10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2023

OR

☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission file number 1-10447

COTERRA ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3072771
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Three Memorial City Plaza

840 Gessner Road, Suite 1400, Houston, Texas 77024

(Address of principal executive offices, including ZIP code)

(281) 589-4600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	CTRA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 3, 2023, there were 757,453,231 shares of Common Stock, Par Value $0.10 Per Share, outstanding.

COTERRA ENERGY INC.

INDEX TO FINANCIAL STATEMENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
Condensed Consolidated Balance Sheet (Unaudited) at March 31, 2023 and December 31, 2022		3
Condensed Consolidated Statement of Operations (Unaudited) for the Three Months Ended March 31, 2023 and 2022		4
Condensed Consolidated Statement of Cash Flows (Unaudited) for the Three Months Ended March 31, 2023 and 2022		5
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2023 and 2022		6
Notes to the Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	33
Part II. Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	36
Signatures		38

2

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

COTERRA ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In millions, except per share amounts)	March 31, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	973	$	673
Restricted cash	10		10
Accounts receivable, net	775		1,221
Income taxes receivable	—		89
Inventories	56		63
Derivative instruments	184		146
Other current assets	7		9
Total current assets	2,005		2,211
Properties and equipment, net (Successful efforts method)	17,682		17,479
Other assets	452		464
	$	20,139	$	20,154
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	833	$	844
Accrued liabilities	280		328
Income taxes payable	81		—
Interest payable	15		21
Total current liabilities	1,209		1,193
Long-term debt, net	2,176		2,181
Deferred income taxes	3,362		3,339
Asset retirement obligations	277		271
Other liabilities	464		500
Total liabilities	7,488		7,484
Commitments and contingencies (Note 7)
Cimarex redeemable preferred stock	8		11
Stockholders' equity
Common stock:
Authorized — 1,800 shares of $0.10 par value in 2023 and 2022
Issued — 757 shares and 768 shares in 2023 and 2022, respectively	76		77
Additional paid-in capital	7,679		7,933
Retained earnings	4,875		4,636
Accumulated other comprehensive income	13		13
Total stockholders' equity	12,643		12,659
	$	20,139	$	20,154

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

COTERRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended  March 31,
(In millions, except per share amounts)	2023		2022
OPERATING REVENUES
Natural gas	$	822	$	1,111
Oil	615		699
NGL	177		245
Gain (loss) on derivative instruments	138		(391)
Other	25		15
	1,777		1,679
OPERATING EXPENSES
Direct operations	134		100
Transportation, processing and gathering	236		233
Taxes other than income	86		76
Exploration	4		6
Depreciation, depletion and amortization	369		360
General and administrative	76		107
	905		882
Gain on sale of assets	5		2
INCOME FROM OPERATIONS	877		799
Interest expense	17		21
Interest income	(12)		—
Income before income taxes	872		778
Income tax expense	195		170
NET INCOME	$	677	$	608
Earnings per share
Basic	$	0.88	$	0.75
Diluted	$	0.88	$	0.74
Weighted-average common shares outstanding
Basic	764		810
Diluted	768		814

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

COTERRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

	Three Months Ended  March 31,
(In millions)	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	677	$	608
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization	369		360
Deferred income tax expense	23		36
Gain on sale of assets	(5)		(2)
(Gain) loss on derivative instruments	(138)		391
Net cash received (paid) in settlement of derivative instruments	100		(171)
Amortization of debt premium and debt issuance costs	(4)		(10)
Stock-based compensation and other	17		20
Changes in assets and liabilities:
Accounts receivable, net	446		(57)
Income taxes	170		124
Inventories	7		(2)
Other current assets	1		2
Accounts payable and accrued liabilities	(198)		21
Interest payable	(6)		1
Other assets and liabilities	35		1
Net cash provided by operating activities	1,494		1,322
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for drilling, completion and other fixed asset additions	(483)		(270)
Capital expenditures for leasehold and property acquisitions	(1)		(1)
Proceeds from sale of assets	5		2
Net cash used in investing activities	(479)		(269)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of finance leases	(2)		(2)
Common stock repurchases	(268)		(184)
Dividends paid	(436)		(456)
Cash received for stock option exercises	—		6
Cash paid for conversion of redeemable preferred stock	(1)		—
Tax withholding on vesting of stock awards	(1)		(6)
Capitalized debt issuance costs	(7)		—
Net cash used in financing activities	(715)		(642)
Net increase in cash, cash equivalents and restricted cash	300		411
Cash, cash equivalents and restricted cash, beginning of period	683		1,046
Cash, cash equivalents and restricted cash, end of period	$	983	$	1,457

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

COTERRA ENERGY INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

(In millions, except per share amounts)	Common Shares	Common Stock Par		Treasury Shares	Treasury Stock		Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total
Balance at December 31, 2022	768	$	77	—	$	—	$	7,933	$	13	$	4,636	$	12,659
Net income	—	—		—	—		—		—		677		677
Stock amortization and vesting	—	—		—	—		13		—		—		13
Conversion of Cimarex redeemable preferred stock	—	—		—	—		3		—		—		3
Common stock repurchases	—	—		11	(271)		—		—		—		(271)
Common stock retirements	(11)	(1)		(11)	271		(270)		—		—		—
Cash dividends on common stock at $0.57 per share	—	—		—	—		—		—		(438)		(438)
Balance at March 31, 2023	757	$	76	—	$	—	$	7,679	$	13	$	4,875	$	12,643

(In millions, except per share amounts)	Common Shares	Common Stock Par		Treasury Shares	Treasury Stock		Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total
Balance at December 31, 2021	893	$	89	79	$	(1,826)	$	10,911	$	1	$	2,563	$	11,738
Net income	—	—		—	—		—		—		608		608
Exercise of stock options	—	—		—	—		6		—		—		6
Stock amortization and vesting	—	—		—	—		10		—		—		10
Common stock repurchases	—	—		8	(192)		—		—		—		(192)
Cash dividends:
Common stock at $0.56 per share	—	—		—	—		—		—		(455)		(455)
Preferred stock at $20.3125 per share	—	—		—	—		—		—		(1)		(1)
Other comprehensive income	—	—		—	—		—		4		—		4
Balance at March 31, 2022	893	$	89	87	$	(2,018)	$	10,927	$	5	$	2,715	$	11,718

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

COTERRA ENERGY INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Financial Statement Presentation

During interim periods, Coterra Energy Inc. (the “Company”) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) filed with the Securities and Exchange Commission (“SEC”), except for any new accounting pronouncements adopted during the period. The interim condensed consolidated financial statements are unaudited and should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the results that may be expected for the entire year.

From time to time, we make certain reclassifications to prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported stockholders’ equity, net income or cash flows.

2. Properties and Equipment, Net

Properties and equipment, net are comprised of the following:

(In millions)	March 31, 2023		December 31, 2022
Proved oil and gas properties	$	17,744	$	17,085
Unproved oil and gas properties	5,016		5,150
Gathering and pipeline systems	483		450
Land, buildings and other equipment	186		183
Finance lease right-of-use asset	25		24
	23,454		22,892
Accumulated depreciation, depletion and amortization	(5,772)		(5,413)
	$	17,682	$	17,479

Capitalized Exploratory Well Costs

As of March 31, 2023, the Company did not have any projects with exploratory well costs capitalized for a period of greater than one year after drilling.

3. Debt and Credit Agreements

The following table includes a summary of the Company’s long-term debt:

(In millions)	March 31, 2023		December 31, 2022
3.65% weighted-average private placement senior notes	$	825	$	825
3.90% senior notes due May 15, 2027	750		750
4.375% senior notes due March 15, 2029	500		500
Revolving credit agreement	—		—
Total	2,075		2,075
Net premium	106		111
Unamortized debt issuance costs	(5)		(5)
Long-term debt	$	2,176	$	2,181

At March 31, 2023, the Company was in compliance with all financial and other covenants for its revolving credit agreement (as defined below), 3.65% weighted-average private placement senior notes (the “private placement senior notes”) and the 3.90% senior notes due May 15, 2027 and 4.375% senior notes due March 15, 2029 (the “senior notes”).

7

Revolving Credit Agreement

On March 10, 2023, the Company entered into a revolving credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”), and certain lenders and issuing banks party thereto. The aggregate revolving commitments under the Credit Agreement are $1.5 billion, with a discretionary swingline sub-facility of up to $100 million and a letter of credit sub-facility of up to $500 million. The Company may also increase the revolving commitments under the Credit Agreement by up to an additional $500 million subject to certain conditions and the agreement of the lenders providing commitments with respect to such increase.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s option, either a term secured overnight financing rate (“SOFR”) plus a 0.10 percent credit spread adjustment for all tenors or a base rate, plus an interest rate margin which ranges from 0 to 75 basis points for base rate loans and 100 to 175 basis points for term SOFR loans based on the Company’s credit rating. The commitment fee on the unused available credit is calculated at annual rates ranging from 10 basis points to 27.5 basis points. The Credit Agreement matures on March 10, 2028. The maturity date can be extended for additional one-year periods on up to two occasions upon the agreement of the Company and lenders holding at least 50 percent of the commitments under the Credit Agreement.

The Credit Agreement contains customary covenants, including the maintenance of a maximum leverage ratio of no more than 3.0 to 1.0 as of the last day of any fiscal quarter until such time as the Company has no other debt in a principal amount in excess of $75 million outstanding that has a financial maintenance covenant based on a leverage ratio, at which time the Credit Agreement requires maintenance of a ratio of total debt to total capitalization of no more than 65 percent (with all calculations based on definitions contained in the Credit Agreement).

Concurrently with the Company’s entry into the Credit Agreement, the Company terminated its existing Second Amended and Restated Credit Agreement, dated as of April 22, 2019, with the lenders party thereto and JPMorgan, as administrative agent thereunder.

At March 31, 2023, the Company had no borrowings outstanding under its revolving credit agreement and unused commitments of $1.5 billion.

4. Derivative Instruments

As of March 31, 2023, the Company had the following outstanding financial commodity derivatives:

	2023
Natural Gas	Second Quarter		Third Quarter		Fourth Quarter
Waha gas collars
Volume (MMBtu)	8,190,000		8,280,000		8,280,000
Weighted average floor ($/MMBtu)	$	3.03	$	3.03	$	3.03
Weighted average ceiling ($/MMBtu)	$	5.39	$	5.39	$	5.39
NYMEX collars
Volume (MMBtu)	31,850,000		32,200,000		29,150,000
Weighted average floor ($/MMBtu)	$	4.07	$	4.07	$	4.03
Weighted average ceiling ($/MMBtu)	$	6.78	$	6.78	$	6.61

	2023
Oil	Second Quarter
WTI oil collars
Volume (MBbl)	1,365
Weighted average floor ($/Bbl)	$	70.00
Weighted average ceiling ($/Bbl)	$	116.03
WTI Midland oil basis swaps
Volume (MBbl)	1,365
Weighted average differential ($/Bbl)	$	0.63

8

In April 2023, the Company entered into the following financial commodity derivatives:

	2023
Oil	Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)	910		920		920
Weighted average floor ($/Bbl)	$	65.00	$	65.00	$	65.00
Weighted average ceiling ($/Bbl)	$	89.66	$	89.66	$	89.66
WTI Midland oil basis swaps
Volume (MBbl)	910		920		920
Weighted average differential ($/Bbl)	$	1.01	$	1.01	$	1.01

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In millions)	Balance Sheet Location	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Commodity contracts	Derivative instruments (current)	$	184	$	146	$	—	$	—

Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In millions)	March 31, 2023		December 31, 2022
Derivative assets
Gross amounts of recognized assets	$	185	$	147
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of assets presented in the condensed consolidated balance sheet	184		146
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	1		2
Net amount	$	185	$	148
Derivative liabilities
Gross amounts of recognized liabilities	$	1	$	1
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of liabilities presented in the condensed consolidated balance sheet	—		—
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	—		1
Net amount	$	—	$	1

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

	Three Months Ended  March 31,
(In millions)	2023		2022
Cash received (paid) on settlement of derivative instruments
Gas contracts	$	99	$	(42)
Oil contracts	1		(129)
Non-cash gain (loss) on derivative instruments
Gas contracts	42		(182)
Oil contracts	(4)		(38)
	$	138	$	(391)

9

5. Fair Value Measurements

The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information regarding the fair value hierarchy, refer to Note 1 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Financial Assets and Liabilities

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at   March 31, 2023
Assets
Deferred compensation plan	$	42	$	—	$	—	$	42
Derivative instruments	—		—		185		185
	$	42	$	—	$	185	$	227
Liabilities
Deferred compensation plan	$	54	$	—	$	—	$	54
Derivative instruments	—		—		1		1
	$	54	$	—	$	1	$	55

(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at   December 31, 2022
Assets
Deferred compensation plan	$	43	$	—	$	—	$	43
Derivative instruments	—		—		147		147
	$	43	$	—	$	147	$	190
Liabilities
Deferred compensation plan	$	55	$	—	$	—	$	55
Derivative instruments	—		—		1		1
	$	55	$	—	$	1	$	56

The Company’s investments associated with its deferred compensation plans consist of mutual funds and deferred shares of the Company’s common stock that are publicly traded and for which market prices are readily available.

The derivative instruments were measured based on quotes from the Company’s counterparties or internal models. Such quotes and models have been derived using an income approach that considers various inputs, including current market and contractual prices for the underlying instruments, quoted forward commodity prices, basis differentials, volatility factors and interest rates for a similar length of time as the derivative contract term as applicable. Estimates are derived from, or verified using, relevant NYMEX futures contracts, and/or are compared to multiple quotes obtained from counterparties. The determination of the fair values presented above also incorporates a credit adjustment for non-performance risk. The Company measured the non-performance risk of its counterparties by reviewing credit default swap spreads for the various financial institutions with which it has derivative contracts while non-performance risk of the Company is evaluated using market credit spreads provided by several of the Company’s banks. The Company has not incurred any losses related to non-performance risk of its counterparties and does not anticipate any material impact on its financial results due to non-performance by third parties.

The most significant unobservable inputs relative to the Company’s Level 3 derivative contracts are basis differentials and volatility factors. An increase (decrease) in these unobservable inputs would result in an increase (decrease) in fair value, respectively. The Company does not have access to the specific assumptions used in its counterparties’ valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided.

10

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

	Three Months Ended  March 31,
(In millions)	2023		2022
Balance at beginning of period	$	146	$	(152)
Total gain (loss) included in earnings	138		(391)
Settlement (gain) loss	(100)		171
Transfers in and/or out of Level 3	—		—
Balance at end of period	$	184	$	(372)
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	95	$	(291)

Non-Financial Assets and Liabilities

The Company discloses or recognizes its non-financial assets and liabilities, such as impairments of oil and gas properties or acquisitions, at fair value on a nonrecurring basis. As none of the Company’s other non-financial assets and liabilities were measured at fair value as of March 31, 2023, additional disclosures were not required.

The estimated fair value of the Company’s asset retirement obligations at inception is determined by utilizing the income approach by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state to the undiscounted expected abandonment cash flows. Given the unobservable nature of the inputs, the measurement of the asset retirement obligations was classified as Level 3 in the fair value hierarchy.

Fair Value of Other Financial Instruments

The estimated fair value of other financial instruments is the amount at which the instruments could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash and cash equivalents and restricted cash approximate fair value, due to the short-term maturities of these instruments. Cash and cash equivalents and restricted cash are classified as Level 1 in the fair value hierarchy and the remaining financial instruments are classified as Level 2.

The fair value of the Company’s senior notes is based on quoted market prices, which is classified as Level 1 in the fair value hierarchy. The Company uses available market data and valuation methodologies to estimate the fair value of its private placement senior notes. The fair value of the private placement senior notes is the estimated amount the Company would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the Company’s senior notes and revolving credit agreement to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The fair value of the private placement senior notes is based on interest rates currently available to the Company. The Company’s private placement senior notes are valued using an income approach and are classified as Level 3 in the fair value hierarchy.

The carrying amount and estimated fair value of debt is as follows:

	March 31, 2023				December 31, 2022
(In millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	2,176	$	1,985	$	2,181	$	1,955

11

6. Asset Retirement Obligations

Activity related to the Company’s asset retirement obligations is as follows:

(In millions)	Three Months Ended  March 31, 2023
Balance at beginning of period	$	277
Liabilities incurred	1
Liabilities settled	2
Accretion expense	3
Balance at end of period	283
Less: current asset retirement obligations	(6)
Noncurrent asset retirement obligations	$	277

7. Commitments and Contingencies

Contractual Obligations

The Company has various contractual obligations in the normal course of its operations. There have been no material changes to the Company’s contractual obligations described under “Transportation, Processing and Gathering Agreements” and “Lease Commitments” as disclosed in Note 8 of the Notes to Consolidated Financial Statements in the Form 10-K.

Legal Matters

Securities Litigation

In October 2020, a class action lawsuit styled Delaware County Emp. Ret. Sys. v. Cabot Oil and Gas Corp., et. al. (U.S. District Court, Middle District of Pennsylvania), was filed against the Company, Dan O. Dinges, its then Chief Executive Officer, and Scott C. Schroeder, its Chief Financial Officer, alleging that the Company made misleading statements in its periodic filings with the SEC in violation of Section 10(b) and Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The plaintiffs allege misstatements in the Company’s public filings and disclosures over a number of years relating to its potential liability for alleged environmental violations in Pennsylvania. The plaintiffs allege that such misstatements caused a decline in the price of the Company’s common stock when it disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 two notices of violations from the Pennsylvania Department of Environmental Protection and an additional decline when it disclosed on June 15, 2020 the criminal charges brought by the Office of the Attorney General of the Commonwealth of Pennsylvania related to alleged violations of the Pennsylvania Clean Streams Law, which prohibits discharge of industrial wastes. The court appointed Delaware County Employees Retirement System to represent the purported class on February 3, 2021. In April 2021, the complaint was amended to include Phillip L. Stalnaker, the Company’s then Senior Vice President of Operations, as a defendant. The plaintiffs seek monetary damages, interest and attorney’s fees.

Also in October 2020, a stockholder derivative action styled Ezell v. Dinges, et. al. (U.S. District Court, Middle District of Pennsylvania) was filed against the Company, Messrs. Dinges and Schroeder and the Board of Directors of the Company serving at that time, for alleged securities violations under Section 10(b) and Section 21D of the Exchange Act arising from the same alleged misleading statements that form the basis of the class action lawsuit described above. In addition to the Exchange Act claims, the derivative actions also allege claims based on breaches of fiduciary duty and statutory contribution theories. In December 2020, the Ezell case was consolidated with a second derivative case filed in the U.S. District Court, Middle District of Pennsylvania with similar allegations. In January 2021, a third derivative case was filed in the U.S. District Court, Middle District of Pennsylvania with substantially similar allegations and it too was consolidated with the Ezell case in February 2021.

On February 25, 2021, the Company filed a motion to transfer the class action lawsuit to the U.S. District Court for the Southern District of Texas, in Houston, Texas, where its headquarters are located. On June 11, 2021, the Company filed a motion to dismiss the class action lawsuit on the basis that the plaintiffs’ allegations do not meet the requirements for pleading a claim under Section 10(b) or Section 20 of the Exchange Act. On June 22, 2021, the motion to transfer the class action lawsuit to the Southern District of Texas was granted. Pursuant to the prior agreement of the parties, the consolidated derivative case discussed in the preceding paragraph was also transferred to the Southern District of Texas on July 12, 2021. Subsequently, an additional stockholder derivative action styled Treppel Family Trust U/A 08/18/18 Lawrence A. Treppel and Geri D. Treppel for the benefit of Geri D. Treppel and Larry A. Treppel v. Dinges, et al. (U.S. District Court, Southern District of Texas, Houston Division), asserting substantially similar Delaware common law claims as in the existing derivative cases, was filed in the Southern District of Texas and consolidated with the existing consolidated derivative cases. On January 12, 2022, the U.S.

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District Court for the Southern District of Texas granted the Company’s motion to dismiss the class action lawsuit but allowed the plaintiffs to file an amended complaint. The class action plaintiffs filed their amended complaint on February 11, 2022. The Company filed a motion to dismiss the amended class action complaint on March 10, 2022. On August 10, 2022, the U.S. District Court for the Southern District of Texas granted in part and denied in part the Company’s motion to dismiss the amended class action complaint, dismissing certain claims with prejudice but allowing certain claims to proceed. The Company filed its answer to the amended class action complaint on September 14, 2022. The class action case is presently in the discovery and class certification stage, with oral argument on class certification currently scheduled for July 7, 2023. With respect to the consolidated derivative cases, on April 1, 2022, the U.S. District Court for the Southern District of Texas granted the Company’s motion to dismiss such consolidated derivative cases but allowed the plaintiffs to file an amended complaint. The derivative plaintiffs filed their third amended complaint on May 16, 2022. The Company filed its motion to dismiss such amended complaint on June 24, 2022, and filed its reply in support of such motion to dismiss on September 4, 2022. The Company’s motion to dismiss the consolidated derivative cases is fully briefed and is pending for decision. On March 27, 2023, the U.S. District Court for the Southern District of Texas denied the motion to dismiss the derivative case as moot and ordered the Company to file a renewed motion to dismiss addressing certain issues regarding the impact of the class action litigation on the derivative case. The Company filed its renewed motion to dismiss on April 28, 2023. Oral arguments on the motion to dismiss is currently scheduled for July 7, 2023. The Company intends to vigorously defend the class action and derivative lawsuits.

In November 2020, the Company received a stockholder demand for inspection of books and records under Section 220 of the General Corporation Law of the State of Delaware (“Section 220 Demand”). The Section 220 Demand seeks broad categories of documents reviewed by the Board of Directors and minutes of meetings of the Board of Directors pertaining to alleged environmental violations in Pennsylvania, as well as documents relating to any board of directors conflicts of interest, dating from January 1, 2015 to the present. The Company also received three other similar requests from other stockholders in February and June 2021. On May 17, 2021, the Company was served with a complaint filed in the Court of Chancery of the State of Delaware by the stockholder making the February 2021 Section 220 Demand to compel the production of books and records requested. After making an agreed books and records production, the Section 220 complaint was voluntarily dismissed effective September 21, 2021. The Company also provided substantially the same books and records production in response to the other three Section 220 requests described above. It is possible that one or more additional stockholder suits could be filed pertaining to the subject matter of the Section 220 Demands and the class and derivative actions described above.

Other Legal Matters

The Company is a defendant in various other legal proceedings arising in the normal course of business. All known liabilities are accrued when management determines they are probable based on its best estimate of the potential loss. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

Contingency Reserves

When deemed necessary, the Company establishes reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters for which reserves have been established. The Company believes that any such amount above the amounts accrued would not be material to the Condensed Consolidated Financial Statements. Future changes in facts and circumstances not currently known or foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

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8. Revenue Recognition

Disaggregation of Revenue

The following table presents revenues from contracts with customers disaggregated by product:

	Three Months Ended March 31,
(In millions)	2023		2022
Natural gas	$	822	$	1,111
Oil	615		699
NGL	177		245
Other	25		15
	$	1,639	$	2,070

All of the Company’s revenues from contracts with customers represent products transferred at a point in time as control is transferred to the customer and generated in the United States of America.

Transaction Price Allocated to Remaining Performance Obligations

A significant number of the Company’s product sales contracts are short-term in nature, with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

As of March 31, 2023, the Company had $7.1 billion of unsatisfied performance obligations related to natural gas sales that have a fixed pricing component and a contract term greater than one year. The Company expects to recognize these obligations over the next 16 years.

Contract Balances

Receivables from contracts with customers are recorded when the right to consideration becomes unconditional, generally when control of the product has been transferred to the customer. Receivables from contracts with customers were $628 million and $1.1 billion as of March 31, 2023 and December 31, 2022, respectively, and are reported in accounts receivable, net in the Condensed Consolidated Balance Sheet. As of March 31, 2023, the Company has no assets or liabilities related to its revenue contracts, including no upfront payments or rights to deficiency payments.

9. Capital Stock

Dividends

Common Stock

In February 2023, the Company’s Board of Directors approved an increase in the base quarterly dividend from $0.15 per share to $0.20 per share.

The following table summarizes the Company’s dividends on its common stock for each quarter in 2023 and 2022:

	Rate per share
	Fixed		Variable		Total		Total Dividends (In millions)
2023:
First quarter	$	0.20	$	0.37	$	0.57	$	438
2022:
First quarter	$	0.15	$	0.41	$	0.56	$	455

Treasury Stock

In February 2023, the Company’s Board of Directors approved a new share repurchase program which authorizes the purchase of up to $2.0 billion of the Company’s common stock.

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During the three months ended March 31, 2023, the Company repurchased and retired 11 million shares for $268 million under its new repurchase program. As of March 31, 2023, the Company had $1.7 billion remaining under its current share repurchase program. During the three months ended March 31, 2022, the Company repurchased 8 million shares for $192 million under its previous share repurchase program.

10. Stock-Based Compensation

General

Stock-based compensation expense of awards issued under the Company’s incentive plans, and the income tax benefit of awards vested and exercised, are as follows:

	Three Months Ended  March 31,
(In millions)	2023		2022
Restricted stock units - employees and non-employee directors	$	7	$	8
Restricted stock awards	4		5
Performance share awards	5		6
Deferred performance shares	—		4
Total stock-based compensation expense	$	16	$	23
Income tax benefit	$	1	$	5

Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards and the applicable award terms.

Subsequent Event. On May 4, 2023, the Company’s stockholders approved the Coterra Energy Inc. 2023 Equity Incentive Plan (the “2023 Plan”) which replaced the existing Cabot Oil & Gas Corporation 2014 Incentive Plan (the “Prior Cabot Plan”) and the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan (the “Prior Cimarex Plan). Under the 2023 Plan, permitted awards include, but are not limited to, options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other cash and stock-based awards. A total of 22.95 million shares of common stock may be issued under the 2023 Plan. The 2023 Plan expires on February 21, 2033. No additional awards may be granted under the Prior Cabot Plan or the Prior Cimarex Plan on or after May 4, 2023. Awards outstanding under any of the Company’s prior plans will remain outstanding and vest in accordance with their original terms and conditions.

Restricted Stock Units - Employees

During the three months ended March 31, 2023, the Company granted 666,303 restricted stock units to employees of the Company with a weighted average grant date value of $23.00 per unit. The fair value of restricted stock unit grants is based on the closing stock price on the grant date. Restricted stock units generally vest either at the end of a three-year service period or on a graded or graduated vesting basis at each anniversary date over a three-year service period. The Company used an annual forfeiture rate assumption of zero to five percent for purposes of recognizing stock-based compensation expense for its restricted stock units.

Performance Share Awards

Total Shareholder Return (“TSR”) Performance Share Awards. During the three months ended March 31, 2023, the Company granted 577,172 TSR Performance Share Awards, which are earned, or not earned, based on the comparative performance of the Company’s common stock measured against a predetermined group of companies in the Company’s peer group and certain industry-related indices over a three-year performance period, which commenced on February 1, 2023 and ends on January 31, 2026.

These awards have both an equity and liability component, with the right to receive up to the first 100 percent of the award in shares of common stock and the right to receive up to an additional 100 percent of the value of the award in excess of the equity component in cash. These awards also include a feature that will reduce the potential cash component of the award if the actual performance is negative over the three-year period and the base calculation indicates an above-target payout. The equity portion of these awards is valued on the grant date and is not marked to market, while the liability portion of the awards is valued as of the end of each reporting period on a mark-to-market basis. The Company calculates the fair value of the equity and liability portions of the awards using a Monte Carlo simulation model.

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The following assumptions were used to determine the grant date fair value of the equity component on February 21, 2023 and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date			March 31, 2023
Fair value per performance share award	$	17.18		$10.92 - $11.99
Assumptions:
Stock price volatility	44.8		%	41.8% - 43.4%
Risk-free rate of return	4.40		%	3.8% - 4.1%

11. Earnings per Common Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is similarly calculated, except that the common shares outstanding for the period is increased using the treasury stock and as-if converted methods to reflect the potential dilution that could occur if outstanding stock awards were vested or exercised at the end of the applicable period. Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive.

The following is a calculation of basic and diluted earnings per share under the two-class method:

	Three Months Ended  March 31,
(In millions, except per share amounts)	2023		2022
Income (Numerator)
Net income	$	677	$	608
Less: dividends attributable to participating securities	(2)		(2)
Less: Cimarex redeemable preferred stock dividends	—		(1)
Net income available to common stockholders	$	675	$	605
Shares (Denominator)
Weighted average shares - Basic	764		810
Dilution effect of stock awards at end of period	4		4
Weighted average shares - Diluted	768		814
Earnings per share:
Basic	$	0.88	$	0.75
Diluted	$	0.88	$	0.74

The following is a calculation of weighted-average shares excluded from diluted EPS due to anti-dilutive effect:

	Three Months Ended  March 31,
(In millions)	2023	2022
Weighted-average stock awards excluded from diluted EPS due to the anti-dilutive effect calculated using the treasury stock method	—	1

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12. Restructuring Costs

Restructuring costs are primarily related to workforce reductions and associated severance benefits that were triggered by the merger with Cimarex Energy Co. that closed on October 1, 2021. The following table summarizes the Company’s restructuring liabilities:

	Three Months Ended  March 31,
(In millions)	2023		2022
Balance at beginning of period	$	77	$	43
Additions related to merger integration	7		24
Payments of merger-related restructuring costs	(7)		(3)
Balance at end of period	$	77	$	64

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13. Additional Balance Sheet Information

Certain balance sheet amounts are comprised of the following:

(In millions)	March 31, 2023		December 31, 2022
Accounts receivable, net
Trade accounts	$	628	$	1,067
Joint interest accounts	133		108
Other accounts	16		48
	777		1,223
Allowance for credit losses	(2)		(2)
	$	775	$	1,221
Other assets
Deferred compensation plan	$	42	$	43
Debt issuance costs	10		3
Operating lease right-of-use assets	365		382
Other accounts	35		36
	$	452	$	464
Accounts payable
Trade accounts	$	60	$	27
Royalty and other owners	330		438
Accrued transportation	47		85
Accrued capital costs	233		148
Taxes other than income	67		73
Accrued lease operating costs	54		32
Other accounts	42		41
	$	833	$	844
Accrued liabilities
Employee benefits	$	32	$	74
Taxes other than income	32		62
Restructuring liability	44		39
Operating lease liabilities	116		114
Financing lease liabilities	6		6
Other accounts	50		33
	$	280	$	328
Other liabilities
Deferred compensation plan	$	54	$	55
Postretirement benefits	17		17
Operating lease liabilities	270		287
Financing lease liabilities	10		11
Restructuring liability	33		38
Other accounts	80		92
	$	464	$	500

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14. Interest Expense

Interest expense is comprised of the following:

	Three Months Ended March 31,
(In millions)	2023		2022
Interest Expense
Interest expense	$	20	30
Debt premium amortization	(5)		(11)
Debt issuance cost amortization	1		1
Other	1		1
	$	17	$	21

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following review of operations of Coterra Energy Inc. (“Coterra,” “our,” “we” and “us”) for the three month periods ended March 31, 2023 and 2022 should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) and with the Consolidated Financial Statements, Notes and Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our “Form 10-K”).

