The following discussion and analysis should be read in conjunction with our
Unaudited Condensed Consolidated Financial Statements and Notes thereto included
herein and our Consolidated Financial Statements and Notes thereto included in
our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form
10-K"), along with Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Form 10-K. Any terms used but not
defined herein have the same meaning given to them in the Form 10-K.

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

OVERVIEW

Denbury is an independent energy company with operations focused in the Gulf
Coast and Rocky Mountain regions. The Company is differentiated by its focus on
CO2 enhanced oil recovery ("EOR") and the emerging carbon capture, utilization,
and storage ("CCUS") industry, supported by the Company's CO2 EOR technical and
operational expertise and its extensive CO2 pipeline infrastructure. The
utilization of captured industrial-sourced CO2 in EOR significantly reduces the
carbon footprint of the oil that Denbury produces, making the Company's Scope 1
and 2 CO2e emissions negative today. We have set a target, within the decade, to
reach Net Zero for our Scope 1, Scope 2 and those Scope 3 emissions that result
from consumers' use of the oil and natural gas we sell (defined as Category 11
emissions by the Greenhouse Gas Protocol).

Our CO2 EOR oil recovery operations result in associated underground storage of
CO2. This means that Denbury's activities are currently supporting and advancing
the national energy transition through the increasing use of industrially
sourced CO2 in EOR operations, and we are building out a dedicated CCUS platform
for the transportation and permanent storage of captured industrial CO2
emissions at scale. During the three months ended March 31, 2023, approximately
40% of the CO2 utilized in our operated oil and gas operations was
industrial-sourced CO2, compared to 36% of the CO2 utilized during the three
months ended March 31, 2022. Our industrial-sourced CO2 usage in the first
quarter of 2023 equates to an annualized average CO2 usage rate of over 4.6
million metric tons.

Oil Price Impact on Our Business.  Our financial results are significantly
impacted by changes in oil prices, as 97% of our sales volumes are oil. Changes
in oil prices impact all aspects of our business; most notably our cash flows
from operations, revenues, capital allocation and budgeting decisions, and oil
and natural gas reserves volumes. Oil prices have historically been volatile and
can fluctuate significantly over short periods of time for many different
reasons, such as global supply and demand and geopolitical events. Average NYMEX
WTI oil prices were approximately $76 per Bbl during the first quarter of 2023
as compared to $95 per Bbl in the first quarter of 2022.


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Denbury Inc.

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


                                   Operations

The table below outlines selected financial items and sales volumes, along with changes in our realized oil prices, before and after commodity derivative impacts, for our most recent comparative quarterly periods:


                                                                                     Three Months Ended
In thousands, except per-unit
data                                  March 31, 2023           Dec. 31, 2022           Sept. 30, 2022           June 30, 2022           March 31, 2022
Oil, natural gas, and related
product sales                       $       314,489          $      346,578          $       395,223          $      451,970          $       384,911
Receipt (payment) on
settlements of commodity
derivatives                                   2,065                 (38,956)                 (55,780)               (127,959)                 

(93,057)


Oil, natural gas, and related
product sales and commodity
derivative settlements,
combined                            $       316,554          $      307,622          $       339,443          $      324,011          $       291,854

Average daily sales (BOE/d)                  47,655                  46,641                   47,109                  46,561                   46,925

Average net realized oil
prices
Oil price per Bbl - excluding
impact of derivative
settlements                         $         74.87          $        82.54          $         92.77          $       108.81          $         93.17
Oil price per Bbl - including
impact of derivative
settlements                                   75.36                      73.13                    79.49                77.63                    70.43

Average NYMEX oil
differential per Bbl                $         (1.28)         $         0.03          $          0.82          $         0.09          $         (1.37)



As shown in the table above, our oil and natural gas revenues have decreased
since 2022 primarily due to the decrease in oil prices. We received $2.1 million
during the first quarter of 2023 related to the expiration of commodity
derivative contracts. During 2022, the benefit of high oil prices during the
first half of the year was offset in part by the impact of higher cash payments
on our commodity derivative contracts, which contracts were generally put in
place in late 2020 as a requirement under our bank credit facility shortly after
we exited bankruptcy.

First Quarter 2023 Financial Results and Highlights. We recognized net income of
$89.2 million, or $1.66 per diluted common share, during the first quarter of
2023, compared to a net loss of $0.9 million, or $0.02 per diluted common share,
during the first quarter of 2022. Drivers of the comparative operating results
between the first quarter of 2023 and 2022 include the following:

•Oil and natural gas revenues decreased by $70.4 million (18%) during the first
quarter of 2023 due to lower oil prices;
•Commodity derivatives expense decreased by $215.8 million consisting of a
$120.7 million improvement in noncash fair value changes between periods ($21.1
million gain during the first quarter of 2023 compared to a $99.7 million loss
during the first quarter of 2022), and a $95.1 million decrease in cash payments
upon derivative contract settlements ($2.1 million in cash receipts during the
first quarter of 2023 compared to $93.1 million in payments during the first
quarter of 2022);
•Lease operating expenses increased by $11.3 million (10%), primarily due to
higher workover, repair and maintenance, labor, and CO2 purchase costs; and
•Income tax expense increased by $34.8 million, from a benefit of $6.5 million
during the first quarter of 2022 to $28.3 million in expense during the first
quarter of 2023, primarily due to the release in 2022 of a portion of the
valuation allowance on our deferred tax assets.

