e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-16295
ENCORE ACQUISITION COMPANY
 
(Exact name of registrant as specified in its charter)
     
Delaware   75-2759650
     
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
777 Main Street, Suite 1400, Fort Worth, Texas   76102
     
(Address of principal executive offices)   (Zip Code)
(817) 877-9955
 
(Registrant’s telephone number, including area code)
Not applicable
 
(Former name, former address and former fiscal year, if changed since last report)
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 þ    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o 
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ
     
Number of shares of common stock, $0.01 par value, outstanding as of July 31, 2009 
 
52,793,909
 
 

 


 

ENCORE ACQUISITION COMPANY
INDEX
             
        Page
 
  PART I. FINANCIAL INFORMATION        
  Financial Statements        
 
  Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008     1  
 
  Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008     2  
 
  Consolidated Statement of Equity and Comprehensive Loss for the six months ended June 30, 2009     3  
 
  Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008     4  
 
  Notes to Consolidated Financial Statements     5  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     41  
  Quantitative and Qualitative Disclosures About Market Risk     60  
  Controls and Procedures     61  
 
  PART II. OTHER INFORMATION        
  Legal Proceedings     62  
  Risk Factors     62  
  Unregistered Sales of Equity Securities and Use of Proceeds     62  
  Submission of Matters to a Vote of Security Holders     62  
  Exhibits     63  
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-99.1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
     Certain information included in this Quarterly Report on Form 10-Q (the “Report”) and our other materials filed with the United States Securities and Exchange Commission (“SEC”), or in other written or oral statements made or to be made by us, other than statements of historical fact, are forward-looking statements as defined by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements give our current expectations or forecasts of future events. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “predict,” “potential,” “pursue,” “target,” “continue,” and other words and terms of similar meaning. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Report. Our actual results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, the matters discussed in “Item 1A. Risk Factors” and elsewhere in our 2008 Annual Report on Form 10-K and in our other filings with the SEC. If one or more of these risks or uncertainties materialize (or the consequences of such a development changes), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. We undertake no responsibility to update forward-looking statements for changes related to these or any other factors that may occur subsequent to this filing for any reason.


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ENCORE ACQUISITION COMPANY
GLOSSARY
     The following are abbreviations and definitions of certain terms used in this Report. The definitions of proved developed reserves, proved reserves, and proved undeveloped reserves have been summarized from the applicable definitions contained in Rule 4-10(a)(2-4) of Regulation S-X.
    Bbl. One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.
 
    Bbl/D. One Bbl per day.
 
    BOE. One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil.
 
    BOE/D. One BOE per day.
 
    Completion. The installation of permanent equipment for the production of hydrocarbons.
 
    Council of Petroleum Accountants Societies (“COPAS”). A professional organization of petroleum accountants that maintains consistency in accounting procedures and interpretations, including the procedures that are part of most joint operating agreements. These procedures establish a drilling rate and an overhead rate to reimburse the operator of a well for overhead costs, such as accounting and engineering.
 
    Delay Rentals. Fees paid to the lessor of an oil and natural gas lease during the primary term of the lease prior to the commencement of production from a well.
 
    Development Well. A well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.
 
    Dry Hole or Unsuccessful Well. A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production would exceed production costs.
 
    EAC. Encore Acquisition Company, a publicly traded Delaware corporation, together with its subsidiaries.
 
    ENP. Encore Energy Partners LP, a publicly traded Delaware limited partnership, together with its subsidiaries.
 
    Exploratory Well. A well drilled to find and produce hydrocarbons in an unproved area, to find a new reservoir in a field previously producing hydrocarbons in another reservoir, or to extend a known reservoir.
 
    FASB. Financial Accounting Standards Board.
 
    Field. An area consisting of a single reservoir or multiple reservoirs, all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.
 
    GAAP. Accounting principles generally accepted in the United States.
 
    Gross Acres or Gross Wells. The total acres or wells, as the case may be, in which an entity owns a working interest.
 
    Lease Operating Expense (“LOE”). All direct and allocated indirect costs of producing hydrocarbons after the completion of drilling and before the commencement of production. Such costs include labor, superintendence, supplies, repairs, maintenance, and direct overhead charges.
 
    LIBOR. London Interbank Offered Rate.
 
    MBbl. One thousand Bbls.
 
    MBOE. One thousand BOE.
 
    Mcf. One thousand cubic feet, used in reference to natural gas.
 
    Mcf/D. One Mcf per day.
 
    MMcf. One million cubic feet, used in reference to natural gas.
 
    Natural Gas Liquids (“NGLs”). The combination of ethane, propane, butane, and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature.
 
    Net Acres or Net Wells. Gross acres or wells, as the case may be, multiplied by the working interest percentage owned by an entity.
 
    Net Production. Production owned by an entity less royalties, net profits interests, and production due others.
 
    Net Profits Interest. An interest that entitles the owner to a specified share of net profits from the production of hydrocarbons.
 
    NYMEX. New York Mercantile Exchange.
 
    Oil. Crude oil, condensate, and NGLs.
 
    Operator. The entity responsible for the exploration, development, and production of a well or lease.
 
    Production Margin. Wellhead revenues less production costs.
 
    Productive Well or Successful Well. A well capable of producing hydrocarbons in commercial quantities, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities.
 
    Proved Developed Reserves. Proved reserves that can be expected to be recovered from existing wells with existing equipment and operating methods.

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ENCORE ACQUISITION COMPANY
    Proved Reserves. The estimated quantities of hydrocarbons that geological and engineering data demonstrate with reasonable certainty are recoverable in future periods from known reservoirs under existing economic and operating conditions.
 
    Proved Undeveloped Reserves. Proved reserves that are expected to be recovered from new wells on undrilled acreage for which the existence and recoverability of such reserves can be estimated with reasonable certainty, or from existing wells where a relatively major expenditure is required for recompletion. Includes unrealized production response from enhanced recovery techniques that have been proved effective by actual tests in the area and in the same reservoir.
 
    Recompletion. The completion for production from an existing wellbore in another formation from that in which the well has been previously completed.
 
    Reservoir. A porous and permeable underground formation containing a natural accumulation of producible hydrocarbons that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.
 
    Royalty. An interest in an oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof), but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.
 
    Secondary Recovery. Enhanced recovery of oil or natural gas from a reservoir beyond the oil or natural gas that can be recovered by normal flowing and pumping operations. Involves maintaining or enhancing reservoir pressure by injecting water, gas, or other substances into the formation in order to displace hydrocarbons toward the wellbore. The most common secondary recovery techniques are gas injection and waterflooding.
 
    SFAS. Statement of Financial Accounting Standards.
 
    Tertiary Recovery. An enhanced recovery operation that normally occurs after waterflooding in which chemicals or natural gases are used as the injectant.
 
    Waterflood. A secondary recovery operation in which water is injected into the producing formation in order to maintain reservoir pressure and force oil toward and into the producing wells.
 
    Working Interest. An interest in an oil or natural gas lease that gives the owner the right to drill for and produce hydrocarbons on the leased acreage and requires the owner to pay a share of the production and development costs.
 
    Workover. Operations on a producing well to restore or increase production.
 