OVERVIEW

Financial and Operating Overview

Financial and operating results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 reflect the following:

•Equivalent production increased 0.5 MMBoe from 56.7 MMBoe, or 629.9 MBoepd, in 2022 to 57.2 MMBoe, or 635.0 MBoepd in 2023. The slight increase was attributable to increased production in the Permian and Anadarko Basins, partially offset by lower production in the Marcellus Shale due to the timing of our 2023 drilling and completion activities.

•Natural gas production decreased 8.3 Bcf from 256.4 Bcf, or 2,850 Mmcf per day, in 2022 to 248.1 Bcf, or 2,757 Mmcf per day, in the 2023 period. The decrease was primarily attributable to lower production in the Marcellus Shale due to the timing of our drilling and completion activities.

•Oil production increased 0.8 MMBbl from 7.5 MMBbl in 2022 to 8.3 MMBbl in 2023. The increase was attributable to increased production in the Permian Basin due to the timing of our drilling and completion activities.

•NGL production increased 1.0 MMBbl from 6.5 MMBbl in 2022 to 7.5 MMBbl in 2023. The increase was attributable to increased production in the Permian Basin due to the timing of our drilling and completion activities.

•Average realized natural gas price was $3.72 per Mcf, $0.45 lower than the $4.17 per Mcf realized in the corresponding period of the prior year.

•Average realized oil price was $74.09 per Bbl, $2.06 lower than the $76.15 per Bbl realized in the corresponding period of the prior year.

•Average realized NGL price was $23.66 per Bbl, $14.21 lower than the $37.87 per Bbl realized in the corresponding period of the prior year.

•Total capital expenditures were $569 million compared to $326 million in the corresponding period of the prior year. The increase was driven by higher activity levels across our operations and higher costs for services.

•Drilled 65 gross wells (39.9 net) with a success rate of 100 percent compared to 54 gross wells (41.4 net) with a success rate of 100 percent for the corresponding period of the prior year.

•Turned in line 74 gross wells (48.2 net) in 2023 compared to 50 gross wells (25.0 net) in the corresponding period of 2022.

•Average rig count during 2023 was approximately 6.0, 3.0 and 1.0 rigs in the Permian Basin, Marcellus Shale and Anadarko Basin, respectively, compared to an average rig count of approximately 6.0, 2.6 and 2.0 rigs in the Permian Basin, Marcellus Shale and Anadarko Basin, respectively, during the corresponding period of 2022.

•Increased our annual base dividend from $0.60 per share for regular quarterly dividends in 2022 to $0.80 per share as part of our returns-focused strategy.

•Implemented our new share repurchase program and repurchased 11 million shares for $268 million during the three months ended March 31, 2023. We repurchased 8 million shares for $192 million during the three months ended March 31, 2022 under our previous share repurchase program.

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Market Conditions and Commodity Prices

Our financial results depend on many factors, particularly commodity prices and our ability to find, develop and market our production on economically attractive terms. Commodity prices are affected by many factors outside of our control, including changes in market supply and demand, which are impacted by pipeline capacity constraints, inventory storage levels, basis differentials, weather conditions, geopolitical, economic and other factors.

NYMEX oil and natural gas futures prices have strengthened since the reduction of pandemic-related restrictions and increased OPEC+ cooperation. Improving oil and natural gas futures prices in part reflect market expectations of limited U.S. supply growth from publicly traded companies as a result of capital investment discipline and a focus on delivering free cash flow returns to stockholders. In addition, natural gas prices have benefited from strong worldwide liquefied natural gas demand, which is, in part, a result of buyers shifting from Russian gas due to the Ukraine invasion, sustained higher U.S. exports, lower associated gas growth from oil drilling and improved U.S. economic activity. These pricing increases have been partially offset by reduced gas consumption due to warmer winter weather in the U.S. and Europe and concerns over potential economic recession, negatively impacting natural gas and NGL prices. Oil price futures have improved (although such future prices are still lower than current spot prices) coinciding with recovering global economic activity, lower supply from major oil producing countries, OPEC+ cooperation and moderating inventory levels.

Although the current outlook on oil and natural gas prices is generally favorable and our operations have not been significantly impacted in the short-term, in the event further disruptions occur and continue for an extended period of time, our operations could be adversely impacted, commodity prices could decline and our costs may continue to increase further. While oil and natural gas prices have fallen since their peak in 2022, further geopolitical disruptions in 2023, such as those experienced in 2022, may cause such prices to rapidly rise once again. Although we are unable to predict future commodity prices, at current oil, natural gas and NGL price levels, we do not believe that an impairment of our oil and gas properties is reasonably likely to occur in the near future. However, in the event that commodity prices significantly decline or costs increase significantly from current levels, our management would evaluate the recoverability of the carrying value of our oil and gas properties.

In addition, the issue of, and increasing political and social attention on, climate change has resulted in both existing and pending national, regional and local legislation and regulatory measures, such as mandates for renewable energy and emissions reductions targeted at limiting or reducing emissions of greenhouse gases. Changes in these laws or regulations may result in delays or restrictions in permitting and the development of projects, may result in increased costs and may impair our ability to move forward with our construction, completions, drilling, water management, waste handling, storage, transport and remediation activities, any of which could have an adverse effect on our financial results.

For information about the impact of realized commodity prices on our revenues, refer to “Results of Operations” below.

Inflation

Certain of our capital expenditures and expenses are affected by general inflation, which rose throughout 2022. While rising inflation is typically offset by the higher prices at which we are able to realize on sales of our commodity production, we nevertheless expect to see inflation impact our cost structure for the remainder of 2023, albeit at a more moderate pace compared to 2022.

Recent U.S. Tax Legislation

On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law pursuant to the budget reconciliation process. The IRA introduced a new 15 percent corporate alternative minimum tax (“CAMT”), effective for tax years beginning after December 31, 2022, on the adjusted financial statement income (“AFSI”) of corporations with average AFSI exceeding $1 billion over a three-year testing period. The IRA also introduced an excise tax of one percent on the fair market value of certain public company stock repurchases made after December 31, 2022. Based on the current CAMT guidance available, we will be an “applicable corporation” beginning in 2023, but is not currently expecting to owe any additional tax under the CAMT in 2023.

Outlook

Our 2023 capital program is expected to be approximately $2.0 billion to $2.2 billion. We expect to fund these capital expenditures with our operating cash flow and, if required, cash on hand. We expect to turn-in-line 152 to 165 total net wells in 2023 across our three operating regions. Approximately 49 percent of our drilling and completion capital is expected to be invested in the Permian Basin, 44 percent in the Marcellus Shale and the remaining balance in the Anadarko Basin.

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In 2022, we drilled 285 gross wells (174.6 net) and turned in line 251 gross wells (148.1 net). For the three months ended March 31, 2023, our capital program focused on the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 39.9 net wells and turned in line 48.2 net wells. Our capital program for the remainder of 2023 will focus on execution of our 2023 plan. We allocate our planned program for capital expenditures based on market conditions, return on capital and free cash flow expectations and availability of services and human resources. We will continue to assess the oil and natural gas price environment and may adjust our capital expenditures accordingly.

FINANCIAL CONDITION

Liquidity and Capital Resources

We strive to maintain an adequate liquidity level to address commodity price volatility and risk. Our liquidity requirements consist primarily of our planned capital expenditures, payment of contractual obligations (including debt maturity and interest payments), working capital requirements, dividend payments and share repurchases. Although we have no obligation to do so, we may also from time-to-time refinance or retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise.

Our primary sources of liquidity are cash on hand, net cash provided by operating activities and available borrowing capacity under our revolving credit agreement. Our liquidity requirements are generally funded with cash flows provided by operating activities, together with cash on hand. However, from time to time, our investments may be funded by bank borrowings (including draws on our revolving credit agreement), sales of non-strategic assets, and private or public financing based on our monitoring of capital markets and our balance sheet. Our debt is currently rated as investment grade by the three leading rating agencies, and there are no “rating triggers” in any of our debt agreements that would accelerate the scheduled maturities should our debt rating fall below a certain level. In determining our debt ratings, the agencies consider a number of qualitative and quantitative items including, but not limited to, current commodity prices, our liquidity position, our asset quality and reserve mix, debt levels, cost structure and growth plans. Credit ratings are not recommendations to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. A change in our debt rating could impact our interest rate on any borrowings under our revolving credit agreement and our ability to economically access debt markets in the future and could trigger the requirement to post credit support under various agreements, which could reduce the borrowing capacity under our revolving credit agreement. We believe that, with operating cash flow, cash on hand and availability under our revolving credit agreement, we have the ability to finance our spending plans over the next 12 months and, based on current expectations, for the longer term.

We plan to continue our practice of entering into hedging agreements to reduce the impact of commodity price volatility on our cash flow from operations.

Our working capital is substantially influenced by the variables discussed above and fluctuates based on the timing and amount of borrowings and repayments under our revolving credit agreement, repayments of debt, the timing of cash collections and payments on our trade accounts receivable and payable, respectively, payment of dividends, repurchases of our securities and changes in the fair value of our commodity derivative activity. From time to time, our working capital will reflect a deficit, while at other times it will reflect a surplus. This fluctuation is not unusual. At March 31, 2023 and December 31, 2022, we had a working capital surplus of $796 million and $1.0 billion, respectively. We believe we have adequate liquidity and availability as outlined above to meet our working capital requirements over the next 12 months.

As of March 31, 2023, we had no borrowings outstanding under our revolving credit agreement, our unused commitments were $1.5 billion and we had unrestricted cash on hand of $973 million.

Our revolving credit agreement includes a covenant limiting our borrowing capacity based on our leverage ratio. At March 31, 2023, we were in compliance with all financial and other covenants applicable to our revolving credit facility and senior notes. Refer to Note 3 of the Notes to the Condensed Consolidated Financial Statements, “Debt and Credit Agreements,” for further details regarding our revolving credit agreement.

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, private or public financing based on our monitoring of capital markets and our balance sheet. We also may use a combination of these sources of funds to refinance or retire our outstanding debt through privately negotiated transactions, open market repurchases, redemptions, exchanges, tender offers or otherwise, but we have no obligation to do so.

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Cash Flows

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

	Three Months Ended  March 31,
(In millions)	2023		2022
Cash flows provided by operating activities	$	1,494	$	1,322
Cash flows used in investing activities	(479)		(269)
Cash flows used in financing activities	(715)		(642)
Net increase in cash, cash equivalents and restricted cash	$	300	$	411

Operating Activities. Operating cash flow fluctuations are substantially driven by changes in commodity prices, production volumes and operating expenses. Commodity prices have historically been volatile, primarily as a result of supply and demand for oil and natural gas, pipeline infrastructure constraints, basis differentials, inventory storage levels, seasonal influences and geopolitical, economic and other factors. In addition, fluctuations in cash flow may result in an increase or decrease in our capital expenditures.

Net cash provided by operating activities for the three months ended March 31, 2023 increased by $172 million compared to the same period in 2022. This increase was primarily due to higher cash received on derivative settlements and a larger increase in working capital and other assets and liabilities, partially offset by lower natural gas, oil and NGL revenue and higher operating expenses. The decrease in natural gas, oil and NGL revenue was primarily due to lower realized prices partially offset by slightly higher equivalent production compared to the three months ended March 31, 2022.

Refer to “Results of Operations” below for additional information relative to commodity prices, production and operating expense fluctuations. We are unable to predict future commodity prices and, as a result, cannot provide any assurance about future levels of net cash provided by operating activities.

Investing Activities. Cash flows used in investing activities increased by $210 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily due to $213 million of higher capital expenditures due to our increased capital budget for 2023.

Financing Activities. Cash flows used in financing activities increased by $73 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase in cash flows used in financing activities was primarily due to higher common stock repurchases of $84 million during the three months ended March 31, 2023 compared to 2022. This increase was partially offset by lower dividend payments of $20 million as a result of a decrease in outstanding shares of common stock due to our share repurchase programs, partially offset by an increase in our base-plus-variable dividend rate from $0.56 for the three months ended March 31, 2022 compared to $0.57 for the three months ended March 31, 2023.

Capitalization

Information about our capitalization is as follows:

(In millions)	March 31, 2023			December 31, 2022
Debt (1)	$	2,176		$	2,181
Stockholders' equity	12,643			12,659
Total capitalization	$	14,819		$	14,840
Debt to total capitalization	15		%	15		%
Cash and cash equivalents	$	973		$	673

________________________________________________________

(1)There were no borrowings outstanding under our revolving credit agreement as of March 31, 2023 and December 31, 2022.

Share repurchases. In February 2023, our Board of Directors approved a share repurchase program which authorizes the purchase of up to $2.0 billion of our common stock in the open market or in negotiated transactions.

During the three months ended March 31, 2023 and 2022, we repurchased 11 million shares of our common stock for $268 million under our new share repurchase program and 8 million shares of our common stock for $192 million under our previous share repurchase program, respectively.

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Dividends. In February 2023, our Board of Directors approved an increase in the base quarterly dividend from $0.15 per share to $0.20 per share.

The following table summarizes our dividends on our common stock for each quarter in 2023 and 2022.

	Rate Per Share
	Fixed		Variable		Total		Total Dividends (In millions)
2023
First quarter	$	0.20	$	0.37	$	0.57	$	(438)
2022
First quarter	$	0.15	$	0.41	$	0.56	$	(455)

Capital and Exploration Expenditures

On an annual basis, we generally fund most of our capital expenditures with cash flow provided by operating activities, and, if required, cash on hand and borrowings under our revolving credit agreement. We budget these expenditures based on our projected cash flows for the year.

The following table presents major components of our capital and exploration expenditures:

	Three Months Ended  March 31,
(In millions)	2023		2022
Capital expenditures:
Drilling and facilities	$	523	$	314
Leasehold acquisitions	1		1
Pipeline and gathering	38		8
Other	7		3
	569		326
Exploration expenditures(1)	4		6
	$	573	$	332

________________________________________________________

(1)There were no exploratory dry hole costs for the three months ended March 31, 2023 and 2022.

For the three months ended March 31, 2023, our capital program was focused on the Permian Basin, Marcellus Shale and Anadarko Basin, where we drilled 39.9 net wells and turned in line 48.2 net wells. We expect our 2023 capital program to be approximately $2.0 billion to $2.2 billion. Refer to “Outlook” for additional information regarding the current year drilling program. We will continue to assess the commodity price environment and may adjust our capital expenditures accordingly. 

Contractual Obligations

We have various contractual obligations in the normal course of our operations. There have been no material changes to our contractual obligations described under “Transportation, Processing and Gathering Agreements” and “Lease Commitments” as disclosed in Note 8 of the Notes to the Consolidated Financial Statements and the obligations described under “Contractual Obligations” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Refer to our Form 10-K for further discussion of our critical accounting policies.

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RESULTS OF OPERATIONS

First Three Months of 2023 and 2022 Compared

Operating Revenues

	Three Months Ended March 31,				Variance
(In millions)	2023		2022		Amount		Percent
Operating Revenues
Natural gas	$	822	$	1,111	$	(289)	(26)	%
Oil	615		699		(84)		(12)	%
NGL	177		245		(68)		(28)	%
Gain (loss) on derivative instruments	138		(391)		529		135	%
Other	25		15		10		67	%
	$	1,777	$	1,679	$	98	6	%

Production Revenues

Our production revenues are derived from sales of our oil, natural gas and NGL production. Increases or decreases in our revenues, profitability and future production growth are highly dependent on the commodity prices we receive, which we expect to fluctuate due to supply and demand factors, and the availability of transportation, seasonality and geopolitical, economic and other factors.

Natural Gas Revenues

	Three Months Ended March 31,				Variance				Increase (Decrease) (In millions)
	2023		2022		Amount		Percent
Volume variance (Bcf)	248.1		256.4		(8.3)		(3)	%	$	(36)
Price variance ($/Mcf)	$	3.31	$	4.33	$	(1.02)	(23)	%	(253)
									$	(289)

Natural gas revenues decreased $289 million primarily due to lower natural gas prices and slightly lower production. The lower production is primarily due lower production in the Marcellus Shale, partially offset by a modest increases in the Permian and Anadarko Basins production, all of which are due to the timing our drilling and completion activities.

Oil Revenues

	Three Months Ended March 31,				Variance				Increase (Decrease) (In millions)
	2023		2022		Amount		Percent
Volume variance (MMBbl)	8.3		7.5		0.8		11	%	$	75
Price variance ($/Bbl)	$	74.03	$	93.45	$	(19.42)	(21)	%	(159)
									$	(84)

Oil revenues decreased $84 million primarily due to lower oil prices offset by higher production. The higher production was primarily related to higher Permian Basin production, which aligned with our 2023 drilling and completion program for modest production growth.

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NGL Revenues

	Three Months Ended March 31,				Variance				Increase (Decrease) (In millions)
	2023		2022		Amount		Percent
Volume variance (MMBbl)	7.5		6.5		1.0		15	%	$	38
Price variance ($/Bbl)	$	23.66	$	37.87	$	(14.21)	(38)	%	(106)
									$	(68)

NGL revenues decreased $68 million primarily due to lower NGL prices offset by higher production. The higher production was primarily related to higher Permian Basin production, which aligned with our 2023 drilling and completion program for modest production growth.

Gain (Loss) on Derivative Instruments

Net gains and losses on our derivative instruments are a function of fluctuations in the underlying commodity index prices as compared to the contracted prices and the monthly cash settlements (if any) of the derivative instruments. We have elected not to designate our derivatives as hedging instruments for accounting purposes and, therefore, we do not apply hedge accounting treatment to our derivative instruments. Consequently, changes in the fair value of our derivative instruments and cash settlements are included as a component of operating revenues as either a net gain or loss on derivative instruments. Cash settlements of our contracts are included in cash flows from operating activities in our statement of cash flows.

The following table presents the components of “Gain (loss) on derivative instruments” for the periods indicated:

	Three Months Ended  March 31,
(In millions)	2023		2022
Cash received (paid) on settlement of derivative instruments
Gas contracts	$	99	$	(42)
Oil contracts	1		(129)
Non-cash gain (loss) on derivative instruments
Gas contracts	42		(182)
Oil contracts	(4)		(38)
	$	138	$	(391)

Operating Costs and Expenses

Costs associated with producing oil and natural gas are substantial. Among other factors, some of these costs vary with commodity prices, some trend with the volume and commodity mix, some are a function of the number of wells we own and operate, some depend on the prices charged by service companies, and some fluctuate based on a combination of the foregoing. Our costs for services, labor and supplies have remained high due to on-going demand for those items, and to a lesser extent rising inflation and supply chain disruptions, all of which have affected the cost of our operations throughout 2022. We currently expect these costs to level off and stabilize during 2023.

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The following table reflects our operating costs and expenses for the periods indicated and a discussion of the operating costs and expenses follows.

	Three Months Ended March 31,				Variance				Per BOE
(In millions, except per BOE)	2023		2022		Amount		Percent		2023		2022
Operating Expenses
Direct operations	$	134	$	100	$	34	34	%	$	2.34	$	1.76
Transportation, processing and gathering	236		233		3		1	%	4.13		4.11
Taxes other than income	86		76		10		13	%	1.50		1.34
Exploration	4		6		(2)		(33)	%	0.07		0.11
Depreciation, depletion and amortization	369		360		9		3	%	6.45		6.35
General and administrative	76		107		(31)		(29)	%	1.33		1.89
	$	905	$	882	$	23	3	%

Direct Operations

Direct operations generally consists of costs for labor, equipment, maintenance, saltwater disposal, compression, power, treating and miscellaneous other costs (collectively, “lease operating expense”). Direct operations also includes well workover activity necessary to maintain production from existing wells.

Direct operations expense consisted of lease operating expense and workover expense as follows:

	Three Months Ended March 31,						Per BOE
(In millions, except per BOE)	2023		2022		Variance		2023		2022
Direct Operations
Lease operating expense	$	106	$	82	$	24	$	1.85	$	1.44
Workover expense	28		18		10		0.49		0.32
	$	134	$	100	$	34	$	2.34	$	1.76

Lease operating expense increased primarily due to general higher costs of equipment and field services, along with increased labor costs.

Workover expense increased $10 million primarily due to an increase in workover activities related to maintenance project activities in the Permian Basin and Marcellus Shale resulting in an increase of $5 million and $4 million, respectively, compared to 2022 activities.

Transportation, Processing and Gathering

Transportation, processing and gathering costs principally consist of expenditures to prepare and transport production downstream from the wellhead, including gathering, fuel, and compression and processing costs, which are incurred to extract NGLs from the raw natural gas stream. Gathering costs also include costs associated with operating our gas gathering infrastructure, including operating and maintenance expenses. Costs vary by operating area and will fluctuate with increases or decreases in production volumes, contractual fees, and changes in fuel and compression costs.

Transportation, processing and gathering costs increased $3 million largely due an increase in production in the Permian Basin, and a slight increase in transportation rates in the Marcellus Shale. These increases were partially offset by lower natural gas production in the Marcellus Shale.

Taxes Other Than Income

Taxes other than income consist of production (or severance) taxes, drilling impact fees, 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, drilling impact fees being based on drilling activities and prevailing natural gas prices and ad valorem taxes being based on the value of properties.

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The following table presents taxes other than income for the periods indicated:

	Three Months Ended March 31,
(In millions)	2023			2022			Variance
Taxes Other than Income
Production	$	60		$	63		$	(3)
Drilling impact fees	9			7			2
Ad valorem	16			6			10
Other	1			—			1
	$	86		$	76		$	10
Production taxes as a percentage of production revenue	3.7		%	3.1		%

Taxes other than income increased $10 million. Production taxes represented the majority of our taxes other than income, which decreased primarily due to lower oil and NGL revenues. Drilling impact fees increased primarily due to the timing of wells drilled in the Marcellus Shale. Ad valorem taxes increased primarily due to higher anticipated appraisal values based on 2022 results of operations in the Permian Basin, which is expected to impact 2023 property assessments.

Depreciation, Depletion and Amortization (“DD&A”)

DD&A expense consisted of the following for the periods indicated:

	Three Months Ended March 31,						Per BOE
(In millions, except per BOE)	2023		2022		Variance		2023		2022
DD&A Expense
Depletion	$	337	$	339	$	(2)	$	5.89	$	5.98
Depreciation	17		19		(2)		0.30		0.33
Amortization of unproved properties	12		—		12		0.21		—
Accretion of ARO	3		2		1		0.05		0.04
	$	369	$	360	$	9	$	6.45	$	6.35

Depletion of our producing properties is computed on a field basis using the unit-of-production method under the successful efforts method of accounting. The economic life of each producing property depends upon the estimated proved reserves for that property, 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 developed and 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. An overall lower depletion rate, partially offset by higher production, contributed to the $2 million decrease in depletion expense. The decrease in the depletion rate was due to a decrease in the depletion rate in the Permian Basin due to increased reserves at December 31, 2022, partially offset by an increase in the depletion rate in the Marcellus Shale due to downward reserve revisions in September 2022.

Fixed assets consist primarily of gas gathering facilities, water infrastructure, buildings, vehicles, aircraft, furniture and fixtures and computer equipment and software. These items are recorded at cost and are depreciated on the straight-line method based on expected lives of the individual assets, which range from three to 30 years. Also included in our depreciation expense is the depreciation of the right-of-use asset associated with our finance lease gathering system.

Unproved properties are amortized based on our drilling experience and our expectation of converting our unproved leaseholds to proved properties. The rate of amortization depends on the timing and success of our exploration and development program. Amortization of unproved properties increased $12 million due to the amortization of our unproved properties based on our expectations of converting leases acquired in the merger to held by production. If development of unproved properties is deemed unsuccessful and the properties are abandoned or surrendered, the capitalized costs are expensed in the period the determination is made.

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General and Administrative (“G&A”)

G&A expense consists primarily of salaries and related benefits, stock-based compensation, office rent, legal and consulting fees, systems costs and other administrative costs incurred.

The table below reflects our G&A expense for the periods indicated:

	Three Months Ended March 31,
(In millions)	2023		2022		Variance
G&A Expense
General and administrative expense	$	53	$	53	$	—
Stock-based compensation expense	16		23		(7)
Merger-related expense	7		31		(24)
	$	76	$	107	$	(31)

G&A expense, excluding stock-based compensation and merger-related expenses, did not have individually significant fluctuations.

Stock-based compensation expense will fluctuate based on the grant date fair value of awards, the number of awards, the requisite service period of the awards, estimated employee forfeitures, and the timing of the awards. Stock-based compensation expense decreased $7 million primarily due to the accelerated vesting of employee performance shares in 2022 and a decrease in the Company’s share price as of March 31, 2023 compared to March 31, 2022.

Merger-related expenses decreased $24 million primarily due to $17 million of lower employee-related severance and termination benefits associated with the expected termination of certain employees, which is being accrued over the expected transition period and a decrease of $7 million of transaction-related costs associated with the Merger.

Interest Expense

The table below reflects our interest expense for the periods indicated:

	Three Months Ended March 31,
(In millions)	2023		2022		Variance
Interest Expense
Interest expense	$	20	$	30	$	(10)
Debt premium amortization	(5)		(11)		6
Debt financing costs	1		1		—
Other	1		1		—
	$	17	$	21	$	(4)

Interest expense decreased $10 million primarily due to the repayment of our 6.51% and 5.58% weighted-average private placement senior notes in August 2022 and the redemption of $750 million of the 4.375% senior notes in September and October 2022.

Debt premium amortization decreased $6 million primarily due to the redemption of $750 million of the 4.375% senior notes in September and October 2022.

Interest Income

Interest income increased $12 million due to higher interest rates received on higher cash balances.

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Income Tax Expense

	Three Months Ended March 31,
(In millions)	2023			2022			Variance
Income Tax Expense
Current tax expense	$	172		$	134		$	38
Deferred tax expense	23			36			(13)
	$	195		$	170		$	25
Combined federal and state effective income tax rate	22.4		%	22.0		%

Income tax expense increased $25 million due to higher pre-tax income as well as a slightly higher effective tax rate. The effective tax rate increased for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 due to differences in the non-recurring discrete items recorded during the three months ended March 31, 2023 and 2022.

Forward-Looking Information

This report includes forward-looking statements within the meaning of federal securities laws. All statements, other than statements of historical fact, included in this report are forward-looking statements. Such forward-looking statements include, but are not limited, statements regarding future financial and operating performance and results, the anticipated effects of, and certain other matters related to, the Merger involving Cimarex Energy Co. (“Cimarex”), strategic pursuits and goals, market prices, future hedging and risk management activities, and other statements that are not historical facts contained in or incorporated by reference into this report, are forward-looking statements. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “forecast,” “target,” “predict,” “potential,” “possible,” “may,” “should,” “could,” “would,” “will,” “strategy,” “outlook” and similar expressions are also intended to identify forward-looking statements. We can provide no assurance that the forward-looking statements contained in this report will occur as expected, and actual results may differ materially from those included in this report. Forward-looking statements are based on current expectations and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those included in this report. These risks and uncertainties include, without limitation, the impact of public health crises, including pandemics (such as the coronavirus pandemic) and epidemics and any related company or governmental policies of actions, the risk that our and Cimarex’s businesses will not be integrated successfully, the risk that the cost savings and any other synergies from the Merger involving Cimarex may not be fully realized or may take longer to realize than expected, the availability of cash on hand and other sources of liquidity to fund our capital expenditures, actions by, or disputes among or between, members of OPEC+, market factors, market prices (including geographic basis differentials) of oil and natural gas, impacts of inflation, labor shortages and economic disruption, including as a result of instability in the banking sector, pandemics and geopolitical disruptions such as the war in Ukraine, results of future drilling and marketing activities, future production and costs, legislative and regulatory initiatives, electronic, cyber or physical security breaches and other factors detailed herein and in our other Securities and Exchange Commission (“SEC”) filings. Refer to “Risk Factors” in Item 1A of Part I of our 10-K for additional information about these risks and uncertainties. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investors section of our website (www.coterra.com) to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated into, this report.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are subject to a variety of risks, including market risks associated with changes in commodity prices and interest rate movements on outstanding debt. The following quantitative and qualitative information is provided about financial instruments to which we were party to as of March 31, 2023 and from which we may incur future gains or losses from changes in commodity prices or interest rates.

Commodity Price Risk

Our most significant market risk exposure is pricing applicable to our oil, natural gas and NGL production. Realized prices are mainly driven by the worldwide price for oil and spot market prices for North American natural gas and NGL

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production. These prices have been volatile and unpredictable. To mitigate the volatility in commodity prices, we may enter into derivative instruments to hedge a portion of our production.

Derivative Instruments and Risk Management Activities

Our risk management strategy is designed to reduce the risk of commodity price volatility for our production in the oil and natural gas markets through the use of financial commodity derivatives. A committee that consists of members of senior management oversees our risk management activities. Our financial commodity derivatives generally cover a portion of our production and, while protecting us in the event of price declines, limit the benefit to us in the event of price increases. Further, if any of our counterparties defaulted, this protection might be limited as we might not receive the full benefit of our financial commodity derivatives. Please read the discussion below as well as Note 5 of the Notes to the Consolidated Financial Statements in our Form 10-K for a more detailed discussion of our derivatives.

