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2019 | Annual Report Operating Areas 2019 | ANNUAL REPORT OPERATING AREAS ROCKY MOUNTAIN REGION GULF COAST REGION Denbury Operated CO2 Pipelines Denbury Owned Fields – Current CO2 Floods Denbury Planned CO Pipelines Denbury Owned Fields – Potential CO Floods 2 2 CO2 Pipelines Owned by Others Naturally-Occurring CO2 Source Fields Owned by Others – CO2 EOR Candidates Industrial CO2 Sources Owned or Contracted 81,7('67$7(66(&85,7,(6$1'(;&+$1*(&200,66,21 :DVKLQJWRQ'& )250. 0DUN2QH ;$QQXDOUHSRUWSXUVXDQWWR6HFWLRQRU G RIWKH6HFXULWLHV([FKDQJH$FWRI For the fiscal year ended December 31, 2019 OR 7UDQVLWLRQUHSRUWSXUVXDQWWR6HFWLRQRU G RIWKH6HFXULWLHV([FKDQJH$FWRI )RUWKHWUDQVLWLRQSHULRGIURP WR &RPPLVVLRQILOHQXPEHU '(1%85<5(6285&(6,1& (Exact name of Registrant as specified in its charter) 'HODZDUH (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) /HJDF\'ULYH 3ODQR7; (Address of principal executive offices) (Zip Code) 5HJLVWUDQW¶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³ODUJHDFFHOHUDWHGILOHU´³DFFHOHUDWHGILOHU´³VPDOOHUUHSRUWLQJFRPSDQ\´DQG³HPHUJLQJJURZWK FRPSDQ\´LQ5XOHERIWKH([FKDQJH$FW /DUJHDFFHOHUDWHGILOHU;$FFHOHUDWHGILOHU 1RQDFFHOHUDWHGILOHU 6PDOOHUUHSRUWLQJFRPSDQ\ (PHUJLQJJURZWKFRPSDQ\ ,IDQHPHUJLQJJURZWKFRPSDQ\LQGLFDWHE\FKHFNPDUNLIWKHUHJLVWUDQWKDVHOHFWHGQRWWRXVHWKHH[WHQGHGWUDQVLWLRQSHULRGIRUFRPSO\LQJZLWKDQ\QHZ RUUHYLVHGILQDQFLDODFFRXQWLQJVWDQGDUGVSURYLGHGSXUVXDQWWR6HFWLRQ D RIWKH([FKDQJH$FW ,QGLFDWHE\FKHFNPDUNZKHWKHUWKHUHJLVWUDQWLVDVKHOOFRPSDQ\ DVGHILQHGLQ5XOHERIWKH$FW <HV 1R; 7KHDJJUHJDWHPDUNHWYDOXHRIWKHUHJLVWUDQW¶VFRPPRQVWRFNKHOGE\QRQDIILOLDWHVEDVHGRQWKHFORVLQJSULFHRIWKHUHJLVWUDQW¶VFRPPRQVWRFNDVRIWKH ODVWEXVLQHVVGD\RIWKHUHJLVWUDQW¶VPRVWUHFHQWO\FRPSOHWHGVHFRQGILVFDOTXDUWHUZDV 7KHQXPEHURIVKDUHVRXWVWDQGLQJRIWKHUHJLVWUDQW¶V&RPPRQ6WRFNDVRI-DQXDU\ZDV '2&80(176,1&25325$7('%<5()(5(1&( 'RFXPHQW ,QFRUSRUDWHGDVWR 1RWLFHDQG3UR[\6WDWHPHQWIRUWKH$QQXDO0HHWLQJRI6WRFNKROGHUVWREHKHOG0D\ 3DUW,,,,WHPV Denbury Resources Inc. 2019 Annual Report on Form 10-K Table of Contents Page Glossary and Selected Abbreviations 3 PART I Item 1. Business and Properties 5 Item 1A. Risk Factors 26 Item 1B. Unresolved Staff Comments 33 Item 2. Properties 33 Item 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Selected Financial Data 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63 Item 8. Financial Statements and Supplementary Information 63 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 108 Item 9A. Controls and Procedures 108 Item 9B. Other Information 108 PART III Item 10. Directors, Executive Officers and Corporate Governance 109 Item 11. Executive Compensation 109 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 109 Item 13. Certain Relationships and Related Transactions, and Director Independence 109 Item 14. Principal Accountant Fees and Services 109 PART IV Item 15. Exhibits and Financial Statement Schedules 110 Item 16. Form 10-K Summary 116 Signatures 117 2 Denbury Resources Inc. Glossary and Selected Abbreviations Bbl One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons. Bbls/d Barrels of oil or other liquid hydrocarbons produced per day. Bcf One billion cubic feet of natural gas or CO2. BOE One barrel of oil equivalent, using the ratio of one barrel of crude oil, condensate or natural gas liquids to 6 Mcf of natural gas. BOE/d BOEs produced per day. Btu British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit (°F). CO2 Carbon dioxide. EOR Enhanced oil recovery. In the context of our oil production, EOR is also referred to as tertiary recovery. Primary types of EOR include thermal, gas injection (such as natural gas, nitrogen, or CO2) and chemical injection (such as the use of polymers). Finding and The average cost per BOE to find and develop proved reserves during a given period. It is calculated development costs by dividing (a) costs, which include