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENCORE ACQUISITION COMPANY
CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)
                 
    June 30,     December 31,  
    2009     2008  
    (unaudited)          
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 35,840     $ 2,039  
Accounts receivable, net of allowance for doubtful accounts of $434 and $381, respectively
    96,591       117,995  
Current portion of long-term receivables
    13,260       11,070  
Inventory
    27,266       24,798  
Derivatives
    53,204       349,344  
Income taxes receivable
    5,452       29,445  
Other
    5,286       6,239  
 
           
Total current assets
    236,899       540,930  
 
           
 
               
Properties and equipment, at cost — successful efforts method:
               
Proved properties, including wells and related equipment
    3,743,817       3,538,459  
Unproved properties
    114,168       124,339  
Accumulated depletion, depreciation, and amortization
    (914,021 )     (771,564 )
 
           
 
    2,943,964       2,891,234  
 
           
Other property and equipment
    25,794       25,192  
Accumulated depreciation
    (14,854 )     (12,753 )
 
           
 
    10,940       12,439  
 
           
 
               
Acquisition deposit
    37,500        
Goodwill
    60,606       60,606  
Derivatives
    48,151       38,497  
Long-term receivables, net of allowance for doubtful accounts of $11,981 and $7,643, respectively
    51,419       60,915  
Other
    31,490       28,574  
 
           
Total assets
  $ 3,420,969     $ 3,633,195  
 
           
LIABILITIES AND EQUITY
               
Current liabilities:
               
Accounts payable
  $ 15,808     $ 10,017  
Accrued liabilities:
               
Lease operating expense
    24,796       19,108  
Development capital
    56,144       79,435  
Interest
    16,059       11,808  
Production, ad valorem, and severance taxes
    28,392       25,133  
Compensation
    19,865       16,216  
Derivatives
    23,214       63,476  
Oil and natural gas revenues payable
    11,373       10,821  
Deferred taxes
    76,862       105,768  
Other
    17,411       10,470  
 
           
Total current liabilities
    289,924       352,252  
 
               
Derivatives
    47,861       8,922  
Future abandonment cost, net of current portion
    47,985       48,058  
Deferred taxes
    408,514       416,915  
Long-term debt
    1,172,912       1,319,811  
Other
    3,647       3,989  
 
           
Total liabilities
    1,970,843       2,149,947  
 
           
 
               
Commitments and contingencies (see Note 14)
               
 
               
Equity:
               
Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued and outstanding
           
Common stock, $.01 par value, 144,000,000 shares authorized, 51,870,080 and 51,551,937 issued and outstanding, respectively
    519       516  
Additional paid-in capital
    542,278       525,763  
Treasury stock, at cost, 466 and 4,753 shares, respectively
    (16 )     (101 )
Retained earnings
    733,309       789,698  
Accumulated other comprehensive loss
    (1,434 )     (1,748 )
 
           
Total EAC stockholders’ equity
    1,274,656       1,314,128  
Noncontrolling interest
    175,470       169,120  
 
           
Total equity
    1,450,126       1,483,248  
 
           
Total liabilities and equity
  $ 3,420,969     $ 3,633,195  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

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ENCORE ACQUISITION COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)
(unaudited)
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
Revenues:
                               
Oil
  $ 133,677     $ 286,924     $ 221,966     $ 507,458  
Natural gas
    29,486       67,889       54,740       116,201  
Marketing
    315       2,521       1,121       6,577  
 
                       
Total revenues
    163,478       357,334       277,827       630,236  
 
                       
 
                               
Expenses:
                               
Production:
                               
Lease operating
    40,451       40,697       84,676       81,047  
Production, ad valorem, and severance taxes
    17,033       35,043       28,852       62,495  
Depletion, depreciation, and amortization
    74,434       51,026       144,734       100,569  
Exploration
    15,934       11,593       27,133       17,081  
General and administrative
    13,779       11,559       27,473       21,246  
Marketing
    515       3,725       1,254       7,507  
Derivative fair value loss
    61,106       256,390       12,515       321,528  
Other operating
    14,835       3,226       21,178       5,732  
 
                       
Total expenses
    238,087       413,259       347,815       617,205  
 
                       
 
                               
Operating income (loss)
    (74,609 )     (55,925 )     (69,988 )     13,031  
 
                       
 
                               
Other income (expenses):
                               
Interest
    (19,126 )     (16,785 )     (35,089 )     (36,545 )
Other
    657       686       1,211       1,537  
 
                       
Total other expenses
    (18,469 )     (16,099 )     (33,878 )     (35,008 )
 
                       
 
                               
Loss before income taxes
    (93,078 )     (72,024 )     (103,866 )     (21,977 )
Income tax benefit
    31,558       21,322       36,443       2,589  
 
                       
 
                               
Consolidated net loss
    (61,520 )     (50,702 )     (67,423 )     (19,388 )
Less: net loss attributable to noncontrolling interest
    14,545       14,982       12,892       14,888  
 
                       
Net loss attributable to EAC
  $ (46,975 )   $ (35,720 )   $ (54,531 )   $ (4,500 )
 
                       
 
                               
Net loss per common share:
                               
Basic
  $ (0.91 )   $ (0.68 )   $ (1.05 )   $ (0.09 )
Diluted
  $ (0.91 )   $ (0.68 )   $ (1.05 )   $ (0.09 )
 
                               
Weighted average common shares outstanding:
                               
Basic
    51,849       52,344       51,769       52,571  
Diluted
    51,849       52,344       51,769       52,571  
The accompanying notes are an integral part of these consolidated financial statements.

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ENCORE ACQUISITION COMPANY
CONSOLIDATED STATEMENT OF EQUITY AND COMPREHENSIVE LOSS

(in thousands)
(unaudited)
                                                                         
    EAC Stockholders              
    Issued                                             Accumulated              
    Shares of             Additional     Shares of                     Other              
    Common     Common     Paid-in     Treasury     Treasury     Retained     Comprehensive     Noncontrolling     Total  
    Stock     Stock     Capital     Stock     Stock     Earnings     Loss     Interest     Equity  
 
                                                                       
Balance at December 31, 2008
    51,557     $ 516     $ 525,763       (5 )   $ (101 )   $ 789,698     $ (1,748 )   $ 169,120     $ 1,483,248  
Exercise of stock options and vesting of restricted stock
    429       3       415                                     418  
Purchase of treasury stock
                      (111 )     (2,961 )                       (2,961 )
Cancellation of treasury stock
    (116 )           (1,188 )     116       3,046       (1,858 )                  
Non-cash equity-based compensation
                7,859                               69       7,928  
ENP cash distributions to noncontrolling interest
                                              (12,153 )     (12,153 )
ENP issuance of common units
                                              40,520       40,520  
Adjustment to reflect gain on ENP issuance of common units
                9,312                               (9,312 )      
Other
                117                                     117  
Components of comprehensive loss:
                                                                       
Consolidated net loss
                                  (54,531 )           (12,892 )     (67,423 )
Change in deferred hedge loss on interest rate swaps, net of tax of $219
                                        314       118       432  
 
                                                                     
Total comprehensive loss
                                                                    (66,991 )
 
                                                     
Balance at June 30, 2009
    51,870     $ 519     $ 542,278           $ (16 )   $ 733,309     $ (1,434 )   $ 175,470     $ 1,450,126  
 
                                                     
The accompanying notes are an integral part of these consolidated financial statements.