Periodically, we enter into financial commodity derivatives, including collar, swap and basis swap agreements, to protect against exposure to commodity price declines related to our oil and natural gas production. All of our financial derivatives are used for risk management purposes and are not held for trading purposes. Under the collar agreements, if the index price rises above the ceiling price, we pay the counterparty. If the index price falls below the floor price, the counterparty pays us. Under the swap agreements, we receive a fixed price on a notional quantity of natural gas in exchange for paying a variable price based on a market-based index.

As of March 31, 2023, we had the following outstanding financial commodity derivatives:

							Estimated Value at March 31, 2023 (in millions)
	2023
Natural Gas	Second Quarter		Third Quarter		Fourth Quarter
Waha gas collars							48
Volume (MMBtu)	8,190,000		8,280,000		8,280,000
Weighted average floor ($/MMBtu)	$	3.03	$	3.03	$	3.03
Weighted average ceiling ($/MMBtu)	$	5.39	$	5.39	$	5.39
NYMEX collars							133
Volume (MMBtu)	31,850,000		32,200,000		29,150,000
Weighted average floor ($/MMBtu)	$	4.07	$	4.07	$	4.03
Weighted average ceiling ($/MMBtu)	$	6.78	$	6.78	$	6.61
							$	181

				Estimated Value at March 31, 2023 (in millions)
	2023
Oil		Second Quarter
WTI oil collars				$	4
Volume (MBbl)		1,365
Weighted average floor ($/Bbl)		$	70.00
Weighted average ceiling ($/Bbl)		$	116.03
WTI Midland oil basis swaps				(1)
Volume (MBbl)		1,365
Weighted average differential ($/Bbl)		$	0.63
				$	3

The amounts set forth in the tables above represent our total unrealized derivative position at March 31, 2023 and exclude the impact of non-performance risk. Non-performance risk is considered in the fair value of our derivative instruments that are recorded in our Condensed Consolidated Financial Statements and is primarily evaluated by reviewing credit default swap spreads for the various financial institutions with which we have derivative contracts, while our non-performance risk is evaluated using a market credit spread provided by several of our banks.

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In April 2023, the Company entered into the following financial commodity derivatives:

	2023
Oil	Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)	910		920		920
Weighted average floor ($/Bbl)	$	65.00	$	65.00	$	65.00
Weighted average ceiling ($/Bbl)	$	89.66	$	89.66	$	89.66
WTI Midland oil basis swaps
Volume (MBbl)	910		920		920
Weighted average differential ($/Bbl)	$	1.01	$	1.01	$	1.01

A significant portion of our expected oil and natural gas production for the remainder of 2023 and beyond is currently unhedged and directly exposed to the volatility in oil and natural gas prices, whether favorable or unfavorable.

During the three months ended March 31, 2023, natural gas collars with floor prices ranging from $3.00 to $7.50 per MMBtu and ceiling prices ranging from $4.55 to $13.08 per MMBtu covered 60.3 Bcf, or 24 percent of natural gas production at a weighted-average price of $4.97 per MMBtu.

During the three months ended March 31, 2023, oil collars with floor prices ranging from $65.00 to $80.00 per Bbl and ceiling prices ranging from $113.05 to $118.30 per Bbl covered 1.4 MMBbls, or 16 percent, of oil production at a weighted-average price of $70.00 per Bbl. Oil basis swaps covered 1.4 MMBbls, or 16 percent, of oil production at a weighted-average price of $0.63 per Bbl.

We are exposed to market risk on financial commodity derivative instruments to the extent of changes in market prices of oil and natural gas. However, the market risk exposure on these derivative contracts is generally offset by the gain or loss recognized upon the ultimate sale of the commodity. Although notional contract amounts are used to express the volume of oil and natural gas agreements, the amounts that can be subject to credit risk in the event of non-performance by third parties are substantially smaller. Our counterparties are primarily commercial banks and financial service institutions that our management believes present minimal credit risk and our derivative contracts are with multiple counterparties to minimize our exposure to any individual counterparty. We perform both quantitative and qualitative assessments of these counterparties based on their credit ratings and credit default swap rates where applicable. We have not incurred any losses related to non-performance risk of our counterparties and we do not anticipate any material impact on our financial results due to non-performance by third parties. However, we cannot be certain that we will not experience such losses in the future.

Interest Rate Risk

At March 31, 2023, we had total debt of $2.2 billion (with a principal amount of $2.1 billion). All of our outstanding debt is based on fixed interest rates and, as a result, we do not have significant exposure to movements in market interest rates with respect to such debt. Our revolving credit agreement provides for variable interest rate borrowings; however, we did not have any borrowings outstanding as of March 31, 2023 and, therefore, no related exposure to interest rate risk.

Fair Value of Other Financial Instruments

The estimated fair value of other financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash, cash equivalents and restricted cash approximate fair value due to the short-term maturities of these instruments.

The fair value of our senior notes is based on quoted market prices. We use available market data and valuation methodologies to estimate the fair value of our private placement senior notes. The fair value of the private placement senior notes is the estimated amount we would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is our default or repayment risk. The credit spread (premium or discount) is determined by comparing our senior notes and revolving credit agreement to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The fair value of the private placement senior notes is based on interest rates currently available to us.

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The carrying amount and fair value of debt is as follow:

	March 31, 2023				December 31, 2022
(In millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	2,176	$	1,985	$	2,181	$	1,955

ITEM 4. Controls and Procedures

As of March 31, 2023, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance with respect to the recording, processing, summarizing and reporting, within the time periods specified in the Commission’s rules and forms, of information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

There were no changes in the Company’s internal control over financial reporting that occurred during the first quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Legal Matters

The information set forth under the heading “Legal Matters” in Note 7 of the Notes to Condensed Consolidated Financial Statements included in this Form 10-Q is incorporated by reference in response to this item.

Environmental Matters

From time to time, we receive notices of violation from governmental and regulatory authorities in areas in which we operate relating to alleged violations of environmental statutes or the rules and regulations promulgated thereunder. Although we cannot predict with certainty whether these notices of violation will result in fines, penalties or both, if fines or penalties are imposed, they may result in monetary sanctions, individually or in the aggregate, in excess of $300,000.

ITEM 1A. Risk Factors

For additional information about the risk factors that affect us, see Item 1A of Part I of our Form 10-K.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchase activity during the quarter ended March 31, 2023 was as follows:

Period	Total Number of Shares Purchased (In thousands)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (In thousands) (1)	Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (In millions)
January 2023	—	$	—	—	$	—
February 2023	293	$	24.83	293	$	1,993
March 2023	10,707	$	24.35	10,707	$	1,732
Total	11,000			11,000

________________________________________________________

(1)In February 2023, our Board of Directors approved a new share repurchase program which authorizes us to purchase up to $2.0 billion of our common stock.

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ITEM 6. Exhibits

Index to Exhibits

Exhibit Number	Description
3.1	Restated Certificate of Incorporation of Coterra Energy Inc. (incorporated herein by reference to Exhibit 3.3 of Coterra's Current Report on Form 8-K filed with the SEC on October 1, 2021).
3.2	Amended and Restated Bylaws of Coterra Energy Inc. (incorporated herein by reference to Exhibit 3.4 of Coterra’s Current Report on Form 8-K filed with the SEC on October 1, 2021).
4.1	Certificate of Designations to 8 1⁄8% Series A Cumulative Perpetual Convertible Preferred Stock of Cimarex Energy Co. (incorporated herein by reference to Exhibit 4.3 of Coterra’s Annual Report on Form 10-K filed with the SEC on March 1, 2022).
4.2	Amendment to Certificate of Designations to 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Cimarex Energy Co. (incorporated herein by reference to Exhibit 4.4 of Coterra’s Annual Report on Form 10-K filed with the SEC on March 1, 2022).
4.3	Amendment to Certificate of Designations to 8 1/8% Series A Cumulative Perpetual Convertible Preferred Stock of Cimarex Energy Co. (incorporated herein by reference to Exhibit 4.3 of Coterra’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022).
10.1*	Cabot Oil & Gas Corporation 2014 Incentive Plan (incorporated herein by reference to Exhibit 10.1 of Coterra’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014)
	(a) Form of Restricted Stock Unit Award Agreement (officers);
	(b) Form of Performance Share Award Agreement (continuing officers);
	(c) Form of Performance Share Award Agreement (transitioning officers).
10.2*	Coterra Energy Inc. 2023 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of Coterra’s Current Report on Form 8-K filed with the SEC on May 4, 2023).
	(a) Form of Non-Employee Director Restricted Stock Unit Award Agreement;
	(b) Form of Restricted Stock Unit Award Agreement;
	(c) Form of Performance Stock Unit Award Agreement;
10.3*	Non-Employee Director Deferred Compensation Plan effective May 4, 2023
	(a) Form of Non-Employee Director Deferred Restricted Stock Unit Award Agreement (Annual Fees);
	(b) Form of Non-Employee Director Deferred Restricted Stock Unit Award Agreement (Annual RSU Grant).
10.4*	Form of Executive Severance Compensation Agreement between Coterra Energy Inc. and certain officers
31.1	302 Certification — Chairman, President and Chief Executive Officer.
31.2	302 Certification — Executive Vice President and Chief Financial Officer.
32.1	906 Certification.
101.INS	Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.

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Exhibit Number	Description
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_______________________________________________________________________________.

*Compensatory plan, contract or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COTERRA ENERGY INC.
	(Registrant)
May 5, 2023	By:	/s/ THOMAS E. JORDEN
		Thomas E. Jorden
		Chairman, Chief Executive Officer and President
		(Principal Executive Officer)
May 5, 2023	By:	/s/ SCOTT C. SCHROEDER
		Scott C. Schroeder
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
May 5, 2023	By:	/s/ TODD M. ROEMER
		Todd M. Roemer
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

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EX-10.1A

Exhibit 10.1(a)

COTERRA ENERGY INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Agreement”), made and entered into by and between Coterra Energy Inc. (the “Company”) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ] (the “Employee”), is dated as of [ grant date ] (the “Date of Grant”).

This Agreement is expressly subject to the terms and provisions of the Cabot Oil and Gas Corporation 2014 Incentive Plan (the “Plan”). In the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. All undefined capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Restricted Stock Unit Award. As an additional incentive and inducement to the Employee to remain in the employment of the Company or any of its Subsidiaries, and to devote his or her best efforts to the business and affairs of the Company, the Company hereby awards to the Employee Restricted Stock Units representing the right to receive [ number of shares granted ] shares of Company common stock, par value $0.10 per share (the “Common Stock”), upon the terms and conditions hereinafter set forth (the “Restricted Stock Units”).

2.Terms of Award. Subject to the terms and provisions of this Agreement, the Restricted Stock Units shall vest 100% on January 31, 2026 (“Vesting Date”), provided, however, that the Employee remain continuously employed by the Company or a Subsidiary from the Date of Grant through and including the Vesting Date. Any fractional shares shall be rounded up to the next whole share (not to exceed the total number of Restricted Stock Units granted under this Agreement). The period from the Date of Grant until the Vesting Date shall be referred to herein as the “Period of Restrictions.” During the Period of Restrictions, the Restricted Stock Units shall be subject to the transfer restrictions described in this Agreement.

3.Issuance of Shares. If the Employee has been continuously employed by the Company or a Subsidiary through the Vesting Date (except as provided in Section 4 or Section 6), then the Company shall issue to the Employee the number of shares of Common Stock equal to the number of Restricted Stock Units, after being reduced by the number of shares of Common Stock with a Fair Market Value equal to the amount the Company is required by any governmental authority to withhold for tax purposes with respect to the vesting of the Restricted Stock Units.

4.Termination of Employment. Except as otherwise provided in this Section 4 or Section 6, if the Employee’s employment with the Company or a Subsidiary is terminated for any reason prior to the Vesting Date, the Restricted Stock Units shall be immediately forfeited unless otherwise determined by the Committee. In the case of termination of employment by retirement (as defined in the retirement policy of the Company in effect on the Date of Grant with respect to Employee, as such retirement policy may be revised but in no event in a manner that is less favorable to Employee, or as may be approved by the Committee (the “Retirement Policy”), if applicable to the Employee), the Restricted

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Stock Units shall be forfeited or vest and be settled, as applicable, in accordance with the terms of the Retirement Policy. The foregoing notwithstanding, in the case of the Employee’s termination of employment by reason of death or disability the Restricted Stock Units shall become fully vested.

5.Voting Rights and Dividend Equivalents. Until shares of Common Stock are issued in settlement thereof, the Employee may not exercise voting rights with respect to the Restricted Stock Units. When the Company delivers the shares of Common Stock pursuant to Section 3, Section 4 or Section 6, the Company shall also pay to the Employee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding from the Date of Grant until the date shares of Common Stock are delivered to the Employee. The dividend equivalent payment pursuant to this Section 5 shall be paid without interest or earnings and will be subject to the payment of applicable withholding taxes. No dividend equivalent payments will be made with respect to Restricted Stock Units that do not vest pursuant to this Agreement.

6.Change in Control. Upon either a Change in Control (as defined below) or the Company’s ceasing to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction, in each case prior to the Vesting Date, subject to the Employee remaining continuously employed by the Company or a Subsidiary through such date, the Employee shall vest in 100% of the Restricted Stock Units immediately prior to the Change in Control or business combination or other extraordinary transaction. If the Company ceases to have publicly traded Common Stock, then instead of any share of Common Stock that would otherwise be issued there shall instead be paid an amount of cash equal to the value of the consideration received by the shareholder of the Company in respect of a share of Common Stock in connection with the Change in Control or business combination or other extraordinary transaction.

A “Change in Control” shall mean:

i.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 35% or more of either (1) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (I), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (iv) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (III) of this definition; or

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ii.Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

iii.Consummation of (1) a reorganization, merger or consolidation involving the Company or involving the issuance of shares of Common Stock of the Company, (2) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or (3) a sale or other disposition of all or substantially all of the assets of the Company (any such transaction described in the immediately preceding clause (1), (2) or (3) being a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common equity of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation, or the similar managing body of a non-corporate entity, resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

iv.Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than a liquidation or dissolution in connection with a transaction to which subsection (III) applies.

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7.Transferability. The Restricted Stock Units are not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise during the Period of Restrictions, except as provided in the Plan. If any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, then the Employees’ right to the Restricted Stock Units shall immediately cease and terminate.

8.Employment at Will. This Agreement is not an employment agreement and shall not confer upon the Employee any right to continuation of employment by the Company. Nothing contained herein shall be construed as creating any employment relationship other than one at will nor shall this Agreement interfere in any way with the Company’s, right to terminate Employee’s employment at any time.

9.Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Employee and the successors and assigns of the Company. In no event shall Restricted Stock Units granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.

10.Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Employee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Employee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

11.Shareholder Status. The Employee shall have no rights of a shareholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Employee.

12.Controlling Agreement. This Agreement shall supersede and control over any other agreement between the Company and the Employee, whether entered previously or entered subsequent to the date hereof, related to the Restricted Stock Units awarded hereunder; provided, however, that this Agreement shall be read together with any Retirement Policy, if applicable, subject to Section 13.

13.Section 409A. The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance

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shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Any Restricted Stock Units that are deferred compensation subject to Section 409A and that settle on account of termination of employment shall be settled only once a “separation from service” within the meaning of Treasury Regulation § 1.409A‑1(h) has occurred. If the Employee is a “specified employee” as defined in Section 409A on the date on which the Employee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Restricted Stock Units settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the fifteenth business day following the expiration of six months from the Employee’s separation from service, (2) the date of the Employee’s death, or (3) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

14.Miscellaneous.

a.With the approval of the Board of Directors, the Committee may terminate, amend or modify the Plan; provided, however, that no such termination, amendment or modification of the Plan may in any material way adversely affect the Employee’s rights under this Agreement.

b.This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

c.This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto cause this Restricted Stock Unit Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

/s/ Christopher H. Clason

By: Christopher H. Clason

Title: Senior Vice President and

Chief Human Resources Officer

Employee:

[ Participant Name ]

Signature Page to Restricted Stock Unit Award Agreement

EX-10.1B

Exhibit 10.1(b)

COTERRA ENERGY INC.

PERFORMANCE SHARE AWARD AGREEMENT

This Performance Share Award Agreement (the “Agreement”), made and entered into by and between Coterra Energy Inc. (the “Company”) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ] (the “Employee”), is dated as of [ grant date ] (the “Date of Grant”).

This Agreement is expressly subject to the terms and provisions of the Cabot Oil and Gas Corporation 2014 Incentive Plan (the “Plan”). In the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. All undefined capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Performance Share Award. As an additional incentive and inducement to the Employee to remain in the employment of the Company or any of its Subsidiaries, and to devote his or her best efforts to the business and affairs of the Company, the Company hereby awards to the Employee a Performance Award of [ number of shares granted ] performance shares (the “Performance Shares”) upon the terms and conditions hereinafter set forth.

2.Performance Period. The performance period for the Performance Shares subject to this Agreement shall be the period beginning February 1, 2023 and ending January 31, 2026 (the “Performance Period”).

3.Terms of Award. Each Performance Share represents the right to receive, after the end of the Performance Period and based on the Company’s performance, the aggregate of from 0% to 200% of the Fair Market Value of a share of Coterra Energy Inc. Common Stock, par value $0.10 per share (“Common Stock”), payable in shares of Common Stock and, if applicable, cash. The number of shares of Common Stock and amount of cash, if any, to be issued or paid with respect to a Performance Share at the end of the Performance Period shall be determined based upon the Company’s achievement of performance criteria established by the Compensation Committee (the “Committee”) of the Board of Directors for the Performance Period as set forth below (the “Performance Criteria”). Each Performance Share shall be payable up to 100% in Common Stock of the Company and, to the extent that the percentage of a Performance Share earned at the end of the Performance Period exceeds 100%, in cash equal to the Fair Market Value of a share of Common Stock. Cash will also be paid in lieu of the issuance of fractional shares of Common Stock.

The Performance Criteria that determine the number of shares of Common Stock (and cash, if applicable) of the Company issued or paid per Performance Share (the “Performance Shares Earned”) is the relative Total Shareholder Return (as defined below) on the Company’s Common Stock as compared to the Total Shareholder Return on the common equity of each company in the Peer Group (as defined below). “Total Shareholder Return (“TSR”)” shall be expressed as the percentage increase in the average daily closing share price for the last month of the Performance Period plus total dividends paid over the Performance Period on a cumulative, reinvested basis, over the average daily closing share price for the first month of the Performance

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Period. The “Peer Group” is the group of companies set forth on Exhibit A hereto. If during the Performance Period any member of the Peer Group ceases to exist or ceases to have publicly traded common stock as the result of a business combination or other transaction, the Committee may select a replacement company, which shall be included in the Peer Group as of February 1, 2023, instead of the replaced member. If during the Performance Period any member of the Peer Group (i) declares bankruptcy, or (ii) is delisted and ceases to be traded on a national securities exchange, then it will remain in the Performance Peer Group and shall be ranked with any similarly-situated company in last place for purposes of this Section 3.

After the end of the Performance Period, the companies in the Peer Group will be arranged by their respective TSR (highest to lowest), excluding the Company. The Company’s percentile rank will be interpolated between the company with the next highest TSR and the company with the next lowest TSR, based on the differential between the Company’s TSR and the TSR of such companies. The Performance Shares Earned for such period, and the Common Stock issued and cash paid with respect to each Performance Share, shall be determined using the following scale:

Payout Level	Relative TSR Performance (Percentile Rank v. Peers)	Performance Shares Earned
Maximum	≥90th percentile	200%
Target	55th percentile	100%
Threshold	≥30th percentile	50%
<Threshold	<30th percentile	0%

Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is negative, then the Performance Shares Earned, as calculated in the above table, shall not exceed 100% of the Performance Shares, regardless of the Company’s actual percentile ranking in the Peer Group. For example: If (a) Company TSR for the Performance Period is -14% and (b) Company relative TSR performance is in the 75th percentile the Performance Shares Earned would be capped at 100%.

4. Certification and Issuance of Shares. No later than the thirtieth business day following the close of the Performance Period, the Committee shall determine, in writing, the extent to which the Performance Criteria have been met and the amount to be distributed with respect to a Performance Share as provided in Section 3 hereof and the Company shall issue or pay to the Employee the appropriate number of shares of Common Stock and cash as soon as administratively practicable following such Committee determination, but in no event later than March 15, 2026, provided the Employee has been continuously employed with the Company or one of its Subsidiaries during the Performance Period (except as provided in Section 5 and Section 7). The Committee has sole and absolute authority and discretion to determine the amount to be distributed with respect to Performance Shares. The determination of the Committee shall be binding and conclusive

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on the Employee. Notwithstanding anything in this Agreement to the contrary, the Employee shall not be entitled to any Common Stock or cash with respect to the Performance Shares unless and until the Committee determines and certifies the extent to which the Performance Criteria have been met. The number of shares of Common Stock issued shall be reduced by the number of shares of Common Stock equal in value to the amount the Company is required by any governmental authority to withhold for tax purposes with respect to the payment of the Performance Shares.

5. Termination of Employment. Except as otherwise provided in this Section 5 or Section 7, if the Employee’s employment with the Company or a Subsidiary is terminated for any reason prior to the completion of the Performance Period, the Performance Shares shall be immediately forfeited unless otherwise determined by the Committee. In the case of termination of employment by retirement (as defined in the retirement policy of the Company in effect on the Date of Grant with respect to Employee, as such retirement policy may be revised but in no event in a manner that is less favorable to Employee, or as may be approved by the Committee (the “Retirement Policy”), if applicable to the Employee and this Agreement), the Performance Shares shall be forfeited or vest and be settled, as applicable, in accordance with the terms of the Retirement Policy. In the case of the termination of employment by reason of death or disability, the Performance Period shall be deemed complete and the Employee shall be deemed to have earned the Performance Shares as calculated in Section 3 above, based on the Company’s relative placement in the Peer Group as of the last day of the month in which the death or disability occurred, without any proration by reason of the shortened Performance Period.

6. Dividend Equivalents. At the same time that the Company delivers the shares of Common Stock pursuant to Section 4, Section 5 or Section 7, the Company shall also pay to the Employee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Performance Shares Earned had such share been outstanding from the Date of Grant until the date shares of Common Stock and cash, if applicable, are delivered to the Employee. The dividend equivalent payment pursuant to this Section 6 shall be paid without interest or earnings and will be subject to the payment of applicable withholding taxes. No dividend equivalent payments will be made with respect to Performance Shares that do not vest pursuant to this Agreement.

7. Change in Control. Upon either a Change in Control (as defined below) or the Company’s ceasing to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction (either to be known as a “Corporate Event”), in each case prior to the completion of the Performance Period, subject to the Employee remaining continuously employed by the Company or a Subsidiary through such date, the Performance Period shall be deemed complete immediately prior to the Change in Control or business combination or other extraordinary transaction and the Employee shall vest in the Performance Shares as calculated in Section 3 above based on Company Relative Placement as of the last day of the month prior to the month in which the Corporate Event occurred, without any proration by reason of the shortened Performance Period.

Total Shareholder Return at termination of the Performance Period shall be the greater of (i) the result determined under Section 3 above or (ii) the result determined under Section 3

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above substituting for the Company average stock price for the last month of the Performance Period the value of consideration per share of such Common Stock received by a shareholder of the Company in connection with the Corporate Event (the “Deemed Share Value”).

If the Corporate Event also meets the requirements of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended and the related regulations and guidance (collectively, “Section 409A”), then the shares of Common Stock and cash earned (if any) shall be issued to the Employee as provided in Section 4, except that if the Company ceases to have publicly traded Common Stock, then, instead of any share of Common Stock that would otherwise be issued, there shall instead be paid a single lump-sum payment of cash in the amount equal to the aggregate of the Deemed Share Value for each full and fractional share to which the Employee is entitled.

In all other cases, any benefits to which the Employee becomes entitled by operation of this Section 7 shall be payable (i) on the date on which payment would otherwise have been made had the Performance Period ended as originally scheduled pursuant to Section 2 and (ii) in the form of a single lump-sum payment. Unless the Committee directs otherwise in advance of the Corporate Event, the payment shall be made in cash and shall be in an amount equal to the sum of (1) the aggregate of the Deemed Share Value on the date of the Corporate Event for each full and fractional share to which the Employee is entitled, plus (2) interest compounded monthly from the date of the Corporate Event to the date of payment at the prime interest rate set forth in the Wall Street Journal (or, if such publication ceases to exist, a published interest rate from a source approved by the Committee, in its sole discretion), as adjusted from time to time.

A “Change in Control” shall mean:

i.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 35% or more of either (1) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (I), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (iv) any acquisition by any entity pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (III) of this definition; or

ii.Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of

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the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

iii.Consummation of (1) a reorganization, merger or consolidation involving the Company or involving the issuance of shares of Common Stock of the Company, (2) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or (3) a sale or other disposition of all or substantially all of the assets of the Company (any such transaction described in the immediately preceding clause (1), (2) or (3) being a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common equity of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation, or the similar managing body of a non-corporate entity, resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

iv.Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than a liquidation or dissolution in connection with a transaction to which subsection (III) applies.

8. Transferability. The Performance Shares are not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise during the Performance Period, except as provided in the Plan. If any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Performance Shares shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the

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Performance Shares, then the Employees’ right to the Performance Shares shall immediately cease and terminate.

9. Employment at Will. This Agreement is not an employment agreement and shall not confer upon the Employee any right to continuation of employment by the Company. Nothing contained herein shall be construed as creating any employment relationship other than one at will nor shall this Agreement interfere in any way with the Company’s right to terminate Employee’s employment at any time.

10. Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Employee and the successors and assigns of the Company. In no event shall Performance Shares granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.

11. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Employee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Employee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

12. Shareholder Status. The Employee shall have no rights of a shareholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Employee.

13. Controlling Agreement. This Agreement shall supersede and control over any other agreement between the Company and the Employee, whether entered previously or entered subsequent to the date hereof, related to the Performance Shares awarded hereunder; provided, however, that this Agreement shall be read together with any Retirement Policy, if applicable, subject to Section 14.

14. Section 409A. The Performance Shares granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Any Performance Shares that are deferred compensation subject to Section 409A and that settle on account of termination of employment shall be settled only once a “separation from service”

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within the meaning of Treasury Regulation § 1.409A‑1(h) has occurred. If the Employee is a “specified employee” as defined in Section 409A on the date on which the Employee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Performance Shares settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the fifteenth business day following the expiration of six months from the Employee’s separation from service, (2) the date of the Employee’s death, or (3) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

15. Miscellaneous.

a.With the approval of the Board of Directors, the Committee may terminate, amend or modify the Plan; provided, however, that no such termination, amendment or modification of the Plan may in any material way adversely affect the Employee’s rights under this Agreement.

b.This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

c.This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto cause this Performance Share Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

/s/ Christopher H. Clason

By: Christopher H. Clason

Title: Senior Vice President and

Chief Human Resources Officer

Employee:

[ Participant Name ]

Signature Page to Performance Share Award Agreement

EXHIBIT A

PEER GROUP

[Peer Group to be reviewed and updated prior to each grant]

A-1

EX-10.1C

Exhibit 10.1(c)

COTERRA ENERGY INC.

PERFORMANCE SHARE AWARD AGREEMENT

This Performance Share Award Agreement (the “Agreement”), made and entered into by and between Coterra Energy Inc. (the “Company”) with its principal office at 840 Gessner Road, Suite 1400, Houston, Texas 77024 and [ Participant Name ] (the “Employee”), is dated as of [ grant date ] (the “Date of Grant”).

This Agreement is expressly subject to the terms and provisions of the Cabot Oil and Gas Corporation 2014 Incentive Plan (the “Plan”). In the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. All undefined capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Performance Share Award. As an additional incentive and inducement to the Employee to remain in the employment of the Company or any of its Subsidiaries, and to devote his or her best efforts to the business and affairs of the Company, the Company hereby awards to the Employee a Performance Award of [ number of shares granted ] performance shares (the “Performance Shares”) upon the terms and conditions hereinafter set forth.

2.Performance Period. The performance period for the Performance Shares subject to this Agreement shall be the period beginning February 1, 2023 and ending January 31, 2026 (the “Performance Period”).

3.Terms of Award. Each Performance Share represents the right to receive, after the end of the Performance Period and based on the Company’s performance, the aggregate of from 0% to 200% of the Fair Market Value of a share of Coterra Energy Inc. Common Stock, par value $0.10 per share (“Common Stock”), payable in shares of Common Stock and, if applicable, cash. The number of shares of Common Stock and amount of cash, if any, to be issued or paid with respect to a Performance Share at the end of the Performance Period shall be determined based upon the Company’s achievement of performance criteria established by the Compensation Committee (the “Committee”) of the Board of Directors for the Performance Period as set forth below (the “Performance Criteria”). Each Performance Share shall be payable up to 100% in Common Stock of the Company and, to the extent that the percentage of a Performance Share earned at the end of the Performance Period exceeds 100%, in cash equal to the Fair Market Value of a share of Common Stock. Cash will also be paid in lieu of the issuance of fractional shares of Common Stock.

The Performance Criteria that determine the number of shares of Common Stock (and cash, if applicable) of the Company issued or paid per Performance Share (the “Performance Shares Earned”) is the relative Total Shareholder Return (as defined below) on the Company’s Common Stock as compared to the Total Shareholder Return on the common equity of each company in the Peer Group (as defined below). “Total Shareholder Return (“TSR”)” shall be expressed as the percentage increase in the average daily closing share price for the last month of the Performance Period plus total dividends paid over the Performance Period on a cumulative, reinvested basis, over the average daily closing share price for the first month of the Performance

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Period. The “Peer Group” is the group of companies set forth on Exhibit A hereto. If during the Performance Period any member of the Peer Group ceases to exist or ceases to have publicly traded common stock as the result of a business combination or other transaction, the Committee may select a replacement company, which shall be included in the Peer Group as of February 1, 2023, instead of the replaced member. If during the Performance Period any member of the Peer Group (i) declares bankruptcy, or (ii) is delisted and ceases to be traded on a national securities exchange, then it will remain in the Performance Peer Group and shall be ranked with any similarly-situated company in last place for purposes of this Section 3.