Cedar Creek Anticline CO2 EOR Development. We allocated 40% of our first quarter
oil & gas development capital to the CCA EOR project, primarily focused on the
construction of four planned CO2 recycle facilities, well conversions, and
drilling the Interlake Pennel CO2 pilot. Commissioning of the initial CO2
recycle facility within the Cedar Hills South field was completed late in the
first quarter of 2023 as planned, and commissioning of the second facility is
expected to be completed during the second quarter of 2023, with the remaining
two recycle facilities currently expected to be complete during the third

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Denbury Inc.

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


                                   Operations

quarter of 2023. We currently expect initial EOR production to commence during the second quarter of 2023, with incremental EOR production reaching 2,000 Bbls/d by the end of 2023 and 7,500 Bbls/d to 12,500 Bbls/d by the end of 2024.



Carbon Capture, Utilization and Storage Activities. We invested $19.7 million of
development capital into CCUS assets during the first quarter of 2023, primarily
for the development of dedicated CO2 sequestration sites, including the drilling
of a stratigraphic test well in our Alabama sequestration site and incremental
seismic and acreage across our sequestration portfolio. We also obtained the
rights to develop a new sequestration site in Wyoming, located directly below
our Greencore CO2 pipeline, with estimated CO2 storage potential of up to 40
million metric tons. In April 2023, we acquired the right to develop a 30,000
acre dedicated CO2 sequestration site in Matagorda County, Texas, approximately
60 miles southwest of the terminus of the Company's Green CO2 pipeline, with
estimated CO2 storage potential of more than 115 million metric tons. On the
transportation and storage side of our CCUS business, we executed two new
agreements with eFuels companies, HIF Global and Monarch Energy Development LLC,
to source and transport up to 2.4 million metric tons of CO2 per year to planned
projects in southeast Texas. To date, we have signed agreements covering the
potential future transportation and storage of up to 22 Mmtpa from the planned
capture of CO2 emissions from existing and proposed industrial plants. On the
sequestration front, we have signed agreements securing the rights to nine
future storage sites which we believe have the potential to store more than 2.1
billion metric tons of CO2.

In addition to our core CCUS development activities, during the first quarter of
2023, we made two investments in carbon capture technology companies including a
$2 million equity investment in Aqualung Carbon Capture AS and a $5 million
equity investment in ION Clean Energy, Inc. In April 2023, based on the
achievement of certain milestones, we invested the remaining $10 million of our
original $20 million commitment in Clean Hydrogen Works, the project development
company of a planned blue hydrogen/ammonia multi-block facility for which we
have signed a definitive agreement for the transportation and storage of CO2 for
the first two blocks of the proposed plant. These investments are included in
"Other assets" in the Unaudited Condensed Consolidated Balance Sheet as of March
31, 2023.

CAPITAL RESOURCES AND LIQUIDITY



Overview. Our cash flows from operations and availability under our senior
secured bank credit facility are our primary sources of capital and liquidity.
Our most significant cash capital outlays relate to our oil and gas development
capital expenditures and CCUS initiatives. During the three months ended March
31, 2023, we generated $88.5 million in cash flow from operations, or $139.6
million before working capital changes, as the first quarter included $51.1 in
cash outflows for working capital items primarily related to annual ad valorem
tax payments and bonus payments. We invested cash of $133.1 million in oil and
gas and CCUS activities during the first quarter of 2023 and financing
activities supplemented our cash flow by $44.6 million, primarily from
borrowings under our bank credit facility. As of March 31, 2023, we had $68.0
million of outstanding borrowings, up from $29.0 million at December 31, 2022,
and $10.1 million of outstanding letters of credit under our $750 million senior
secured bank credit facility, leaving us with $671.9 million of borrowing base
availability. This liquidity is more than adequate to meet our currently planned
operating and capital needs.

2023 Capital Expenditure Plans. We estimate that our total oil and natural gas
development capital expenditures in 2023, excluding acquisitions and capitalized
interest, will be in a range of $350 million to $370 million, and our CCUS
capital expenditures will be in a range of $140 million to $160 million, for a
total of $510 million at the combined midpoints. In addition to the Company's
budgeted capital expenditures, we expect to incur approximately $17 million for
CCUS equity investments and approximately $36 million for plugging and
abandonment costs. During the first quarter of 2023, we incurred $99.8 million
of oil and natural gas development capital expenditures and $19.7 million of
CCUS capital expenditures, or approximately 28% and 13% of our total annual
budget, respectively.

Based on current projections, including estimated production costs, oil price
differentials and other assumptions, we currently anticipate that our 2023 cash
flows from operations, excluding working capital changes, will approximately
meet or exceed our budgeted capital expenditures and planned asset retirement
obligation activities for the year, assuming oil prices of approximately $75 per
Bbl in 2023. Also, at March 31, 2023, we had $671.9 million of availability
under our bank credit facility, which we believe is more than adequate to cover
any near-term liquidity needs.


