71)%
Average Henry Hub price - per Mcf                        $    1.95      $   3.15      (38)%

NGL
Total volume - MBbls                                         6,470         6,566       (1)%
Total volume - MBbls per day                                  71.1          73.0       (3)%
Percentage of total production                                  26 %          28 %
Average realized price - per barrel                      $    9.84      $  16.44      (40)%

Total
Total production - MBOE                                     25,172        23,299        8%
Total production - MBOE per day                              276.6         258.9        7%
Average realized price - per BOE                         $   18.25      $  24.34      (25)%






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Other revenues

We transport, process, and market some third-party gas that is associated with
our equity gas. We market and sell gas for other working interest owners under
short-term agreements and may earn a fee for such services. The table below
reflects revenues from third-party gas gathering and processing and our net
marketing margin for marketing third-party gas.

                                                           Three Months 

Ended Variance


                                                               March 31,           Between 2020 /
Gas Gathering and Marketing Revenues (in thousands)        2020          2019           2019
Gas gathering and other                                 $  13,583     $ 10,262     $       3,321
Gas marketing                                           $    (214 )   $   (526 )   $         312



Fluctuations in revenues from gas gathering and gas marketing activities are a
function of increases and decreases in volumes, commodity prices, and gathering
rate charges.

Operating Costs and Expenses

Costs associated with producing oil and gas are substantial. Among other
factors, some of these costs vary with commodity prices, some trend with the
volume of production, some are a function of the number of wells we own, some
depend on the prices charged by service companies, and some fluctuate based on a
combination of the foregoing.

Total operating costs and expenses for the three months ended March 31, 2020
were higher by 137%, or $725.6 million, compared to the three months ended
March 31, 2019. The primary reasons for the increase were: (i) the $714.4
million impairment of goodwill incurred during the three months ended March 31,
2020 and (ii) the $333.7 million ceiling test impairment incurred during the
three months ended March 31, 2020, partially offset by (iii) the $342.4 million
increase in net gains on derivative instruments.
                                          Three Months Ended
                                               March 31,                                       Per BOE
Operating Costs and Expenses                                        Variance Between
(in thousands, except per BOE)            2020           2019          2020 / 2019        2020        2019
Impairment of oil and gas
properties                            $   333,651     $       -     $    333,651            N/A         N/A
Depreciation, depletion, and
amortization                              215,086       190,417           24,669        $  8.54     $  8.17
Asset retirement obligation                 4,724         2,049            2,675        $  0.19     $  0.09
Impairment of goodwill                    714,447             -          714,447            N/A         N/A
Production (1)                             87,236        78,404            8,832        $  3.47     $  3.37
Transportation, processing, and
other operating (1)                        54,922        59,575           (4,653 )      $  2.18     $  2.56
Gas gathering and other (1)                 8,298         5,182            3,116        $  0.33     $  0.22
Taxes other than income                    30,961        33,694           (2,733 )      $  1.23     $  1.45
General and administrative                 25,509        29,084           (3,575 )      $  1.01     $  1.25
Stock compensation                          6,394         6,713             (319 )      $  0.25     $  0.29
(Gain) loss on derivative
instruments, net                         (226,940 )     115,452         (342,392 )          N/A         N/A
Other operating expense, net                  251         8,326           (8,075 )          N/A         N/A
                                      $ 1,254,539     $ 528,896     $    725,643

________________________________________

(1) In order to conform with the 2020 presentation, the 2019 amount presented

reflects the reclassification of certain "Gas gathering and other" expenses

to "Transportation, processing, and other operating" expenses and

"Production" expense. These reclassifications were made to reflect an

allocation of the costs incurred to operate our gas gathering facilities as a

cost to transport our equity share of gas produced and operate our wells. See


    Note 1 to the Condensed Consolidated Financial Statements for further
    information regarding these prior year reclassifications.






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Impairment of Oil and Gas Properties



We use the full cost method of accounting for our oil and gas operations. Under
this method, we are required to perform quarterly ceiling test calculations to
test our oil and gas properties for possible impairment. If the net capitalized
cost of our oil and gas properties, as adjusted for income taxes, exceeds the
ceiling limitation, the excess is charged to expense.  The ceiling limitation is
equal to the sum of: (i) the present value discounted at 10% of estimated future
net revenues from proved reserves, (ii) the cost of properties not being
amortized, and (iii) the lower of cost or estimated fair value of unproven
properties included in the costs being amortized, as adjusted for income
taxes. We currently do not have any unproven properties that are being
amortized. Estimated future net revenues are determined based on trailing
twelve-month average commodity prices and estimated proved reserve quantities,
operating costs, and capital expenditures.

The quarterly ceiling test is primarily impacted by commodity prices, changes in
estimated reserve quantities, reserves produced, overall exploration and
development costs, depletion expense, and deferred taxes. If pricing conditions
decline, or if there is a negative impact on one or more of the other components
of the calculation, we may incur a full cost ceiling test impairment. The
calculated ceiling limitation is not intended to be indicative of the fair
market value of our proved reserves or future results. Impairment charges do not
affect cash flow from operating activities, but do adversely affect our net
income and various components of our balance sheet. Any impairment of oil and
gas properties is not reversible at a later date.

At March 31, 2020, we recognized a ceiling test impairment of $333.7
million. The impairment resulted primarily from the impact of decreases in the
12-month average trailing prices for oil, gas, and NGLs as well as significant
basis differentials utilized in determining the estimated future net cash flows
from proved reserves. Due to declines in oil prices subsequent to March 31,
2020, we expect to incur another ceiling test impairment at June 30, 2020, and
may recognize additional ceiling test impairments in future quarters.