After the end of the Performance Period, the companies in the Peer Group will be arranged by their respective TSR (highest to lowest), excluding the Company. The Company’s percentile rank will be interpolated between the company with the next highest TSR and the company with the next lowest TSR, based on the differential between the Company’s TSR and the TSR of such companies. The Performance Shares Earned for such period, and the Common Stock issued and cash paid with respect to each Performance Share, shall be determined using the following scale:

Payout Level	Relative TSR Performance (Percentile Rank v. Peers)	Performance Shares Earned
Maximum	≥90th percentile	200%
Target	55th percentile	100%
Threshold	≥30th percentile	50%
<Threshold	<30th percentile	0%

Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is negative, then the Performance Shares Earned, as calculated in the above table, shall not exceed 100% of the Performance Shares, regardless of the Company’s actual percentile ranking in the Peer Group. For example: If (a) Company TSR for the Performance Period is -14% and (b) Company relative TSR performance is in the 75th percentile the Performance Shares Earned would be capped at 100%.

4. Certification and Issuance of Shares. No later than the thirtieth business day following the close of the Performance Period, the Committee shall determine, in writing, the extent to which the Performance Criteria have been met and the amount to be distributed with respect to a Performance Share as provided in Section 3 hereof and the Company shall issue or pay to the Employee the appropriate number of shares of Common Stock and cash as soon as administratively practicable following such Committee determination, but in no event later than March 15, 2026, provided the Employee has been continuously employed with the Company or one of its Subsidiaries during the Performance Period (except as provided in Section 5 and Section 7). The Committee has sole and absolute authority and discretion to determine the amount to be distributed with respect to

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Performance Shares. The determination of the Committee shall be binding and conclusive on the Employee. Notwithstanding anything in this Agreement to the contrary, the Employee shall not be entitled to any Common Stock or cash with respect to the Performance Shares unless and until the Committee determines and certifies the extent to which the Performance Criteria have been met. The number of shares of Common Stock issued shall be reduced by the number of shares of Common Stock equal in value to the amount the Company is required by any governmental authority to withhold for tax purposes with respect to the payment of the Performance Shares.

5. Termination of Employment. Except as otherwise provided in this Section 5 or Section 7, if the Employee’s employment with the Company or a Subsidiary is terminated for any reason prior to the completion of the Performance Period, the Performance Shares shall be immediately forfeited unless otherwise determined by the Committee. Notwithstanding anything to the contrary in the retirement policy of the Company in effect on the Date of Grant with respect to Employee, as such retirement policy may be revised (the “Retirement Policy”), in the case of termination of employment by retirement, a pro-rata portion of the Performance Shares determined by dividing the number of days remaining in the Performance Period on the date of termination by retirement by the total number of days in the Performance Period shall be forfeited and the remainder shall vest and be settled, as applicable, in accordance with the terms of this Agreement as if such employment continued through the end of the Performance Period, provided that Employee remains an employee of the Company until at least September 1, 2023. In the case of the termination of employment by reason of death or disability, the Performance Period shall be deemed complete and the Employee shall be deemed to have earned the Performance Shares (including any Performance Shares that remain outstanding following Employee’s retirement pursuant to Section 5) as calculated in Section 3 above, based on the Company’s relative placement in the Peer Group as of the last day of the month in which the death or disability occurred, without any proration by reason of the shortened Performance Period.

6. Dividend Equivalents. At the same time that the Company delivers the shares of Common Stock pursuant to Section 4, Section 5 or Section 7, the Company shall also pay to the Employee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Performance Shares Earned had such share been outstanding from the Date of Grant until the date shares of Common Stock and cash, if applicable, are delivered to the Employee. The dividend equivalent payment pursuant to this Section 6 shall be paid without interest or earnings and will be subject to the payment of applicable withholding taxes. No dividend equivalent payments will be made with respect to Performance Shares that do not vest pursuant to this Agreement.

7. Change in Control. Upon either a Change in Control (as defined below) or the Company’s ceasing to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction (either to be known as a “Corporate Event”), in each case prior to the completion of the Performance Period, subject, except as provided in Section 5 with respect to the Employee’s termination of employment by retirement, to the Employee remaining continuously employed by the Company or a Subsidiary through such date, the Performance Period shall be deemed complete immediately prior to the Change in Control or business combination or other

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extraordinary transaction and the Employee shall vest in the Performance Shares (including any Performance Shares that remain outstanding following Employee’s retirement pursuant to Section 5) as calculated in Section 3 above based on Company Relative Placement as of the last day of the month prior to the month in which the Corporate Event occurred, without any proration by reason of the shortened Performance Period.

Total Shareholder Return at termination of the Performance Period shall be the greater of (i) the result determined under Section 3 above or (ii) the result determined under Section 3 above substituting for the Company average stock price for the last month of the Performance Period the value of consideration per share of such Common Stock received by a shareholder of the Company in connection with the Corporate Event (the “Deemed Share Value”).

If the Corporate Event also meets the requirements of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended and the related regulations and guidance (collectively, “Section 409A”), then the shares of Common Stock and cash earned (if any) shall be issued to the Employee as provided in Section 4, except that if the Company ceases to have publicly traded Common Stock, then, instead of any share of Common Stock that would otherwise be issued, there shall instead be paid a single lump-sum payment of cash in the amount equal to the aggregate of the Deemed Share Value for each full and fractional share to which the Employee is entitled.

In all other cases, any benefits to which the Employee becomes entitled by operation of this Section 7 shall be payable (i) on the date on which payment would otherwise have been made had the Performance Period ended as originally scheduled pursuant to Section 2 and (ii) in the form of a single lump-sum payment. Unless the Committee directs otherwise in advance of the Corporate Event, the payment shall be made in cash and shall be in an amount equal to the sum of (1) the aggregate of the Deemed Share Value on the date of the Corporate Event for each full and fractional share to which the Employee is entitled, plus (2) interest compounded monthly from the date of the Corporate Event to the date of payment at the prime interest rate set forth in the Wall Street Journal (or, if such publication ceases to exist, a published interest rate from a source approved by the Committee, in its sole discretion), as adjusted from time to time.

A “Change in Control” shall mean:

i.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 35% or more of either (1) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (I), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (iv) any acquisition by any entity pursuant to a

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transaction which complies with clauses (1), (2) and (3) of subsection (III) of this definition; or

ii.Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

iii.Consummation of (1) a reorganization, merger or consolidation involving the Company or involving the issuance of shares of Common Stock of the Company, (2) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or (3) a sale or other disposition of all or substantially all of the assets of the Company (any such transaction described in the immediately preceding clause (1), (2) or (3) being a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common equity of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation, or the similar managing body of a non-corporate entity, resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

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iv.Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, other than a liquidation or dissolution in connection with a transaction to which subsection (III) applies.

8. Transferability. The Performance Shares are not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise during the Performance Period, except as provided in the Plan. If any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Performance Shares shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Performance Shares, then the Employees’ right to the Performance Shares shall immediately cease and terminate.

9. Employment at Will. This Agreement is not an employment agreement and shall not confer upon the Employee any right to continuation of employment by the Company. Nothing contained herein shall be construed as creating any employment relationship other than one at will nor shall this Agreement interfere in any way with the Company’s right to terminate Employee’s employment at any time.

10. Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Employee and the successors and assigns of the Company. In no event shall Performance Shares granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order.

11. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Employee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Employee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

12. Shareholder Status. The Employee shall have no rights of a shareholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Employee.

13. Controlling Agreement. This Agreement shall supersede and control over any other agreement between the Company and the Employee, whether entered previously or entered subsequent to the date hereof, related to the Performance Shares awarded hereunder; provided, however, that this Agreement shall be read together with any Retirement Policy, if applicable, subject to Section 14.

14. Section 409A. The Performance Shares granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such

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intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Any Performance Shares that are deferred compensation subject to Section 409A and that settle on account of termination of employment shall be settled only once a “separation from service” within the meaning of Treasury Regulation § 1.409A‑1(h) has occurred. If the Employee is a “specified employee” as defined in Section 409A on the date on which the Employee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Performance Shares settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the fifteenth business day following the expiration of six months from the Employee’s separation from service, (2) the date of the Employee’s death, or (3) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

15. Miscellaneous.

a.With the approval of the Board of Directors, the Committee may terminate, amend or modify the Plan; provided, however, that no such termination, amendment or modification of the Plan may in any material way adversely affect the Employee’s rights under this Agreement.

b.This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

c.This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

7

IN WITNESS WHEREOF, the parties hereto cause this Performance Share Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

/s/ Christopher H. Clason

By: Christopher H. Clason

Title: Senior Vice President and

Chief Human Resources Officer

Employee:

[ Participant Name ]

Signature Page to Performance Share Award Agreement

EXHIBIT A

PEER GROUP

[Peer Group to be reviewed and updated prior to each grant]

A-1

EX-10.2A

Exhibit 10.2(a)

COTERRA ENERGY INC.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Restricted Stock Units. Effective as of the Grant Date, the Company has awarded to the Grantee Restricted Stock Units representing the right to receive a total of [ number of shares granted ] shares of Common Stock, subject to the terms and conditions set forth below and in the Plan (the “Restricted Stock Units”).

2.Vesting. Subject to the terms and provisions of this Agreement, the Restricted Stock Units shall vest 100% on the earlier of (a) [_____], provided that the Grantee is serving as a member of the Board of Directors of the Company or a Subsidiary on such date or (b) the termination of the Grantee’s service on the Board (other than by removal in accordance with the Company’s Bylaws), including termination on account of death or disability. If the Grantee is removed from service on the Board in accordance with the Company’s Bylaws, the Restricted Stock Units will be forfeited. The period from the Grant Date until the date on which the Restricted Stock Units vest pursuant to this Section 2 shall be referred to herein as the “Period of Restrictions.” During the Period of Restrictions, the Restricted Stock Units shall be subject to the restrictions described in this Agreement.

3.Issuance of Shares; Taxes. The Company shall issue to the Grantee (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Grantee or depositing shares for the Grantee’s benefit with any broker with which the Grantee has an account or relationship or the Company has engaged to provide such services under the Plan) shares of Common Stock in settlement of the Restricted Stock Units as soon as administratively practicable following the date on which the Restricted Stock Units vest, but in no event later than March 15th of the calendar year following such date. The Grantee is responsible to pay all required taxes associated with the Restricted Stock Units (including in connection with the issuance of the shares of Common Stock, the subsequent sale of the shares or Common Stock and the receipt of dividend equivalents or dividends, if any).

4.Dividend Equivalents. At the same time that the Company deliversshares of Common Stock pursuant to Section 3, the Company shall also pay to the Grantee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding from the Grant Date until the date the ownership of such shares of Common Stock are delivered to the Grantee. The dividend equivalent payment pursuant to this Section 4 shall be paid without interest or earnings. No dividend equivalent payments will be made with respect to Restricted Stock Units that do not vest pursuant to this Agreement.

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5.Transferability. The Restricted Stock Units are not transferable by the Grantee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the ownership of such shares of Common Stock has been transferred to the Grantee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, then the Grantee’s right to the Restricted Stock Units shall immediately cease and terminate.

6.Beneficiary Designations. The Grantee shall file with the Corporate Secretary of the Company on such form as may be prescribed by the Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom shares of Common Stock otherwise due the Grantee under the terms of this Agreement shall be distributed in the event of the death of the Grantee. The Grantee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become effective until received in writing by the Corporate Secretary of the Company or in such form as may be prescribed by the Company. If any designated Beneficiary survives the Grantee but dies after the Grantee’s death, any remaining benefits due such deceased Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time of the Grantee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Grantee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Grantee’s estate. If one or more but not all the Beneficiaries have predeceased such Grantee, the benefits under this Agreement shall be paid according to the Grantee’s instructions in his or her designation of Beneficiaries. If the Grantee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative or executor of Grantee’s estate.

7.Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Grantee and the successors and assigns of the Company. In no event shall Restricted Stock Units granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Grantee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in accordance with the terms of the Plan.

8.Restrictions on Delivery of Shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock.

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9.Rights as a Stockholder. The Grantee (or Beneficiary) shall have no rights of a stockholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Grantee.

10.Adjustments. As provided in Section 8.1 (Adjustments) of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 8.1 of the Plan.

11.Notice. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be:

a.delivered personally to the following address:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

or

b. sent by first class mail, postage prepaid and addressed as follows:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400 Houston, Texas 77024

Any notice or other communication to the Grantee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Grantee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address.

12. Amendment. Without the consent of the Grantee, this Agreement may be amended or supplemented (a) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (b) to add to the covenants and agreements of the Company for the benefit of Grantee or to add to the rights of the Grantee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required approval of the Company’s stockholders and, provided, in each case, that such changes or corrections shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee’s consent, or (c) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws.

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13. Grantee Service; No Future Awards. Nothing contained in this Agreement, and no action of the Company or the Administrator with respect hereto, shall confer or be construed to confer on the Grantee any right to continue as a director of the Company or any Subsidiary. This grant of Restricted Stock Units is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

14. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Grantee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Grantee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

15. Section 409A. The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. If the Grantee is a “specified employee” as defined in Section 409A on the date on which the Grantee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Restricted Stock Units settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (a) the fifteenth business day following the expiration of six months from the Grantee’s separation from service, (b) the date of the Grantee’s death, or (c) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

16. Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include the Plan (a copy of which has been made available to Grantee) and any Exhibits and Schedules that may be appended hereto. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan. The headings of the Sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

17. Relationship to the Plan. In addition to the terms and conditions described in this Agreement, grants of Restricted Stock Units are subject to all other applicable provisions of the Plan. The decisions of the Board or the Administrator with respect to questions

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arising as to the interpretation of the Plan, or this Agreement and as to finding of fact, shall be final, conclusive and binding.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto cause this Non-Employee Director Restricted Stock Unit Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

By:

Name:

Title:

Grantee:

By:

[ Participant Name ]

Signature Page to Non-Employee Director Restricted Stock Unit Award Agreement

EX-10.2B

Exhibit 10.2(b)

COTERRA ENERGY INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”).

This Agreement is expressly subject to the terms and provisions of the Plan. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Restricted Stock Units. As an additional incentive and inducement to the Employee to remain in the employment of the Company or any of its Subsidiaries, and to devote his or her best efforts to the business and affairs of the Company, effective as of the Grant Date, the Company has awarded to the Employee Restricted Stock Units representing the right to receive a total of [ number of shares granted ] shares of Common Stock, subject to the terms and conditions set forth below and in the Plan (the “Restricted Stock Units”).

2.Terms of Award. Subject to the terms and provisions of this Agreement, the Restricted Stock Units shall vest 100% on [_________] (the “Vesting Date”), provided that the Employee remain continuously employed by the Company or a Subsidiary from the Grant Date through and including the Vesting Date. Any fractional shares shall be rounded up to the next whole share (not to exceed the total number of Restricted Stock Units granted under this Agreement). The period from the Grant Date until the Vesting Date shall be referred to herein as the “Period of Restrictions.” During the Period of Restrictions, the Restricted Stock Units shall be subject to the restrictions described in this Agreement.

3.Issuance of Shares. As soon as practicable and, in any event, no later than sixty (60) days following the Vesting Date, or, if earlier, the date the Restricted Stock Units become vested pursuant to Section 4 or Section 6, the Company shall issue to the Employee (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Employee or depositing such shares for the Employee’s benefit with any broker with which the Employee has an account relationship or the Company has engaged to provide such services under the Plan) the number of shares of Common Stock equal to the number of vested Restricted Stock Units, after being reduced by the number of shares of Common Stock with a Fair Market Value equal to the amount the Company is required by any governmental authority to withhold for tax purposes with respect to the vesting of the Restricted Stock Units.

4.Termination of Employment. Except as otherwise provided in this Section 4 or Section 6, if the Employee’s employment with the Company or a Subsidiary is terminated for any reason prior to the Vesting Date, the Restricted Stock Units shall be immediately forfeited unless otherwise determined by the Administrator. In the case of termination of employment by retirement (as defined in the retirement policy of the Company in effect on the Grant Date with respect to Employee, as such retirement policy may be revised but

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in no event in a manner that is less favorable to Employee, or as may be approved by the Administrator (the “Retirement Policy”), if applicable to the Employee and this Agreement), the Restricted Stock Units shall be forfeited or vest and be settled, as applicable, in accordance with the terms of the Retirement Policy. In the case of the Employee’s termination of employment by reason of death or Disability, the Restricted Stock Units shall become fully vested.

5.Dividend Equivalents. At the same time that the Company delivers shares of Common Stock pursuant to Section 3, the Company shall also pay to the Employee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding from the Grant Date until the date the ownership of such shares of Common Stock are delivered to the Employee. The dividend equivalent payment pursuant to this Section 5 shall be paid without interest or earnings and will be subject to the payment of applicable withholding taxes. No dividend equivalent payments will be made with respect to Restricted Stock Units that do not vest pursuant to this Agreement.

6.Change in Control. Upon either a Change in Control or the Company’s ceasing to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction, in each case prior to the Vesting Date, subject to the Employee remaining continuously employed by the Company or a Subsidiary through such date, the Employee shall vest in 100% of the Restricted Stock Units immediately prior to the Change in Control or business combination or other extraordinary transaction. If the Company ceases to have publicly traded Common Stock, then instead of any share of Common Stock that would otherwise be issued there shall instead be paid an amount of cash equal to the value of the consideration received by the stockholders of the Company in respect of a share of Common Stock in connection with the Change in Control or business combination or other extraordinary transaction.

7.Transferability. The Restricted Stock Units are not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the ownership of such shares of Common Stock has been transferred to the Employee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, then the Employee’s right to the Restricted Stock Units shall immediately cease and terminate.

8.Beneficiary Designations. The Employee shall file with the Corporate Secretary of the Company on such form as may be prescribed by the Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom shares of Common Stock otherwise due the Employee under the terms of this Agreement shall be distributed in the event of the death of the Employee. The Employee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become effective until received in writing by the Corporate Secretary of the Company or in such form as may be prescribed by the Company. If any designated Beneficiary survives the Employee but dies after the Employee’s death, any remaining benefits due such deceased

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Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time of the Employee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Employee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Employee’s estate. If one or more but not all of the Beneficiaries have predeceased such Employee, the benefits under this Agreement shall be paid according to the Employee’s instructions in his or her designation of Beneficiaries. If the Employee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative or executor of Employee’s estate.

9.Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Employee and the successors and assigns of the Company. In no event shall Restricted Stock Units granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in accordance with the terms of the Plan.

10.Restrictions on Delivery of Shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock.

11.Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Employee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Employee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

12.Rights as a Stockholder. The Employee (or Beneficiary) shall have no rights of a stockholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Employee.

13.Adjustments. As provided in Section 8.1 (Adjustments) of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 8.1 of the Plan.

14.Controlling Agreement. This Agreement shall supersede and control over any other agreement between the Company and the Employee, whether entered previously or

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entered subsequent to the date hereof, related to the Restricted Stock Units awarded hereunder; provided, however, that this Agreement shall be read together with any Retirement Policy, if applicable, subject to Section 18 and, provided, further, that, in the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. The decisions of the Board or the Administrator with respect to questions arising as to the interpretation of the Plan, or this Agreement and as to finding of fact, shall be final, conclusive and binding.

15.Notice. Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be:

a.delivered personally to the following address:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

or

b. sent by first class mail, postage prepaid and addressed as follows:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

Any notice or other communication to the Employee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Employee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Employee of a change of address.

16. Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (a) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (b) to add to the covenants and agreements of the Company for the benefit of Employee or to add to the rights of the Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required approval of the Company’s stockholders and, provided, in each case, that such changes or corrections shall not adversely affect the rights of Employee with respect to the Award evidenced hereby without the Employee’s consent, or (c) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws.

17. Employment at Will; No Future Awards. This Agreement is not an employment agreement and shall not confer upon the Employee any right to continuation of employment by the Company. Nothing contained in this Agreement, and no action of the Company or the Administrator with respect hereto, shall be construed as creating any

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employment relationship other than one at will nor shall this Agreement interfere in any way with the Company’s right to terminate Employee’s employment at any time. This grant of Restricted Stock Units is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

18. Section 409A. The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Any Restricted Stock Units that are deferred compensation subject to Section 409A and that settle on account of termination of employment shall be settled only once a “separation from service” within the meaning of Treasury Regulation § 1.409A‑1(h) has occurred. If the Employee is a “specified employee” as defined in Section 409A on the date on which the Employee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any Restricted Stock Units settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the fifteenth business day following the expiration of six months from the Employee’s separation from service, (2) the date of the Employee’s death, or (3) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

19. Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include the Plan (a copy of which has been made available to Employee) and any Exhibits and Schedules that may be appended hereto. The headings of the Sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

5

IN WITNESS WHEREOF, the parties hereto cause this Restricted Stock Unit Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

By:

Name:

Title:

Employee:

By:

[ Participant Name ]

Signature Page to Restricted Stock Unit Award Agreement

EX-10.2C

Exhibit 10.2(c)

COTERRA ENERGY INC.

PERFORMANCE STOCK UNIT AWARD AGREEMENT

This Performance Stock Unit Award Agreement (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Employee”), pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”).

This Agreement is expressly subject to the terms and provisions of the Plan. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Performance Stock Units. As an additional incentive and inducement to the Employee to remain in the employment of the Company or any of its Subsidiaries, and to devote his or her best efforts to the business and affairs of the Company, effective as of the Grant Date, the Company has awarded to the Employee Performance Stock Units representing the right to receive [ number of shares granted ] shares of Common Stock and cash, subject to the terms and conditions set forth below and in the Plan (the “PSUs”).

2.Performance Period. The performance period for the PSUs subject to this Agreement shall be the period beginning [_____] and ending [_____] (the “Performance Period”).

3.Terms of Award. Each PSU represents the right to receive, after the end of the Performance Period and based on the Company’s performance, the aggregate of from 0% to 200% of the Fair Market Value of a share of Common Stock, payable in shares of Common Stock and, if applicable, cash. The number of shares of Common Stock and amount of cash, if any, to be issued or paid with respect to a PSU at the end of the Performance Period shall be determined based upon the Company’s achievement of performance criteria established by the Compensation Committee (the “Committee”) of the Board for the Performance Period as set forth below (the “Performance Criteria”). Each PSU shall be payable up to 100% (Target Payout Level set forth below) in Common Stock and, to the extent that the percentage of a PSU earned at the end of the Performance Period exceeds 100% (Target Payout Level), in cash equal to the Fair Market Value of a share of Common Stock. Cash will also be paid in lieu of the issuance of fractional shares of Common Stock.

The Performance Criteria that determine the number of shares of Common Stock (and cash, if applicable) of the Company issued or paid per PSU (the “PSUs Earned”) is the relative Total Shareholder Return (as defined below) on the Company’s Common Stock as compared to the Total Shareholder Return on the common equity of each company in the Peer Group (as defined below). “Total Shareholder Return (“TSR”)” shall be expressed as the percentage increase in the average daily closing share price for the last month of the Performance Period plus total dividends paid over the Performance Period on a cumulative, reinvested basis, over the average daily closing share price for the first month of the Performance Period. The “Peer Group” is the group of companies set forth on Exhibit A hereto. If during the Performance Period any member of the Peer Group ceases to exist or ceases to have publicly traded common stock as the result of a business combination or other

1

transaction, the Committee may select a replacement company, which shall be included in the Peer Group as of [____], instead of the replaced member. If during the Performance Period any member of the Peer Group (i) declares bankruptcy, or (ii) is delisted and ceases to be traded on a national securities exchange, then it will remain in the Performance Peer Group and shall be ranked with any similarly-situated company in last place for purposes of this Section 3.

After the end of the Performance Period, the companies in the Peer Group will be arranged by their respective TSR (highest to lowest), excluding the Company. The Company’s percentile rank will be interpolated between the company with the next highest TSR and the company with the next lowest TSR, based on the differential between the Company’s TSR and the TSR of such companies. The PSUs Earned for such period, and the Common Stock issued and cash paid with respect to each PSU, shall be determined using the following scale:

Payout Level	Relative TSR Performance (Percentile Rank v. Peers)	PSUs Earned
Maximum	≥90th percentile	200%
Target	55th percentile	100%
Threshold	≥30th percentile	50%
<Threshold	<30th percentile	0%

Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is negative, then the PSUs Earned, as calculated in the above table, shall not exceed 100% (the Target Payout Level) of the PSUs, regardless of the Company’s actual percentile ranking in the Peer Group. For example: If (a) Company TSR for the Performance Period is -14% and (b) Company relative TSR performance is in the 75th percentile the PSUs Earned would be capped at 100% (the Target Payout Level).

4. Certification and Issuance of Shares. No later than the thirtieth business day following the close of the Performance Period (as such Performance Period may be deemed complete as provided in Section 5 or Section 7), the Committee shall determine, in writing, the extent to which the Performance Criteria have been met and the amount to be distributed with respect to a PSU as provided in Section 3 and, if applicable, Section 5 or Section 7. Except as otherwise provided in Section 7(a) or Section 7(b), the Company shall issue or pay to the Employee the appropriate number of shares of Common Stock and cash as soon as administratively practicable following such Committee determination, but in no event later than March 15 of the year following, (i) for PSUs that are earned at the end of the Performance Period as originally scheduled pursuant to Section 2 or that are earned pursuant to Section 7 and payable pursuant to Section 7(b),

2

the year in which the Performance Period, as originally scheduled pursuant to Section 2, ends; (ii) for PSUs that are earned in connection with the Employee’s termination of employment by reason of death or Disability pursuant to Section 5, the year in which Employee’s termination of employment by reason of death or Disability occurs; and (iii) for PSUs that are earned pursuant to Section 7 and payable pursuant to Section 7(a), the year in which the Corporate Event occurs, in each case, provided the Employee has been continuously employed with the Company or one of its Subsidiaries during the Performance Period or until such time as is required by Section 5 or Section 7, as applicable. Shares of Common Stock shall be issued either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Employee or depositing such shares for the Employee’s benefit with any broker with which the Employee has an account relationship or the Company has engaged to provide such services under the Plan. The Committee has sole and absolute authority and discretion to determine the amount to be distributed with respect to PSUs. The determination of the Committee shall be binding and conclusive on the Employee. Notwithstanding anything in this Agreement to the contrary, the Employee shall not be entitled to any Common Stock or cash with respect to the PSUs unless and until the Committee determines and certifies the extent to which the Performance Criteria have been met. The number of shares of Common Stock issued shall be reduced by the number of shares of Common Stock equal in value to the amount the Company is required by any governmental authority to withhold for tax purposes with respect to the payment of the PSUs.

5. Termination of Employment. Except as otherwise provided in this Section 5 or Section 7, if the Employee’s employment with the Company or a Subsidiary is terminated for any reason prior to the completion of the Performance Period, the PSUs shall be immediately forfeited unless otherwise determined by the Administrator. In the case of termination of employment by retirement (as defined in the retirement policy of the Company in effect on the Grant Date with respect to Employee, as such retirement policy may be revised but in no event in a manner that is less favorable to Employee, or as may be approved by the Administrator (the “Retirement Policy”), if applicable to the Employee and this Agreement), the PSUs shall be forfeited or vest and be settled, as applicable, in accordance with the terms of the Retirement Policy. In the case of the Employee’s termination of employment by reason of death or Disability, the Performance Period shall be deemed complete and the Employee shall be deemed to have earned the PSUs as calculated in Section 3 above, based on the Company’s relative placement in the Peer Group as of the last day of the month in which the death or disability occurred, without any proration by reason of the shortened Performance Period.

6. Dividend Equivalents. At the same time that the Company delivers shares of Common Stock pursuant to Section 4, Section 5 or Section 7, as applicable, the Company shall also pay to the Employee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the PSUs Earned had such share been outstanding from the Grant Date until the date the ownership of such shares of Common Stock and cash, if applicable, are delivered to the Employee. The dividend equivalent payment pursuant to this Section 6 shall be paid without interest or earnings and will be subject to the payment of applicable withholding taxes. No dividend equivalent payments will be made with respect to PSUs that do not vest pursuant to this Agreement.

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7. Change in Control. Upon either a Change in Control or the Company’s ceasing to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction (any of the foregoing, including a Change in Control, to be known as a “Corporate Event”), in each case prior to the completion of the Performance Period, subject to the Employee remaining continuously employed by the Company or a Subsidiary through such date, the Performance Period shall be deemed complete immediately prior to the Corporate Event and the Employee shall vest in the PSUs as calculated in Section 3 above based on Company’s relative placement in the Peer Group as of the last day of the month prior to the month in which the Corporate Event occurred, without any proration by reason of the shortened Performance Period.

Total Shareholder Return at termination of the Performance Period shall be the greater of (i) the result determined under Section 3 above or (ii) the result determined under Section 3 above substituting for the Company average stock price for the last month of the Performance Period the value of consideration per share of such Common Stock received by a shareholder of the Company in connection with the Corporate Event (the “Deemed Share Value”).

a.If (i) the amounts payable hereunder are not subject to Section 409A of the Internal Revenue Code of 1986, as amended and the related regulations and guidance (collectively, “Section 409A”) or (ii) the amounts payable hereunder are subject to Section 409A and the Corporate Event also meets the requirements of Section 409A(a)(2)(A)(v), then the shares of Common Stock and cash earned (if any) shall be issued to the Employee as provided in Section 4, except that if the Company ceases to have publicly traded Common Stock, then, instead of any share of Common Stock that would otherwise be issued, there shall instead be paid a single lump-sum payment of cash in the amount equal to the aggregate of the Deemed Share Value for each full and fractional share to which the Employee is entitled.

b.If the amounts payable hereunder are subject to Section 409A and the Corporate Event does not meet the requirements of Section 409A(a)(2)(A)(v), any benefits to which the Employee becomes entitled by operation of this Section 7 shall be payable (i) on the date on which payment would otherwise have been made had the Performance Period ended as originally scheduled pursuant to Section 2 and (ii) in the form of a single lump-sum payment. Unless the Administrator directs otherwise in advance of the Corporate Event, the payment shall be made in cash and shall be in an amount equal to the sum of (1) the aggregate of the Deemed Share Value on the date of the Corporate Event for each full and fractional share to which the Employee is entitled, plus (2) interest compounded monthly from the date of the Corporate Event to the date of payment at the prime interest rate set forth in the Wall Street Journal (or, if such publication ceases to exist, a published interest rate from a source approved by the Administrator, in its sole discretion), as adjusted from time to time.