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ENCORE ACQUISITION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
(unaudited)
                 
    Six months ended  
    June 30,  
    2009     2008  
Cash flows from operating activities:
               
Consolidated net loss
  $ (67,423 )   $ (19,388 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depletion, depreciation, and amortization
    144,734       100,569  
Non-cash exploration expense
    26,264       15,545  
Deferred taxes
    (37,514 )     (26,756 )
Non-cash equity-based compensation expense
    6,863       6,205  
Non-cash derivative loss
    98,325       300,370  
Gain on disposition of assets
    (43 )     (79 )
Other
    14,039       6,619  
Changes in operating assets and liabilities:
               
Accounts receivable
    39,030       (47,301 )
Current derivatives
    257,137       (670 )
Other current assets
    16,142       (9,680 )
Long-term derivatives
          (1,196 )
Other assets
    5,835       (1,033 )
Accounts payable
    10,719       4,208  
Other current liabilities
    30,702       25,825  
Other noncurrent liabilities
    (663 )     (923 )
 
           
 
               
Net cash provided by operating activities
    544,147       352,315  
 
           
 
               
Cash flows from investing activities:
               
Proceeds from disposition of assets
    514       631  
Purchases of other property and equipment
    (772 )     (1,622 )
Acquisition of oil and natural gas properties
    (39,990 )     (49,280 )
Divestiture of oil and natural gas properties
    (220 )      
Deposit on acquisition of oil and natural gas properties
    (37,500 )      
Development of oil and natural gas properties
    (235,101 )     (233,225 )
Net collections from (advances to) working interest partners
    3,709       (22,907 )
 
           
 
               
Net cash used in investing activities
    (309,360 )     (306,403 )
 
           
 
               
Cash flows from financing activities:
               
Repurchase and retirement of common stock
          (39,118 )
Exercise of stock options and vesting of restricted stock, net of treasury stock purchases
    (2,543 )     374  
Proceeds from long-term debt, net of issuance costs
    320,450       618,339  
Payments on long-term debt
    (473,000 )     (598,500 )
ENP cash distributions to noncontrolling interest
    (12,153 )     (11,168 )
Proceeds from ENP issuance of common units, net of offering costs
    40,724        
Payments of deferred commodity derivative contract premiums
    (69,536 )     (20,583 )
Change in cash overdrafts
    (4,928 )     4,634  
 
           
 
               
Net cash used in financing activities
    (200,986 )     (46,022 )
 
           
 
               
Increase (decrease) in cash and cash equivalents
    33,801       (110 )
Cash and cash equivalents, beginning of period
    2,039       1,704  
 
           
 
               
Cash and cash equivalents, end of period
  $ 35,840     $ 1,594  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)
Note 1. Description of Business
     EAC is engaged in the acquisition and development of oil and natural gas reserves from onshore fields in the United States. Since 1998, EAC has acquired producing properties with proven reserves and leasehold acreage and grown the production and proven reserves by drilling, exploring, and reengineering or expanding existing waterflood projects. EAC’s properties and oil and natural gas reserves are located in four core areas:
    the Cedar Creek Anticline (“CCA”) in the Williston Basin in Montana and North Dakota;
 
    the Permian Basin in West Texas and southeastern New Mexico;
 
    the Rockies, which includes non-CCA assets in the Williston, Big Horn, and Powder River Basins in Wyoming, Montana, and North Dakota, and the Paradox Basin in southeastern Utah; and
 
    the Mid-Continent area, which includes the Arkoma and Anadarko Basins in Arkansas and Oklahoma, the North Louisiana Salt Basin, and the East Texas Basin.
Note 2. Basis of Presentation
     EAC’s consolidated financial statements include the accounts of its wholly owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
     In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly, in all material respects, EAC’s financial position as of June 30, 2009, results of operations for the three and six months ended June 30, 2009 and 2008, and cash flows for the six months ended June 30, 2009 and 2008. All adjustments are of a normal recurring nature. These interim results are not necessarily indicative of results for an entire year.
     Certain amounts and disclosures have been condensed or omitted from these consolidated financial statements pursuant to the rules and regulations of the SEC. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in EAC’s 2008 Annual Report on Form 10-K.
Noncontrolling Interest
     As of June 30, 2009 and December 31, 2008, EAC owned approximately 58 percent and 63 percent, respectively, of ENP’s common units, as well as all of the interests of Encore Energy Partners GP LLC (“GP LLC”), a Delaware limited liability company and indirect wholly owned non-guarantor subsidiary of EAC. GP LLC is ENP’s general partner. Considering the presumption of control of GP LLC in accordance with Emerging Issues Task Force (“EITF”) Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights,” the financial position, results of operations, and cash flows of ENP are consolidated with those of EAC.
     As presented in the accompanying Consolidated Balance Sheets, “Noncontrolling interest” as of June 30, 2009 and December 31, 2008 of $175.5 million and $169.1 million, respectively, represents third-party ownership interests in ENP. As presented in the accompanying Consolidated Statements of Operations, “Net loss attributable to noncontrolling interest” for the three and six months ended June 30, 2009 of $14.5 million and $12.9 million, respectively, and for the three and six months ended June 30, 2008 of $15.0 million and $14.9 million, respectively, represents the net loss of ENP attributable to third-party owners.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     The following table summarizes the effects of changes in EAC’s ownership interest in ENP on EAC’s equity for the periods indicated:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
    (in thousands)  
Net loss attributable to EAC
  $ (46,975 )   $ (35,720 )   $ (54,531 )   $ (4,500 )
 
                       
Transfer from (to) noncontrolling interest:
                               
Increase in EAC’s paid-in capital for ENP’s issuance of 283,700 common units in connection with acquisition of net profits interest in certain Crockett County properties
          3,458             3,458  
Increase in EAC’s paid-in capital for ENP’s issuance of 2,760,000 common units in public offering
    9,312             9,312        
 
                       
Net transfer from (to) noncontrolling interest
    9,312       3,458       9,312       3,458  
 
                       
Change from net loss attributable to EAC and transfers from (to) noncontrolling interest
  $ (37,663 )   $ (32,262 )   $ (45,219 )   $ (1,042 )
 
                       
Supplemental Disclosures of Cash Flow Information
     The following table sets forth supplemental disclosures of cash flow information for the periods indicated:
                 
    Six months ended June 30,
    2009   2008
    (in thousands)
Non-cash investing and financing activities:
               
Deferred premiums on commodity derivative contracts
  $ 40,087     $ 25,685  
ENP’s issuance of common units in connection with acquisition of net profits interest in certain Crockett County properties
          5,748  
Allowance for Doubtful Accounts
     During the three months ended June 30, 2009, EAC recorded bad debt expense of approximately $4.7 million, primarily related to balances due from ExxonMobil Corporation (“ExxonMobil”) in connection with EAC’s joint development agreement, which is included in “Other operating expense” in the accompanying Consolidated Statements of Operations. The following table summarizes the changes in allowance for doubtful accounts for the six months ended June 30, 2009 (in thousands):
         
Allowance for doubtful accounts at January 1, 2009
  $ 8,024  
Bad debt expense
    4,678  
Write off
    (287 )
 