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Denbury Inc.

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


                                   Operations
Capital Expenditure Summary. For purposes of tracking and comparing our capital
budget to capital expenditure activity, we base those comparisons on when the
capital expenditures are incurred, which is generally different than what is
reported in our cash flow statements which reflects when cash is actually paid.
The information included in the following table reflects our incurred capital
expenditures:
                                                               Three Months Ended
                                                                   March 31,
In thousands                                                   2023           2022
Capital expenditure summary(1)
CCA EOR field expenditures(2)                              $   40,038      $ 17,722
CCA CO2 pipelines                                                 523         2,191
CCA tertiary development                                       40,561        19,913
Non-CCA tertiary and non-tertiary fields                       49,093       

29,363


CO2 sources, other CO2 pipelines and other                      1,563       

730



 Capitalized internal costs(3)                                  8,574       

7,600


Oil and gas development capital expenditures                   99,791       

57,606


CCUS storage sites and related capital expenditures            19,688       

20,949

Oil and gas and CCUS development capital expenditures 119,479

78,555


Capitalized interest                                            1,693       

1,158


Acquisitions of oil and natural gas properties                     35           371

Equity investments(4)                                           7,108             -
Total capital expenditures                                 $  128,315      $ 80,084



(1)Capital expenditures in this summary are presented on an as-incurred basis
(including accruals) and are $0.9 million and $10.0 million lower than the
capital expenditures in the Unaudited Condensed Consolidated Statements of Cash
Flows for the three months ended March 31, 2023 and 2022, respectively, which
are presented on a cash basis.
(2)Includes pre-production CO2 costs associated with the CCA EOR development
project totaling $5.2 million during the first quarter of 2023 and $2.8 million
during the first quarter of 2022.
(3)Includes capitalized internal acquisition, exploration and development costs
and pre-production tertiary startup costs, excluding CCA.
(4)Represents two investments made in carbon capture technology companies during
the first quarter of 2023, including a $2 million equity investment in Aqualung
Carbon Capture AS and a $5 million equity investment in ION Clean Energy, Inc.
The investments are included in "Other assets" in the Unaudited Condensed
Consolidated Balance Sheet as of March 31, 2023.

Supply Chain Issues and Potential Cost Inflation. Worldwide and U.S. supply
chain issues, together with higher commodity prices, power costs, service costs
and tight labor markets in the U.S., increased our costs throughout 2022 and
continue to have ongoing impacts in 2023. Although the inflationary cost
increases and supply chain issues have begun to level off in certain areas, we
still expect additional cost and demand increases in certain categories of
goods, services and wages in our operations during 2023, which could negatively
impact our results of operations and cash flows in future periods. See Results
of Operations - Production Expenses below for further discussion.

Senior Secured Bank Credit Agreement. In September 2020, we entered into a
credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and
other lenders party thereto (as amended, the "Bank Credit Agreement"). The Bank
Credit Agreement is a senior secured revolving credit facility with a maturity
date of May 4, 2027. Under the Bank Credit Agreement, letters of credit are
available in an aggregate amount not to exceed $100 million, and short-term
swingline loans are available in an aggregate amount not to exceed $25 million,
each subject to the available commitments under the Bank Credit Agreement.
Availability under the Bank Credit Agreement is subject to a borrowing base,
which is redetermined semiannually on or around May 1 and November 1 of each
year. As part of our Spring 2023 semiannual borrowing base redetermination, the
borrowing base and lender commitments for our Bank Credit Agreement were
reaffirmed at $750 million, with our next scheduled redetermination around
November 1, 2023. The borrowing base is adjusted at the lenders' discretion and
is based, in

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Denbury Inc.

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


                                   Operations
part, upon external factors over which we have no control. If our outstanding
debt under the Bank Credit Agreement exceeds the then-effective borrowing base,
we would be required to repay the excess amount over a period not to exceed six
months.

On January 20, 2023, we entered into a Third Amendment to the Bank Credit Agreement, targeted at providing us the ability to elect to make interest payments on certain Secured Overnight Financing Rate ("SOFR") loans on a weekly basis.



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

The Bank Credit Agreement contains certain financial performance covenants including the following:



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

For purposes of computing the current ratio per the Bank Credit Agreement,
Consolidated Current Assets exclude the current portion of derivative assets but
include available borrowing capacity under the Bank Credit Agreement, and
Consolidated Current Liabilities exclude the current portion of derivative
liabilities as well as the current portions of long-term indebtedness
outstanding. Under these financial performance covenant calculations, as of
March 31, 2023, our ratio of consolidated total debt to consolidated EBITDAX was
0.11 to 1.0 (with a maximum permitted ratio of 3.5 to 1.0) and our current ratio
was 2.89 to 1.0 (with a required ratio of not less than 1.0 to 1.0). Based upon
our currently forecasted levels of production and costs, hedges in place as of
May 1, 2023, and current oil commodity futures prices, we currently anticipate
continuing to be in compliance with our financial performance covenants during
the foreseeable future.