8. Transferability. The PSUs are not transferable by the Employee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the ownership of such shares of Common Stock has been transferred to the Employee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the PSUs shall be made, or if any attachment,

4

execution, garnishment, or lien shall be issued against or placed upon the PSUs, then the Employee’s right to the PSUs shall immediately cease and terminate.

9. Beneficiary Designations. The Employee shall file with the Corporate Secretary of the Company on such form as may be prescribed by the Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom shares of Common Stock and cash, if applicable, otherwise due the Employee under the terms of this Agreement shall be distributed in the event of the death of the Employee. The Employee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become effective until received in writing by the Corporate Secretary of the Company or in such form as may be prescribed by the Company. If any designated Beneficiary survives the Employee but dies after the Employee’s death, any remaining benefits due such deceased Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time of the Employee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Employee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Employee’s estate. If one or more but not all of the Beneficiaries have predeceased such Employee, the benefits under this Agreement shall be paid according to the Employee’s instructions in his or her designation of Beneficiaries. If the Employee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative or executor of Employee’s estate.

10. Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Employee and the successors and assigns of the Company. In no event shall PSUs granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Employee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in accordance with the terms of the Plan.

11. Restrictions on Delivery of Shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock.

12. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Employee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Employee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

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13. Rights as a Stockholder. The Employee (or Beneficiary) shall have no rights of a stockholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Employee.

14. Adjustments. As provided in Section 8.1 (Adjustments) of the Plan, certain adjustments may be made to the PSUs upon the occurrence of events or circumstances described in Section 8.1 of the Plan.

15. Controlling Agreement. This Agreement shall supersede and control over any other agreement between the Company and the Employee, whether entered previously or entered subsequent to the date hereof, related to the PSUs awarded hereunder; provided, however, that this Agreement shall be read together with any Retirement Policy, if applicable, subject to Section 19 and, provided, further, that, in the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. The decisions of the Board or the Administrator with respect to questions arising as to the interpretation of the Plan, or this Agreement and as to finding of fact, shall be final, conclusive and binding.

16. Notice. Unless the Company notifies the Employee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be:

a.delivered personally to the following address:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

             or

b. sent by first class mail, postage prepaid and addressed as follows:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

Any notice or other communication to the Employee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Employee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Employee of a change of address.

17. Amendment. Without the consent of the Employee, this Agreement may be amended or supplemented (a) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (b) to add to the covenants and agreements of the Company for the benefit of Employee or to add to the rights of the Employee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required approval of the Company’s stockholders and, provided, in each case, that such changes or corrections

6

shall not adversely affect the rights of Employee with respect to the Award evidenced hereby without the Employee’s consent, or (c) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws.

18. Employment at Will; No Future Awards. This Agreement is not an employment agreement and shall not confer upon the Employee any right to continuation of employment by the Company. Nothing contained in this Agreement, and no action of the Company or the Administrator with respect hereto, shall be construed as creating any employment relationship other than one at will nor shall this Agreement interfere in any way with the Company’s right to terminate Employee’s employment at any time. This grant of PSUs is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

19. Section 409A. The PSUs granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. Any PSUs that are deferred compensation subject to Section 409A and that settle on account of termination of employment shall be settled only once a “separation from service” within the meaning of Treasury Regulation § 1.409A‑1(h) has occurred. If the Employee is a “specified employee” as defined in Section 409A on the date on which the Employee has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A‑1(h), any PSUs settled on account of a separation from service that are deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the fifteenth business day following the expiration of six months from the Employee’s separation from service, (2) the date of the Employee’s death, or (3) such earlier date as complies with the requirements of Section 409A. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

20. Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include the Plan (a copy of which has been made available to Employee) and any Exhibits and Schedules that may be appended hereto. The headings of the Sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

[signature page follows]

7

IN WITNESS WHEREOF, the parties hereto cause this Performance Stock Unit Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

By:

Name:

Title:

Employee:

By:

[ Participant Name ]

Signature Page to Non-Employee Director Restricted Stock Unit Award Agreement

EXHIBIT A

PEER GROUP

[Peer Group to be reviewed and updated prior to each grant]

A-1

EX-10.3

Exhibit 10.3

COTERRA ENERGY INC.

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

(As Amended and Restated effective as of May 4, 2023)

WHEREAS, effective as of December 21, 2012, Coterra Energy Inc., formerly known as Cabot Oil & Gas Corporation (the “Company”), established the Cabot Oil & Gas Corporation Non-employee Deferred Compensation Plan (the “Original Plan”) to provide its non-employee directors the opportunity to defer the receipt of cash compensation;

WHEREAS, effective as of December 15, 2022, the Company amended and restated the Original Plan to clarify certain provisions of the Original Plan and provide for the deferral of equity compensation (as amended, the “First Amended and Restated Plan”); and

WHEREAS, effective as of May 4, 2023 and subject to the approval by the Company’s stockholders of the Coterra Inc. 2023 Equity Incentive Plan, the Company desires to amend and restate the First Amended and Restated Plan to clarify certain provisions of the First Amended and Restated Plan.

NOW, THEREFORE, effective as of May 4, 2023, the First Amended and Restated Plan is hereby amended and restated as follows:

1.COVERAGE OF PLAN

This Non-employee Director Deferred Compensation Plan is maintained by Coterra Energy Inc., a Delaware corporation, as a sub-plan of the Incentive Plan (as defined below) for the purpose of providing its non-employee directors the opportunity to defer the receipt of cash compensation and equity compensation otherwise payable to such directors in accordance with the terms set forth herein.

2. DEFINITIONS

2.1 “Annual Fees” means the annual cash retainer earned by a Participant during a Plan Year for such Participant’s service on the Board, including in cash payments for serving as a Board committee chair or lead outside director.

2.2 “Annual Fees Election” means a written election on a form provided by the Company, filed with the Company in accordance with Section 3.1, pursuant to which an Eligible Director may elect to forfeit 25%, 50%, 75% or 100% of the Eligible Director’s Annual Fees and instead receive Restricted Stock Units under the Incentive Plan whose grant date value is equal to the amount of Annual Fees which the Participant would otherwise have received had no Annual Fees Election been made.

2.3 “Annual RSU Grant” means the annual equity award granted to a participant during a Plan Year for such Participant’s service on the Board.

2.4 “Annual RSU Grant Election” means a written election on a form provided by the Company, filed with the Company in accordance with Section 3.2, pursuant to which an Eligible Director may elect to forfeit 25%, 50%, 75% or 100% of the Eligible Director’s Annual RSU Grant under the Incentive Plan.

2.5 “Board” means the Board of Directors of the Company.

2.6 “Code” means the Internal Revenue Code of 1986, as amended.

2.7 “Committee” means the Board or, if the Board so determines, a committee appointed by the Board to administer the Plan.

2.8 “Common Stock” has the meaning set forth in the Incentive Plan.

2.9 “Company” means Coterra Energy Inc., a Delaware corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.

2.10 “Deferral Elections” means the Participant’s written election to defer a portion of his or her Annual Fees or Annual RSU Grants pursuant to Article 3.

2.11 “Eligible Director” means the members of the Board who are not employees of the Company or any of its subsidiaries

2.12 “Fair Market Value” has the meaning set forth in the Incentive Plan.

2.13 “Fee Payment Date” means any date as of which a Participant’s Annual Fees deferred pursuant to this Plan would have otherwise been paid.

2.14 “Incentive Plan” means the Coterra Energy Inc. 2023 Equity Incentive Plan, as amended, and any successor plan that provides for the issuance of equity-based awards to Eligible Directors.

2.15 “New Eligible Director” means a member of the Board who, during any Plan Year, first becomes an Eligible Director.

2.16 “Participant” means each Eligible Director who has made a Deferral Election.

2.17 “Plan” means the Coterra Energy Inc. Non-employee Director Deferred Compensation Plan, amended and restated as set forth herein, and as may be further amended from time to time.

2.18 “Plan Year” means the calendar year.

2.19 “Restricted Stock Unit” has the meaning set forth in the Incentive Plan.

2.20 “Restricted Stock Unit Agreement” means the Award Agreement (as defined in the Incentive Plan) governing the grant of Restricted Stock Units, in respect of the portion of the Annual Fees and Annual RSU Grant, as applicable, deferred by an Eligible Director in accordance with Article 3, with terms substantially similar to the forms set forth and attached as Exhibit A (for Annual Fees deferred) and Exhibit B (for Annual RSU Grants deferred).

2.21 “Section 409A” means section 409A of the Code and any Treasury Regulations promulgated under, or other administrative guidance issued with respect to, such Code section, as applicable to the Plan at the relevant time.

3. DEFERRAL ELECTIONS

3.1 Annual Fees Elections. An Election shall be made on the form acceptable to the Committee for the purpose of deferring Annual Fees. Each Eligible Director, by filing an Annual Fees Election at the time and in the form described in this Article 3, shall have the right to defer all or any portion of the Annual Fees that he or she otherwise would be entitled to receive and instead receive a grant of Restricted Stock Units under the Incentive Plan as of the applicable Fee Payment Date. To the extent any Annual Fees are deferred, the Participant will receive as of the applicable Fee Payment Date a number of Restricted Stock Units equal to the amount of Annual Fees deferred that would have been paid on such Fee Payment Date divided by the Fair Market Value per share of Common Stock on the Fee Payment Date; provided, however, that no fractional Restricted Stock Units shall be granted. The Annual Fees of such Eligible Director for a Plan Year shall be reduced in an amount equal to the portion of such compensation deferred by such Eligible Director for the Plan Year pursuant to the Eligible Director’s Annual Fees Election. Such reduction shall be effected by reducing the payment of Annual Fees by the percentage specified in the Annual Fees Election. Any Restricted Stock Units received by a Participant pursuant to an Annual Fees Election under this Article 3 shall be governed by and subject to the terms and conditions of the Restricted Stock Unit Agreement, substantially similar to the form attached hereto as Exhibit A, and the Incentive Plan.

3.2 Annual RSU Grant Elections. An Election shall be made on the form acceptable to the Committee for the purpose of deferring Annual RSU Grants. Each Eligible Director, by filing an Annual RSU Grant Election at the time and in the form described in this Article 3, shall have the right to defer all or any portion of the Annual RSU Grants that he or she otherwise would be entitled to receive under the Incentive Plan. To the extent all or any portion of the Annual RSU Grant is deferred, the Participant will receive as of the applicable Annual RSU Grant Date a number of Restricted Stock Units equal to the portion of the Annual RSU Grant deferred that would have been granted pursuant to an award agreement evidencing the Annual RSU Grant; provided, however, that no fractional Restricted Stock Units shall be granted. The number of Restricted Stock Units granted pursuant to an award agreement evidencing the Annual RSU Grant shall be reduced by an amount equal to the portion of such Annual RSU Grant deferred by such Eligible Director for the Plan Year pursuant to the Eligible Director’s Annual RSU Grant Election. Such reduction shall be effected by reducing the number of Restricted Stock Units granted pursuant to an award agreement evidencing the Annual RSU Grant by the percentage specified in the Annual RSU Grant Election; provided, however, that no fractional Restricted Stock Units shall be granted. Any Restricted Stock Units granted to a Participant pursuant to an Annual RSU Grant Election under this Article 3 shall be governed by and subject to the terms and

conditions of the Restricted Stock Unit Agreement, substantially similar to the form attached hereto as Exhibit B, and the Incentive Plan.

3.3 Filing of Deferral Election. Except as provided in Section 3.4, no Deferral Election shall be effective with respect to Annual Fees or Annual RSU Grants unless it is filed with the Company on or before the close of business on December 31 of the Plan Year preceding the Plan Year to which the Deferral Election applies. A Deferral Election described in the preceding sentence shall become irrevocable on December 31 of the Plan Year preceding the Plan Year to which the Deferral Election applies.

3.4 Filing of a Deferral Election by New Eligible Directors. Notwithstanding Section 3.3, a New Eligible Director may make a Deferral Election for the performance of services in the Plan Year in which the New Eligible Director becomes a New Eligible Director, beginning with the next following payment of any Annual Fees or Annual RSU Grant after the filing of a Deferral Election with the Company and before the close of such Plan Year by making and filing the Deferral Election with the Company within 30 days of the date on which such New Eligible Director becomes a New Eligible Director. Any Deferral Election by such New Eligible Director for succeeding Plan Years shall be made in accordance with Section 3.3.

3.5 Plan Years to which Deferral Election May Apply. A separate Deferral Election may be made for each Plan Year as to which an Eligible Director desires to defer all or any portion of such Eligible Director’s Annual Fees and Annual RSU Grant, as applicable, or an Eligible Director may make a Deferral Election with respect to a Plan Year that will remain in effect for subsequent Plan Years unless the Eligible Director revokes such Deferral Election or timely makes a new Deferral Election with respect to a subsequent Plan Year. Any revocation of a Deferral Election must be in writing and must be filed with the Company on or before December 31 of the Plan Year immediately preceding the Plan Year to which such revocation applies. The failure of an Eligible Director to make a Deferral Election for any Plan Year shall not affect such Eligible Director’s right to make a Deferral Election for any other Plan Year.

3.6 Distribution Event. Any Restricted Stock Units received by a Participant pursuant to a Deferral Election or otherwise that are granted pursuant to a Restricted Stock Unit Agreement shall be settled in accordance with the terms of the applicable Restricted Stock Unit Agreement in connection with the Participant ceasing to be a member of the Board.

4. AUTHORITY OF COMMITTEE

This Plan shall be administered by the Committee. The Committee shall have full and exclusive authority to construe, interpret and administer this Plan and take all actions and make all determinations on behalf of the Company unless otherwise indicated, and the Committee’s construction and interpretation thereof and determinations thereunder shall be binding and conclusive on all persons for all purposes. The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such

conditions or limitations as the Committee may establish. To the fullest extent permitted by applicable law, no member of the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by an officer of the Company in connection with the performance of any duties under this Plan.

5. AMENDMENT OR TERMINATION

The Company, by action of the Committee, reserves the right at any time, or from time to time, to amend or modify this Plan, including amendments for the purpose of complying with Section 409A. The Company, by action of the Committee, reserves the right at any time to terminate this Plan. Notwithstanding the foregoing, no amendment, modification or termination shall, without the consent of the Participant, impair the rights of any Participant to the number of Restricted Stock Units outstanding as of the date of such amendment, modification or termination.

6. MISCELLANEOUS PROVISIONS

6.1 No Right to Continued Service. Nothing contained herein shall be construed as conferring upon any Participant the right to remain in the service of the Company, its subsidiaries or divisions, in any capacity.

6.2 Expenses of Plan. All expenses of the Plan shall be paid by the Company.

6.3 Unfunded Plan. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary relationship. This Plan shall be unfunded. To the extent that a Participant acquires a right to receive delivery of shares of Common Stock from the Company under the Plan, such right shall not be greater than the right of any unsecured general creditor of the Company and such right shall be an unsecured claim against the general assets of the Company. Although bookkeeping accounts may be established with respect to Participants, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

6.4 Gender and Number. Whenever any words are used herein in any specific gender, they shall be construed as though they were also used in any other applicable gender. The singular form, whenever used herein, shall mean or include the plural form, and vice versa, as the context may require.

6.5 Law Governing Construction. The construction and administration of the Plan and all questions pertaining thereto, shall be governed by the laws of the State of Texas.

6.6 Headings Not a Part Hereof. Any headings preceding the text of the several Articles, Sections, subsections, or paragraphs hereof are inserted solely for convenience of reference and shall not constitute a part of the Plan, nor shall they affect its meaning, construction, or effect.

6.7 Severability of Provisions. If any provision of this Plan is determined to be void by any court of competent jurisdiction, the Plan shall continue to operate and, for the purposes of the jurisdiction of that court only, shall be deemed not to include the provision determined to be void.

6.8 Compliance with Section 409A. This Plan is intended to comply in all respects with Section 409A and at all times shall be interpreted and operated in compliance therewith.

7. EFFECTIVE DATE

The effective date of this Plan shall be May 4, 2023.

IN WITNESS WHEREOF, Coterra Energy Inc. has caused this Plan to be executed by its duly authorized officer as of the 4th day of May 2023.

COTERRA ENERGY INC.

By: /s/ Marcus G. Bolinder

Marcus G. Bolinder

Corporate Secretary

EXHIBIT A

Form of Restricted Stock Unit Agreement – Annual Fees

[see attached]

EXHIBIT B

Form of Restricted Stock Unit Agreement – Annual RSU Grant

[see attached]

EX-10.3A

Exhibit 10.3(a)

COTERRA ENERGY INC.

NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Restricted Stock Units. Effective as of the Grant Date, the Company has awarded to the Grantee Restricted Stock Units representing the right to receive a total of [ number of shares granted ] shares of Common Stock, subject to the terms and conditions set forth below and in the Plan (the “Restricted Stock Units”).

2.Restrictions. The Grantee shall have a vested right to all of the Restricted Stock Units; provided, however, that as described in Section 3 of this Agreement, Common Stock to which such Restricted Stock Units relate shall not be deliverable to the Grantee until the date that the Grantee ceases to be a director of the Board of Directors of the Company and has a separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) with respect to such Restricted Stock Units (the “Termination Date”).

3.Issuance of Shares; Taxes. The Company shall issue to the Grantee (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Grantee or depositing shares for the Grantee’s benefit with any broker with which the Grantee has an account or relationship or the Company has engaged to provide such services under the Plan) shares of Common Stock in settlement of the Restricted Stock Units on the 15th business day following the Termination Date; provided, however, that if, on the Termination Date, Grantee is treated by the Company as a “specified employee” within the meaning of Section 409A of the Code, then any such payment shall be made on the 15th business day following the earlier of (i) the expiration of six months from the Termination Date or (ii) the Grantee’s death (“409A Payment Date”) but, in any event, no later than the last day of the calendar year in which the 409A Payment Date occurs. The Grantee is responsible to pay all required taxes associated with the Restricted Stock Units (including in connection with the issuance of the shares of Common Stock, the subsequent sale of the shares or Common Stock and the receipt of dividend equivalents or dividends, if any).

4.Dividend Equivalents. On the 15th business day following each date that dividends are paid with respect to Common Stock the Company shall pay to the Grantee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding on applicable dividend determination date. The dividend equivalent payments pursuant to this Section 4 shall be paid without interest or earnings.

5.Transferability. The Restricted Stock Units are not transferable by the Grantee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the

1

ownership of such shares of Common Stock has been transferred to the Grantee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, then the Grantee’s right to the Restricted Stock Units shall immediately cease and terminate.

6.Beneficiary Designations. The Grantee shall file with the Corporate Secretary of the Company on such form as may be prescribed by the Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom shares of Common Stock otherwise due the Grantee under the terms of this Agreement shall be distributed in the event of the death of the Grantee. The Grantee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become effective until received in writing by the Corporate Secretary of the Company or in such form as may be prescribed by the Company. If any designated Beneficiary survives the Grantee but dies after the Grantee’s death, any remaining benefits due such deceased Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time of the Grantee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Grantee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Grantee’s estate. If one or more but not all the Beneficiaries have predeceased such Grantee, the benefits under this Agreement shall be paid according to the Grantee’s instructions in his or her designation of Beneficiaries. If the Grantee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative or executor of Grantee’s estate.

7.Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Grantee and the successors and assigns of the Company. In no event shall Restricted Stock Units granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Grantee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in accordance with the terms of the Plan.

8.Restrictions on Delivery of Shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock.

9.Rights as a Stockholder. The Grantee (or Beneficiary) shall have no rights of a stockholder with respect to the shares of Common Stock potentially deliverable pursuant

2

to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Grantee.

10.Adjustments. As provided in Section 8.1 (Adjustments) of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 8.1 of the Plan.

11.Notice. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be:

a.delivered personally to the following address:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

             or

b. sent by first class mail, postage prepaid and addressed as follows:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

Any notice or other communication to the Grantee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Grantee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address.

12. Amendment. Without the consent of the Grantee, this Agreement may be amended or supplemented (a) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (b) to add to the covenants and agreements of the Company for the benefit of Grantee or to add to the rights of the Grantee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject, however, to any required approval of the Company’s stockholders and, provided, in each case, that such changes or corrections shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee’s consent, or (c) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws.

13. Grantee Service; No Future Awards. Nothing contained in this Agreement, and no action of the Company or the Administrator with respect hereto, shall confer or be construed to confer on the Grantee any right to continue as a director of the Company or any Subsidiary. This grant of Restricted Stock Units is a voluntary, discretionary award

3

being made on a one-time basis and it does not constitute a commitment to make any future awards.

14. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Grantee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Grantee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

15. Section 409A.The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

16. Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include the Plan (a copy of which has been made available to Grantee) and any Exhibits and Schedules that may be appended hereto. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan. The headings of the Sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

17. Relationship to the Plan. In addition to the terms and conditions described in this Agreement, grants of Restricted Stock Units are subject to all other applicable provisions of the Plan. The decisions of the Board or the Administrator with respect to questions arising as to the interpretation of the Plan, or this Agreement and as to finding of fact, shall be final, conclusive and binding.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

4

IN WITNESS WHEREOF, the parties hereto cause this Non-Employee Director Deferred Restricted Stock Unit Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

By:

Name:

Title:

Grantee:

By:

[ Participant Name ]

Signature Page to Non-Employee Director Deferred Restricted Stock Unit Award Agreement

EX-10.3B

Exhibit 10.3(b)

COTERRA ENERGY INC.

NON-EMPLOYEE DIRECTOR DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (“Agreement”), made as of [ Grant Date ] (the “Grant Date”), evidences an award by Coterra Energy Inc., a Delaware corporation (the “Company”), to [ Participant Name ] (the “Grantee”), a non-employee director of the Company, pursuant to the Coterra Energy Inc. 2023 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Plan.

1.Grant of Restricted Stock Units. Effective as of the Grant Date, the Company has awarded to the Grantee Restricted Stock Units representing the right to receive a total of [ number of shares granted ] shares of Common Stock, subject to the terms and conditions set forth below and in the Plan (the “Restricted Stock Units”).

2.Vesting. Subject to the terms and provisions of this Agreement, the Restricted Stock Units shall vest 100% on the earlier of (a) [_____], provided that the Grantee is serving as a member of the Board of Directors of the Company or a Subsidiary on such date or (b) the termination of the Grantee’s service on the Board (other than by removal in accordance with the Company’s Bylaws), including termination on account of death or disability. If the Grantee is removed from service on the Board in accordance with the Company’s Bylaws, the Restricted Stock Units will be forfeited. The period from the Grant Date until the date on which the Restricted Stock Units vest pursuant to this Section 2 shall be referred to herein as the “Period of Restrictions.” The Grantee shall have a vested right to all of the Restricted Stock Units if the Restricted Stock Units vest pursuant to this Agreement; provided, however, that as described in Section 3 of this Agreement, Common Stock to which such Restricted Stock Units relate shall not be deliverable to the Grantee until the date that the Grantee ceases to be a director of the Board of Directors of the Company and has a separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) with respect to such Restricted Stock Units (the “Termination Date”).

3.Issuance of Shares; Taxes. The Company shall issue to the Grantee (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Grantee or depositing shares for the Grantee’s benefit with any broker with which the Grantee has an account or relationship or the Company has engaged to provide such services under the Plan) shares of Common Stock in settlement of the Restricted Stock Units on the 15th business day following the Termination Date; provided, however, that if, on the Termination Date, Grantee is treated by the Company as a “specified employee” within the meaning of Section 409A of the Code, then any such payment shall be made on the 15th business day following the earlier of (i) the expiration of six months from the Termination Date or (ii) the Grantee’s death (“409A Payment Date”) but, in any event, no later than the last day of the calendar year in which the 409A Payment Date occurs. The Grantee is responsible to pay all required taxes associated with the Restricted Stock Units (including in connection with the issuance of the shares of Common Stock, the subsequent sale of the shares or Common Stock and the receipt of dividend equivalents or dividends, if any).

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4.Dividend Equivalents. As soon as administratively practicable following the date on which the Restricted Stock Units vest, the Company shall pay to the Grantee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding from the Grant Date until the date on which the Restricted Stock Units vest. From and after such payment date, on the 15th business day following each date that dividends are paid with respect to Common Stock the Company shall pay to the Grantee an amount in cash equal to the dividends that would have been paid on each share of Common Stock underlying the Restricted Stock Units had such share been outstanding from the date on which the Restricted Stock Units vest until the applicable dividend determination date. The dividend equivalent payments pursuant to this Section 4 shall be paid without interest or earnings. No dividend equivalent payments will be made with respect to Restricted Stock Units that do not vest pursuant to this Agreement.

5.Transferability. The Restricted Stock Units are not transferable by the Grantee, whether voluntarily, involuntarily or by operation of law or otherwise until such time as the ownership of such shares of Common Stock has been transferred to the Grantee, except as provided in the Plan. Except as provided in the Plan, if any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of the Restricted Stock Units shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Restricted Stock Units, then the Grantee’s right to the Restricted Stock Units shall immediately cease and terminate.

6.Beneficiary Designations. The Grantee shall file with the Corporate Secretary of the Company on such form as may be prescribed by the Company, a designation of one or more beneficiaries and, if desired, one or more contingent beneficiaries (each referred to herein as a “Beneficiary”) to whom shares of Common Stock otherwise due the Grantee under the terms of this Agreement shall be distributed in the event of the death of the Grantee. The Grantee shall have the right to change the Beneficiary or Beneficiaries from time to time; provided, however, that any change shall not become effective until received in writing by the Corporate Secretary of the Company or in such form as may be prescribed by the Company. If any designated Beneficiary survives the Grantee but dies after the Grantee’s death, any remaining benefits due such deceased Beneficiary under this Agreement shall be distributed to the personal representative or executor of the deceased Beneficiary’s estate. If there is no effective Beneficiary designation on file at the time of the Grantee’s death, or if the designated Beneficiary or Beneficiaries have all predeceased such Grantee, the payment of any remaining benefits under this Agreement shall be made to the personal representative or executor of the Grantee’s estate. If one or more but not all the Beneficiaries have predeceased such Grantee, the benefits under this Agreement shall be paid according to the Grantee’s instructions in his or her designation of Beneficiaries. If the Grantee has not given instructions, or if the instructions are not clear, the benefits under this Agreement which would have been paid to the deceased Beneficiary or Beneficiaries will be paid to the personal representative or executor of Grantee’s estate.

7.Assignment. This Agreement shall inure to the benefit of and be binding upon the heirs, legatees, distributees, executors and administrators of the Grantee and the successors and assigns of the Company. In no event shall Restricted Stock Units granted hereunder be

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voluntarily or involuntarily sold, pledged, assigned or transferred by the Grantee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in accordance with the terms of the Plan.

8.Restrictions on Delivery of Shares. The Company shall not be obligated to issue or deliver any shares of Common Stock if counsel to the Company determines that such issuance or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. If necessary to comply with any such law, rule, regulation or agreement, the Company shall in no event be obligated to take any affirmative action in order to cause the delivery of shares of Common Stock.

9.Rights as a Stockholder. The Grantee (or Beneficiary) shall have no rights of a stockholder with respect to the shares of Common Stock potentially deliverable pursuant to this Agreement unless and until such time as the ownership of such shares of Common Stock has been transferred to the Grantee.

10.Adjustments. As provided in Section 8.1 (Adjustments) of the Plan, certain adjustments may be made to the Restricted Stock Units upon the occurrence of events or circumstances described in Section 8.1 of the Plan.

11.Notice. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement shall be in writing and shall be:

a.delivered personally to the following address:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

        or

b. sent by first class mail, postage prepaid and addressed as follows:

Coterra Energy Inc.

c/o Corporate Secretary

840 Gessner Rd., Suite 1400

Houston, Texas 77024

Any notice or other communication to the Grantee with respect to this Agreement shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to Grantee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address.

12. Amendment. Without the consent of the Grantee, this Agreement may be amended or supplemented (a) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (b) to add to the covenants and agreements of the Company for the benefit of Grantee or to add to the rights of the Grantee or to surrender any right or power reserved to or conferred upon the

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Company in this Agreement, subject, however, to any required approval of the Company’s stockholders and, provided, in each case, that such changes or corrections shall not adversely affect the rights of Grantee with respect to the Award evidenced hereby without the Grantee’s consent, or (c) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws.

13. Grantee Service; No Future Awards. Nothing contained in this Agreement, and no action of the Company or the Administrator with respect hereto, shall confer or be construed to confer on the Grantee any right to continue as a director of the Company or any Subsidiary. This grant of Restricted Stock Units is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards.

14. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflict of law rules or principles. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against the Grantee or the Company only in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and the Grantee and the Company consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any action or proceeding and waives any objection to venue laid herein.

15. Section 409A.The Restricted Stock Units granted under this Agreement are intended to comply with or be exempt from Section 409A, and ambiguous provisions of this Agreement, if any, shall be construed and interpreted in a manner consistent with such intent. This Agreement shall not be amended in a manner that would cause this Agreement or any amounts payable under this Agreement to fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement. If any provision of this Agreement would result in the imposition of an additional tax under Section 409A, that provision will be reformed to avoid imposition of the additional tax. For purposes of Section 409A, each payment under this Agreement shall be deemed to be a separate payment.

16. Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include the Plan (a copy of which has been made available to Grantee) and any Exhibits and Schedules that may be appended hereto. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan. The headings of the Sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

17. Relationship to the Plan. In addition to the terms and conditions described in this Agreement, grants of Restricted Stock Units are subject to all other applicable provisions of the Plan. The decisions of the Board or the Administrator with respect to questions

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arising as to the interpretation of the Plan, or this Agreement and as to finding of fact, shall be final, conclusive and binding.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto cause this Non-Employee Director Deferred Restricted Stock Unit Award Agreement to be executed as of the date hereof.

COTERRA ENERGY INC.

By:

Name:

Title:

Grantee:

By:

[ Participant Name ]

Signature Page to Non-Employee Director Deferred Restricted Stock Unit Award Agreement

EX-10.4

Exhibit 10.4

SEVERANCE COMPENSATION AGREEMENT

This Severance Compensation Agreement (this “Agreement”) is made and entered into as of April ___, 2023 (the “Effective Date”) by and between __________ (the “Executive”) and Coterra Energy Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, Executive is an officer of the Company.

WHEREAS, the Company believes that appropriate steps should be taken to assure the Company and its affiliates of Executive’s continued employment and attention and dedication to duty, and to ensure the availability of Executive’s continued service, notwithstanding the possibility, threat or occurrence of a change in control or involuntary termination of employment without cause.

WHEREAS, it is consistent with the Company’s employment practices and policies and in the best interests of the Company and its shareholders to treat fairly its executives whose employment terminates without cause (either before or after a change in control) and to establish in advance the terms and conditions of an executive’s separation from employment in such event.

WHEREAS, in order to fulfill the above purposes, the Company and the Executive wish to enter into this Agreement, which provides for the payment of severance benefits to the Executive under certain circumstances in exchange for the Executive’s release of claims against the Company and agreement to abide by certain restrictive covenants.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties agree as follows:

Article I. Definitions; Construction.

Section 1.01 Definitions. As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise.

a.Affiliate. Any entity which controls, is controlled by or is under common control with the Company.

b.Annual Average Compensation. The amount determined by adding (i) the highest annualized base salary amount in effect for the Executive (hereinafter referred to as “Base Salary”) during the 24-consecutive month period ending on or immediately prior to the Date of Termination, including compensation converted to other benefits under a flexible pay arrangement maintained by the Company or any Affiliate or deferred pursuant to a written plan or agreement with the Company or any Affiliate but excluding overtime pay, allowances, premium pay or any similar payment and (ii) the higher of (A) the average cash incentive award received by the Executive pursuant to the Company’s annual

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incentive bonus plan during the 24-consecutive month period ending on or immediately

prior to the Date of Termination (if the Executive was not employed by the Company for

the full 24 months prior to the Date of Termination or otherwise did not receive an annual

incentive bonus with respect to the full 24 months immediately prior to the Date of

Termination, the amounts of annual incentive bonus compensation actually received by

the Executive shall be annualized over the two consecutive 12-month periods ending on or

immediately prior to the Date of Termination to determine the average cash incentive

award), or (B) the Executive’s highest target bonus amount in effect during the 24

consecutive month period ending on or immediately prior to the Date of Termination.

c.Annual Incentive Bonus. The Executive’s target bonus in effect for the fiscal year in which the Qualifying Termination occurs.

d.Board. The Board of Directors of the Company.

e.Cause. The occurrence of any of the following: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or a senior officer of the Company which specifically identifies the manner in which the Board or senior officer believes that the Executive has not substantially performed the Executive’s duties, (ii) the willful engaging by the Executive in misconduct which is materially and demonstrably injurious to the Company or any Affiliate, or (iii) a business crime or felony involving moral turpitude of which the Executive is convicted or pleads guilty. For purposes of this definition, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company or any Affiliate. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or any Affiliate or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

f.Change in Control. The occurrence of any of the following events on or after the Effective Date, provided that in the event Code section 409A applies to payments under this Agreement, and if necessary to comply with Code section 409A, a Change of Control shall be deemed to have occurred only if the event is also a change of control within the meaning of Code section 409A and the regulations and other guidance promulgated thereunder or not inconsistent therewith.

i.The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (x) the then outstanding shares of common stock (the “Common Stock”) of the Company (the “Outstanding Company Common stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled

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to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (a) and (b) of paragraph (iii) below; or

ii.During any period of twelve months beginning after the Effective Date, individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director at the beginning of such twelve-month period, whose election, appointment or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

iii.The closing of a reorganization, share exchange or merger (a “Business Combination”), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction will own the Company through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be and (b) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or were elected, appointed or nominated by the Board; or

iv.The closing of (a) a complete liquidation or dissolution of the Company or (b) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which following such sale or other disposition, (1) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or

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substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of the Company or were elected, appointed or nominated by the Board.

g. Change in Control Protection Period. A period of eighteen (18) months following a Change in Control.

h. Code. The Internal Revenue Code of 1986, as amended from time to time.

i. Date of Termination. The date on which the Executive has a Separation from Service from the Company.

j. Disability. The Executive shall be disabled for purposes of this Agreement if the Executive (i) is unable to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The foregoing definition of “Disability” shall be interpreted in a manner consistent with Section 409A of the Code and the Internal Revenue Service and Treasury guidance thereunder.

k. Good Reason. Without the Executive’s written consent, Good Reason means (i) any reduction in the Executive’s annual Base Salary other than as a result of an isolated and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive, (ii) a material reduction in the Executive’s annual incentive compensation opportunity, provided that the Company may modify the Company’s annual incentive compensation arrangement so long as such change is applied to all employees of the Company in a comparable manner, (iii) the Company requiring the Executive to relocate his or her principal place of business to any location that is more than fifty (50) miles away from his or her current principal place of business, other than a relocation to Houston, Texas (it being understood that a relocation to Houston, Texas shall not constitute Good Reason), or (iv) the material diminution of the scope of Executive’s duties or responsibilities. For the avoidance of doubt, a change in the identity of the person(s) to whom the Executive reports shall not, in and of itself, constitute a Good Reason. In the case of the Executive’s allegation of Good Reason, (A) the Executive shall provide written notice to the Company of the event alleged to constitute Good Reason within 60 days after the initial occurrence of such event and (B)

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the Company shall have the opportunity to remedy the alleged Good Reason event within 60 days from receipt of notice of such allegation.

l. Separation from Service. A “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h).

Section 1.02 Construction. Wherever appropriate, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine.

Article II. Entitlement to Benefits. The Executive shall be entitled to separation benefits as set forth in Article III below if the Executive incurs a Separation from Service from the Company that is (a) initiated by the Company for any reason other than Cause, death, or Disability, or (b) initiated by the Executive for Good Reason within 90 days following the expiration of the cure period afforded the Company to rectify the condition giving rise to Good Reason (a “Qualifying Termination”). If the Executive incurs a Separation from Service for any other reason, the Executive shall not be entitled to any payments or benefits hereunder.

Article III. Separation Benefits. If the Executive incurs a Qualifying Termination, the benefits to which the Executive shall be entitled shall be determined as follows:

Section 3.01 Qualifying Termination Outside of Change in Control Protection Period. If a Qualifying Termination occurs other than during a Change in Control Protection Period and the Executive executes the Release in accordance with Section 3.05 below, then in addition to paying Executive any unpaid bonus for any completed fiscal year at the same time as such bonus is paid generally to continuing executives of the Company, the Company shall:

a.pay to the Executive a severance payment equal to the sum of (i) the product of (A) the Executive’s Annual Incentive Bonus and (B) a fraction, the numerator of which is the number of days in the calendar year during which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum as set forth in Section 3.03(a), and (ii) an amount equal to 1.5 times the Executive’s Annual Average Compensation, payable in equal monthly installments for 18 months;

a.during the 18-month period following the Executive’s Date of Termination, the Executive and his or her dependents shall be provided with medical, dental, vision, disability and life insurance benefits as if the Executive’s employment had not been terminated (provided, that such benefits and the cost to the Executive shall be no less favorable than under the programs in which the Executive participated during the 120-day period immediately prior to the Date of Termination).

Section 3.02 Qualifying Termination During Change in Control Protection Period. If a Qualifying Termination occurs during a Change in Control Protection Period and the Executive executes the Release in accordance with Section 3.05 below, then in addition to paying Executive any unpaid bonus for any completed fiscal year at the same time as such bonus is paid generally to continuing executives of the Company, the Company shall:

a.pay to the Executive a severance payment equal to the sum of (i) the product of (A) the Executive’s Annual Incentive Bonus and (B) a fraction, the numerator of which is the

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number of days in the calendar year during which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, payable in a lump sum as set forth in Section 3.03(a), and (ii) an amount equal to two times the Executive’s Annual Average Compensation, payable in equal monthly installments for 24 months; and

b.during the 24-month period following the Executive’s Date of Termination, the Executive and his or her dependents shall be provided with medical, dental, vision, disability and life insurance benefits as if the Executive’s employment had not been terminated (provided, that such benefits and the cost to the Executive shall be no less favorable than under the programs in which the Executive participated during the 120-day period immediately prior to the Date of Termination).

Section 3.03 General.

a.The amount payable to the Executive in accordance with the provisions of Section 3.01(a)(i) or Section 3.02(a)(i) shall be paid to the Executive in a cash lump sum at the same time that the Company pays amounts to its employees in accordance with its Annual Incentive Bonus plan for the year during which the Date of Termination occurs; provided, however, that such cash lump sum payment must be made (i) not earlier than the Release Effective Date, and (ii) no later than within two and one-half months following the end of the calendar year during which the Date of Termination occurs.

b.The payments to the Executive in accordance with Section 3.01(a)(ii) or Section 3.02(a)(ii) shall be paid on the first day of each calendar month beginning on the first day of the calendar month immediately following the month of the Executive’s Date of Termination and shall continue for the number of months specified in Section 3.01(a)(ii) or Section 3.02(a)(ii), as applicable.

c.For purposes of Section 3.01(b) or Section 3.02(b), medical, dental, and vision coverage shall be credited against the time period that the Executive and his or her dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. To the extent any benefits described in such sections cannot be provided pursuant to the appropriate plan or program maintained for the Executive (or cannot be provided at a reasonable cost or without subjecting the Company to additional taxes or penalties or causing the Company to violate applicable law), the Company shall provide such benefits outside such plan or program at no additional cost (including, without limitation, tax costs) to the Executive.

Section 3.04 Additional Benefits. Nothing in this Agreement shall be deemed to relieve the Company of its obligations under applicable law to pay Executive all salary and other compensation accrued as of the Date of Termination, to reimburse the Executive for any business expenses properly incurred by the Executive and reimbursable under the Company’s expense reimbursement policies in effect from time to time, and to otherwise provide the Executive with any benefits to which the Executive may be due under the terms and conditions of any the Executive benefit plans sponsored by the Company.

Section 3.05 Release. As a condition to the payment by the Company of the amounts set forth under Section 3.01 or 3.02, as applicable, and the benefits set forth in Article IV, the

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Executive must execute a release in substantially the form attached hereto as Exhibit A (the “Release”) within sixty (60) days following the Date of Termination and not revoke such Release within the subsequent seven (7) day revocation period (if applicable) (the date on which the Release becomes effective, the “Release Effective Date”). In the event the Release is not timely executed, or is revoked, such that in either case it does not become effective within the timeframes set for the above, then (i) the Executive shall not be entitled to the bonus payment set forth in Section 3.01(a)(i) or 3.02(a)(i), (ii) all severance payments provided in Section 3.01(a)(ii) or 3.02(a)(ii) shall immediately cease (it being understood that payments shall begin and be made as scheduled prior to such date, and upon the failure to meet the Release requirements of this Section, any such previous payments shall not be recouped), (iii) all continuation coverage provided in Section 3.01(b) or 3.02(b) shall immediately cease (it being understood that such coverages shall begin and continue as scheduled prior to such date, and upon the failure to meet the Release requirements of this Section, any such previous coverage shall not be recouped or rescinded), and (iv) the Executive shall not be entitled to the benefits set forth in Article IV.

Article IV. Equity Awards.

Section 4.01 Treatment Upon Qualifying Termination. Except as set forth in Section 4.02, in the event of a Qualifying Termination, the Executive’s outstanding equity awards shall be treated as follows, contingent on Executive executing and not revoking a Release in accordance with the requirements of Section 3.05: (i) all outstanding time-vested equity awards shall vest on a pro-rata basis on the date of the Qualifying Termination, based on the period of continuous service elapsed in the vesting period as of the date of the Qualifying Termination as compared to the total duration of the vesting period; and (ii) all outstanding performance-vested equity awards shall first be reduced on a pro-rata basis as of the date of the Qualifying Termination, such that the total portion of each such award that shall remain outstanding following the Qualifying Termination shall be based on the period of continuous service elapsed in the vesting period as of the date of the Qualifying Termination as compared to the total duration of the vesting period (such remaining portion of the awards being the “Remaining Portion”), and the Remaining Portion shall then vest, if at all, based on the performance measures set forth in the award agreements at the end of the relevant vesting period(s). Each outstanding award agreement under the Company’s various equity incentive plans shall be deemed amended pursuant to the execution of this Agreement to the extent necessary to accommodate the provisions herein, including, without limitation, delaying the forfeiture of awards upon termination of employment during the pendency of any period in which the Executive has to execute the Release.

Section 4.02 Treatment in a Change in Control. Notwithstanding anything to the contrary in Section 4.01, in the event that the Executive remains employed through the date of a Change in Control, the Executive’s outstanding equity awards shall be treated as set forth in the applicable equity incentive plan(s) and award agreements.

Article V. Parachute Payments.

Section 5.01 Best Net After-Tax. In the event that any payment or benefit received or to be received by the Executive from the Company (or an affiliate) under this Agreement or otherwise (“Payments”) would be subject (in whole or part) to the excise tax imposed by Section 4999 of the

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Code (the “Excise Tax”), then the Payments shall be either (a) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (b) reduced to an amount equal to the greatest portion of the Payments that, if paid, would result in no portion of any Payment being subject to the Excise Tax (the “Reduced Amount”), whichever results in the receipt by the Executive, on a net after-tax basis (including, without limitation, any Excise Tax), of the greatest amount, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.

Section 5.02 Reduction of Payments. Any reduction shall be made by agreement of the Company and the Executive first from Payments that are exempt from Section 409A of the Code in a manner intended to provide the greatest value to Executive, and only thereafter from Payments that are subject to Section 409A of the Code. To the extent the reduction is made from Payments that are subject to Section 409A of the Code, the reduction shall first apply to accelerated equity incentive vesting (to the extent the value of such accelerated vesting for 280G purposes is not determined pursuant to Treasury Regulation Section 1.280G-1 Q&A 24(c)), followed by cash Payments and in the order in which such payments would be made (with payments made closest to the Change in Control being reduced first), followed by accelerated equity incentive vesting (to the extent the value of such accelerated vesting is determined pursuant to Treasury Regulation Section 1.280G-1 Q&A 24(c)), and followed last by the continued health and welfare benefits set forth above.

Section 5.03 Performance of Calculations. Unless the Company and the Executive otherwise agree in writing, any determination required under this Article V shall be made by the Company in good faith based upon the advice of the independent public accountants for the Company, or other independent public accounting firm, or independent tax counsel designated by the Company (the “Independent Advisor”), whose determination shall be conclusive and binding on the Executive for all purposes. The Company and the Executive shall furnish to the Independent Advisor such information and documents as may reasonably be requested in order to make any determinations under this Article V. The Company shall bear all costs for the determinations by the Independent Advisor. If the Independent Advisor determines that Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive a copy of the detailed calculation. If an underpayment is determined to have occurred, the Company shall immediately pay the Executive the underpaid amount. If an overpayment is determined to have occurred, the Executive shall immediately repay the Company or its successor such excess.

Article VI. Confidential Material and Executive Obligations.

Section 6.01 Confidential Material.

a.The Executive shall not, directly or indirectly, either during the term of Executive’s employment by the Company or thereafter, disclose to anyone (except in the regular course of the Company’s business or as required by law), or use in any manner, any information acquired by the Executive during employment by the Company with respect to any clients or customers of the Company or any confidential, proprietary or secret aspect of the Company’s operations or affairs unless such information has become public knowledge other than by reason of actions, direct or indirect, of the Executive. Information subject to the provisions of this paragraph will include, without limitation, all

8

information concerning oil and gas properties owned by the Company or which are under consideration by the Company, and all other confidential and proprietary information of the Company and its affiliates.

b.Pursuant to 18 U.S.C. § 1833(b), the Executive understands that the Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to the Executive's attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Nothing in this Agreement, or any other agreement that the Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement shall prohibit or restrict the Executive from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, nor is the Executive required to notify the Company regarding any such disclosure.

Section 6.02 Return of Confidential Material. All maps, logs, data, drawings and other records and written and digital material prepared or compiled by the Executive or furnished to the Executive during the term of Executive’s employment by the Company will be the sole and exclusive property of the Company, and none of such material may be retained by the Executive upon termination of employment. The aforementioned materials include materials on the Executive’s personal computer. The Executive shall return to the Company or destroy all such materials on or prior to the Date of Termination. Notwithstanding the foregoing, the Executive will be under no obligation to return or destroy public information.

Section 6.03 Non-Compete. The Executive shall not, either during the term of Executive’s employment by the Company or for a period of one year thereafter, engage in any Competitive Business (as defined below) within any county or parish or adjacent to any county or parish in which the Company or an affiliate owns an interest (whether by ownership, leasehold or otherwise) in any oil or natural gas properties or other properties utilized by the Company in the operation of its business; provided, however, that the ownership of less than five percent (5%) of the outstanding capital stock of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market shall not be deemed engaging in a Competitive Business. “Competitive Business” shall mean the acquisition, development or production of crude oil and/or natural gas, or any other business activities that are the same as or similar to the Company’s or an Affiliate’s business operations as its business exists, and in the geographic areas in which the Company is operating, on the Date of Termination.

Section 6.04 No Solicitation. The Executive shall not, directly or indirectly, either during the term of Executive’s employment by the Company or for a period of one year thereafter, (a) solicit, directly or indirectly, the services of any Person who was an employee of the Company, its subsidiaries, divisions or Affiliates, or otherwise induce such executive to terminate or reduce such employment or (b) solicit the business of any Person who was a client or customer of the Company,

9

its subsidiaries, divisions or Affiliates, in each case at any time during the last year of the term of the Executive’s employment by the Company.

Section 6.05 Remedies. The Executive acknowledges and agrees that the Company’s remedy at law for a breach or a threatened breach of the provisions of this Agreement could be inadequate or difficult to quantify, and in recognition of this fact, in the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, it is agreed that the Company will be entitled to seek equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without posting bond or other security. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or otherwise. In addition, in the event of any breach or suspected breach of the provisions of this Section 6.05, the Company shall have the right to suspend immediately any payments or benefits that may otherwise be due to the Executive pursuant to this Agreement.

Article VII. Successor to Company. This Agreement shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Agreement if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Agreement, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in this Agreement, shall mean the Company as defined herein and any successor or assignee to the business or assets which by reason hereof becomes bound by this Agreement.

Article VIII. Miscellaneous.

Section 8.01 Full Settlement. Except as otherwise specifically provided herein, the Company’s obligation to make the payments provided for under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment.

Section 8.02 Employment Status. This Agreement does not constitute a contract of employment or impose on the Executive or the Company any obligation for the Executive to remain an executive or change the status of the Executive’s employment or the policies of the Company regarding termination of employment.

Section 8.03 Unfunded Agreement Status. All payments pursuant to the Agreement shall be made from the general funds of the Company and no special or separate fund shall be established

10

or other segregation of assets made to assure payment. The Executive shall not have under any circumstances any interest in any particular property or assets of the Company as a result of this Agreement. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under this Agreement.

Section 8.04 Section 409A.

a.General. The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company shall have the right to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 8.04 does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions or to indemnify the Executive for any failure to do so.

b.Exceptions to Apply. The Company shall apply the exceptions provided in Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9) and all other applicable exceptions or provisions of Code Section 409A to the payments and benefits provided under this Agreement so that, to the maximum extent possible such payments and benefits are not deemed to be “nonqualified deferred compensation” subject to Code Section 409A. All payments and benefits provided under this Agreement shall be deemed to be separate payments (and any payments made in installments shall be deemed a series of separate payments) for purposes of Code Section 409A.

c.Taxable Reimbursements. To the extent that any payments or reimbursements provided to the Executive are deemed to constitute “nonqualified deferred compensation” subject to Code Section 409A, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any payments or expense reimbursements that constitute compensation in one year shall not affect the amount of payments or expense reimbursements constituting compensation that are eligible for payment or reimbursement in any subsequent year, and the Executive’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

d.Specified Executive. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Code Section 409A shall be paid to Executive during the 6-month period following his or her

11

Separation from Service to the extent that the Company determines that the Executive is a “specified Executive” and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such additional taxes, including as a result of the Executive’s death), the Company shall pay to the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such 6-month period.

Section 8.05 Validity and Severability. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.06 Governing Law. The validity, interpretation, construction and performance of the Agreement shall in all respects be governed by the laws of Texas, without reference to principles of conflicts of law.

Section 8.07 Withholding. All payments to the Executive in accordance with the provisions of this Agreement shall be subject to applicable withholding of local, state, federal and foreign taxes, as determined in the reasonable discretion of the Company.

Section 8.08 Clawback. The Executive agrees to be bound by the provisions of any recoupment or “clawback” policy that the Company may adopt from time to time that by its terms is applicable to Executive, or by any recoupment or “clawback” that is otherwise required by law or the listing standards of any exchange on which the Company’s common stock is then traded, including the “clawback” required by Section 954 of the Dodd-Frank Act.

Section 8.09 Survival of Provisions. Notwithstanding anything herein to the contrary, the provisions of Articles 5, 6, 7 and 8 of this Agreement shall survive the expiration of this Agreement and the termination of the Executive’s employment for any reason.

Section 8.10 Entire Agreement. This Agreement supersedes any and all prior agreements, plans or understandings between the Company and Executive regarding the subject matter hereof, whether written or oral. By executing this Agreement, Executive understands and agrees that Executive’s sole severance protection from the Company and its Affiliates shall be set forth herein, and that Executive shall immediately cease participation in and shall not be eligible to participate in any other severance plan or program of the Company. This Agreement may be amended or modified only by a written instrument executed by Executive and the Company.

Section 8.11 Counterparts. This Agreement may be executed in counterparts.

12

IN WITNESS WHEREOF, the parties hereto have executed this Severance Compensation Agreement as of the date first above written.

COTERRA ENERGY INC.

By:

Name:

Title:

EXECUTIVE

Name:

Title:

13

EXHIBIT A

GENERAL RELEASE OF CLAIMS

This General Release (this “Release”) is entered into as of thisday of , 20, by and between Coterra Energy Inc., a Delaware corporation (the “Company”) and (the “Executive”) (collectively, the “Parties”).

WHEREAS, the Executive is a party to that certain Severance Compensation Agreement, dated April ___, 2023 (the “Agreement”), governing the terms and conditions applicable to the Executive’s termination of employment under certain circumstances;

WHEREAS, pursuant to the terms of the Agreement, the Company has agreed to provide the Executive certain benefits and payments under the terms and conditions specified therein, provided that the Executive has executed and not revoked a general release of claims in favor of the Company;

WHEREAS, the Executive’s employment with the Company is being terminated effective , 20 ; and

WHEREAS, the Parties wish to terminate their relationship amicably and to resolve, fully and finally, all actual and potential claims and disputes relating to the Executive’s employment with and termination from the Company and all other relationships between the Executive and the Company, up to and including the date of execution of this Release.

NOW, THEREFORE, in consideration of these recitals above and the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties, intending to be legally bound, agree as follows:

1.Termination of Executive. The Executive’s employment with the Company shall terminate on , 20(the “Termination Date”).

2.Severance Benefits. Pursuant to the terms of the Agreement, and in consideration of the Executive’s release of claims and the other covenants and agreements contained herein and therein, and provided that the Executive has signed this Release and delivered it to the Company and has not exercised any revocation rights as provided in Section 6 below, the Company shall provide the severance benefits described in Section 3.01 or Section 3.02, as applicable, and Article IV of the Agreement (the “Benefits”) in the time and manner and subject to the conditions provided therein; provided, however, that the Company’s obligations will be excused if the Executive breaches any of the provisions of the Agreement, including, without limitation, Article 6 thereof. The Executive acknowledges and agrees that the Benefits constitute consideration beyond that which, but for the mutual covenants set forth in this Release and the covenants contained in the Agreement, the Company otherwise would be obligated to provide, nor would the Executive otherwise be entitled to receive.

A-1

3.Effective Date. Provided that it has not been revoked pursuant to Section 6 hereof, this Release will become effective on the eighth (8th) day after the date of its execution by the Executive (the “Effective Date”).

4.Effect of Revocation. The Executive acknowledges and agrees that if the Executive revokes this Release pursuant to Section 6 hereof, the Executive will have no right to receive the Benefits.

5.General Release. In consideration of the Company’s obligations, the Executive hereby releases, acquits and forever discharges the Company and each of its subsidiaries and affiliates and each of their respective officers, executives, directors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions or causes of action in any way related to his employment with the Company or the termination thereof, whether arising from tort, statute or contract, including, but not limited to, claims of defamation, claims arising under the Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the discrimination and wage payment laws of any state, and any other federal, state or local statutes or ordinances oxecutive has read this Release and understands its terms and enters into this Release freely, voluntarily and without coercion. The Executive reaffirms Executive’s commitments in Section 6 of the Agreement.

6.Review and Revocation Period. The Executive acknowledges that the Company has advised the Executive that the Executive may consult with an attorney of the Executive’s own choosing (and at the Executive’s expense) prior to signing this Release and that the Executive has been given at least forty-five (45) days during which to consider the provisions of this Release, although the Executive may sign and return it sooner. The Executive further acknowledges that the Executive has been advised by the Company that after executing this Release, the Executive will have seven (7) days to revoke this Release, and that this Release shall not become effective or enforceable until such seven (7) day revocation period has expired. The Executive acknowledges and agrees that if the Executive wishes to revoke this Release, the Executive must do so in writing, and that such revocation must be signed by the Executive and received by the Chairman of the Board of the Company (the “Board”) (or the Chair of the Compensation Committee of the Board) no later than 5:00 p.m. Central Time on the seventh (7th) day after the Executive has executed this Release. The Executive further acknowledges and agrees that, in the event that the Executive revokes this Release, the Executive will have no right to receive any benefits under the Agreement, including the Benefits. The Executive represents that the Executive has read this Release and understands its terms and enters into this Release freely, voluntarily and without coercion.

A-2

7.Restrictive Covenants. The Executive reaffirms Executive’s commitments in Section 6 of the Agreement.

8.Cooperation in Litigation. At the Company’s reasonable request, the Executive shall use good faith efforts to cooperate with the Company, its affiliates, and each of its and their respective attorneys or other legal representatives (“Attorneys”) in connection with any claim, litigation or judicial or arbitral proceeding which is material to the Company or its affiliates and is now pending or may hereinafter be brought against the Released Parties by any third party; provided, that the Executive’s cooperation is essential to the Company’s case. The Executive’s duty of cooperation will include, but not be limited to (a) meeting with the Company’s and/or its affiliates’ Attorneys by telephone or in person at mutually convenient times and places in order to state truthfully the Executive’s knowledge of matters at issue and recollection of events; (b) appearing at the Company’s, its affiliates’ and/or their Attorneys’ request (and, to the extent possible, at a time convenient to the Executive that does not conflict with the needs or requirements of the Executive’s then- current employer) as a witness at depositions or trials, without necessity of a subpoena, in order to state truthfully the Executive’s knowledge of matters at issue; and (c) signing at the Company’s, its affiliates’ and/or their Attorneys’ request, declarations or affidavits that truthfully state matters of which the Executive has knowledge. The Company shall reimburse the Executive for the reasonable expenses incurred by the Executive in the course of the Executive’s cooperation hereunder. The obligations set forth in this Section 8 shall survive any termination or revocation of this Release.

9.Non-Admission of Liability. Nothing in this Release will be construed as an admission of liability by the Executive or the Released Parties; rather, the Executive and the Released Parties are resolving all matters arising out of the employer-Executive relationship between the Executive and the Company and all other relationships between the Executive and the Released Parties.

10.Nondisparagement. The Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, executives, shareholders or agents. The Company agrees that the members of the Board and officers of the Company as of the date hereof will not, while employed by the Company or serving as a director of the Company, as the case may be, make negative comments about the Executive or otherwise disparage the Executive. The foregoing shall not be violated by truthful statements in response to legal process or required governmental testimony or filings, and the foregoing limitation on the Company’s directors and officers will not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties for or on behalf of the Company.

11.Binding Effect. This Release will be binding upon the Parties and their respective heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of the Parties and their respective heirs, administrators, representatives, executors, successors and assigns.

12.Governing Law. This Release will be governed by and construed and enforced in accordance with the laws of Texas applicable to agreements negotiated, entered into and

A-4

wholly to be performed therein, without regard to its conflicts of law or choice of law provisions which would result in the application of the law of any other jurisdiction.

13.Severability. Each of the respective rights and obligations of the Parties hereunder will be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein. If any provision of this Release should be held illegal or invalid, such illegality or invalidity will not affect in any way other provisions hereof, all of which will continue, nevertheless, in full force and effect.

14.Counterparts. This Release may be signed in counterparts. Each counterpart will be deemed to be an original, but together all such counterparts will be deemed a single agreement.

15.Entire Agreement; Modification. This Release constitutes the entire understanding between the Parties with respect to the subject matter hereof and may not be modified without the express written consent of both Parties. This Release supersedes all prior written and/or oral and all contemporaneous oral agreements, understandings and negotiations regarding its subject matter. This Release may not be modified or canceled in any manner except by a writing signed by both Parties.

16.Acceptance. The Executive may confirm acceptance of the terms and conditions of this Release by signing and returning two original copies of this Release to the Chairman of the Board (or Chair of the Compensation Committee), no later than 5:00 p.m. Central Time forty-five days after the Executive’s Termination Date.