     
Allowance for doubtful accounts at June 30, 2009
  $ 12,415  
 
     
     Of the $12.4 million allowance for doubtful accounts at June 30, 2009, $0.4 million is short-term and $12.0 million is long-term.
Reclassifications
     Certain amounts in prior periods have been reclassified to conform to the current period presentation. In particular, certain amounts in the Consolidated Financial Statements have been either combined or classified in more detail.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
New Accounting Pronouncements
FASB Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”)
     In February 2008, the FASB issued FSP FAS 157-2, which delayed the effective date of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”) for one year for nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). EAC elected a partial deferral of SFAS 157 for all instruments within the scope of FSP FAS 157-2, including, but not limited to, its asset retirement obligations and indefinite lived assets. FSP FAS 157-2 was prospectively effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The adoption of FSP FAS 157-2 on January 1, 2009 did not have a material impact on EAC’s results of operations or financial condition. Please read “Note 5. Fair Value Measurements” for additional discussion.
SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”)
     In December 2007, the FASB issued SFAS 141R, which replaces SFAS No. 141, “Business Combinations.” SFAS 141R establishes principles and requirements for the reporting entity in a business combination, including: (1) recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (2) recognition and measurement of goodwill acquired in the business combination or a gain from a bargain purchase; and (3) determination of the information to be disclosed to enable financial statement users to evaluate the nature and financial effects of the business combination. In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arises from Contingencies” (“FSP FAS 141R-1”), which amends and clarifies SFAS 141R to address application issues, including: (1) initial recognition and measurement; (2) subsequent measurement and accounting; and (3) disclosure of assets and liabilities arising from contingencies in a business combination. SFAS 141R and FSP FAS 141R-1 were prospectively effective for business combinations consummated in fiscal years beginning on or after December 15, 2008. The adoption of SFAS 141R and FSP FAS 141R-1 on January 1, 2009 did not have a material impact on EAC’s results of operations or financial condition. However, the application of SFAS 141R and FSP FAS 141R-1 to future acquisitions could impact EAC’s results of operations and financial condition and the reporting of acquisitions in the consolidated financial statements.
SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment to ARB No. 51” (“SFAS 160”)
     In December 2007, the FASB issued SFAS 160, which amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 was prospectively effective for fiscal years beginning on or after December 15, 2008, except for the presentation and disclosure requirements which were retrospectively effective. SFAS 160 clarifies that a noncontrolling interest in a subsidiary, which was often referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, SFAS 160 requires consolidated net income to be reported for the amounts attributable to both the parent and the noncontrolling interest on the face of the consolidated statement of operations and gains on a subsidiaries’ issuance of equity to be accounted for as capital transactions. The adoption of SFAS 160 on January 1, 2009 did not have a material impact on EAC’s results of operations or financial condition.
SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“SFAS 161”)
     In March 2008, the FASB issued SFAS 161, which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), to require enhanced disclosures, including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 was prospectively effective for financial statements issued for fiscal years beginning on or after November 15, 2008, and interim periods within those fiscal years. The adoption of SFAS 161 on January 1, 2009 required additional disclosures regarding EAC’s derivative instruments; however, it did not impact EAC’s results of operations or financial condition. Please read “Note 5. Fair Value Measurements” for additional discussion.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”)
     In June 2008, the FASB issued FSP EITF 03-6-1, which addresses whether instruments granted in equity-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation for computing basic earnings per share (“EPS”) under the two-class method prescribed by SFAS No. 128, “Earnings per Share” (“SFAS 128”). FSP EITF 03-6-1 was retroactively effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP EITF 03-6-1 on January 1, 2009 did not have a material impact on EAC’s results of operations or financial condition. All periods presented in the accompanying Consolidated Financial Statements have been restated to reflect the adoption of FSP EITF 03-6-1. Please read “Note 10. Earnings Per Share” for additional discussion.
SEC Release No. 33-8995, “Modernization of Oil and Gas Reporting” (“Release 33-8995”)
     In December 2008, the SEC issued Release 33-8995, which amends oil and natural gas reporting requirements under Regulations S-K and S-X. Release 33-8995 also adds a section to Regulation S-K (Subpart 1200) to codify the revised disclosure requirements in Securities Act Industry Guide 2, which is being phased out. Release 33-8995 permits the use of new technologies to determine proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserves volumes. Release 33-8995 will also allow companies to disclose their probable and possible reserves to investors at the company’s option. In addition, the new disclosure requirements require companies to: (1) report the independence and qualifications of its reserves preparer or auditor; (2) file reports when a third party is relied upon to prepare reserves estimates or conduct a reserves audit; and (3) report oil and gas reserves using an average price based upon the prior 12-month period rather than a year-end price, unless prices are defined by contractual arrangements, excluding escalations based on future conditions. Release 33-8995 is prospectively effective for financial statements issued for fiscal years ending on or after December 31, 2009. EAC is evaluating the impact Release 33-8995 will have on its financial condition, results of operations, and disclosures.
FSP No. FAS 107-1 and APB 28-1, “Disclosure of Fair Value of Financial Instruments in Interim Statements” (“FSP FAS 107-1 and APB 28-1”)
     In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, which requires that disclosures concerning the fair value of financial instruments be presented in interim as well as annual financial statements. FSP FAS 107-1 and APB 28-1 is prospectively effective for financial statements issued for interim periods ending after June 15, 2009. The adoption of FSP FAS 107-1 and APB 28-1 required additional disclosures regarding EAC’s financial instruments; however, it did not impact EAC’s results of operations or financial condition. Please read “Note 5. Fair Value Measurements” for additional discussion.
SFAS No. 165, “Subsequent Events” (“SFAS 165”)
     In June 2009, the FASB issued SFAS 165 to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. In particular, SFAS 165 sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is prospectively effective for financial statements issued for interim or annual periods ending after June 15, 2009. The adoption of SFAS 165 on June 30, 2009 did not impact EAC’s results of operations or financial condition.
SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”)
     In June 2009, the FASB issued SFAS 168, which replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS 168 establishes the FASB Accounting Standards Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 is prospectively effective for financial statements for fiscal years ending on or after September 15, 2009, and interim periods within those fiscal years. The adoption of SFAS 168 on July 1, 2009 did not impact EAC’s results of operations or financial condition.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Note 3. Inventory
     Inventory includes materials and supplies and oil in pipelines, which are stated at the lower of cost (determined on an average basis) or market. Oil produced at the lease which resides unsold in pipelines is carried at an amount equal to its operating costs to produce. Oil in pipelines purchased from third parties is carried at average purchase price. Inventory consisted of the following as of the dates indicated:
                 
    June 30,     December 31,  
    2009     2008  
    (in thousands)  
Materials and supplies
  $ 19,766     $ 15,933  
Oil in pipelines
    7,500       8,865  
 
           
Total inventory
  $ 27,266     $ 24,798  
 
           
     During the three months ended June 30, 2009, EAC recorded a lower of cost or market adjustment of approximately $5.7 million to the carrying value of pipe and other tubular inventory whose market value had declined below cost, which is included in “Other operating expense” in the accompanying Consolidated Statements of Operations.
Note 4. Proved Properties
     Amounts shown in the accompanying Consolidated Balance Sheets as “Proved properties, including wells and related equipment” consisted of the following as of the dates indicated:
                 
    June 30,     December 31,  
    2009     2008  
    (in thousands)  
Proved leasehold costs
  $ 1,448,959     $ 1,421,859  
Wells and related equipment — Completed
    2,252,196       1,943,275  
Wells and related equipment — In process
    42,662       173,325  
 
           
Total proved properties
  $ 3,743,817     $ 3,538,459  
 
           
Note 5. Fair Value Measurements
     The following table sets forth EAC’s book value and estimated fair value of financial instruments as of the dates indicated:
                                 
    June 30, 2009   December 31, 2008
    Book   Fair   Book   Fair
    Value   Value   Value   Value
    (in thousands)
Assets:
                               
Cash and cash equivalents
  $ 35,840     $ 35,840     $ 2,039     $ 2,039  
Accounts receivable, net
    96,591       96,591       117,995       117,995  
Plugging bond
    849       1,003       824       1,202  
Bell Creek escrow
    9,257       9,258       9,229       9,241  
Commodity derivative contracts
    101,355       101,355       387,841       387,841  
Long-term receivables, net
    64,679       64,679       71,986       71,986  
Liabilities:
                               
Accounts payable
    15,808       15,808       10,017       10,017  
6.25% Senior Subordinated Notes
    150,000       126,000       150,000       101,250  
6.0% Senior Subordinated Notes
    296,292       249,000       296,040       194,250  
9.5% Senior Subordinated Notes
    207,799       222,188              
7.25% Senior Subordinated Notes
    148,821       127,500       148,771       94,500  
Revolving credit facilities
    370,000       370,000       725,000       725,000  
Commodity derivative contracts
    28,323       28,323       229       229  
Deferred premiums on commodity derivative contracts
    38,927       38,927       67,610       67,610  
Interest rate swaps
    3,825       3,825       4,559       4,559  