The above description of our Bank Credit Agreement, including certain referenced
defined terms, is a summary of certain principal terms and conditions contained
in the Bank Credit Agreement and amendments thereto, each of which is filed as
an exhibit to our periodic reports filed with the Securities and Exchange
Commission ("SEC").

Commitments, Obligations and Off-Balance Sheet Arrangements. We incur numerous
contractual commitments in the ordinary course of business including debt
service requirements, operating leases, purchase obligations, and asset
retirement obligations. Our operating leases primarily consist of our office
leases. Our purchase obligations represent future cash commitments primarily for
purchase contracts for CO2 captured from industrial sources, CO2 processing
fees, transportation agreements and well-related costs. Our off-balance sheet
arrangements include obligations for various development and exploratory
expenditures that arise from our normal oil and natural gas or CCUS capital
expenditure program or from other transactions common to our industry, none of
which are recorded on our balance sheet.  During 2022 and 2023, we entered into
storage contracts to secure rights to underground pore space in anticipation of
future CCUS operations. Noncancelable commitments under those contracts total $2
million as of March 31, 2023. In addition, in order to recover our undeveloped
proved reserves, we must also fund the associated future development costs
estimated in our proved reserve reports.

Our commitments, obligations and off-balance sheet arrangements as of December 31, 2022, are detailed in our Form 10-K under Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and Liquidity - Commitments, Obligations and Off-Balance Sheet Arrangements.


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Denbury Inc.

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


                                   Operations

RESULTS OF OPERATIONS

Financial and Operating Results Tables

Certain of our operating results and statistics for the comparative three months ended March 31, 2023 and 2022 are included in the following table:


                                                                     Three 

Months Ended

March 31,
In thousands, except per-share and unit data                        2023    

2022


Financial results
Net income (loss)                                                $  89,199      $     (872)
Net income (loss) per common share - basic                            1.73  

(0.02)


Net income (loss) per common share - diluted                          1.66  

(0.02)


Net cash provided by operating activities                           88,522            90,143
Average daily sales volumes
Bbls/d                                                              46,389          45,466
Mcf/d                                                                7,600           8,753
BOE/d(1)                                                            47,655          46,925
Oil and natural gas sales
Oil sales                                                        $ 312,572      $  381,242
Natural gas sales                                                    1,917           3,669
Total oil and natural gas sales                                  $ 314,489      $  384,911
Commodity derivative contracts(2)
Receipt (payment) on settlements of commodity derivatives        $   2,065      $  (93,057)
Noncash fair value gains (losses) on commodity derivatives          21,058  

(99,662)


Commodity derivatives income (expense)                           $  23,123

$ (192,719) Unit prices - excluding impact of derivative settlements Oil price per Bbl

$   74.87      $    93.17
Natural gas price per Mcf                                             2.80  

4.66

Unit prices - including impact of derivative settlements(2) Oil price per Bbl

$   75.36      $    70.43
Natural gas price per Mcf                                             2.80  

4.66


Oil and natural gas operating expenses
Lease operating expenses                                         $ 129,174      $  117,828
Transportation and marketing expenses                                5,389  

4,645


Production and ad valorem taxes                                     28,263  

30,443

Oil and natural gas operating revenues and expenses per BOE Oil and natural gas revenues

$   73.32      $    91.14
Lease operating expenses                                             30.12  

27.90


Transportation and marketing expenses                                 1.26  

1.10


Production and ad valorem taxes                                       6.59  

7.21


CO2 - revenues and expenses
CO2 sales and transportation fees                                $  10,686      $   13,422
CO2 operating and discovery expenses                                (1,196)         (2,817)
CO2 revenue and expenses, net                                    $   9,490      $   10,605



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



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Denbury Inc.

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


                                   Operations

Sales Volumes

Average daily sales volumes by area for each of the four quarters of 2022 and for the first quarter of 2023 is shown below:


                                                                                     Average Daily Sales Volumes (BOE/d)
                                                        First                                                             Fourth               Third                Second               First
                                                       Quarter                                                           Quarter              Quarter              Quarter              Quarter
Operating Area                                           2023                                                              2022                 2022                 2022                 2022
Tertiary oil sales volumes
Gulf Coast region
Delhi                                                    2,514                                                            2,528                2,557                2,478                2,675
Hastings                                                 4,450                                                            4,198                4,211                4,304                4,430
Heidelberg                                               3,539                                                            3,670                3,571                3,528                3,653
Oyster Bayou                                             3,832                                                            3,417                3,490                3,423                3,745
Tinsley                                                  3,205                                                            2,248                3,133                3,050                3,015
Other(1)                                                 5,585                                                            5,652                5,541                5,422                5,498
Total Gulf Coast region                                 23,125                                                           21,713               22,503               22,205               23,016
Rocky Mountain region
Bell Creek                                               3,808                                                            3,767                3,975                4,122                4,474
Wind River Basin                                         3,872                                                            3,726                3,121                2,703                2,517
Other(2)                                                 2,744                                                            2,824                2,759                2,361                2,229
Total Rocky Mountain region                             10,424                                                           10,317                9,855                9,186                9,220
Total tertiary oil sales volumes                        33,549                                                           32,030               32,358               31,391               32,236
Non-tertiary oil and gas sales volumes
Gulf Coast region
Total Gulf Coast region                                  3,398                                                            3,666                3,727                3,566                3,630
Rocky Mountain region
Cedar Creek Anticline                                    9,316                                                            9,366                9,593               10,224                9,721
Other(3)                                                 1,392                                                            1,579                1,431                1,380                1,338
Total Rocky Mountain region                             10,708                                                           10,945               11,024               11,604               11,059
Total non-tertiary sales volumes                        14,106                                                           14,611               14,751               15,170               14,689

