Coterra Energy Inc 2024年度报告

FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission file number 1-10447 COTERRA ENERGY INC.(Exact name of registrant as specified in its charter) Delaware 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: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant 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 requiredto 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 “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Largeaccelerated filer☐Accelerated filer☐Non-accelerated filer☐Smallerreportingcompany☐Emerginggrowth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☐ The aggregate market value of Common Stock, par value $0.10 per share (“Common Stock”), held by non-affiliates as of the last business day of registrant’s most recently completed second fiscal quarter (based upon theclosing sales price on the New York Stock Exchange on June 30, 2024) was approximately $19.5 billion. As of February 14, 2025, there were 764,151,477 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held April 30, 2025 areincorporated by reference into Part III of this report. Table of Contents TABLE OF CONTENTS PAGE PART IITEMS 1 and 2ITEM 1AITEM 1BITEM 1CITEM 3ITEM 4 Business and Properties6Risk Factors21Unresolved Staff Comments32Cybersecurity32Legal Proceedings33Mine Safety Disclosures34Information About Our Executive Officers34 PART IIITEM 5 ITEM 6ITEM 7 ITEM 7AITEM 8ITEM 9 ITEM 10Directors, Executive Officers and Corporate Governance100ITEM 11Executive Compensation100ITEM 12Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters100ITEM 13Certain Relationships and Related Transactions, and DirectorIndependence100ITEM 14Principal Accounting Fees and Services100PART IVITEM 15Exhibits and Financial Statement Schedules101ITEM 16Form 10-K Summary106SIGNATURESSignatures1072 Table of Contents FORWARD-LOOKING INFORMATION This report includes forward-looking statements within the meaning of federal securities laws. Allstatements, other than statements of historical fact, included in this report are forward-looking statements.Such forward-looking statements include, but are not limited to, statements regarding future financial andoperating performance and results, strategic pursuits and goals, market prices, future hedging and riskmanagement activities, timing and amount of capital expenditures and o