THE EXECUTIVE ACKNOWLEDGES AND REPRESENTS THAT THE EXECUTIVE HAS FULLY AND CAREFULLY READ THIS RELEASE PRIOR TO SIGNING IT AND UNDERSTANDS ITS TERMS. THE EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS BEEN, OR HAS HAD THE OPPORTUNITY TO BE, ADVISED BY INDEPENDENT LEGAL COUNSEL OF THE EXECUTIVE’S OWN CHOICE AS TO THE LEGAL EFFECT AND MEANING OF EACH OF THE TERMS AND CONDITIONS OF THIS RELEASE, AND IS ENTERING INTO THIS RELEASE FREELY AND VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER THAN AS SET FORTH IN THIS RELEASE.

A-4

IN WITNESS WHEREOF, the Company and the Executive have duly executed this Release as of the date first above written.

COTERRA ENERGY INC.

By:

Name:

Title:

EXECUTIVE

Name:

Title:

A-5

EX-31.1

EXHIBIT 31.1

I, Thomas E. Jorden, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Coterra Energy Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2023

/s/ THOMAS E. JORDEN

Thomas E. Jorden

Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

I, Scott C. Schroeder, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Coterra Energy Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2023

/s/ SCOTT C. SCHROEDER

Scott C. Schroeder

Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the “Act”), each of the undersigned, Thomas E. Jorden, Chief Executive Officer of Coterra Energy Inc., a Delaware corporation (the “Company”), and Scott C. Schroeder, Chief Financial Officer of the Company, hereby certify that, to his knowledge:

(1)the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 5, 2023

/s/ THOMAS E. JORDEN

Thomas E. Jorden

Chief Executive Officer

/s/ SCOTT C. SCHROEDER

Scott C. Schroeder

Chief Financial Officer

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 03, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-10447
Entity Registrant Name	COTERRA ENERGY INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3072771
Entity Address, Address Line One	Three Memorial City Plaza
Entity Address, Address Line Two	840 Gessner Road,
Entity Address, Address Line Three	Suite 1400,
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77024
City Area Code	281
Local Phone Number	589-4600
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	CTRA
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		757,453,231
Entity Central Index Key	0000858470
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 973	$ 673
Restricted cash	10	10
Accounts receivable, net	775	1,221
Income taxes receivable	0	89
Inventories	56	63
Derivative instruments	184	146
Other current assets	7	9
Total current assets	2,005	2,211
Properties and equipment, net (Successful efforts method)	17,682	17,479
Other assets	452	464
Total assets	20,139	20,154
Current liabilities
Accounts payable	833	844
Accrued liabilities	280	328
Income taxes payable	81	0
Interest payable	15	21
Total current liabilities	1,209	1,193
Long-term debt, net	2,176	2,181
Deferred income taxes	3,362	3,339
Asset retirement obligations	277	271
Other liabilities	464	500
Total liabilities	7,488	7,484
Commitments and contingencies (Note 7)
Cimarex redeemable preferred stock	8	11
Stockholders' equity
Common stock: Authorized — 1,800 shares of $0.10 par value in 2023 and 2022, respectively Issued — 757 shares and 768 shares in 2023 and 2022, respectively	76	77
Additional paid-in capital	7,679	7,933
Retained earnings	4,875	4,636
Accumulated other comprehensive income	13	13
Total stockholders' equity	12,643	12,659
Total liabilities and stockholders' equity	$ 20,139	$ 20,154

XML

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, shares authorized (in shares)	1,800,000,000	1,800,000,000
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, issued (in shares)	757,000,000	768,000,000

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING REVENUES
Operating revenues	$ 1,639	$ 2,070
Gain (loss) on derivative instruments	138	(391)
Total operating revenues	1,777	1,679
OPERATING EXPENSES
Direct operations	134	100
Transportation, processing and gathering	236	233
Taxes other than income	86	76
Exploration	4	6
Depreciation, depletion and amortization	369	360
General and administrative	76	107
Total operating expenses	905	882
Gain on sale of assets	5	2
INCOME FROM OPERATIONS	877	799
Interest expense	17	21
Interest income	(12)	0
Income before income taxes	872	778
Income tax expense	195	170
NET INCOME	$ 677	$ 608
Earnings per share
Basic (in dollars per share)	$ 0.88	$ 0.75
Diluted (in dollars per share)	$ 0.88	$ 0.74
Weighted-average common shares outstanding
Basic (in shares)	764	810
Diluted (in shares)	768	814
Natural gas
OPERATING REVENUES
Operating revenues	$ 822	$ 1,111
Oil
OPERATING REVENUES
Operating revenues	615	699
NGL
OPERATING REVENUES
Operating revenues	177	245
Other
OPERATING REVENUES
Operating revenues	$ 25	$ 15

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 677	$ 608
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization	369	360
Deferred income tax expense	23	36
Gain on sale of assets	(5)	(2)
(Gain) loss on derivative instruments	(138)	391
Net cash received (paid) in settlement of derivative instruments	100	(171)
Amortization of debt premium and debt issuance costs	(4)	(10)
Stock-based compensation and other	17	20
Changes in assets and liabilities:
Accounts receivable, net	446	(57)
Income taxes	170	124
Inventories	7	(2)
Other current assets	1	2
Accounts payable and accrued liabilities	(198)	21
Interest payable	(6)	1
Other assets and liabilities	35	1
Net cash provided by operating activities	1,494	1,322
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for drilling, completion and other fixed asset additions	(483)	(270)
Capital expenditures for leasehold and property acquisitions	(1)	(1)
Proceeds from sale of assets	5	2
Net cash used in investing activities	(479)	(269)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of finance leases	(2)	(2)
Common stock repurchases	(268)	(184)
Dividends paid	(436)	(456)
Cash received for stock option exercises	0	6
Cash paid for conversion of redeemable preferred stock	(1)	0
Tax withholding on vesting of stock awards	(1)	(6)
Capitalized debt issuance costs	(7)	0
Net cash used in financing activities	(715)	(642)
Net increase in cash, cash equivalents and restricted cash	300	411
Cash, cash equivalents and restricted cash, beginning of period	683	1,046
Cash, cash equivalents and restricted cash, end of period	$ 983	$ 1,457

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Treasury Shares	Paid-In Capital	Accumulated Other Comprehensive Income	Retained Earnings
Beginning balance (in shares) at Dec. 31, 2021		893,000
Beginning balance (in shares) at Dec. 31, 2021			79,000
Balance at beginning of period at Dec. 31, 2021	$ 11,738	$ 89	$ (1,826)	$ 10,911	$ 1	$ 2,563
Increase (Decrease) in Stockholders' Equity
Net income	608					608
Exercise of stock options	6			6
Stock amortization and vesting	$ 10			10
Treasury stock repurchases (in shares)	8,000		8,000
Common stock repurchases	$ (192)		$ (192)
Common stock cash dividends	(455)					(455)
Preferred stock cash dividends	(1)					(1)
Other comprehensive loss	4				4
Ending balance (in shares) at Mar. 31, 2022		893,000
Ending balance (in shares) at Mar. 31, 2022			87,000
Balance at end of period at Mar. 31, 2022	11,718	$ 89	$ (2,018)	10,927	5	2,715
Beginning balance (in shares) at Dec. 31, 2022		768,000
Beginning balance (in shares) at Dec. 31, 2022			0
Balance at beginning of period at Dec. 31, 2022	12,659	$ 77	$ 0	7,933	13	4,636
Increase (Decrease) in Stockholders' Equity
Net income	677					677
Stock amortization and vesting	13			13
Conversion of Cimarex redeemable preferred stock	$ 3			3
Treasury stock repurchases (in shares)	11,000
Common stock repurchases	$ (271)		(271)
Common stock retirements (in shares)	(11,000)	(11,000)
Common stock retirements	$ 0	$ (1)	$ 271	(270)
Common stock cash dividends	(438)					(438)
Ending balance (in shares) at Mar. 31, 2023		757,000
Ending balance (in shares) at Mar. 31, 2023			0
Balance at end of period at Mar. 31, 2023	$ 12,643	$ 76	$ 0	$ 7,679	$ 13	$ 4,875

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2022 $ / shares
Statement of Stockholders' Equity [Abstract]
Cash dividends, per share (in dollars per share)	$ 0.56
Preferred stock, dividends (in dollars per share)	$ 20.3125

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Financial Statement Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Presentation

Financial Statement Presentation

During interim periods, Coterra Energy Inc. (the “Company”) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) filed with the Securities and Exchange Commission (“SEC”), except for any new accounting pronouncements adopted during the period. The interim condensed consolidated financial statements are unaudited and should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the results that may be expected for the entire year.

From time to time, we make certain reclassifications to prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported stockholders’ equity, net income or cash flows.

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Properties and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Properties and Equipment, Net

Properties and Equipment, Net

Properties and equipment, net are comprised of the following:

(In millions)	March 31, 2023		December 31, 2022
Proved oil and gas properties	$	17,744	$	17,085
Unproved oil and gas properties	5,016		5,150
Gathering and pipeline systems	483		450
Land, buildings and other equipment	186		183
Finance lease right-of-use asset	25		24
	23,454		22,892
Accumulated depreciation, depletion and amortization	(5,772)		(5,413)
	$	17,682	$	17,479

Capitalized Exploratory Well Costs

As of March 31, 2023, the Company did not have any projects with exploratory well costs capitalized for a period of greater than one year after drilling.

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Debt and Credit Agreements

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt and Credit Agreements

Debt and Credit Agreements

The following table includes a summary of the Company’s long-term debt:

(In millions)	March 31, 2023		December 31, 2022
3.65% weighted-average private placement senior notes	$	825	$	825
3.90% senior notes due May 15, 2027	750		750
4.375% senior notes due March 15, 2029	500		500
Revolving credit agreement	—		—
Total	2,075		2,075
Net premium	106		111
Unamortized debt issuance costs	(5)		(5)
Long-term debt	$	2,176	$	2,181

At March 31, 2023, the Company was in compliance with all financial and other covenants for its revolving credit agreement (as defined below), 3.65% weighted-average private placement senior notes (the “private placement senior notes”) and the 3.90% senior notes due May 15, 2027 and 4.375% senior notes due March 15, 2029 (the “senior notes”).

Revolving Credit Agreement

On March 10, 2023, the Company entered into a revolving credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan”), and certain lenders and issuing banks party thereto. The aggregate revolving commitments under the Credit Agreement are $1.5 billion, with a discretionary swingline sub-facility of up to $100 million and a letter of credit sub-facility of up to $500 million. The Company may also increase the revolving commitments under the Credit Agreement by up to an additional $500 million subject to certain conditions and the agreement of the lenders providing commitments with respect to such increase.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the Company’s option, either a term secured overnight financing rate (“SOFR”) plus a 0.10 percent credit spread adjustment for all tenors or a base rate, plus an interest rate margin which ranges from 0 to 75 basis points for base rate loans and 100 to 175 basis points for term SOFR loans based on the Company’s credit rating. The commitment fee on the unused available credit is calculated at annual rates ranging from 10 basis points to 27.5 basis points. The Credit Agreement matures on March 10, 2028. The maturity date can be extended for additional one-year periods on up to two occasions upon the agreement of the Company and lenders holding at least 50 percent of the commitments under the Credit Agreement.

The Credit Agreement contains customary covenants, including the maintenance of a maximum leverage ratio of no more than 3.0 to 1.0 as of the last day of any fiscal quarter until such time as the Company has no other debt in a principal amount in excess of $75 million outstanding that has a financial maintenance covenant based on a leverage ratio, at which time the Credit Agreement requires maintenance of a ratio of total debt to total capitalization of no more than 65 percent (with all calculations based on definitions contained in the Credit Agreement).

Concurrently with the Company’s entry into the Credit Agreement, the Company terminated its existing Second Amended and Restated Credit Agreement, dated as of April 22, 2019, with the lenders party thereto and JPMorgan, as administrative agent thereunder.

At March 31, 2023, the Company had no borrowings outstanding under its revolving credit agreement and unused commitments of $1.5 billion.

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Derivative Instruments

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

As of March 31, 2023, the Company had the following outstanding financial commodity derivatives:

	2023
Natural Gas	Second Quarter		Third Quarter		Fourth Quarter
Waha gas collars
Volume (MMBtu)	8,190,000		8,280,000		8,280,000
Weighted average floor ($/MMBtu)	$	3.03	$	3.03	$	3.03
Weighted average ceiling ($/MMBtu)	$	5.39	$	5.39	$	5.39
NYMEX collars
Volume (MMBtu)	31,850,000		32,200,000		29,150,000
Weighted average floor ($/MMBtu)	$	4.07	$	4.07	$	4.03
Weighted average ceiling ($/MMBtu)	$	6.78	$	6.78	$	6.61

	2023
Oil	Second Quarter
WTI oil collars
Volume (MBbl)	1,365
Weighted average floor ($/Bbl)	$	70.00
Weighted average ceiling ($/Bbl)	$	116.03
WTI Midland oil basis swaps
Volume (MBbl)	1,365
Weighted average differential ($/Bbl)	$	0.63

In April 2023, the Company entered into the following financial commodity derivatives:

	2023
Oil	Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)	910		920		920
Weighted average floor ($/Bbl)	$	65.00	$	65.00	$	65.00
Weighted average ceiling ($/Bbl)	$	89.66	$	89.66	$	89.66
WTI Midland oil basis swaps
Volume (MBbl)	910		920		920
Weighted average differential ($/Bbl)	$	1.01	$	1.01	$	1.01

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In millions)	Balance Sheet Location	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Commodity contracts	Derivative instruments (current)	$	184	$	146	$	—	$	—

Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In millions)	March 31, 2023		December 31, 2022
Derivative assets
Gross amounts of recognized assets	$	185	$	147
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of assets presented in the condensed consolidated balance sheet	184		146
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	1		2
Net amount	$	185	$	148
Derivative liabilities
Gross amounts of recognized liabilities	$	1	$	1
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of liabilities presented in the condensed consolidated balance sheet	—		—
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	—		1
Net amount	$	—	$	1

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

	Three Months Ended  March 31,
(In millions)	2023		2022
Cash received (paid) on settlement of derivative instruments
Gas contracts	$	99	$	(42)
Oil contracts	1		(129)
Non-cash gain (loss) on derivative instruments
Gas contracts	42		(182)
Oil contracts	(4)		(38)
	$	138	$	(391)

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Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information regarding the fair value hierarchy, refer to Note 1 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Financial Assets and Liabilities

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at   March 31, 2023
Assets
Deferred compensation plan	$	42	$	—	$	—	$	42
Derivative instruments	—		—		185		185
	$	42	$	—	$	185	$	227
Liabilities
Deferred compensation plan	$	54	$	—	$	—	$	54
Derivative instruments	—		—		1		1
	$	54	$	—	$	1	$	55

(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at   December 31, 2022
Assets
Deferred compensation plan	$	43	$	—	$	—	$	43
Derivative instruments	—		—		147		147
	$	43	$	—	$	147	$	190
Liabilities
Deferred compensation plan	$	55	$	—	$	—	$	55
Derivative instruments	—		—		1		1
	$	55	$	—	$	1	$	56

The Company’s investments associated with its deferred compensation plans consist of mutual funds and deferred shares of the Company’s common stock that are publicly traded and for which market prices are readily available.

The derivative instruments were measured based on quotes from the Company’s counterparties or internal models. Such quotes and models have been derived using an income approach that considers various inputs, including current market and contractual prices for the underlying instruments, quoted forward commodity prices, basis differentials, volatility factors and interest rates for a similar length of time as the derivative contract term as applicable. Estimates are derived from, or verified using, relevant NYMEX futures contracts, and/or are compared to multiple quotes obtained from counterparties. The determination of the fair values presented above also incorporates a credit adjustment for non-performance risk. The Company measured the non-performance risk of its counterparties by reviewing credit default swap spreads for the various financial institutions with which it has derivative contracts while non-performance risk of the Company is evaluated using market credit spreads provided by several of the Company’s banks. The Company has not incurred any losses related to non-performance risk of its counterparties and does not anticipate any material impact on its financial results due to non-performance by third parties.

The most significant unobservable inputs relative to the Company’s Level 3 derivative contracts are basis differentials and volatility factors. An increase (decrease) in these unobservable inputs would result in an increase (decrease) in fair value, respectively. The Company does not have access to the specific assumptions used in its counterparties’ valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided.

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

	Three Months Ended  March 31,
(In millions)	2023		2022
Balance at beginning of period	$	146	$	(152)
Total gain (loss) included in earnings	138		(391)
Settlement (gain) loss	(100)		171
Transfers in and/or out of Level 3	—		—
Balance at end of period	$	184	$	(372)
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	95	$	(291)

Non-Financial Assets and Liabilities

The Company discloses or recognizes its non-financial assets and liabilities, such as impairments of oil and gas properties or acquisitions, at fair value on a nonrecurring basis. As none of the Company’s other non-financial assets and liabilities were measured at fair value as of March 31, 2023, additional disclosures were not required.

The estimated fair value of the Company’s asset retirement obligations at inception is determined by utilizing the income approach by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state to the undiscounted expected abandonment cash flows. Given the unobservable nature of the inputs, the measurement of the asset retirement obligations was classified as Level 3 in the fair value hierarchy.

Fair Value of Other Financial Instruments

The estimated fair value of other financial instruments is the amount at which the instruments could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash and cash equivalents and restricted cash approximate fair value, due to the short-term maturities of these instruments. Cash and cash equivalents and restricted cash are classified as Level 1 in the fair value hierarchy and the remaining financial instruments are classified as Level 2.

The fair value of the Company’s senior notes is based on quoted market prices, which is classified as Level 1 in the fair value hierarchy. The Company uses available market data and valuation methodologies to estimate the fair value of its private placement senior notes. The fair value of the private placement senior notes is the estimated amount the Company would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the Company’s senior notes and revolving credit agreement to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The fair value of the private placement senior notes is based on interest rates currently available to the Company. The Company’s private placement senior notes are valued using an income approach and are classified as Level 3 in the fair value hierarchy.

The carrying amount and estimated fair value of debt is as follows:

	March 31, 2023				December 31, 2022
(In millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	2,176	$	1,985	$	2,181	$	1,955

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Asset Retirement Obligations

3 Months Ended

Mar. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

Activity related to the Company’s asset retirement obligations is as follows:

(In millions)	Three Months Ended  March 31, 2023
Balance at beginning of period	$	277
Liabilities incurred	1
Liabilities settled	2
Accretion expense	3
Balance at end of period	283
Less: current asset retirement obligations	(6)
Noncurrent asset retirement obligations	$	277

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Contractual Obligations

The Company has various contractual obligations in the normal course of its operations. There have been no material changes to the Company’s contractual obligations described under “Transportation, Processing and Gathering Agreements” and “Lease Commitments” as disclosed in Note 8 of the Notes to Consolidated Financial Statements in the Form 10-K.

Legal Matters

Securities Litigation

In October 2020, a class action lawsuit styled Delaware County Emp. Ret. Sys. v. Cabot Oil and Gas Corp., et. al. (U.S. District Court, Middle District of Pennsylvania), was filed against the Company, Dan O. Dinges, its then Chief Executive Officer, and Scott C. Schroeder, its Chief Financial Officer, alleging that the Company made misleading statements in its periodic filings with the SEC in violation of Section 10(b) and Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The plaintiffs allege misstatements in the Company’s public filings and disclosures over a number of years relating to its potential liability for alleged environmental violations in Pennsylvania. The plaintiffs allege that such misstatements caused a decline in the price of the Company’s common stock when it disclosed in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 two notices of violations from the Pennsylvania Department of Environmental Protection and an additional decline when it disclosed on June 15, 2020 the criminal charges brought by the Office of the Attorney General of the Commonwealth of Pennsylvania related to alleged violations of the Pennsylvania Clean Streams Law, which prohibits discharge of industrial wastes. The court appointed Delaware County Employees Retirement System to represent the purported class on February 3, 2021. In April 2021, the complaint was amended to include Phillip L. Stalnaker, the Company’s then Senior Vice President of Operations, as a defendant. The plaintiffs seek monetary damages, interest and attorney’s fees.

Also in October 2020, a stockholder derivative action styled Ezell v. Dinges, et. al. (U.S. District Court, Middle District of Pennsylvania) was filed against the Company, Messrs. Dinges and Schroeder and the Board of Directors of the Company serving at that time, for alleged securities violations under Section 10(b) and Section 21D of the Exchange Act arising from the same alleged misleading statements that form the basis of the class action lawsuit described above. In addition to the Exchange Act claims, the derivative actions also allege claims based on breaches of fiduciary duty and statutory contribution theories. In December 2020, the Ezell case was consolidated with a second derivative case filed in the U.S. District Court, Middle District of Pennsylvania with similar allegations. In January 2021, a third derivative case was filed in the U.S. District Court, Middle District of Pennsylvania with substantially similar allegations and it too was consolidated with the Ezell case in February 2021.

On February 25, 2021, the Company filed a motion to transfer the class action lawsuit to the U.S. District Court for the Southern District of Texas, in Houston, Texas, where its headquarters are located. On June 11, 2021, the Company filed a motion to dismiss the class action lawsuit on the basis that the plaintiffs’ allegations do not meet the requirements for pleading a claim under Section 10(b) or Section 20 of the Exchange Act. On June 22, 2021, the motion to transfer the class action lawsuit to the Southern District of Texas was granted. Pursuant to the prior agreement of the parties, the consolidated derivative case discussed in the preceding paragraph was also transferred to the Southern District of Texas on July 12, 2021. Subsequently, an additional stockholder derivative action styled Treppel Family Trust U/A 08/18/18 Lawrence A. Treppel and Geri D. Treppel for the benefit of Geri D. Treppel and Larry A. Treppel v. Dinges, et al. (U.S. District Court, Southern District of Texas, Houston Division), asserting substantially similar Delaware common law claims as in the existing derivative cases, was filed in the Southern District of Texas and consolidated with the existing consolidated derivative cases. On January 12, 2022, the U.S.

District Court for the Southern District of Texas granted the Company’s motion to dismiss the class action lawsuit but allowed the plaintiffs to file an amended complaint. The class action plaintiffs filed their amended complaint on February 11, 2022. The Company filed a motion to dismiss the amended class action complaint on March 10, 2022. On August 10, 2022, the U.S. District Court for the Southern District of Texas granted in part and denied in part the Company’s motion to dismiss the amended class action complaint, dismissing certain claims with prejudice but allowing certain claims to proceed. The Company filed its answer to the amended class action complaint on September 14, 2022. The class action case is presently in the discovery and class certification stage, with oral argument on class certification currently scheduled for July 7, 2023. With respect to the consolidated derivative cases, on April 1, 2022, the U.S. District Court for the Southern District of Texas granted the Company’s motion to dismiss such consolidated derivative cases but allowed the plaintiffs to file an amended complaint. The derivative plaintiffs filed their third amended complaint on May 16, 2022. The Company filed its motion to dismiss such amended complaint on June 24, 2022, and filed its reply in support of such motion to dismiss on September 4, 2022. The Company’s motion to dismiss the consolidated derivative cases is fully briefed and is pending for decision. On March 27, 2023, the U.S. District Court for the Southern District of Texas denied the motion to dismiss the derivative case as moot and ordered the Company to file a renewed motion to dismiss addressing certain issues regarding the impact of the class action litigation on the derivative case. The Company filed its renewed motion to dismiss on April 28, 2023. Oral arguments on the motion to dismiss is currently scheduled for July 7, 2023. The Company intends to vigorously defend the class action and derivative lawsuits.

In November 2020, the Company received a stockholder demand for inspection of books and records under Section 220 of the General Corporation Law of the State of Delaware (“Section 220 Demand”). The Section 220 Demand seeks broad categories of documents reviewed by the Board of Directors and minutes of meetings of the Board of Directors pertaining to alleged environmental violations in Pennsylvania, as well as documents relating to any board of directors conflicts of interest, dating from January 1, 2015 to the present. The Company also received three other similar requests from other stockholders in February and June 2021. On May 17, 2021, the Company was served with a complaint filed in the Court of Chancery of the State of Delaware by the stockholder making the February 2021 Section 220 Demand to compel the production of books and records requested. After making an agreed books and records production, the Section 220 complaint was voluntarily dismissed effective September 21, 2021. The Company also provided substantially the same books and records production in response to the other three Section 220 requests described above. It is possible that one or more additional stockholder suits could be filed pertaining to the subject matter of the Section 220 Demands and the class and derivative actions described above.

Other Legal Matters

The Company is a defendant in various other legal proceedings arising in the normal course of business. All known liabilities are accrued when management determines they are probable based on its best estimate of the potential loss. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

Contingency Reserves

When deemed necessary, the Company establishes reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters for which reserves have been established. The Company believes that any such amount above the amounts accrued would not be material to the Condensed Consolidated Financial Statements. Future changes in facts and circumstances not currently known or foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

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Revenue Recognition

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

Disaggregation of Revenue

The following table presents revenues from contracts with customers disaggregated by product:

	Three Months Ended March 31,
(In millions)	2023		2022
Natural gas	$	822	$	1,111
Oil	615		699
NGL	177		245
Other	25		15
	$	1,639	$	2,070

All of the Company’s revenues from contracts with customers represent products transferred at a point in time as control is transferred to the customer and generated in the United States of America.

Transaction Price Allocated to Remaining Performance Obligations

A significant number of the Company’s product sales contracts are short-term in nature, with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

As of March 31, 2023, the Company had $7.1 billion of unsatisfied performance obligations related to natural gas sales that have a fixed pricing component and a contract term greater than one year. The Company expects to recognize these obligations over the next 16 years.

Contract Balances

Receivables from contracts with customers are recorded when the right to consideration becomes unconditional, generally when control of the product has been transferred to the customer. Receivables from contracts with customers were $628 million and $1.1 billion as of March 31, 2023 and December 31, 2022, respectively, and are reported in accounts receivable, net in the Condensed Consolidated Balance Sheet. As of March 31, 2023, the Company has no assets or liabilities related to its revenue contracts, including no upfront payments or rights to deficiency payments.

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Capital Stock

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Capital Stock

Capital Stock

Dividends

Common Stock

In February 2023, the Company’s Board of Directors approved an increase in the base quarterly dividend from $0.15 per share to $0.20 per share.

The following table summarizes the Company’s dividends on its common stock for each quarter in 2023 and 2022:

	Rate per share
	Fixed		Variable		Total		Total Dividends (In millions)
2023:
First quarter	$	0.20	$	0.37	$	0.57	$	438
2022:
First quarter	$	0.15	$	0.41	$	0.56	$	455

Treasury Stock

In February 2023, the Company’s Board of Directors approved a new share repurchase program which authorizes the purchase of up to $2.0 billion of the Company’s common stock.

During the three months ended March 31, 2023, the Company repurchased and retired 11 million shares for $268 million under its new repurchase program. As of March 31, 2023, the Company had $1.7 billion remaining under its current share repurchase program. During the three months ended March 31, 2022, the Company repurchased 8 million shares for $192 million under its previous share repurchase program.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-Based Compensation

General

Stock-based compensation expense of awards issued under the Company’s incentive plans, and the income tax benefit of awards vested and exercised, are as follows:

	Three Months Ended  March 31,
(In millions)	2023		2022
Restricted stock units - employees and non-employee directors	$	7	$	8
Restricted stock awards	4		5
Performance share awards	5		6
Deferred performance shares	—		4
Total stock-based compensation expense	$	16	$	23
Income tax benefit	$	1	$	5

Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards and the applicable award terms.

Subsequent Event. On May 4, 2023, the Company’s stockholders approved the Coterra Energy Inc. 2023 Equity Incentive Plan (the “2023 Plan”) which replaced the existing Cabot Oil & Gas Corporation 2014 Incentive Plan (the “Prior Cabot Plan”) and the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan (the “Prior Cimarex Plan). Under the 2023 Plan, permitted awards include, but are not limited to, options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other cash and stock-based awards. A total of 22.95 million shares of common stock may be issued under the 2023 Plan. The 2023 Plan expires on February 21, 2033. No additional awards may be granted under the Prior Cabot Plan or the Prior Cimarex Plan on or after May 4, 2023. Awards outstanding under any of the Company’s prior plans will remain outstanding and vest in accordance with their original terms and conditions.

Restricted Stock Units - Employees

During the three months ended March 31, 2023, the Company granted 666,303 restricted stock units to employees of the Company with a weighted average grant date value of $23.00 per unit. The fair value of restricted stock unit grants is based on the closing stock price on the grant date. Restricted stock units generally vest either at the end of a three-year service period or on a graded or graduated vesting basis at each anniversary date over a three-year service period. The Company used an annual forfeiture rate assumption of zero to five percent for purposes of recognizing stock-based compensation expense for its restricted stock units.

Performance Share Awards

Total Shareholder Return (“TSR”) Performance Share Awards. During the three months ended March 31, 2023, the Company granted 577,172 TSR Performance Share Awards, which are earned, or not earned, based on the comparative performance of the Company’s common stock measured against a predetermined group of companies in the Company’s peer group and certain industry-related indices over a three-year performance period, which commenced on February 1, 2023 and ends on January 31, 2026.

These awards have both an equity and liability component, with the right to receive up to the first 100 percent of the award in shares of common stock and the right to receive up to an additional 100 percent of the value of the award in excess of the equity component in cash. These awards also include a feature that will reduce the potential cash component of the award if the actual performance is negative over the three-year period and the base calculation indicates an above-target payout. The equity portion of these awards is valued on the grant date and is not marked to market, while the liability portion of the awards is valued as of the end of each reporting period on a mark-to-market basis. The Company calculates the fair value of the equity and liability portions of the awards using a Monte Carlo simulation model.

The following assumptions were used to determine the grant date fair value of the equity component on February 21, 2023 and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date			March 31, 2023
Fair value per performance share award	$	17.18		$10.92 - $11.99
Assumptions:
Stock price volatility	44.8		%	41.8% - 43.4%
Risk-free rate of return	4.40		%	3.8% - 4.1%

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Earnings per Common Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings per Common Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is similarly calculated, except that the common shares outstanding for the period is increased using the treasury stock and as-if converted methods to reflect the potential dilution that could occur if outstanding stock awards were vested or exercised at the end of the applicable period. Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive.