Total sales volumes                                     47,655                                                           46,641               47,109               46,561               46,925



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

Total sales volumes during the first quarter of 2023 averaged 47,655 BOE/d, up
approximately 2% from the fourth quarter of 2022 and the first quarter of 2022.
Compared to fourth quarter of 2022, the increase in sales volumes was primarily
driven by the recovery of production lost due to the late-December 2022 winter
storms, which mostly impacted CCA and Hastings fields, coupled with higher
production at Oyster Bayou and an increase in sales at Tinsley Field, primarily
due to the sale of inventory built in the fourth quarter of 2022 as a result of
the timing of barge loadings. Curtailments stemming from the CO2 development
activities at CCA were just over 500 Bbls/d during the first quarter, up
slightly from the prior year fourth quarter. On a year-over-year basis, the
sales volumes increase compared to sales levels in the first quarter of 2022 was
primarily attributable to enhancements and additional development of the CO2
floods at Soso Rodessa Phase 1 and Wind River Basin.

Our sales volumes during the three months ended March 31, 2023 were 97% oil, consistent with our sales during the comparable prior-year periods.


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Denbury Inc.

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


                                   Operations

Oil and Natural Gas Revenues



Our oil and natural gas revenues during the three months ended March 31, 2023
decreased 18% compared to these revenues for the same period in 2022. The
changes in our oil and natural gas revenues are due to lower realized commodity
prices (excluding any impact of our commodity derivative contracts), as
reflected in the following table:
                                                                              Three Months Ended
                                                                                  March 31,
                                                                                2023 vs. 2022
                                                                     Increase            Percentage Increase
                                                                  (Decrease) in             (Decrease) in
In thousands                                                         Revenues                 Revenues
Change in oil and natural gas revenues due to:
Increase in sales volumes                                        $       5,989                           2  %
Decrease in realized commodity prices                                  (76,411)                        (20) %
Total decrease in oil and natural gas revenues                   $     (70,422)                        (18) %



Excluding any impact of our commodity derivative contracts, our average net realized commodity prices and NYMEX differentials were as follows during each of the three months ended March 31, 2023 and 2022:


                                      Three Months Ended
                                           March 31,
                                       2023            2022
Average net realized prices
Oil price per Bbl                $    74.87          $ 93.17
Natural gas price per Mcf              2.80             4.66
Price per BOE                         73.32            91.14
Average NYMEX differentials
Gulf Coast region
Oil per Bbl                      $    (1.29)         $ (1.37)
Natural gas per Mcf                   (0.05)            0.16
Rocky Mountain region
Oil per Bbl                      $    (1.28)         $ (1.38)
Natural gas per Mcf                    0.04             0.08
Total Company
Oil per Bbl                      $    (1.28)         $ (1.37)
Natural gas per Mcf                    0.01             0.11


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



•Gulf Coast Region. Our average NYMEX oil differential in the Gulf Coast region
was a negative $1.29 per Bbl during the first quarter of 2023, a slight
improvement from a negative $1.37 per Bbl during the first quarter of 2022 and a
decrease from a negative $0.40 per Bbl during the fourth quarter of 2022.

•Rocky Mountain Region. Our average NYMEX oil differentials in the Rocky
Mountain region was a negative $1.28 per Bbl during the first quarter of 2023,
compared to a negative $1.38 per Bbl below NYMEX during the first quarter of
2022 and a positive $0.56 per Bbl during the fourth quarter of 2022.


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Denbury Inc.

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


                                   Operations

CO2 Revenues and Expenses



We sell a portion of the CO2 we produce from Jackson Dome to third-party
industrial users at various contracted prices primarily under long-term
contracts. We recognize the revenue received on these CO2 sales as "CO2 sales
and transportation fees" with the corresponding costs recognized as "CO2
operating and discovery expenses" in our Unaudited Condensed Consolidated
Statements of Operations. CO2 sales and transportation fees were $10.7 million
during the three months ended March 31, 2023, compared to $13.4 million during
the three months ended March 31, 2022. The decrease in CO2 sales and
transportation fees from the prior-year period is primarily due to a short-term
sales contract in place during the first quarter of 2022 as well as unplanned
downtime of third-party purchasers.