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     The book values of cash and cash equivalents, accounts receivable, net, and accounts payable approximate fair value due to the short-term nature of these instruments. The book value of long-term receivables, net, approximates fair value as it is net of amounts deemed to be uncollectible and bears interest at market rates. The plugging bond and Bell Creek escrow are included in “Other assets” on the accompanying Consolidated Balance Sheets and are classified as “held to maturity” and therefore, are recorded at amortized cost, which was less than fair value. The fair values of the plugging bond and Bell Creek escrow were determined using open market quotes. The fair values of the senior subordinated notes were determined using open market quotes. The difference between book value and fair value represents the premium or discount on that date. The book value of the revolving credit facilities approximates fair value as the interest rate is variable. Commodity derivative contracts and interest rate swaps are marked-to-market each quarter. Deferred premiums on commodity derivative contracts were recorded at their net present value at the time the contracts were entered into and EAC accretes that value to the eventual settlement price by recording interest expense each period.
Derivative Policy
     EAC uses various financial instruments for non-trading purposes to manage and reduce price volatility and other market risks associated with its oil and natural gas production. These arrangements are structured to reduce EAC’s exposure to commodity price decreases, but they can also limit the benefit EAC might otherwise receive from commodity price increases. EAC’s risk management activity is generally accomplished through over-the-counter derivative contracts with large financial institutions. EAC also uses derivative instruments in the form of interest rate swaps, which hedge risk related to interest rate fluctuation.
     EAC applies the provisions of SFAS 133, which requires each derivative instrument to be recorded in the balance sheet at fair value. If a derivative has not been designated as a hedge or does not otherwise qualify for hedge accounting, it must be adjusted to fair value through earnings. However, if a derivative qualifies for hedge accounting, depending on the nature of the hedge, changes in fair value can be recognized in accumulated other comprehensive loss until such time as the hedged item is recognized in earnings.
     In order to qualify for cash flow hedge accounting, the cash flows from the hedging instrument must be highly effective in offsetting changes in cash flows of the hedged item. In addition, all hedging relationships must be designated, documented, and reassessed periodically. The effective portion of cash flow hedges are marked to market through accumulated other comprehensive loss each period.
     EAC has elected to designate its current interest rate swaps as cash flow hedges. The effective portion of the mark-to-market gain or loss on these derivative instruments is recorded in “Accumulated other comprehensive loss” on the accompanying Consolidated Balance Sheets and reclassified into earnings in the same period in which the hedged transaction affects earnings. Any ineffective portion of the mark-to-market gain or loss is recognized in earnings as “Derivative fair value loss” in the accompanying Consolidated Statements of Operations.
     EAC has not elected to designate its current portfolio of commodity derivative contracts as hedges. Therefore, changes in fair value of these derivative instruments are recognized in earnings as “Derivative fair value loss” in the accompanying Consolidated Statements of Operations.
Commodity Derivative Contracts
     EAC manages commodity price risk with swap contracts, put contracts, collars, and floor spreads. Swap contracts provide a fixed price for a notional amount of sales volumes. Put contracts provide a fixed floor price on a notional amount of sales volumes while allowing full price participation if the relevant index price closes above the floor price. Collars provide a floor price on a notional amount of sales volumes while allowing some additional price participation if the relevant index price closes above the floor price.
     From time to time, EAC enters into floor spreads. In a floor spread, EAC purchases puts at a specified price (a “purchased put”) and also sells a put at a lower price (a “short put”). This strategy enables EAC to achieve downside protection for a portion of its production, while funding the cost of such protection by selling a put at a lower price. If the price of the commodity falls below the strike price of the purchased put, then EAC has protection against commodity price decreases for the covered production down to the strike price of the short put. At commodity prices below the strike price of the short put, the benefit from the purchased put is generally offset by the expense associated with the short put. For example, in 2007, EAC purchased oil put options for 2,000 Bbls/D in 2010 at $65 per Bbl. As NYMEX prices increased in 2008, EAC wished to protect downside price exposure at the higher price. In order to do this, EAC purchased oil put options for 2,000 Bbls/D in 2010 at $75 per Bbl and simultaneously sold oil put options for

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
2,000 Bbls/D in 2010 at $65 per Bbl. Thus, after these transactions were completed, EAC had purchased two oil put options for 2,000 Bbls/D in 2010 (one at $65 per Bbl and one at $75 per Bbl) and sold one oil put option for 2,000 Bbls/D in 2010 at $65 per Bbl. However, the net effect resulted in EAC owning one oil put option for 2,000 Bbls/D at $75 per Bbl. In the following tables, the purchased floor component of these floor spreads are shown net and included with EAC’s other floor contracts.
     The following tables summarize EAC’s open commodity derivative contracts as of June 30, 2009:
Oil Derivative Contracts
                                                               
    Average     Weighted       Average     Weighted       Average     Weighted       Asset  
    Daily     Average       Daily     Average       Daily     Average       (Liability)  
    Floor     Floor       Cap     Cap       Swap     Swap       Fair Market  
Period   Volume     Price       Volume     Price       Volume     Price       Value  
    (Bbls)     (per Bbl)       (Bbls)     (per Bbl)       (Bbls)     (per Bbl)       (in thousands)  
July — Dec. 2009 (a)
                                                        $ 21,227  
 
    3,130     $ 110.00         440     $ 97.75             $            
 
                                1,000       68.70            
2010
                                                          (172 )
 
    880       80.00         440       93.80                          
 
    2,000       75.00         3,000       74.13         1,385       75.78            
 
    8,385       62.83         500       65.60         1,750       64.08            
 
    1,000       56.00                       1,000       59.70            
2011
                                                          23,343  
 
    1,880       80.00         1,440       95.41         325       80.00            
 
    2,500       70.00                       1,060       78.42            
 
    4,385       65.00                       250       69.65            
2012
                                                          2,918  
 
    750       70.00         500       82.05         835       81.19            
 
    2,135       65.00         250       79.25         1,300       76.54            
 
                                               
 
                                                        $ 47,316  
 
                                                           
 
(a)   In addition, ENP has a floor contract for 1,000 Bbls/D at $63.00 per Bbl and a short floor contract for 1,000 Bbls/D at $65.00 per Bbl.
Natural Gas Derivative Contracts
                                                               
    Average     Weighted       Average     Weighted       Average     Weighted       Asset  
    Daily     Average       Daily     Average       Daily     Average       (Liability)  
    Floor     Floor       Cap     Cap       Swap     Swap       Fair Market  
Period   Volume     Price       Volume     Price       Volume     Price       Value  
    (Mcf)     (per Mcf)       (Mcf)     (per Mcf)       (Mcf)     (per Mcf)       (in thousands)  
July — Dec. 2009
                                                        $ 12,715  
 
    3,800     $ 8.20         3,800     $ 9.83             $            
 
    3,800       7.20         5,000       7.45                          
 
    6,800       6.57         15,000       6.63                          
 
    15,000       5.64                                        
2010
                                                          14,169  
 
    3,800       8.20         3,800       9.58         25,452       6.46            
 
    4,698       7.26                       550       5.86            
2011
                                                          993  
 
    3,398       6.31                       27,952       6.48            
 
                                550       5.86            
2012
                                                          (2,161 )
 
    898       6.76                       25,452       6.47            
 
                                550       5.86            
 
                                               
 
                                                        $ 25,716  
 
                                                           
     As of June 30, 2009, EAC had $38.9 million of deferred premiums payable, of which $29.0 million was long-term and included in “Derivatives” in the non-current liabilities section of the accompanying Consolidated Balance Sheet and $9.9 million was current and included in “Derivatives” in the current liabilities section of the accompanying Consolidated Balance Sheet. The premiums relate to various oil and natural gas floor contracts and are payable on a monthly basis from July 2009 to January 2013.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     Counterparty Risk. At June 30, 2009, EAC had committed greater than 10 percent (in terms of fair market value) of either its oil or natural gas derivative contracts to the following counterparties:
                 