Depreciation, Depletion, and Amortization



Depletion of our producing properties is computed using the units-of-production
method. The economic life of each producing well depends upon the estimated
proved reserves for that well, which in turn depend upon the assumed realized
sales price for future production. Therefore, fluctuations in oil and gas prices
will impact the level of proved reserves used in the calculation. Higher prices
generally have the effect of increasing reserves, which reduces depletion
expense. Conversely, lower prices generally have the effect of decreasing
reserves, which increases depletion expense. The cost of replacing production
also impacts our depletion expense. In addition, changes in estimates of reserve
quantities, estimates of operating and future development costs,
reclassifications of properties from unproved to proved, and impairments of oil
and gas properties will also impact depletion expense. Our depletion expense
increased during the three months ended March 31, 2020 as compared to the three
months ended March 31, 2019 due to a decrease in our oil and gas reserves, as a
result of the decrease in prices, and due to our increased production. Partially
offsetting these increases is a decrease in depletion resulting from a lower
depletable basis, primarily caused by a ceiling test impairment of $618.7
million recorded at December 31, 2019 and a decrease in our estimated future
development costs.




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Fixed assets consist primarily of gathering and plant facilities, vehicles,
airplanes, office furniture, and computer equipment and software. These items
are recorded at cost and are depreciated to depreciation expense on the
straight-line method based on expected lives of the individual assets, which
range from 3 to 30 years. Also included in our depreciation expense is the
depreciation of our finance lease gathering system right-of-use asset. The
increase in depreciation expense during the three months ended March 31, 2020 as
compared to the three months ended March 31, 2019 is primarily due to increased
depreciation on our gathering and plant facilities due to ongoing expenditures
on this infrastructure. Depreciation, depletion, and amortization ("DD&A")
consisted of the following for the periods indicated:

                                         Three Months Ended
                                             March 31,               Variance             Per BOE
DD&A Expense (in thousands, except                                   Between
per BOE)                                 2020          2019        2020 / 2019       2020        2019
Depletion                            $  198,126     $ 174,712     $     23,414     $  7.87     $  7.50
Depreciation                             16,960        15,705            1,255        0.67        0.67
                                     $  215,086     $ 190,417     $     24,669     $  8.54     $  8.17

Impairment of Goodwill

We concluded that goodwill was impaired at March 31, 2020 and expensed the entire balance of $714.4 million. See Note 1 to the Condensed Consolidated Financial Statements for additional information regarding the impairment of goodwill.

Production



Production expense generally consists of costs for labor, equipment,
maintenance, saltwater disposal, compression, power, treating, and miscellaneous
other costs (lease operating expense). Production expense also includes well
workover activity necessary to maintain production from existing wells.
Production expense consisted of lease operating expense and workover expense as
follows:
                                         Three Months Ended
                                              March 31,                                        Per BOE
Production Expense (in thousands,                                   Variance Between
except per BOE)                          2020           2019          2020 / 2019         2020        2019
Lease operating expense              $    74,469     $  63,579     $        10,890      $  2.96     $  2.74
Workover expense                          12,767        14,825              (2,058 )       0.51        0.63
                                     $    87,236     $  78,404     $         8,832      $  3.47     $  3.37



Lease operating expense in the first quarter of 2020 increased 17%, or $10.9
million, compared to the first quarter of 2019. The increase has primarily
stemmed from the Resolute acquisition and the addition of new wells as a result
of our ongoing exploration and development activities. Saltwater disposal and
electricity/fuel have been the primary drivers of increased expense in 2020 as
compared to 2019. These increases were partially offset by a decrease in
post-completion equipment rentals due to a decrease in drilling.

Workover expense in the first quarter of 2020 decreased 14%, or $2.1 million,
compared to the first quarter of 2019. We had fewer workover projects during the
first quarter of 2020 as compared to the first quarter of 2019. In the first
quarter of 2020, routine well work, surface equipment maintenance and repair,
and saltwater disposal maintenance and repair expense were lower than during the
first quarter of 2019. Partially offsetting these decreases was an increase in
major well work expense.




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Transportation, Processing, and Other Operating



Transportation, processing, and other operating costs principally consist of
expenditures to prepare and transport production from the wellhead, including
gathering, fuel, compression, and processing costs. Costs vary by region and
will fluctuate with increases or decreases in production volumes, contractual
fees, changes in fuel and compression costs, and the structure of sales
contracts. If the sales contract transfers control of the product at the
wellhead, transportation and processing costs are included as a reduction in the
revenue we record and are not included in transportation, processing, and other
operating costs. Transportation, processing, and other operating costs in the
first quarter of 2020 were 8%, or $4.7 million, lower than the same costs in the
first quarter of 2019. The decrease in expense in 2020 is primarily a result of
decreased gas and NGL prices, which lowered fuel and processing costs.

Gas Gathering and Other



Gas gathering and other includes costs associated with operating our gas
gathering and processing infrastructure, including product costs and operating
and maintenance expenses. A portion of these costs are reclassified to
"Transportation, processing, and other operating" expense and "Production"
expense in order to reflect an allocation of the costs incurred to operate our
gas gathering facilities as a cost of transporting our equity share of gas
produced and operating our wells. Gas gathering and other in the three months
ended March 31, 2020 was 60%, or $3.1 million, higher than gas gathering and
other in the three months ended March 31, 2019.

Taxes Other than Income



Taxes other than income consist of production (or severance) taxes, ad valorem
taxes, and other taxes. State and local taxing authorities assess these taxes,
with production taxes being based on the volume or value of production and ad
valorem taxes being based on the value of properties.