Oil Marketing Revenues and Purchases



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

Commodity Derivative Contracts



We have routinely entered into oil derivative contracts to provide an economic
hedge of our exposure to commodity price risk associated with anticipated future
oil production and to provide more certainty to our future cash flows. These
contracts currently consist of fixed-price swaps and costless collars. The
following table summarizes the impact our crude oil derivative contracts had on
our operating results for the three months ended March 31, 2023 and 2022:
                                                                    Three Months Ended
                                                                        March 31,
In thousands                                                       2023           2022

Receipt (payment) on settlements of commodity derivatives $ 2,065

   $  (93,057)
Noncash fair value gains (losses) on commodity derivatives        21,058         (99,662)
Total income (expense)                                          $ 23,123      $ (192,719)



Commodity derivatives income (expense) is comprised of (1) payments or receipts
on settlements of commodity derivatives and (2) noncash changes in the fair
values of commodity derivatives. Changes in the fair values of commodity
derivatives are due to changes in oil futures prices since the prior period or
subsequent to entering into new derivative agreements. During the first three
months of 2023, we received $2.1 million upon expiration of commodity derivative
contracts, compared to cash payments upon settlement of $93.1 million during the
first three months of 2022.

In order to provide a level of price protection to our oil production, we have
hedged a portion of our estimated oil production through 2024 using NYMEX
fixed-price swaps and costless collars. Upon emergence from bankruptcy in
September 2020, we were required to hedge through mid-2022 at certain levels of
estimated production under our post-emergence bank credit facility. Those hedges
resulted in significant cash losses to us during 2022 as oil prices subsequently
improved beyond our hedged prices. We no longer have any hedging requirements
under our bank credit facility; however, we plan to continue to hedge a portion
of our production in order to provide a level of certainty in our cash flows.
See Note 6, Commodity Derivative Contracts, to the Unaudited Condensed
Consolidated Financial Statements for additional details of our outstanding
commodity derivative contracts as of March 31, 2023, and Item 3, Quantitative
and Qualitative Disclosures about

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Denbury Inc.

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


                                   Operations

Market Risk below for additional discussion. In addition, the following table summarizes our commodity derivative contracts as of May 1, 2023:


                                                                  2Q 2023                      2H 2023                    1H 2024                 2H 2024
      WTI NYMEX        Volumes Hedged (Bbls/d)                     9,500                        18,000                     5,000                   1,000
  Fixed-Price Swaps    Weighted Average Swap Price                 $76.65                       $78.51                    $75.34                  $75.12
      WTI NYMEX        Volumes Hedged (Bbls/d)                     17,500                       9,000                        -                       -
                       Weighted Average Floor /
       Collars         Ceiling Price                          $69.71 / $100.42             $68.33 / $100.69                  -                       -
                       Total Volumes Hedged (Bbls/d)               27,000                       27,000                     5,000                   1,000



Based on current contracts in place and NYMEX oil futures prices as of May 1,
2023, which averaged approximately $74 per Bbl for the remainder of 2023, we
currently expect that we would receive cash receipts of approximately $15
million during 2023 upon settlement of these contracts, the amount of which is
primarily dependent upon fluctuations in future NYMEX oil prices in relation to
the prices of our 2023 fixed-price swaps (which have a weighted average NYMEX
oil price of $78.12 per Bbl). Changes in commodity prices, expiration of
contracts, and new commodity contracts entered into cause fluctuations in the
estimated fair value of our oil derivative contracts. Because we do not utilize
hedge accounting for our commodity derivative contracts, the period-to-period
changes in the fair value of these contracts, as outlined above, are recognized
in our statements of operations.

Production Expenses

Lease Operating Expenses
                                                 Three Months Ended
                                                      March 31,
In thousands, except per-BOE data                2023            2022
Total lease operating expenses               $   129,174       117,828

Total lease operating expenses per BOE $ 30.12 $ 27.90





When comparing the first three months of 2023 and 2022, total lease operating
expenses increased by $11.3 million (10%) on an absolute-dollar basis, or $2.22
(8%) on a per-BOE basis. Inflation and higher activity levels resulted in higher
labor costs ($2.5 million), repair and maintenance ($2.4 million) and workover
costs ($2.2 million) and CO2 costs increased primarily due to an industrial CO2
contract change ($1.3 million).

Compared to the fourth quarter of 2022, lease operating expenses in the most
recent quarter increased $3.4 million (3%) on an absolute-dollar basis and $0.81
(3%) on a per-BOE basis, due primarily to higher repair and maintenance and
workover costs.

Transportation and Marketing Expenses



Transportation and marketing expenses primarily consist of amounts incurred
related to the transportation, marketing, and processing of oil and natural gas
production. Transportation and marketing expenses were $5.4 million and $4.6
million for the three months ended March 31, 2023 and 2022, respectively. The
increase was primarily due to a change in certain of our sales contracts.

Taxes Other Than Income



Taxes other than income includes production, ad valorem and franchise taxes.
Taxes other than income decreased $2.3 million (7%) during the three months
ended March 31, 2023, compared to the same prior-year period, due primarily to a
decrease in production taxes resulting from lower oil and natural gas revenues.


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Denbury Inc.