the sum of (i) the total acquisition, exploration and development costs incurred during the period plus (ii) future development and abandonment costs related to the specified property or group of properties, by (b) the sum of (i) the change in total proved reserves during the period plus (ii) total production during that period. GAAP Accounting principles generally accepted in the United States of America. MBbls One thousand barrels of crude oil or other liquid hydrocarbons. MBOE One thousand BOEs. Mcf One thousand cubic feet of natural gas or CO2 at a temperature base of 60 degrees Fahrenheit (°F) and at the legal pressure base (14.65 to 15.025 pounds per square inch absolute) of the state or area in which the reserves are located or sales are made. Mcf/d One thousand cubic feet of natural gas or CO2 per day. MMBbls One million barrels of crude oil or other liquid hydrocarbons. MMBOE One million BOEs. MMBtu One million Btus. MMcf One million cubic feet of natural gas or CO2. MMcf/d One million cubic feet of natural gas or CO2 produced per day. Noncash fair value The net change during the period in the fair market value of commodity derivative positions. Noncash gains (losses) on fair value gains (losses) on commodity derivatives is a non-GAAP measure and makes up only a portion commodity of “Commodity derivatives expense (income)” in the Consolidated Statements of Operations, which derivatives also includes the impact of settlements on commodity derivatives during the period. Its use is further discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Operating Results Table. NYMEX The New York Mercantile Exchange. In the context of prices received for oil and natural gas, NYMEX prices represent the West Texas Intermediate benchmark price for crude oil and Henry Hub benchmark price for natural gas. Probable Reserves that are less certain to be recovered than proved reserves but which, together with proved Reserves* reserves, are as likely as not to be recovered. Proved Developed Reserves that can be expected to be recovered through existing wells with existing equipment and Reserves* operating methods. 3 Denbury Resources Inc. Proved Reserves* Reserves that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells, Undeveloped in each case where a relatively major expenditure is required. Reserves* PV-10 Value The estimated future gross revenue to be generated from the production of proved reserves, net of estimated future production, development and abandonment costs, and before income taxes, discounted to a present value using an annual discount rate of 10%. PV-10 Values were prepared using average hydrocarbon prices equal to the unweighted arithmetic average of hydrocarbon prices on the first day of each month within the 12-month period preceding the reporting date. PV-10 Value is a non-GAAP measure and does not purport to represent the fair value of our oil and natural gas reserves; its use is further discussed in Item 1, Business and Properties – Non-GAAP Financial Measures and Reconciliations. Tcf One trillion cubic feet of natural gas or CO2. Tertiary Recovery A term used to represent techniques for extracting incremental oil out of existing oil fields (as opposed to primary and secondary recovery or “non-tertiary” recovery). See also “EOR.” * This definition is an abbreviated version of the complete definition set forth in Rule 4-10(a) of Regulation S-X. For the complete definition see: http://www.ecfr.gov/cgi-bin/text-idx? SID=2d916841db86d079fa060fa63b08d34e&mc=true&node=se17.3.210_14_610&rgn=div8. 4 Denbury Resources Inc. PART I Item 1. Business and Properties GENERAL Denbury Resources Inc., a Delaware corporation, is an independent oil and natural gas company with 230.2 MMBOE of estimated proved oil and natural gas reserves as of December 31, 2019, of which
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