    Percentage of   Percentage of
    Oil Derivative   Natural Gas Derivative
    Contracts   Contracts
Counterparty   Committed   Committed
BNP Paribas
    42 %     24 %
Calyon
    19 %     39 %
JP Morgan
    11 %     14 %
Wachovia Bank
    12 %     22 %
     In order to mitigate the credit risk of financial instruments, EAC enters into master netting agreements with significant counterparties. The master netting agreement is a standardized, bilateral contract between a given counterparty and EAC. Instead of treating each derivative financial transaction between the counterparty and EAC separately, the master netting agreement enables the counterparty and EAC to aggregate all financial trades and treat them as a single agreement. This arrangement benefits EAC in three ways: (1) the netting of the value of all trades reduces the likelihood of counterparties requiring daily collateral posting by EAC; (2) default by a counterparty under one financial trade can trigger rights to terminate all financial trades with such counterparty; and (3) netting of settlement amounts reduces EAC’s credit exposure to a given counterparty in the event of close-out. EAC’s accounting policy is to not offset fair value amounts recorded in the accompanying Consolidated Balance Sheets for derivative instruments.
Interest Rate Swaps
     ENP uses derivative instruments in the form of interest rate swaps, which hedge risk related to interest rate fluctuation, whereby it converts the interest due on certain floating rate debt under its revolving credit facility to a weighted average fixed rate. The following table summarizes ENP’s open interest rate swaps as of June 30, 2009, all of which were entered into with Bank of America, N.A.:
                         
    Notional   Fixed   Floating
Term   Amount   Rate   Rate
    (in thousands)                
July 2009 - Jan. 2011
  $ 50,000       3.1610 %   1-month LIBOR
July 2009 - Jan. 2011
    25,000       2.9650 %   1-month LIBOR
July 2009 - Jan. 2011
    25,000       2.9613 %   1-month LIBOR
July 2009 - Mar. 2012
    50,000       2.4200 %   1-month LIBOR
     The actual gains or losses ENP will realize from its interest rate swaps may vary significantly from the deferred loss recorded in accumulated other comprehensive loss due to the fluctuation of interest rates.
Current Period Impact
     EAC recognized derivative fair value gains and losses related to: (1) ineffectiveness on derivative contracts designated as hedges; (2) changes in the fair market value of derivative contracts not designated as hedges; (3) settlements on derivative contracts not designated as hedges; and (4) premium amortization. The following table summarizes the components of “Derivative fair value loss” for the periods indicated:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
    (in thousands)  
Ineffectiveness
  $ 6     $ 39     $ (34 )   $ (343 )
Mark-to-market loss
    78,082       219,433       280,993       265,048  
Premium amortization
    6,764       17,293       84,719       32,806  
Settlements
    (23,746 )     19,625       (353,163 )     24,017  
 
                       
Total derivative fair value loss
  $ 61,106     $ 256,390     $ 12,515     $ 321,528  
 
                       

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     In March 2009, EAC elected to monetize certain of its 2009 oil derivative contracts and received proceeds of approximately $190.4 million from these settlements, which were used to reduce outstanding borrowings under EAC’s revolving credit facility.
Accumulated Other Comprehensive Loss
     At June 30, 2009 and December 31, 2008, accumulated other comprehensive loss consisted entirely of deferred losses, net of tax, on ENP’s interest rate swaps of $1.4 million and $1.7 million, respectively. During the twelve months ending June 30, 2010, EAC expects to reclassify $3.3 million of deferred losses associated with ENP’s interest rate swaps from accumulated other comprehensive loss to interest expense.
Tabular Disclosures of Fair Value Measurements
     The following table summarizes the fair value of EAC’s derivative contracts as of the dates indicated (in thousands):
                                                                   
    Asset Derivatives       Liability Derivatives  
    June 30, 2009     December 31, 2008       June 30, 2009     December 31, 2008  
    Balance Sheet     Fair     Balance Sheet     Fair       Balance Sheet             Balance Sheet        
    Location     Value     Location     Value       Location     Fair Value     Location     Fair Value  
 
                                                                 
Derivatives not designated as hedging instruments under SFAS 133
                                                                 
Commodity derivative contracts
  Derivatives - current   $ 53,204     Derivatives - current   $ 349,344       Derivatives - current   $ 10,037     Derivatives - current   $  
Commodity derivative contracts
  Derivatives - noncurrent     48,151     Derivatives - noncurrent     38,497       Derivatives - noncurrent     18,286     Derivatives - noncurrent     229  
 
                                                         
 
                                                                 
Total derivatives not designated as hedging instruments under SFAS 133
          $ 101,355             $ 387,841               $ 28,323             $ 229  
 
                                                         
 
                                                                 
 
            `                                                    
Derivatives designated as hedging instruments under SFAS 133
                                                                 
Interest rate swaps
  Derivatives - current   $     Derivatives - current   $       Derivatives - current   $ 3,272     Derivatives - current   $ 1,297  
Interest rate swaps
  Derivatives - noncurrent         Derivatives - noncurrent           Derivatives - noncurrent     553     Derivatives - noncurrent     3,262  
 
                                                         
Total derivatives designated as hedging instruments under SFAS 133
          $             $               $ 3,825             $ 4,559  
 
                                                         
Total derivatives
          $ 101,355             $ 387,841               $ 32,148             $ 4,788  
 
                                                         
     The following table summarizes the effect of derivative instruments not designated as hedges under SFAS 133 on the Consolidated Statements of Operations for the periods indicated (in thousands):
                                         
            Amount of Loss Recognized In Income  
Derivatives Not Designated as   Location of Loss   Three Months Ended June 30,     Six Months Ended June 30,  
Hedges Under SFAS 133   Recognized In Income   2009     2008     2009     2008  
Commodity derivative contracts
  Derivative fair value loss   $ 61,100     $ 256,351     $ 12,549     $ 321,871  
 
                               
     The following tables summarize the effect of derivative instruments designated as hedges under SFAS 133 on the Consolidated Statements of Operations for the periods indicated (in thousands):
                                                                 
                            Amount of Loss                
    Amount of Gain             Reclassified from             Amount of Loss  
    Recognized in OCI     Location of Loss   Accumulated OCI into             Recognized In Income  
    (Effective Portion)   (Gain) Reclassified   Income (Effective Portion)             as Ineffective  
    Three months ended     from Accumulated   Three months ended     Location of Loss (Gain)   Three months ended  
Derivatives Designated as   June 30,     OCI into Income   June 30,     Recognized in Income   June 30,  
Hedges Under SFAS 133   2009     2008     (Effective Portion)   2009     2008     as Ineffective   2009     2008  
Interest rate swaps
  $ 267     $ 942     Interest expense   $ 922     $ 125     Derivative fair value loss   $ 6     $ 39  
Commodity derivative contracts
              Oil and natural gas revenues           1,428                      
 
                                                   
Total
  $ 267     $ 942             $ 922     $ 1,553             $ 6     $ 39  
 
                                                   

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
                                                                 
                            Amount of Loss                
    Amount of Loss             Reclassified from             Amount of Gain  
    Recognized in OCI     Location of Loss   Accumulated OCI into             Recognized In Income  
    (Effective Portion)     (Gain) Reclassified   Income (Effective Portion)             as Ineffective  
    Six months ended     from Accumulated   Six months ended     Location of Loss (Gain)   Six months ended  
Derivatives Designated as   June 30,     OCI into Income   June 30,     Recognized in Income     June 30,  
Hedges Under SFAS 133   2009     2008     (Effective Portion)   2009     2008     as Ineffective   2009     2008  
Interest rate swaps
  $ 1,489     $ 762     Interest expense   $ 1,803     $ 108     Derivative fair value loss   $ 34     $ 343  
Commodity derivative contracts
              Oil and natural gas revenues           2,857                      
 
                                                   
Total
  $ 1,489     $ 762             $ 1,803     $ 2,965             $ 34     $ 343  
 
                                                   
Fair Value Hierarchy
     As discussed in “Note 2. Basis of Presentation,” EAC adopted FSP FAS 157-2 on January 1, 2009, as it relates to nonfinancial assets and liabilities. EAC adopted SFAS 157 on January 1, 2008, as it relates to financial assets and liabilities. SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy defined by SFAS 157 are as follows:
    Level 1 — Unadjusted quoted prices are available in active markets for identical assets or liabilities.
 