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


                                   Operations

General and Administrative Expenses ("G&A")


                                                          Three Months 

Ended


                                                              March 31,
In thousands, except per-BOE data and employees           2023           2022
Cash G&A costs                                        $   18,039      $ 15,721
Stock-based compensation                                   4,938         2,971
G&A expense                                           $   22,977      $ 18,692

G&A per BOE
Cash G&A costs                                        $     4.21      $   3.72
Stock-based compensation                                    1.15          0.71
G&A expenses                                          $     5.36      $   4.43

Employees as of period end                                     774         724



Our G&A expense on an absolute-dollar basis was $23.0 million during the three
months ended March 31, 2023, an increase of $4.3 million from the same
prior-year period, with the increase primarily due to higher employee-related
costs, including salaries and stock compensation expense.

Interest and Financing Expenses


                                                                Three 

Months Ended


                                                                    March 

31,


In thousands, except per-BOE data and interest rates           2023           2022
Cash interest(1)                                            $  2,089       $  1,130

Noncash interest expense                                         531            685

Less: capitalized interest                                    (1,693)        (1,158)
Interest expense, net                                       $    927       $    657
Interest expense, net per BOE                               $   0.22       $   0.16
Average debt principal outstanding                          $ 62,346       $ 34,278
Average cash interest rate(2)                                    8.0  %         5.5  %



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




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Denbury Inc.

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


                                   Operations

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

Three Months Ended


                                                                               March 31,
In thousands, except per-BOE data                                       2023                2022
Oil and natural gas properties                                     $    

34,199 $ 28,668 CO2 properties, pipelines, plants and other property and equipment

                                                                6,716               6,677
Accelerated depreciation charge                                          1,117                   -
Total DD&A                                                         $    42,032          $   35,345

DD&A per BOE
Oil and natural gas properties                                     $      

7.97 $ 6.79 CO2 properties, pipelines, plants and other property and equipment

                                                                 1.57                1.58
Accelerated depreciation charge                                           0.26                   -
Total DD&A cost per BOE                                            $      9.80          $     8.37



DD&A expense during the three months ended March 31, 2023 increased $6.7 million
compared to the three months ended March 31, 2022, primarily due to higher
depletable costs for our oil and gas properties, accelerated depreciation in the
current period and an increase in accretion expense on our asset retirement
obligations. We expect DD&A expense will be higher subsequent to the initial
booking of proved reserves at our new CCA CO2 flood, which we currently expect
will occur in the second quarter of 2023.

Other Expenses



Other expenses during the three months ended March 31, 2023 totaled $1.5
million, compared to $2.1 million during the three months ended March 31, 2022.
Other expenses during the three months ended March 31, 2023 primarily includes
$1.3 million in CCUS-related expenses and $1.0 million of plant operating
expense, partially offset by an approximate $1.0 million reversal of the second
quarter 2022 accrual for the Delta Pipeline CO2 release incident costs resulting
from a negotiated settlement. Other expenses during the three months ended March
31, 2022 included $1.0 million in plant operating expenses, $0.3 million in
expenses related to the Delta Pipeline incident, $0.3 million in CCUS expenses,
and a $0.2 million contingent consideration adjustment related to a previous
acquisition.

Income Taxes
                                                             Three Months Ended
                                                                 March 31,

In thousands, except per-BOE amounts and tax rates 2023 2022 Current income tax expense (benefit)

$  2,338       $   

(561)


Deferred income tax expense (benefit)                      25,912         

(5,944)


Total income tax expense (benefit)                       $ 28,250       $ 

(6,505)


Average income tax expense (benefit) per BOE             $   6.59       $  

(1.54)


Effective tax rate                                           24.1  %        88.2  %
Total net deferred tax liability                         $ 97,031       $  

4,306





We evaluate our estimated annual effective income tax rate based on current and
forecasted business results and enacted tax laws on a quarterly basis and apply
this tax rate to our ordinary income or loss to calculate our estimated tax
liability or benefit. Our income taxes are based on an estimated combined
federal and state statutory rate of approximately 25% in 2023 and 2022. Our
effective tax rate for the three months ended March 31, 2023 was slightly lower
than our estimated statutory rate primarily due to excess stock compensation
deductions that were recorded discretely in the quarter. Our effective tax rate
for the three months ended March 31, 2022 was higher than our estimated
statutory rate due to the release of a portion of the

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Denbury Inc.

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


                                   Operations
valuation allowance on our deferred tax assets combined with the net loss for
the period. Our annualized effective tax rate including any discrete items for
the year ended December 31, 2023 is currently estimated to be approximately 24%.

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

We assess the valuation allowance recorded on our deferred tax assets on a
quarterly basis, which was $59.2 million at December 31, 2022. This valuation
allowance relates primarily to our Louisiana net deferred tax assets of $55.4
million, as well as our Alabama net deferred tax assets and certain Mississippi
tax credits totaling $3.8 million. We have concluded that the benefits of such
deferred tax assets are not more likely than not to be realized due to lack of
sufficient taxable income to fully realize the benefits of such deferred tax
assets.

During the three months ended March 31, 2023, we received $0.6 million of
refundable alternative minimum tax credits under the Tax Cut and Jobs Act, which
amount was recorded as a receivable on the balance sheet at December 31, 2022.
We have state net operating loss carryforwards that expire in various years,
starting in 2025. Our Louisiana net operating loss carryforwards may be carried
forward indefinitely.