The following is a calculation of basic and diluted earnings per share under the two-class method:

	Three Months Ended  March 31,
(In millions, except per share amounts)	2023		2022
Income (Numerator)
Net income	$	677	$	608
Less: dividends attributable to participating securities	(2)		(2)
Less: Cimarex redeemable preferred stock dividends	—		(1)
Net income available to common stockholders	$	675	$	605
Shares (Denominator)
Weighted average shares - Basic	764		810
Dilution effect of stock awards at end of period	4		4
Weighted average shares - Diluted	768		814
Earnings per share:
Basic	$	0.88	$	0.75
Diluted	$	0.88	$	0.74

The following is a calculation of weighted-average shares excluded from diluted EPS due to anti-dilutive effect:

	Three Months Ended  March 31,
(In millions)	2023	2022
Weighted-average stock awards excluded from diluted EPS due to the anti-dilutive effect calculated using the treasury stock method	—	1

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Restructuring Costs

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring Costs

Restructuring costs are primarily related to workforce reductions and associated severance benefits that were triggered by the merger with Cimarex Energy Co. that closed on October 1, 2021. The following table summarizes the Company’s restructuring liabilities:

	Three Months Ended  March 31,
(In millions)	2023		2022
Balance at beginning of period	$	77	$	43
Additions related to merger integration	7		24
Payments of merger-related restructuring costs	(7)		(3)
Balance at end of period	$	77	$	64

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Additional Balance Sheet Information

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Additional Balance Sheet Information

Additional Balance Sheet Information

Certain balance sheet amounts are comprised of the following:

(In millions)	March 31, 2023		December 31, 2022
Accounts receivable, net
Trade accounts	$	628	$	1,067
Joint interest accounts	133		108
Other accounts	16		48
	777		1,223
Allowance for credit losses	(2)		(2)
	$	775	$	1,221
Other assets
Deferred compensation plan	$	42	$	43
Debt issuance costs	10		3
Operating lease right-of-use assets	365		382
Other accounts	35		36
	$	452	$	464
Accounts payable
Trade accounts	$	60	$	27
Royalty and other owners	330		438
Accrued transportation	47		85
Accrued capital costs	233		148
Taxes other than income	67		73
Accrued lease operating costs	54		32
Other accounts	42		41
	$	833	$	844
Accrued liabilities
Employee benefits	$	32	$	74
Taxes other than income	32		62
Restructuring liability	44		39
Operating lease liabilities	116		114
Financing lease liabilities	6		6
Other accounts	50		33
	$	280	$	328
Other liabilities
Deferred compensation plan	$	54	$	55
Postretirement benefits	17		17
Operating lease liabilities	270		287
Financing lease liabilities	10		11
Restructuring liability	33		38
Other accounts	80		92
	$	464	$	500

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Interest Expense

3 Months Ended

Mar. 31, 2023

Interest Income (Expense), Net [Abstract]

Interest Expense

Interest Expense

Interest expense is comprised of the following:

	Three Months Ended March 31,
(In millions)	2023		2022
Interest Expense
Interest expense	$	20	30
Debt premium amortization	(5)		(11)
Debt issuance cost amortization	1		1
Other	1		1
	$	17	$	21

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Financial Statement Presentation (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Accounting	During interim periods, Coterra Energy Inc. (the “Company”) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) filed with the Securities and Exchange Commission (“SEC”), except for any new accounting pronouncements adopted during the period. The interim condensed consolidated financial statements are unaudited and should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the results that may be expected for the entire year.
Reclassifications	ertain reclassifications to prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported stockholders’ equity, net income or cash flows.

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Properties and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Properties and Equipment, Net

Properties and equipment, net are comprised of the following:

(In millions)	March 31, 2023		December 31, 2022
Proved oil and gas properties	$	17,744	$	17,085
Unproved oil and gas properties	5,016		5,150
Gathering and pipeline systems	483		450
Land, buildings and other equipment	186		183
Finance lease right-of-use asset	25		24
	23,454		22,892
Accumulated depreciation, depletion and amortization	(5,772)		(5,413)
	$	17,682	$	17,479

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Debt and Credit Agreements (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt and Credit Agreement Components

The following table includes a summary of the Company’s long-term debt:

(In millions)	March 31, 2023		December 31, 2022
3.65% weighted-average private placement senior notes	$	825	$	825
3.90% senior notes due May 15, 2027	750		750
4.375% senior notes due March 15, 2029	500		500
Revolving credit agreement	—		—
Total	2,075		2,075
Net premium	106		111
Unamortized debt issuance costs	(5)		(5)
Long-term debt	$	2,176	$	2,181

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Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Commodity Derivatives

As of March 31, 2023, the Company had the following outstanding financial commodity derivatives:

	2023
Natural Gas	Second Quarter		Third Quarter		Fourth Quarter
Waha gas collars
Volume (MMBtu)	8,190,000		8,280,000		8,280,000
Weighted average floor ($/MMBtu)	$	3.03	$	3.03	$	3.03
Weighted average ceiling ($/MMBtu)	$	5.39	$	5.39	$	5.39
NYMEX collars
Volume (MMBtu)	31,850,000		32,200,000		29,150,000
Weighted average floor ($/MMBtu)	$	4.07	$	4.07	$	4.03
Weighted average ceiling ($/MMBtu)	$	6.78	$	6.78	$	6.61

	2023
Oil	Second Quarter
WTI oil collars
Volume (MBbl)	1,365
Weighted average floor ($/Bbl)	$	70.00
Weighted average ceiling ($/Bbl)	$	116.03
WTI Midland oil basis swaps
Volume (MBbl)	1,365
Weighted average differential ($/Bbl)	$	0.63

In April 2023, the Company entered into the following financial commodity derivatives:

	2023
Oil	Second Quarter		Third Quarter		Fourth Quarter
WTI oil collars
Volume (MBbl)	910		920		920
Weighted average floor ($/Bbl)	$	65.00	$	65.00	$	65.00
Weighted average ceiling ($/Bbl)	$	89.66	$	89.66	$	89.66
WTI Midland oil basis swaps
Volume (MBbl)	910		920		920
Weighted average differential ($/Bbl)	$	1.01	$	1.01	$	1.01

Schedule of Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In millions)	Balance Sheet Location	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Commodity contracts	Derivative instruments (current)	$	184	$	146	$	—	$	—

Schedule of Offsetting of Derivative Assets in the Condensed Consolidated Balance Sheet

Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In millions)	March 31, 2023		December 31, 2022
Derivative assets
Gross amounts of recognized assets	$	185	$	147
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of assets presented in the condensed consolidated balance sheet	184		146
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	1		2
Net amount	$	185	$	148
Derivative liabilities
Gross amounts of recognized liabilities	$	1	$	1
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of liabilities presented in the condensed consolidated balance sheet	—		—
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	—		1
Net amount	$	—	$	1

Schedule of Offsetting of Derivative Liabilities in the Condensed Consolidated Balance Sheet

Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In millions)	March 31, 2023		December 31, 2022
Derivative assets
Gross amounts of recognized assets	$	185	$	147
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of assets presented in the condensed consolidated balance sheet	184		146
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	1		2
Net amount	$	185	$	148
Derivative liabilities
Gross amounts of recognized liabilities	$	1	$	1
Gross amounts offset in the condensed consolidated balance sheet	(1)		(1)
Net amounts of liabilities presented in the condensed consolidated balance sheet	—		—
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	—		1
Net amount	$	—	$	1

Schedule of Effect of Derivatives on the Condensed Consolidated Statement of Operations

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

	Three Months Ended  March 31,
(In millions)	2023		2022
Cash received (paid) on settlement of derivative instruments
Gas contracts	$	99	$	(42)
Oil contracts	1		(129)
Non-cash gain (loss) on derivative instruments
Gas contracts	42		(182)
Oil contracts	(4)		(38)
	$	138	$	(391)

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at   March 31, 2023
Assets
Deferred compensation plan	$	42	$	—	$	—	$	42
Derivative instruments	—		—		185		185
	$	42	$	—	$	185	$	227
Liabilities
Deferred compensation plan	$	54	$	—	$	—	$	54
Derivative instruments	—		—		1		1
	$	54	$	—	$	1	$	55

(In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at   December 31, 2022
Assets
Deferred compensation plan	$	43	$	—	$	—	$	43
Derivative instruments	—		—		147		147
	$	43	$	—	$	147	$	190
Liabilities
Deferred compensation plan	$	55	$	—	$	—	$	55
Derivative instruments	—		—		1		1
	$	55	$	—	$	1	$	56

Reconciliation of Changes in the Fair Value of Financial Assets and Liabilities Classified as Level 3

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

	Three Months Ended  March 31,
(In millions)	2023		2022
Balance at beginning of period	$	146	$	(152)
Total gain (loss) included in earnings	138		(391)
Settlement (gain) loss	(100)		171
Transfers in and/or out of Level 3	—		—
Balance at end of period	$	184	$	(372)
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	95	$	(291)

Carrying Amounts and Fair Values of Debt

The carrying amount and estimated fair value of debt is as follows:

	March 31, 2023				December 31, 2022
(In millions)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	2,176	$	1,985	$	2,181	$	1,955

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Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Activity Related to Asset Retirement Obligations

Activity related to the Company’s asset retirement obligations is as follows:

(In millions)	Three Months Ended  March 31, 2023
Balance at beginning of period	$	277
Liabilities incurred	1
Liabilities settled	2
Accretion expense	3
Balance at end of period	283
Less: current asset retirement obligations	(6)
Noncurrent asset retirement obligations	$	277

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Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents revenues from contracts with customers disaggregated by product:

	Three Months Ended March 31,
(In millions)	2023		2022
Natural gas	$	822	$	1,111
Oil	615		699
NGL	177		245
Other	25		15
	$	1,639	$	2,070

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Capital Stock (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Stock by Class

The following table summarizes the Company’s dividends on its common stock for each quarter in 2023 and 2022:

	Rate per share
	Fixed		Variable		Total		Total Dividends (In millions)
2023:
First quarter	$	0.20	$	0.37	$	0.57	$	438
2022:
First quarter	$	0.15	$	0.41	$	0.56	$	455

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Share-Based Compensation Expense Income Tax Benefit Awards Issued Under Incentive Plans

Stock-based compensation expense of awards issued under the Company’s incentive plans, and the income tax benefit of awards vested and exercised, are as follows:

	Three Months Ended  March 31,
(In millions)	2023		2022
Restricted stock units - employees and non-employee directors	$	7	$	8
Restricted stock awards	4		5
Performance share awards	5		6
Deferred performance shares	—		4
Total stock-based compensation expense	$	16	$	23
Income tax benefit	$	1	$	5

Assumptions to Determine the Grant Date Fair Value of the Equity Component and the Period-end Fair Value of the Liability

The following assumptions were used to determine the grant date fair value of the equity component on February 21, 2023 and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date			March 31, 2023
Fair value per performance share award	$	17.18		$10.92 - $11.99
Assumptions:
Stock price volatility	44.8		%	41.8% - 43.4%
Risk-free rate of return	4.40		%	3.8% - 4.1%

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Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Calculation of Basic and Diluted Weighted-Average Shares Outstanding

The following is a calculation of basic and diluted earnings per share under the two-class method:

	Three Months Ended  March 31,
(In millions, except per share amounts)	2023		2022
Income (Numerator)
Net income	$	677	$	608
Less: dividends attributable to participating securities	(2)		(2)
Less: Cimarex redeemable preferred stock dividends	—		(1)
Net income available to common stockholders	$	675	$	605
Shares (Denominator)
Weighted average shares - Basic	764		810
Dilution effect of stock awards at end of period	4		4
Weighted average shares - Diluted	768		814
Earnings per share:
Basic	$	0.88	$	0.75
Diluted	$	0.88	$	0.74

Calculation of Weighted-average Shares Excluded from Diluted EPS Due to the Anti-Dilutive Effect

The following is a calculation of weighted-average shares excluded from diluted EPS due to anti-dilutive effect:

	Three Months Ended  March 31,
(In millions)	2023	2022
Weighted-average stock awards excluded from diluted EPS due to the anti-dilutive effect calculated using the treasury stock method	—	1

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Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Costs

The following table summarizes the Company’s restructuring liabilities:

	Three Months Ended  March 31,
(In millions)	2023		2022
Balance at beginning of period	$	77	$	43
Additions related to merger integration	7		24
Payments of merger-related restructuring costs	(7)		(3)
Balance at end of period	$	77	$	64

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Additional Balance Sheet Information (Tables)

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Additional Balance Sheet Information

Certain balance sheet amounts are comprised of the following:

(In millions)	March 31, 2023		December 31, 2022
Accounts receivable, net
Trade accounts	$	628	$	1,067
Joint interest accounts	133		108
Other accounts	16		48
	777		1,223
Allowance for credit losses	(2)		(2)
	$	775	$	1,221
Other assets
Deferred compensation plan	$	42	$	43
Debt issuance costs	10		3
Operating lease right-of-use assets	365		382
Other accounts	35		36
	$	452	$	464
Accounts payable
Trade accounts	$	60	$	27
Royalty and other owners	330		438
Accrued transportation	47		85
Accrued capital costs	233		148
Taxes other than income	67		73
Accrued lease operating costs	54		32
Other accounts	42		41
	$	833	$	844
Accrued liabilities
Employee benefits	$	32	$	74
Taxes other than income	32		62
Restructuring liability	44		39
Operating lease liabilities	116		114
Financing lease liabilities	6		6
Other accounts	50		33
	$	280	$	328
Other liabilities
Deferred compensation plan	$	54	$	55
Postretirement benefits	17		17
Operating lease liabilities	270		287
Financing lease liabilities	10		11
Restructuring liability	33		38
Other accounts	80		92
	$	464	$	500

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Interest Expense (Tables)

3 Months Ended

Mar. 31, 2023

Interest Income (Expense), Net [Abstract]

Interest Expense, net

Interest expense is comprised of the following:

	Three Months Ended March 31,
(In millions)	2023		2022
Interest Expense
Interest expense	$	20	30
Debt premium amortization	(5)		(11)
Debt issuance cost amortization	1		1
Other	1		1
	$	17	$	21

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Properties and Equipment, Net (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Finance lease right-of-use asset	$ 25	$ 24
Property, plant and equipment	23,454	22,892
Accumulated depreciation, depletion and amortization	(5,772)	(5,413)
Properties and equipment, net	$ 17,682	17,479
Costs capitalized period	1 year
Proved oil and gas properties
Property, Plant and Equipment [Line Items]
Properties and equipment, gross	$ 17,744	17,085
Unproved oil and gas properties
Property, Plant and Equipment [Line Items]
Properties and equipment, gross	5,016	5,150
Gathering and pipeline systems
Property, Plant and Equipment [Line Items]
Properties and equipment, gross	483	450
Land, buildings and other equipment
Property, Plant and Equipment [Line Items]
Properties and equipment, gross	$ 186	$ 183

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Debt and Credit Agreements - Schedule of Debt (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 2,075,000,000	$ 2,075,000,000
Net premium	106,000,000	111,000,000
Unamortized debt issuance costs	(5,000,000)	(5,000,000)
Long-term debt	$ 2,176,000,000	2,181,000,000
3.90% senior notes due May 15, 2027
Debt Instrument [Line Items]
Stated percentage	3.90%
4.375% senior notes due March 15, 2029
Debt Instrument [Line Items]
Stated percentage	4.375%
Senior Notes | 3.65% weighted-average private placement senior notes
Debt Instrument [Line Items]
Weighted average interest rate	3.65%
Total debt	$ 825,000,000	825,000,000
Senior Notes | 3.90% senior notes due May 15, 2027
Debt Instrument [Line Items]
Total debt	750,000,000	750,000,000
Senior Notes | 4.375% senior notes due March 15, 2029
Debt Instrument [Line Items]
Total debt	500,000,000	500,000,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Total debt	$ 0	$ 0

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Debt and Credit Agreements - Narrative (Details) - USD ($)	Mar. 10, 2023	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt		$ 2,075,000,000	$ 2,075,000,000
3.90% senior notes due May 15, 2027
Debt Instrument [Line Items]
Stated percentage		3.90%
4.375% senior notes due March 15, 2029
Debt Instrument [Line Items]
Stated percentage		4.375%
Senior Notes | 3.65% weighted-average private placement senior notes
Debt Instrument [Line Items]
Weighted average interest rate		3.65%
Long-term debt		$ 825,000,000	825,000,000
Senior Notes | 3.90% senior notes due May 15, 2027
Debt Instrument [Line Items]
Long-term debt		750,000,000	750,000,000
Senior Notes | 4.375% senior notes due March 15, 2029
Debt Instrument [Line Items]
Long-term debt		500,000,000	500,000,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt		0	$ 0
Remaining borrowing capacity		$ 1,500,000,000
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A
Debt Instrument [Line Items]
Borrowing base	$ 1,500,000,000
Additional borrowing base	$ 500,000,000
Agreement extended period	1 year
Lenders holding percent	50.00%
Minimum required asset coverage ratio	3.0
Other debt outstanding	$ 75,000,000
Total capitalization	65.00%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | Minimum
Debt Instrument [Line Items]
Commitment fee on unused credit	0.10%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | Maximum
Debt Instrument [Line Items]
Commitment fee on unused credit	0.275%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | SOFR
Debt Instrument [Line Items]
Basis spread on variable rate	10.00%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | SOFR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | SOFR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate	0.00%
Line of Credit | Revolving Credit Facility | JPMorgan Chase Bank, N.A | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%
Line of Credit | Letter of Credit | JPMorgan Chase Bank, N.A
Debt Instrument [Line Items]
Borrowing base	$ 500,000,000
Line of Credit | Swingline Sub Facility | Revolving Credit Facility | JPMorgan Chase Bank, N.A
Debt Instrument [Line Items]
Borrowing base	$ 100,000,000

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Derivative Instruments - Outstanding Commodity Derivatives (Details) - Forecast	3 Months Ended
	Dec. 31, 2023 MBoe MMBTU $ / MMBTU $ / MBbls	Sep. 30, 2023 MBoe MMBTU $ / MBbls $ / MMBTU	Jun. 30, 2023 MBoe MMBTU $ / MMBTU $ / MBbls
Waha gas collars
Derivative [Line Items]
Notional amount, energy | MMBTU	8,280,000	8,280,000	8,190,000
Floor, weighted-average (in dollars per Mmbtu/Bbl) | $ / MMBTU	3.03	3.03	3.03
Ceiling, weighted-average (in dollars per Mmbtu/Bbl) | $ / MMBTU	5.39	5.39	5.39
NYMEX collars
Derivative [Line Items]
Notional amount, energy | MMBTU	29,150,000	32,200,000	31,850,000
Floor, weighted-average (in dollars per Mmbtu/Bbl) | $ / MMBTU	4.03	4.07	4.07
Ceiling, weighted-average (in dollars per Mmbtu/Bbl) | $ / MMBTU	6.61	6.78	6.78
WTI oil collars
Derivative [Line Items]
Notional amount, energy | MBoe			1,365
Floor, weighted-average (in dollars per Mmbtu/Bbl)			70.00
Ceiling, weighted-average (in dollars per Mmbtu/Bbl)			116.03
WTI Midland oil basis swaps
Derivative [Line Items]
Notional amount, energy | MBoe			1,365
Differential price weighted average (in dollars per Mmbtu/Bbl)			0.63
WTI oil collars
Derivative [Line Items]
Notional amount, energy | MBoe	920	920	910
Floor, weighted-average (in dollars per Mmbtu/Bbl)	65.00	65.00	65.00
Ceiling, weighted-average (in dollars per Mmbtu/Bbl)	89.66	89.66	89.66
WTI Midland oil basis swaps
Derivative [Line Items]
Notional amount, energy | MBoe	920	920	910
Differential price weighted average (in dollars per Mmbtu/Bbl)	1.01	1.01	1.01

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Derivative Instruments - Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Effect of derivative instruments on the Consolidated Balance Sheet
Derivative Assets	$ 184	$ 146
Derivatives Not Designated as Hedges | Commodity Contracts
Effect of derivative instruments on the Consolidated Balance Sheet
Derivative Assets	184	146
Derivative Liabilities	$ 0	$ 0

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Derivative Instruments - Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Derivative assets
Gross amounts of recognized assets	$ 185	$ 147
Gross amounts offset in the condensed consolidated balance sheet	(1)	(1)
Net amounts of assets presented in the condensed consolidated balance sheet	184	146
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	1	2
Net amount	185	148
Derivative liabilities
Gross amounts of recognized liabilities	1	1
Gross amounts offset in the condensed consolidated balance sheet	(1)	(1)
Net amounts of liabilities presented in the condensed consolidated balance sheet	0	0
Gross amounts of financial instruments not offset in the condensed consolidated balance sheet	0	1
Net amount	$ 0	$ 1

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Derivative Instruments - Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Effect of derivative instruments on the Consolidated Balance Sheet
Total	$ 138	$ (391)
Gas contracts
Effect of derivative instruments on the Consolidated Balance Sheet
Cash received (paid) on settlement of derivative instruments	99	(42)
Non-cash gain (loss) on derivative instruments	42	(182)
Oil contracts
Effect of derivative instruments on the Consolidated Balance Sheet
Cash received (paid) on settlement of derivative instruments	1	(129)
Non-cash gain (loss) on derivative instruments	$ (4)	$ (38)

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Fair Value Measurements - Financial Assets and Liabilities, Recurring (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Assets
Deferred compensation plan	$ 42	$ 43
Derivative instruments	184	146
Liabilities
Deferred compensation plan	54	55
Recurring basis
Assets
Deferred compensation plan	42	43
Derivative instruments	185	147
Total assets	227	190
Liabilities
Deferred compensation plan	54	55
Derivative instruments	1	1
Total liabilities	55	56
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis
Assets
Deferred compensation plan	42	43
Derivative instruments	0	0
Total assets	42	43
Liabilities
Deferred compensation plan		55
Derivative instruments	0	0
Total liabilities	54	55
Significant Other Observable Inputs (Level 2) | Recurring basis
Assets
Deferred compensation plan	0	0
Derivative instruments	0	0
Total assets	0	0
Liabilities
Deferred compensation plan	0	0
Derivative instruments	0	0
Total liabilities	0	0
Significant Unobservable Inputs (Level 3) | Recurring basis
Assets
Deferred compensation plan	0	0
Derivative instruments	185	147
Total assets	185	147
Liabilities
Deferred compensation plan	0	0
Derivative instruments	1	1
Total liabilities	$ 1	$ 1

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Fair Value Measurements - Reconciliation of Changes in Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy
Balance at beginning of period	$ 146	$ (152)
Total gain (loss) included in earnings	138	(391)
Settlement (gain) loss	(100)	171
Transfers in and/or out of Level 3	0	0
Balance at end of period	184	(372)
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$ 95	$ (291)
Fair Value Recurring Basis Unobservable Input Reconciliation Net Derivative Asset Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag	Total gain (loss) included in earnings	Total gain (loss) included in earnings

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Fair Value Measurements - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 impaired_asset_and_liability
Fair Value Disclosures [Abstract]
Number of non-financial assets and liabilities impaired	0

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Fair Value Measurements - Fair Value of Other Financial Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Fair value disclosures
Long-term debt	$ 2,176	$ 2,181
Carrying Amount
Fair value disclosures
Long-term debt	2,176	2,181
Estimated Fair Value
Fair value disclosures
Long-term debt	$ 1,985	$ 1,955

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Asset Retirement Obligations (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Asset Retirement Obligation
Balance at beginning of period	$ 277
Liabilities incurred	1
Liabilities settled	2
Accretion expense	3
Balance at end of period	283
Less: current asset retirement obligations	(6)
Noncurrent asset retirement obligations	$ 277	$ 271

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 1,639	$ 2,070
Natural gas
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	822	1,111
Oil
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	615	699
NGL
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	177	245
Other
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 25	$ 15

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Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Contracts with customers	$ 628	$ 1,100
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue from Contract with Customer [Abstract]
Unsatisfied performance obligations	$ 7,100
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Unsatisfied performance obligations, expected period of satisfaction	16 years

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Capital Stock - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 27, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Feb. 28, 2023
Equity [Abstract]
Cash dividends, per share (in dollars per share)	$ 0.20	$ 0.57	$ 0.56	$ 0.15
Stock repurchase program, authorized amount					$ 2,000,000,000
Share repurchases and retirements (in shares)		11
Share repurchases and retirements		$ 268,000,000
Stock repurchased during period (in shares)		11	8
Share repurchases		$ 271,000,000	$ 192,000,000
Stock repurchase program		$ 1,700,000,000

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Capital Stock - Dividends Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Equity [Abstract]
Fixed (in dollars per share)	$ 0.20	$ 0.15
Variable (in dollars per share)	0.37	0.41
Total (in dollars per share)	$ 0.57	$ 0.56
Total Dividends (In millions)	$ 438	$ 455

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Stock-Based Compensation - Summary of Share-Based Compensation Expense Income Tax Benefit Awards Issued Under Incentive Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 16	$ 23
Income tax benefit	1	5
Restricted stock units - employees and non-employee directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	7	8
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	4	5
Performance share awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	5	6
Deferred performance shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation expense	$ 0	$ 4

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Stock-Based Compensation - Narrative (Details) - $ / shares		3 Months Ended
	Feb. 28, 2022	Mar. 31, 2023	May 04, 2023
Coterra Energy Inc. 2023 Equity Incentive Plan | Subsequent Event
Stock-based Compensation arrangements
Shares available for grant (in shares)			22,950,000
Restricted Stock Units | Share-based Payment Arrangement, Employee
Stock-based Compensation arrangements
Granted (in shares)		666,303
Granted (in dollars per share)		$ 23.00
Service period		3 years
Restricted Stock Units | Share-based Payment Arrangement, Employee | Minimum
Stock-based Compensation arrangements
Award vesting period		3 years
Annual forfeiture rate assumption (as a percent)		0.00%
Restricted Stock Units | Share-based Payment Arrangement, Employee | Maximum
Stock-based Compensation arrangements
Annual forfeiture rate assumption (as a percent)		5.00%
Performance Shares Based on Market Conditions
Stock-based Compensation arrangements
Right to receive shares		100.00%
Right to receive an additional award in cash		100.00%
TSR Performance Share Awards
Stock-based Compensation arrangements
Granted (in shares)		577,172
Granted (in dollars per share)	$ 17.18
Performance period		3 years
TSR Performance Share Awards | Minimum
Stock-based Compensation arrangements
Granted (in dollars per share)		$ 10.92
TSR Performance Share Awards | Maximum
Stock-based Compensation arrangements
Granted (in dollars per share)		$ 11.99

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Stock-Based Compensation - Assumptions for TSR Shares (Details) - TSR Performance Share Awards - $ / shares		3 Months Ended
	Feb. 28, 2022	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per performance share award (in dollars per share)	$ 17.18
Stock price volatility	44.80%
Risk-free rate of return	4.40%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per performance share award (in dollars per share)		$ 10.92
Stock price volatility		41.80%
Risk-free rate of return		3.80%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per performance share award (in dollars per share)		$ 11.99
Stock price volatility		43.40%
Risk-free rate of return		4.10%

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Earnings per Common Share - Schedule of EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income (Numerator)
Net income	$ 677	$ 608
Less: dividends attributable to participating securities	(2)	(2)
Less: Cimarex redeemable preferred stock dividends	0	(1)
Net income available to common stockholders	$ 675	$ 605
Shares (Denominator)
Weighted-average shares - basic (in shares)	764	810
Dilution effect of stock awards at end of period (in shares)	4	4
Weighted-average shares - diluted (in shares)	768	814
Earnings per share:
Basic (in dollars per share)	$ 0.88	$ 0.75
Diluted (in dollars per share)	$ 0.88	$ 0.74

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Earnings per Common Share - Calculation of Weighted-Average Shares Excluded from Diluted EPS (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Treasury Stock Method
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)	0	1

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Restructuring Costs - Restructuring Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Reserve [Roll Forward]
Balance at beginning of period	$ 77	$ 43
Additions related to merger integration	7	24
Payments of merger-related restructuring costs	(7)	(3)
Balance at end of period	$ 77	$ 64

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Additional Balance Sheet Information (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Accounts receivable, net
Trade accounts	$ 628	$ 1,067
Joint interest accounts	133	108
Other accounts	16	48
Accounts receivable, gross	777	1,223
Allowance for credit losses	(2)	(2)
Accounts receivable, net	775	1,221
Other assets
Deferred compensation plan	42	43
Debt issuance costs	10	3
Operating lease right-of-use assets	365	382
Other accounts	35	36
Other assets	452	464
Accounts payable
Trade accounts	60	27
Royalty and other owners	330	438
Accrued transportation	47	85
Accrued capital costs	233	148
Taxes other than income	67	73
Accrued lease operating costs	54	32
Other accounts	42	41
Accounts payable	833	844
Accrued liabilities
Employee benefits	32	74
Taxes other than income	32	62
Restructuring liability	44	39
Operating lease liabilities	116	114
Financing lease liabilities	6	6
Other accounts	50	33
Accrued liabilities	280	328
Other liabilities
Deferred compensation plan	54	55
Postretirement benefits	17	17
Operating lease liabilities	270	287
Financing lease liabilities	10	11
Restructuring liability	33	38
Other accounts	80	92
Other liabilities	$ 464	$ 500
Operating lease, right-of-use asset, statement of financial position [Extensible List]	Other assets	Other assets
Operating lease, liability, current, statement of financial position [Extensible List]	Accrued liabilities	Accrued liabilities
Finance lease, liability, current, statement of financial position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Operating lease, liability, noncurrent, statement of financial position [Extensible List]	Other liabilities	Other liabilities
Finance lease, liability, noncurrent, statement of financial position [Extensible Enumeration]	Other liabilities	Other liabilities

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Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Interest Income (Expense), Net [Abstract]
Interest expense	$ 20	$ 30
Debt premium amortization	(5)	(11)
Debt issuance cost amortization	1	1
Other	1	1
Interest expense	$ 17	$ 21