                                                         Three Months Ended
                                                             March 31,            Variance Between
Taxes Other than Income (in thousands)                   2020          2019          2020 / 2019
Production                                           $   21,587     $  27,091     $     (5,504 )
Ad valorem                                                9,219         6,441            2,778
Other                                                       155           162               (7 )
                                                     $   30,961     $  33,694     $     (2,733 )

Taxes other than income as a percentage of
production revenue                                          6.7 %         5.9 %



Taxes other than income decreased $2.7 million, or 8%, in the first quarter of
2020 as compared to the first quarter of 2019. Production taxes make up the
majority of our taxes other than income and they decreased primarily due to
decreased revenues. This decrease was partially offset by a decrease in refunds,
which are generally for high-cost gas wells in Texas, in the first quarter of
2020 as compared to the first quarter of 2019. Ad valorem taxes increased during
the three months ended March 31, 2020 as compared to the three months ended
March 31, 2019, with accruals being based on the most recent actual taxes paid
with adjustments made based on expected valuations. Estimates of ad valorem
taxes are adjusted as better information, including actual valuations, is
received. Other taxes other than income are comprised of franchise and consumer
use and sales taxes.




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General and Administrative

General and administrative ("G&A") expense consists primarily of salaries and
related benefits, office rent, legal and consulting fees, systems costs, and
other administrative costs incurred. Our G&A expense is reported net of amounts
reimbursed to us by working interest owners of the oil and gas properties we
operate and net of amounts capitalized pursuant to the full cost method of
accounting. The amount of expense capitalized varies and depends on whether the
cost incurred can be directly identified with acquisition, exploration, and
development activities. The percentage of gross G&A capitalized ranged from 40%
to 41% during the periods presented in the table below, which shows our G&A
costs.
                                                         Three Months Ended
                                                             March 31,            Variance Between
General and Administrative Expense (in thousands)        2020          2019          2020 / 2019
Gross G&A                                            $   42,801     $  49,236     $     (6,435 )
Less amounts capitalized to oil and gas properties      (17,292 )     (20,152 )          2,860
G&A expense                                          $   25,509     $  29,084     $     (3,575 )



G&A expense for the first quarter of 2020 was 12%, or $3.6 million, lower than
G&A expense for the first quarter of 2019. G&A expense for the first quarter of
2020 was lower than that for the first quarter of 2019 primarily due to
decreased annual bonus accrual expense and profit sharing accrual expense as
annual bonuses and profit sharing are currently not anticipated to be paid for
2020. Additionally, salaries and wages expense decreased. These decreases were
partially offset by an increase in severance expense. In January and March 2020,
we offered employees who met certain eligibility criteria the opportunity to
participate in a voluntary early retirement incentive program. As a result of
this program, we recognized severance expense of $11.0 million during the first
quarter of 2020. We expect to recognize a total of $17.0 million in severance
expense, including the $11.0 million already recognized, for this program, the
majority of which will be recognized during the first half of 2020, with all of
the expense being recognized by January 2021. Partially offsetting this increase
in severance expense was a decrease of $2.5 million for severance expense
recognized in the first quarter of 2019 for Resolute employees.

In response to current low oil prices, we have taken steps to reduce our capital
investment plans, including releasing all but one drilling rig by mid-May and
deferring completion activity. As a result of expected decreases in acquisition,
exploration, and development activities, the percentage of gross G&A capitalized
in future quarters is expected to decrease.

Stock Compensation



Stock compensation expense consists of non-cash charges resulting from the
amortization of the cost of restricted stock and stock option awards, net of
amounts capitalized to oil and gas properties. We have recognized stock-based
compensation cost as follows:
                                                         Three Months Ended
                                                              March 31,            Variance Between
Stock Compensation Expense (in thousands)                2020           2019          2020 / 2019
Restricted stock awards:
Performance stock awards                             $    4,060      $   5,394     $     (1,334 )
Service-based stock awards                                7,377          7,231              146
                                                         11,437         12,625           (1,188 )
Stock option awards                                         498            622             (124 )
Total stock compensation cost                            11,935         13,247           (1,312 )
Less amounts capitalized to oil and gas properties       (5,541 )       (6,534 )            993
Stock compensation expense                           $    6,394      $   6,713     $       (319 )






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Periodic stock compensation expense will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, employee forfeitures, and the timing of the awards.

(Gain) Loss on Derivative Instruments, Net

The following table presents the components of "(Gain) loss on derivative instruments, net" for the periods indicated. See Note 3 to the Condensed Consolidated Financial Statements for additional information regarding our derivative instruments.


                                                         Three Months Ended
                                                             March 31,
(Gain) Loss on Derivative Instruments, Net (in                                    Variance Between
thousands)                                               2020          2019         2020 / 2019
Decrease (increase) in fair value of derivative
instruments, net:
Gas contracts                                        $   12,493     $  (9,846 )   $     22,339
Oil contracts                                          (196,319 )     116,247         (312,566 )
                                                       (183,826 )     106,401         (290,227 )
Cash (receipts) payments on derivative
instruments, net:
Gas contracts                                           (11,719 )       3,764          (15,483 )
Oil contracts                                           (31,395 )       5,287          (36,682 )
                                                        (43,114 )       9,051          (52,165 )
(Gain) loss on derivative instruments, net           $ (226,940 )   $ 115,452     $   (342,392 )



Other Operating Expense, Net

Other operating expense, net during the three months ended March 31, 2019 included $8.3 million in acquisition-related costs incurred to effect the Resolute acquisition. These costs consisted primarily of advisory and legal fees.