    Level 2 — Pricing inputs, other than quoted prices within Level 1, that are either directly or indirectly observable.
 
    Level 3 — Pricing inputs that are unobservable requiring the use of valuation methodologies that result in management’s best estimate of fair value.
     EAC’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the financial assets and liabilities and their placement within the fair value hierarchy levels. The following methods and assumptions were used to estimate the fair values of EAC’s assets and liabilities that are accounted for at fair value on a recurring basis:
    Level 2 — Fair values of oil and natural gas swaps were estimated using a combined income-based and market-based valuation methodology based upon forward commodity price curves obtained from independent pricing services reflecting broker market quotes. Fair values of interest rate swaps were estimated using a combined income and market-based valuation methodology based upon credit ratings and forward interest rate yield curves obtained from independent pricing services reflecting broker market quotes.
 
    Level 3 — EAC’s oil and natural gas calls, puts, and short puts are average value options, which are not exchange-traded contracts. Settlement is determined by the average underlying price over a predetermined period of time. EAC uses both observable and unobservable inputs in a Black-Scholes valuation model to determine fair value. Accordingly, these derivative instruments are classified within the Level 3 valuation hierarchy. The observable inputs of EAC’s valuation model include: (1) current market and contractual prices for the underlying instruments; (2) quoted forward prices for oil and natural gas; and (3) interest rates, such as a LIBOR curve for a term similar to the commodity derivative contract. The unobservable inputs of EAC’s valuation model include volatility. The implied volatilities for EAC’s calls, puts, and short puts with comparable strike prices are based on the settlement values from certain exchange-traded contracts. The implied volatilities for calls, puts, and short puts where there are no exchange-traded contracts with the same strike price are extrapolated from exchange-traded implied volatilities by an independent party.
     EAC adjusts the valuations from the valuation model for nonperformance risk, using management’s estimate of the counterparty’s credit quality for asset positions and EAC’s credit quality for liability positions. EAC uses the multiple sources of third-party credit data in determining counterparty nonperformance risk, including credit default swaps. EAC considers the impact of netting and offset provisions in the agreements on counterparty credit risk, including whether the position with the counterparty is a net asset or net liability. There have been no changes in the valuation techniques used to measure the fair value of EAC’s oil and natural gas calls, puts, or short puts during 2009.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     The following table sets forth EAC’s assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2009:
                                 
            Fair Value Measurements at Reporting Date Using  
            Quoted Prices in              
            Active Markets for     Significant Other     Significant  
    Asset (Liability) at     Identical Assets     Observable Inputs     Unobservable Inputs  
Description   June 30, 2009     (Level 1)     (Level 2)     (Level 3)  
    (in thousands)  
Oil derivative contracts — swaps
  $ (14,733 )   $     $ (14,733 )   $  
Oil derivative contracts — floors and caps
    62,049                   62,049  
Natural gas derivative contracts — swaps
    4,693             4,693        
Natural gas derivative contracts — floors and caps
    21,023                   21,023  
Interest rate swaps
    (3,825 )           (3,825 )      
 
                       
Total
  $ 69,207     $     $ (13,865 )   $ 83,072  
 
                       
     The following table summarizes the changes in the fair value of EAC’s Level 3 assets and liabilities for the six months ended June 30, 2009:
                         
    Fair Value Measurements Using Significant  
    Unobservable Inputs (Level 3)  
    Oil Derivative     Natural Gas        
    Contracts -     Derivative Contracts -        
    Floors and Caps     Floors and Caps     Total  
            (in thousands)          
Balance at January 1, 2009
  $ 337,335     $ 12,741     $ 350,076  
Total gains (losses):
                       
Included in earnings
    13,106       21,840       34,946  
Purchases, issuances, and settlements
    (288,392 )     (13,558 )     (301,950 )
 
                 
Balance at June 30, 2009
  $ 62,049     $ 21,023     $ 83,072  
 
                 
 
                       
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
  $ 13,106     $ 21,840     $ 34,946  
 
                 
     Since EAC does not use hedge accounting for its commodity derivative contracts, all gains and losses on its Level 3 assets and liabilities are included in “Derivative fair value loss” in the accompanying Consolidated Statements of Operations. All fair values have been adjusted for non-performance risk, resulting in a reduction of the net commodity derivative asset of approximately $0.8 million as of June 30, 2009.
     EAC’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the nonfinancial assets and liabilities and their placement within the fair value hierarchy levels. The following methods and assumptions were used to estimate the fair values of EAC’s assets and liabilities that are accounted for at fair value on a nonrecurring basis:
    Level 3 Fair values of asset retirement obligations are determined using discounted cash flow methodologies based on inputs, such as plugging costs and reserve lives, which are not readily available in public markets. See “Note 6. Asset Retirement Obligations” for additional discussion of EAC’s asset retirement obligations.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     The following table sets forth EAC’s assets and liabilities that were measured at fair value on a nonrecurring basis as of June 30, 2009:
                                         
            Fair Value Measurements Using    
            Quoted Prices in            
            Active Markets for   Significant Other   Significant    
    Liability at   Identical Assets   Observable Inputs   Unobservable Inputs   Total Gains
Description   June 30, 2009   (Level 1)   (Level 2)   (Level 3)   (Losses)
    (in thousands)
Asset retirement obligations
  $ 255             $ 255      
Note 6. Asset Retirement Obligations
     Asset retirement obligations relate to future plugging and abandonment expenses on oil and natural gas properties and related facilities disposal. The following table summarizes the changes in EAC’s asset retirement obligations for the six months ended June 30, 2009 (in thousands):
         
Future abandonment liability at January 1, 2009
  $ 49,569  
Wells drilled
    194  
Acquisition of properties
    61  
Divestiture
    (221 )
Accretion of discount
    1,181  
Plugging and abandonment costs incurred
    (663 )
Revision of previous estimates
    (469 )
 
     
Future abandonment liability at June 30, 2009
  $ 49,652  
 
     
     As of June 30, 2009, $48.0 million of EAC’s asset retirement obligations were long-term and recorded in “Future abandonment cost, net of current portion” and $1.7 million were current and included in “Other current liabilities” in the accompanying Consolidated Balance Sheets. Approximately $4.6 million of the future abandonment liability represents the estimated cost for decommissioning ENP’s Elk Basin natural gas processing plant. ENP expects to continue reserving additional amounts based on the estimated timing to cease operations of the natural gas processing plant.
     As of June 30, 2009 and December 31, 2008, EAC held $9.3 million and $9.2 million, respectively, in escrow, which is to be released only for reimbursement of actual plugging and abandonment costs incurred on its Bell Creek properties, which is included in other long-term assets in the accompanying Consolidated Balance Sheets.
Note 7. Long-Term Debt
     Long-term debt consisted of the following as of the dates indicated:
                         
    Maturity     June 30,     December 31,  
    Date     2009     2008  
            (in thousands)  
Revolving credit facilities
    3/7/2012     $ 370,000     $ 725,000  
6.25% Senior Subordinated Notes
    4/15/2014       150,000       150,000  
6.0% Senior Subordinated Notes, net of unamortized discount of $3,708 and $3,960, respectively
    7/15/2015       296,292       296,040  
9.5% Senior Subordinated Notes, net of unamortized discount of $17,201 and zero, respectively
    5/1/2016       207,799        
7.25% Senior Subordinated Notes, net of unamortized discount of $1,179 and $1,229, respectively
    12/1/2017       148,821       148,771  
 