Per-BOE Data

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


                                                                     Three Months Ended
                                                                          March 31,
Per-BOE data                                                          2023            2022
Oil and natural gas revenues                                    $    73.32          $ 91.14
Receipt (payment) on settlements of commodity derivatives             0.49  

(22.03)


Lease operating expenses                                            (30.12) 

(27.90)


Production and ad valorem taxes                                      (6.59) 

(7.21)


Transportation and marketing expenses                                (1.26) 

(1.10)


Production netback                                                   35.84  

32.90


CO2 sales, net of operating and discovery expenses                    2.21             2.51
General and administrative expenses                                  (5.36)           (4.43)
Interest expense, net                                                (0.22)           (0.16)
Stock compensation and other                                          0.08             0.09
Changes in assets and liabilities relating to operations            (11.91)           (9.57)
Cash flows from operations                                           20.64            21.34
DD&A                                                                 (9.54)           (8.37)
DD&A - accelerated depreciation charge                               (0.26)               -

Deferred income taxes                                                (6.04)            1.41

Noncash fair value gains (losses) on commodity derivatives            4.90           (23.60)
Other noncash items                                                  11.10             9.01
Net income (loss)                                               $    20.80          $ (0.21)





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Denbury Inc.

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


                                   Operations

CRITICAL ACCOUNTING POLICIES



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

FORWARD-LOOKING INFORMATION



The data and/or statements contained in this Quarterly Report on Form 10-Q,
particularly statements found in "Management's Discussion and Analysis of
Financial Condition and Results of Operations," that are not historical facts,
are forward-looking statements, as that term is defined in Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve a
number of risks and uncertainties, and include, but are not limited to: possible
or assumed future results of operations, cash flows, production and capital
expenditures; goals and predictions as to the Company's future carbon capture,
use and storage ("CCUS") activities; and assumptions as to oil markets or
general economic conditions.

Such forward-looking statements may be or may concern, among other things, the
level and volatility of posted or realized oil prices; the adequacy of our
liquidity sources to support our future activities; statements or predictions
related to the ultimate timing and financial impact of our proposed CCUS
arrangements, including the estimated emissions storage capacity of storage
sites, predictions of long-term cumulative capital investments in CCUS, the
volumes of CO2 emissions we estimate can be transported and stored, along with
the timing of receipt of first revenues from storage of CO2; our projected
production levels, oil and natural gas revenues or oilfield costs, the impact of
supply chain issues and inflation on our results of operations; current or
future expectations or estimations of our cash flows or the impact of changes in
commodity prices on cash flows; availability, terms and financial statement and
cash settlement impact of commodity derivative contracts or their predicted
downside cash flow protection; forecasted drilling activity or methods,
including the timing and location thereof; anticipated timing of initial
production responses in tertiary flooding projects in particular fields or
areas; other development activities, finding costs, interpretation or prediction
of formation details, hydrocarbon reserve quantities and values, CO2 reserves
and supply and their availability, potential reserves, barrels or percentages of
recoverable original oil in place; the impact of changes or proposed changes in
Federal or state tax or environmental laws or regulations or in any future
regulation of CO2 pipelines; the outcomes of any pending litigation or
regulatory proceedings; and overall worldwide or U.S. economic conditions, and
other variables surrounding operations and future plans. Such forward-looking
statements generally are accompanied by words such as "plan," "estimate,"
"expect," "predict," "forecast," "to our knowledge," "anticipate," "projected,"
"preliminary," "should," "assume," "believe," "may" or other words that convey,
or are intended to convey, the uncertainty of future events or outcomes.

Such forward-looking information is based upon management's current plans,
expectations, estimates, and assumptions that could significantly and adversely
be affected by various factors discussed below, along with currently unknowable
events beyond our control. As a consequence, actual results may differ
materially from expectations, estimates or assumptions expressed in or implied
by any forward-looking statements made by us or on our behalf. Among the factors
that could cause actual results to differ materially from current projections
are fluctuations in worldwide or U.S. oil prices, especially in light of
existing economic uncertainties or geopolitical events such as the war in
Ukraine; widespread inflation in economies across the world; future decisions or
actions as to production levels and/or pricing by OPEC; as to our CCUS
activities, the successful completion of technical and feasibility evaluations,
the raising of funds sufficient to build and operate add-on or new facilities,
the pace of finalization of CCUS arrangements; and the receipt of required
regulatory approval or classifications; success of our risk management
techniques; the uncertainty of drilling results and reserve estimates; operating
hazards and remediation costs; disruption of operations and damages from
cybersecurity breaches, or from well incidents, climate events such as
hurricanes, tropical storms, floods, or other natural occurrences; conditions in
the worldwide financial, trade currency and credit markets; the risks and
uncertainties inherent in oil and gas drilling and production activities; and
the risks and uncertainties set forth from time to time in this or our other
periodic public reports, other filings and public statements including, without
limitation, the Company's most recent Form 10-K.


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Denbury Inc.

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