Other Income and Expense
                                                         Three Months Ended
                                                             March 31,            Variance Between
Other Income and Expense (in thousands)                  2020          2019          2020 / 2019
Interest expense                                     $   23,181     $  20,405     $      2,776
Capitalized interest                                    (13,182 )      (8,742 )         (4,440 )
Loss on early extinguishment of debt                          -         4,250           (4,250 )
Other, net                                                 (871 )      (2,241 )          1,370
                                                     $    9,128     $  13,672     $     (4,544 )



The majority of our interest expense relates to interest on our senior unsecured
notes. Also included in interest expense is interest expense on our Credit
Facility borrowings, the amortization of debt issuance costs and discounts, and
miscellaneous interest expense. See LIQUIDITY AND CAPITAL RESOURCES Long-term
Debt below for further information regarding our debt. The increase in interest
expense during the three months ended March 31, 2020 as compared to the three
months ended March 31, 2019 is primarily due to the March 8, 2019 issuance of
$500 million aggregate principal amount of 4.375% senior unsecured notes due
March 15, 2029 at 99.862% of par to yield 4.392% per annum. Partially offsetting
this increase is a decrease in interest expense on borrowings on our Credit
Facility due to increased borrowings during the three months ended March 31,
2019 in connection with the Resolute acquisition. The $4.3 million loss on early
extinguishment of debt incurred during the three months ended March 31, 2019 was
associated with the $600 million of 8.5% senior notes we acquired with Resolute
and elected to immediately repay. The maturity date of the Resolute notes was
May 1, 2020.




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We capitalize interest on non-producing leasehold costs, the in-progress costs
of drilling and completing wells, and constructing midstream and water facility
assets. Capitalized interest will fluctuate based primarily on the amount of
costs subject to interest capitalization and based on the rates applicable to
borrowings outstanding during the period. The amount of interest capitalized was
higher for the three months ended March 31, 2020 than it was for the three
months ended March 31, 2019 due to an increase in costs subject to interest
capitalization primarily as a result of the non-producing leasehold acquired in
the Resolute acquisition. These costs were subject to a full quarter of
capitalization during the three months ended March 31, 2020 as compared to one
month of capitalization during the three months ended March 31, 2019.

Components of "Other, net" consist of miscellaneous income and expense items
that vary from period to period, including interest income, gain or loss related
to the sale or value of oil and gas well equipment and supplies, gain or loss on
miscellaneous asset sales, and income and expense associated with other
non-operating activities.

Income Tax (Benefit) Expense

The components of our provision for income taxes and our combined federal and state effective income tax rates were as follows:


                                                           Three Months 

Ended


                                                               March 31,            Variance Between
Income Tax (Benefit) Expense (in thousands)                2020          2019          2020 / 2019
Current tax benefit                                    $     (198 )   $       -     $       (198 )
Deferred tax (benefit) expense                            (16,357 )       

8,073 (24,430 )

$  (16,555 )   $   

8,073 $ (24,628 )

Combined federal and state effective income tax rate 2.1 % 23.5 %





Our combined federal and state effective income tax rates differ from the U.S.
federal statutory rate of 21% primarily due to state income taxes and
non-deductible expenses. The combined federal and state effective income tax
rate for the three months ended March 31, 2020 is impacted by the tax effects of
the impairment of the non-deductible goodwill recorded as a discrete item during
the quarter. As such, we believe our effective tax rate will be higher in
subsequent periods. In addition, if future ceiling test impairments cause our
deferred tax balance to change from a net deferred tax liability to a net
deferred tax asset, we may be required to establish a valuation allowance
against the net deferred tax asset at that time. See Note 9 to the Condensed
Consolidated Financial Statements for additional information regarding our
income taxes.

LIQUIDITY AND CAPITAL RESOURCES

Overview



We strive to maintain an adequate liquidity level to address volatility and
risk. Sources of liquidity include our cash flow from operations, cash on hand,
available borrowing capacity under our revolving credit facility, proceeds from
sales of non-strategic assets, and, from time to time, public financings based
on our monitoring of capital markets and our balance sheet.

Our liquidity is highly dependent on prices we receive for the oil, gas, and
NGLs we produce. Prices we receive are determined by prevailing market
conditions and greatly influence our revenue, cash flow, profitability, access
to capital, and future rate of growth. See RESULTS OF OPERATIONS Revenues above
for further information regarding the impact realized prices have had on our
earnings. Low oil prices will lead to lower production revenues and could lead
to payment being required where we fail to deliver oil, gas, and NGLs to meet
minimum volume commitments.

We address volatility in commodity prices primarily by maintaining flexibility in our capital investment program. We have a balanced and abundant drilling inventory and limited long-term commitments, which enables us


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to respond quickly to industry volatility. In response to the commodity price
collapse, driven by demand loss resulting from the COVID-19 pandemic and rapidly
filling inventories, we have substantially reduced our expected 2020 exploration
and development ("E&D") investments. We expect an approximate 55-60% reduction
in our 2020 total capital investment program from the original projection of
$1.25-$1.35 billion. See Capital Expenditures below for information regarding
our E&D activities for the three months ended March 31, 2020 and 2019.

We periodically use derivative instruments to mitigate volatility in commodity
prices. At March 31, 2020, we had derivative contracts covering a portion of our
2020 - 2021 production. Depending on changes in oil and gas futures markets and
management's view of underlying supply and demand trends, we may increase or
decrease our derivative positions from current levels. See Note 3 to the
Condensed Consolidated Financial Statements for information regarding our
derivative instruments.

