AI智能总结
WASHINGTON, D.C. 20549 For the quarterly period endedMarch 31, 2025TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934. Commission file number1-10447COTERRA ENERGY INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation or organization)Three Memorial City Plaza 840 Gessner Road,Suite1400,Houston,Texas77024 Non-accelerated filer☐SmallerreportingcompanyEmerging growth company 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 Rule12b-2 of the Exchange Act). Yes☐No☒ PartI. Financial Information Financial Statements Condensed Consolidated Statement of Stockholders' Equity (Unaudited) for the Three Months Ended March 31, 2025 and Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market RiskControls and ProceduresPartII. Other InformationLegal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationExhibits2 Company’s common stock on the closing date. assets acquired and liabilities assumed, and may adjust the allocation in subsequent periods. Determining the fair value of the assets andliabilities of the FME Interests requires judgment and certain assumptions to be made. The most significant fair value estimates relate to the valuation of the oil and gas properties and gathering and pipeline systems. Oil and gas properties and gathering and pipeline systems were valued using an income and market approach utilizing Level 3 inputs including internally generated production and development dataand estimated price and cost estimates. 7 (Inmillions, except shares and share price) Consideration:Coterra common stock issued in exchange for FME equity interests Coterra common stock closing price on January 27, 2025$Total value of Coterra common stock issued$Cash consideration(1) (2) Current assetsProved oil and gas properties Unproved oil and gas propertiesGathering and pipeline systemsOther assetsTotal assets acquired$Liabilities assumed: Preliminary Purchase PriceAllocationConsideration: Cash consideration$Total consideration$(1) (2) Asset retirement obligationOther liabilitiesTotal liabilities assumed$ ________________________________________________________ Avant Post-Acquisition Operating Results The Avant assets contributed the following to the Company’s consolidated operating results:January18,2025through Combined Unaudited Pro Forma Financial Information Properties and equipment, net are comprised of the following:March 31,2025 Proved oil and gas properties$24,931$Unproved oil and gas properties5,255Gathering and pipeline systems981 Finance lease right-of-use asset 10 5.90% senior notes due February 15, 2055 Tranche A term loan due January 27, 2027250Tranche B term loan due January 17, 2028500 Unamortized debt premiumUnamortized debt discount During the three months ended March31, 2025, the weighted-average effective interest rate on the Company’s Term Loan wasapproximately6percent. As of March31, 2025, the effective interest rate on the Company’s Term Loan was approximately6percent. Volume (MBbl)6,3705,5205,5201,8001,820Weighted average differential ($/Bbl)$1.07$1.02$1.02$0.95$0.95$ 2025 Natural GasNYMEX gas collars Volume (MMBtu)72,800,00073,600,00073,600,00067,500,00040,950,00041,400,00041,400,000Weighted average floor($/MMBtu)$3.01$3.01$3.01$2.97$3.11$3.11$Weighted average ceiling($/MMBtu)$4.82$4.82$5.75$6.62$5.93$5.93$ Volume (MMBtu)18,200,00018,400,00018,400,000———Weighted average differential($/MMBtu)$(0.70)$(0.70)$(0.70)——— Volume (MMBtu)Weighted average differential (Inmillions) Balance at beginning of period$(9)$Total loss included in earnings(112)Settlement (gain) loss19 Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period CarryingAmountEstimatedFairValueCarryingAmountEstimatedFairValueLong-term debt$4,280$4,159$3,535$7.Asset Retirement Obligations Balance at beginning of periodLiabilities incurred Liabilities assumed in acquisitionsAccretion expenseBalance at end of periodLess: current asset retirement obligations 8.Commitments and ContingenciesContractual ObligationsThe Company has various contractual obligations in the normal course of its operations. There have been no material changes to the Legal Matters late 2024) and consolidated stockholder derivative action described above. In June 2024, the individual who made the demand filed astockholder derivative lawsuit styledFischer v. Dinges et. al.(U.S. District Court, Southern District of Texas). The Board of Directorsformed a committee to advise it in addressing each of the demands and the lawsuit. In April 2025, the committee advised counsel for thestockholders, who served the demand l