Cash and cash equivalents at March 31, 2020 were $88.7 million. At March 31,
2020, our long-term debt consisted of $2.0 billion of senior unsecured notes,
with $750 million 4.375% notes due in 2024, $750 million 3.90% notes due in
2027, and $500 million 4.375% notes due in 2029. At March 31, 2020, we had no
borrowings and $2.5 million in letters of credit outstanding under our credit
facility, leaving an unused borrowing availability of $1.248 billion. See
Long-term Debt below for more information regarding our debt.

Our debt to total capitalization ratio at March 31, 2020 was 43%, up from 37% at
December 31, 2019. This ratio is calculated by dividing the sum of (i) the
principal amount of long-term debt and (ii) redeemable preferred stock by the
sum of (i) the principal amount of long-term debt, (ii) redeemable preferred
stock, and (iii) total stockholders' equity, with all numbers coming directly
from the Condensed Consolidated Balance Sheet. Management uses this ratio as one
indicator of our financial condition and believes professional research analysts
and rating agencies use this ratio for this purpose and to compare our financial
condition to other companies' financial conditions.

We may, from time to time, seek to repurchase our outstanding preferred stock
through cash repurchases and/or exchanges for equity securities, privately
negotiated transactions, or otherwise. Such activities, if any, will depend on
prevailing market conditions, our liquidity requirements, contractual
restrictions, and other factors.

We expect our operating cash flow and other capital resources to be adequate to
meet our needs for planned capital expenditures, working capital, debt service,
and dividends declared for the next twelve months.

Analysis of Cash Flow Changes

The following table presents the totals of the major cash flow classification categories from our Condensed Consolidated Statements of Cash Flows for the periods indicated.


                                                Three Months Ended
                                                     March 31,
(in thousands)                                  2020           2019

Net cash provided by operating activities $ 308,791 $ 250,091 Net cash used by investing activities $ (291,484 ) $ (629,811 ) Net cash used by financing activities $ (23,323 ) $ (400,016 )





Net cash provided by operating activities for the three months ended March 31,
2020 was $308.8 million, up $58.7 million, or 23%, from $250.1 million for the
three months ended March 31, 2019. The $58.7 million increase resulted primarily
from a decreased investment in working capital, primarily due to the repayments
of liabilities assumed from Resolute made in the three months ended March 31,
2019, and increased cash inflows for settlements of derivative instruments in
the three months ended March 31, 2020 as compared to the three months ended
March 31, 2019. These increases in operating cash inflows were partially offset
by a decrease in revenues in the three months ended March 31, 2020 as compared
to the three months ended March 31, 2019 due to declines in prices outweighing
increases in production. See RESULTS OF OPERATIONS above for more information
regarding the changes in revenue.




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Net cash used by investing activities for the three months ended March 31, 2020
and 2019 was $291.5 million and $629.8 million, respectively. The majority of
our cash flows used by investing activities are for oil and gas capital
expenditures, which totaled $266.1 million and $332.7 million for the three
months ended March 31, 2020 and 2019, respectively. Net cash used by investing
activities in the three months ended March 31, 2019 included the $325.7 million
cash portion of the consideration paid for the Resolute acquisition, net of the
$41.2 million in cash acquired with Resolute. The remaining investing cash
outflows are primarily for midstream asset expenditures. Included in net cash
used by investing activities are the proceeds of miscellaneous asset sales,
including non-strategic oil and gas properties.

Net cash used by financing activities was $23.3 million and $400.0 million
during the three months ended March 31, 2020 and 2019, respectively. During the
three months ended March 31, 2019, we issued $500 million aggregate principal
amount of 4.375% senior unsecured notes due March 15, 2029 at 99.862% of par for
proceeds of $499.3 million, paying $3.7 million in underwriting fees and
financing costs. Additionally, we borrowed and repaid an aggregate of $683.0
million on our credit facility during the three months ended March 31, 2019 to
assist in funding the Resolute acquisition. In connection with the acquisition
of Resolute, we assumed $870.0 million in principal amount of long-term debt
that we immediately repaid, incurring a redemption fee of $4.3 million. During
the three months ended March 31, 2019, we amended our credit facility, paying
$2.9 million in financing costs. We borrowed and repaid an aggregate of $101.0
million on our credit facility during the three months ended March 31, 2020 to
meet cash requirements as needed. Net cash used by financing activities during
both periods included: (i) the payment of dividends, (ii) the payment of income
tax withholdings made on behalf of our employees upon the net settlement of
employee stock awards, and (iii) finance lease payments. During the three months
ended March 31, 2020, we paid one $0.20 per common share dividend and one
$20.3125 per preferred share dividend, totaling $21.6 million. During the three
months ended March 31, 2019, we paid one $0.18 per common share dividend
totaling $17.2 million. Future dividend payments will depend on our level of
earnings, financial requirements, and other factors considered relevant by our
Board of Directors.

Capital Expenditures

The following table presents capitalized expenditures for oil and gas
acquisition, exploration, and development activities. The table also presents
the amounts, net of applicable purchase price adjustments, removed from our oil
and gas properties balance due to property sales.
                                   Three Months Ended
                                        March 31,
(in thousands)                    2020           2019
Acquisitions:
Proved                         $   7,250     $   692,600
Unproved                               -       1,050,782
                                   7,250       1,743,382
Exploration and development:
Land and seismic                  13,924           9,527
Exploration and development      234,728         358,491
                                 248,652         368,018
Property sales:
Proved                                 -           4,030
Unproved                            (830 )        (3,501 )
                                    (830 )           529
                               $ 255,072     $ 2,111,929

Amounts in the table above are presented on an accrual basis. The Condensed Consolidated Statements of Cash Flows reflect activities on a cash basis, when payments are made and proceeds received.


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On March 1, 2019, we completed the acquisition of Resolute Energy Corporation,
an independent oil and gas company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin area of the Permian
Basin of west Texas. The fair value of the proved and unproved properties
recorded in the preliminary purchase price allocation for this acquisition as of
March 31, 2019 was $692.6 million and $1.05 billion, respectively, as included
in the table above.

Our 2020 E&D capital investment was originally projected to range from
$1.25-$1.35 billion, with the majority expected to be invested in the Permian
Basin. In response to the commodity price collapse, driven by demand loss
resulting from the COVID-19 pandemic and rapidly filling inventories, we have
substantially reduced our expected 2020 E&D investments. We expect total 2020
capital investment to be from $500-$600 million, an approximate 55-60% reduction
from our original 2020 projection. As has been our historical practice, we
regularly review our capital expenditures throughout the year and will adjust
our investments based on increases or decreases in commodity prices, service
costs, and drilling success. We have the flexibility to adjust our capital
expenditures based upon market conditions.

We intend to continue to fund our 2020 capital investment program with cash flow
from our operating activities, cash on hand, and borrowings under our credit
facility. Sales of non-strategic assets and possible capital markets
transactions may also be used to supplement funding of capital expenditures and
acquisitions. The timing of capital expenditures and the receipt of cash flows
do not necessarily match, which may cause us to borrow and repay funds under our
credit facility from time to time. See Long-term Debt-Bank Debt below for
further information regarding our credit facility.

The following table reflects wells completed by region during the periods
indicated.
                     Three Months Ended
                         March 31,
                        2020           2019
Gross wells
Permian Basin          35                12
Mid-Continent          19                26
                       54                38
Net wells
Permian Basin        19.8               5.0
Mid-Continent         0.3               2.9
                     20.1               7.9



As of March 31, 2020, we had 8 gross (4.9 net) wells in the process of being
drilled: 7 gross (4.9 net) in the Permian Basin and 1 gross (less than 1 net) in
the Mid-Continent region. As of March 31, 2020, we had 98 gross (35.1 net) wells
waiting on completion: 51 gross (33.0 net) in the Permian Basin and 47 gross
(2.1 net) in the Mid-Continent region. As of March 31, 2020, we had 8 operated
rigs running, all in the Permian Basin. By mid-May 2020, we expect to have
released all but one rig and have delayed completion activities due to current
economic conditions. We maintain flexibility to adjust our activity as
conditions change.

We have made, and will continue to make, expenditures to comply with
environmental and safety regulations and requirements. These costs are
considered a normal recurring cost of our ongoing operations. While we expect
current pending legislation or regulations to increase the cost of business, we
do not anticipate that we will be required to expend amounts that will have a
material adverse effect on our financial position or operations, nor are we
aware of any pending regulatory changes that would have a material impact, based
on current laws and regulations. However, compliance with new legislation or
regulations could increase our costs or adversely affect demand for oil or gas
and result in a material adverse effect on our financial position or operations.
See our Form 10-K for the year ended December 31, 2019, Item 1A Risk Factors,
and Part II, Item 1A, Risk Factors, of this Form 10-Q for a description of risks
related to current and potential future environmental and safety regulations and
requirements that could adversely affect our operations and financial condition.



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Long-term Debt

Long-term debt at March 31, 2020 and December 31, 2019 consisted of the
following:
                                   March 31, 2020                                       December 31, 2019
                                  Unamortized Debt                                      Unamortized Debt
                                   Issuance Costs        Long-term                       Issuance Costs        Long-term
(in thousands)     Principal      and Discounts (1)      Debt, net       Principal      and Discounts (1)      Debt, net
4.375% Notes
due 2024         $   750,000     $          (3,316 )   $   746,684     $   750,000     $          (3,535 )   $   746,465
3.90% Notes
due 2027             750,000                (6,105 )       743,895         750,000                (6,289 )       743,711
4.375% Notes
due 2029             500,000                (4,821 )       495,179         500,000                (4,930 )       495,070
                 $ 2,000,000     $         (14,242 )   $ 1,985,758     $ 2,000,000     $         (14,754 )   $ 1,985,246

________________________________________

(1) The 4.375% Notes due 2024 were issued at par, therefore, the amounts shown in

the table are for unamortized debt issuance costs only. At March 31, 2020,

the unamortized debt issuance costs and discount related to the 3.90% Notes

due 2027 were $4.7 million and $1.4 million, respectively. At March 31, 2020,

the unamortized debt issuance costs and discount related to the 4.375% Notes

due 2029 were $4.2 million and $0.6 million, respectively. At December 31,

2019, the unamortized debt issuance costs and discount related to the 3.90%

Notes due 2027 were $4.8 million and $1.5 million, respectively. At

December 31, 2019, the unamortized debt issuance costs and discount related


    to the 4.375% Notes due 2029 were $4.3 million and $0.6 million,
    respectively.



Bank Debt

On February 5, 2019, we entered into an Amended and Restated Credit Agreement
for our senior unsecured revolving credit facility ("Credit Facility"). The
Credit Facility has aggregate commitments of $1.25 billion with an option for us
to increase the aggregate commitments to $1.5 billion, and matures on
February 5, 2024. There is no borrowing base subject to the discretion of the
lenders based on the value of our proved reserves under the Credit Facility. As
of March 31, 2020, we had no bank borrowings outstanding under the Credit
Facility, but did have letters of credit of $2.5 million outstanding, leaving an
unused borrowing availability of $1.248 billion. During the three months ended
March 31, 2020, we borrowed and repaid an aggregate of $101.0 million on the
Credit Facility to meet cash requirements as needed.

At our option, borrowings under the Credit Facility may bear interest at either
(a) LIBOR (or an alternate rate determined by the administrative agent for the
Credit Facility in accordance with the Credit Facility when LIBOR is no longer
available) plus 1.125 - 2.0% based on the credit rating for our senior unsecured
long-term debt, or (b) a base rate (as defined in the credit agreement) plus
0.125 - 1.0%, based on the credit rating for our senior unsecured long-term
debt. Unused borrowings are subject to a commitment fee of 0.125 - 0.35%, based
on the credit rating for our senior unsecured long-term debt.

The Credit Facility contains representations, warranties, covenants, and events
of default that are customary for investment grade, senior unsecured bank credit
agreements, including a financial covenant for the maintenance of a defined
total debt-to-capital ratio of no greater than 65%. As of March 31, 2020, we
were in compliance with all of the financial covenants. Due to the significant
declines in oil prices subsequent to March 31, 2020, we expect to incur another
ceiling test impairment at June 30, 2020, and may recognize additional ceiling
test impairments in the future, which will negatively impact our debt-to-capital
ratio. At our current debt levels we could incur additional net losses before
income taxes of up to approximately $2.1 billion and remain in compliance with
the 65% debt-to-capital ratio covenant.




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At March 31, 2020 and December 31, 2019, we had $3.9 million and $4.0 million,
respectively, of unamortized debt issuance costs associated with our Credit
Facility, which were recorded as assets and included in "Other assets" on our
Condensed Consolidated Balance Sheets. These costs are being amortized to
interest expense ratably over the life of the Credit Facility.

Senior Notes



On March 8, 2019, we issued $500 million aggregate principal amount of 4.375%
senior unsecured notes due March 15, 2029 at 99.862% of par to yield 4.392% per
annum. We received $494.7 million in net cash proceeds, after deducting
underwriters' fees, discount, and debt issuance costs. The notes bear an annual
interest rate of 4.375% and interest is payable semiannually on March 15 and
September 15, with the first payment made on September 15, 2019. We used the net
proceeds to repay borrowings outstanding under our Credit Facility that were
used to help fund the Resolute acquisition on March 1, 2019. The effective
interest rate on these notes, including the amortization of debt issuance costs
and discount, is 4.50%.

In April 2017, we issued $750 million aggregate principal amount of 3.90% senior
unsecured notes at 99.748% of par to yield 3.93% per annum. These notes are due
May 15, 2027 and interest is payable semiannually on May 15 and November 15. The
effective interest rate on these notes, including the amortization of debt
issuance costs and discount, is 4.01%.

In June 2014, we issued $750 million aggregate principal amount of 4.375% senior
unsecured notes at par. These notes are due June 1, 2024 and interest is payable
semiannually on June 1 and December 1. The effective interest rate on these
notes, including the amortization of debt issuance costs, is 4.50%.

Our senior unsecured notes are governed by indentures containing certain covenants, events of default, and other restrictive provisions with which we were in compliance as of March 31, 2020.

Working Capital Analysis



At March 31, 2020, we had a working capital surplus of $51.5 million, an
increase of $188.6 million or 138% from a working capital deficit of $137.1
million at December 31, 2019. Our working capital increased primarily as a
result of the increase of $192.5 million in our net current asset derivative
position resulting primarily from declines in oil price futures. In addition to
the increase in our net current asset derivative instrument position, other
significant changes to working capital consisted primarily of the following:

• Operations-related accounts payable and accrued liabilities decreased


          by $110.5 million, primarily due to a decrease in revenue payable due
          to declines in prices and a decrease in taxes other than income due to
          ad valorem tax payments made at the beginning of the year and due to
          declines in prices lowering our production taxes payable.



•         Accounts receivable decreased by $118.6 million, primarily due to

declines in prices lowering our oil and gas sales receivable, partially

offset by an increase in trade receivables.





Accounts receivable are a major component of our working capital and include
amounts due from a diverse group of companies comprised of major energy
companies, pipeline companies, local distribution companies, and other
end-users. We conduct credit analyses prior to making any sales to new customers
or increasing credit for existing customers and may require parent company
guarantees, letters of credit, or prepayments when deemed necessary. Pursuant to
the operating agreements we have with the co-owners of our operated properties,
we have the right to realize amounts due to us from the co-owners by netting the
co-owners' production revenues from those properties. We routinely assess the
recoverability of all material accounts receivable and accrue a reserve to the
allowance for doubtful accounts based on our estimation of expected losses over
the life of the receivables. Historically, losses associated with uncollectible
receivables have not been significant. However, most of our accounts receivable
balances are uncollateralized and result from transactions with other companies
in the oil and gas industry. Concentration of customers may impact our overall
credit risk because our customers may be similarly affected by changes in
economic



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or other conditions within the industry, such as those currently impacting the industry as a result of the COVID-19 pandemic and low commodity prices.

Dividends



A quarterly cash dividend has been paid on our common stock every quarter since
the first quarter of 2006. In February 2020, our Board of Directors declared a
cash dividend of $0.22 per common share, totaling $22.5 million, which is
payable on or before June 1, 2020 to stockholders of record on May 15, 2020.
Also in February 2020, our Board of Directors declared a cash dividend of
$20.3125 per preferred share, totaling $1.3 million. The dividend was paid in
April to preferred stockholders of record on April 1, 2020. In May 2020, our
Board of Directors declared a cash dividend of $0.22 per common share, which is
payable on or before September 1, 2020 to stockholders of record on August 14,
2020. Also in May 2020, our Board of Directors declared a cash dividend of
$20.3125 per preferred share, which is payable on July 15, 2020 to stockholders
of record on July 1, 2020. Future dividend payments will depend on our level of
earnings, financial requirements, and other factors considered relevant by our
Board of Directors.
Off-Balance Sheet Arrangements
We may enter into off-balance sheet arrangements and transactions that can give
rise to material off-balance sheet obligations. As of March 31, 2020, our
material off-balance sheet arrangements consisted of operating lease agreements
with lease terms at commencement of 12 months or less. As an accounting policy,
we have elected not to apply the recognition requirements of Topic 842 to these
leases. As such, we have not recorded any lease liabilities associated with
these leases.
Contractual Obligations and Material Commitments

At March 31, 2020, we had the following contractual obligations and material
commitments:
                                                      Payments Due by Period
Contractual
obligations (in                            4/1/20 -       4/1/21 -         4/1/23 -         4/1/25 and
thousands)                   Total         3/31/21        3/31/23          3/31/25          Thereafter
Long-term
debt-principal (1)       $ 2,000,000     $        -     $        -       $  750,000       $   1,250,000
Long-term
debt-interest (1)            563,968         81,868        167,875          151,469             162,756
Operating leases (2)          95,786         22,621         26,799           24,292              22,074
Unconditional purchase
obligations (3)               69,090         11,089         16,085           18,359              23,557
Derivative liabilities        23,007          6,772         16,235                -                   -
Asset retirement
obligation (4)               180,234         22,841              -   (4)          -   (4)             -   (4)
Other long-term
liabilities (5)               40,527          3,529          7,463            3,204              26,331
                         $ 2,972,612     $  148,720     $  234,457       $  947,324       $   1,484,718

________________________________________

(1) The interest payments presented above include the accrued interest payable on

our long-term debt as of March 31, 2020 as well as future payments calculated

using the long-term debt's fixed rates, stated maturity dates, and principal

amounts outstanding as of March 31, 2020. See Note 2 to the Condensed

Consolidated Financial Statements for additional information regarding our

debt.

(2) Operating leases include the estimated remaining contractual payments under

lease agreements as of March 31, 2020. These lease agreements are primarily

comprised of leases for commercial real estate, which consists primarily of

office space, and compressor equipment.

(3) Of the total unconditional purchase obligations, $66.5 million represents

obligations for firm transportation agreements for gas and oil pipeline

capacity.

(4) We have excluded the presentation of the timing of the cash flows associated

with our long-term asset retirement obligations because we cannot make a

reasonably reliable estimate of the future period of cash settlement. The


    long-term asset retirement obligation is included in the total asset
    retirement obligation presented.





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(5) Other long-term liabilities include contractual obligations associated with

our employee supplemental savings plan, gas balancing liabilities, and other

miscellaneous liabilities. All of these liabilities are accrued on our

Condensed Consolidated Balance Sheet. The current portion associated with

these long-term liabilities is also presented in the table above.

The following discusses various commercial commitments that we have made that may include potential future cash payments if we fail to meet various performance obligations. These are not reflected in the table above, unless otherwise noted.



At March 31, 2020, we had estimated commitments of approximately: (i) $239.2
million to finish drilling, completing, or performing other work on wells and
various other infrastructure projects in progress and (ii) $14.4 million to
finish gathering system and water facilities construction in progress.

At March 31, 2020, we had firm sales contracts to deliver approximately
558.5 Bcf of gas over the next 11.3 years. If we do not deliver this gas, our
estimated financial commitment, calculated using April 2020 index prices, would
be approximately $519.6 million. The value of this commitment will fluctuate due
to price volatility and actual volumes delivered. However, we believe no
financial commitment will be due based on our current proved reserves and
production levels and our ability to make market purchases to fulfill these
volumetric obligations.

In connection with gas gathering and processing agreements, we have volume
commitments over the next 8.8 years. If we do not deliver the committed gas or
NGLs, as the case may be, the estimated maximum amount that would be payable
under these commitments, calculated as of March 31, 2020, would be approximately
$691.1 million. With the current commodity price environment we have curtailed
production and may continue to curtail production and further reduce drilling
activity; however, at this time we do not believe any financial commitment
resulting from potential future volume commitment shortfalls will be material.

We have minimum volume delivery commitments associated with agreements to
reimburse connection costs to various pipelines. If we do not deliver this gas,
or oil, as the case may be, the estimated maximum amount that would be payable
under these commitments, calculated as of March 31, 2020, would be approximately
$111.4 million. Of this total, we have accrued a liability of $4.4 million
representing the estimated amount we will have to pay due to insufficient
forecasted volumes at particular connection points. This accrual is reflected in
the table above in Other long-term liabilities. With the current commodity price
environment we have curtailed production and may continue to curtail production
and further reduce drilling activity; however, at this time we do not believe
any financial commitment resulting from potential future minimum volume delivery
commitment shortfalls will be material.

All of the noted commitments were routine and made in the ordinary course of our business.

Taking into account current commodity prices and anticipated levels of production, we believe that our net cash flow generated from operations and our other capital resources will be adequate to meet future obligations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



We consider accounting policies and estimates related to oil and gas reserves,
full cost accounting, and income taxes to be critical accounting policies and
estimates. These are summarized in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Item 7 of our Annual Report on
Form 10-K for the year ended December 31, 2019.




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