                   
Total
          $ 1,172,912     $ 1,319,811  
 
                   

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Encore Acquisition Company Senior Secured Credit Agreement
     EAC is a party to a five-year amended and restated credit agreement dated March 7, 2007 (as amended, the “EAC Credit Agreement”). The EAC Credit Agreement matures on March 7, 2012. Effective March 10, 2009, EAC amended the EAC Credit Agreement to, among other things, increase the interest rate margins and commitment fees applicable to loans made under the EAC Credit Agreement. The EAC Credit Agreement provides for revolving credit loans to be made to EAC from time to time and letters of credit to be issued from time to time for the account of EAC or any of its restricted subsidiaries.
     The aggregate amount of the commitments of the lenders under the EAC Credit Agreement is $1.25 billion. Availability under the EAC Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations. In March 2009, the borrowing base of the EAC Credit Agreement was reaffirmed at $1.1 billion before a reduction of $200 million solely as a result of the monetization of certain of EAC’s 2009 oil derivative contracts during the first quarter of 2009. In April 2009, the borrowing base of the EAC Credit Agreement was reduced by $75 million as a result of EAC’s issuance of senior subordinated notes. As of June 30, 2009, the borrowing base was $825 million and there were $175 million of outstanding borrowings and $650 million of borrowing capacity under the EAC Credit Agreement.
     EAC incurs a commitment fee on the unused portion of the EAC Credit Agreement determined based on the ratio of amounts outstanding under the EAC Credit Agreement to the borrowing base in effect on such date. The following table summarizes the commitment fee percentage under the EAC Credit Agreement:
         
    Commitment
Ratio of Total Outstanding Borrowings to Borrowing Base   Fee Percentage
Less than .90 to 1
    0.375 %
Greater than or equal to .90 to 1
    0.500 %
     EAC’s obligations under the EAC Credit Agreement are secured by a first-priority security interest in substantially all of EAC’s restricted subsidiaries’ proved oil and natural gas reserves and in EAC’s equity interests in its restricted subsidiaries. In addition, EAC’s obligations under the EAC Credit Agreement are guaranteed by its restricted subsidiaries.
     Loans under the EAC Credit Agreement are subject to varying rates of interest based on (1) the total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a Eurodollar loan or a base rate loan. Eurodollar loans under the EAC Credit Agreement bear interest at the Eurodollar rate plus the applicable margin indicated in the following table, and base rate loans under the EAC Credit Agreement bear interest at the base rate plus the applicable margin indicated in the following table:
                 
    Applicable Margin for   Applicable Margin for
Ratio of Total Outstanding Borrowings to Borrowing Base   Eurodollar Loans   Base Rate Loans
Less than .50 to 1
    1.750 %     0.500 %
Greater than or equal to .50 to 1 but less than .75 to 1
    2.000 %     0.750 %
Greater than or equal to .75 to 1 but less than .90 to 1
    2.250 %     1.000 %
Greater than or equal to .90 to 1
    2.500 %     1.250 %
     The “Eurodollar rate” for any interest period (either one, two, three, or six months, as selected by EAC) is the rate equal to the British Bankers Association LIBOR Rate for deposits in dollars for a similar interest period. The “Base Rate” is calculated as the highest of: (1) the annual rate of interest announced by Bank of America, N.A. as its “prime rate”; (2) the federal funds effective rate plus 0.5 percent; or (3) except during a “LIBOR Unavailability Period,” the Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
     Any outstanding letters of credit reduce the availability under the EAC Credit Agreement. Borrowings under the EAC Credit Agreement may be repaid from time to time without penalty.
     The EAC Credit Agreement contains covenants that, among others, include:
    a prohibition against incurring debt, subject to permitted exceptions;
 
    a prohibition against paying dividends or making distributions, purchasing or redeeming capital stock, or prepaying indebtedness, subject to permitted exceptions;

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
    a restriction on creating liens on the assets of EAC and its restricted subsidiaries, subject to permitted exceptions;
 
    restrictions on merging and selling assets outside the ordinary course of business;
 
    restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business;
 
    a provision limiting oil and natural gas hedging transactions (other than puts) to a volume not exceeding 75 percent of anticipated production from proved producing reserves;
 
    a requirement that EAC maintain a ratio of consolidated current assets to consolidated current liabilities of not less than 1.0 to 1.0; and
 
    a requirement that EAC maintain a ratio of consolidated EBITDA to the sum of consolidated net interest expense plus letter of credit fees of not less than 2.5 to 1.0.
     As of June 30, 2009, EAC was in compliance with all covenants of the EAC Credit Agreement.
     The EAC Credit Agreement contains customary events of default including, among others, the following:
    failure to pay principal on any loan when due;
 
    failure to pay accrued interest on any loan or fees when due and such failure continues for more than three days;
 
    failure to observe or perform covenants and agreements contained in the OLLC Credit Agreement, subject in some cases to a 30-day grace period after discovery or notice of such failure;
 
    failure to make a payment when due on any other debt in a principal amount equal to or greater than $15 million or any other event or condition occurs which results in the acceleration of such debt or entitles the holder of such debt to accelerate the maturity of such debt;
 
    the commencement of liquidation, reorganization, or similar proceedings with respect to OLLC or any guarantor under bankruptcy or insolvency law, or the failure of OLLC or any guarantor generally to pay its debts as they become due;
 
    the entry of one or more judgments in excess of $15 million (to the extent not covered by insurance) and such judgment(s) remain unsatisfied and unstayed for 30 days;
 
    the occurrence of certain ERISA events involving an amount in excess of $15 million;
 
    there cease to exist liens covering at least 80 percent of the borrowing base properties; or
 
    the occurrence of a change in control.
     If an event of default occurs and is continuing, lenders with a majority of the aggregate commitments may require Bank of America, N.A. to declare all amounts outstanding under the EAC Credit Agreement to be immediately due and payable.
Encore Energy Partners Operating LLC Credit Agreement
     Encore Energy Partners Operating LLC (“OLLC”), a Delaware limited liability company and wholly owned subsidiary of ENP, is a party to a five-year credit agreement dated March 7, 2007 (as amended, the “OLLC Credit Agreement”). The OLLC Credit Agreement matures on March 7, 2012. Effective March 10, 2009, OLLC amended the OLLC Credit Agreement to, among other things, increase the interest rate margins and commitment fees applicable to loans made under the OLLC Credit Agreement. The OLLC Credit Agreement provides for revolving credit loans to be made to OLLC from time to time and letters of credit to be issued from time to time for the account of OLLC or any of its restricted subsidiaries.
     The aggregate amount of the commitments of the lenders under the OLLC Credit Agreement is $300 million. Availability under the OLLC Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations. In March 2009, the borrowing base under the OLLC Credit Agreement was redetermined with no change. As of June 30, 2009, the borrowing base was $240 million and there were $195 million of outstanding borrowings and $45 million of borrowing capacity under the OLLC Credit Agreement.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     OLLC incurs a commitment fee on the unused portion of the OLLC Credit Agreement determined based on the ratio of amounts outstanding under the OLLC Credit Agreement to the borrowing base in effect on such date. The following table summarizes the commitment fee percentage under the OLLC Credit Agreement:
         
    Commitment
Ratio of Total Outstanding Borrowings to Borrowing Base   Fee Percentage
Less than .90 to 1
    0.375 %
Greater than or equal to .90 to 1
    0.500 %
     OLLC’s obligations under the OLLC Credit Agreement are secured by a first-priority security interest in substantially all of OLLC’s proved oil and natural gas reserves and in the equity interests of OLLC and its restricted subsidiaries. In addition, OLLC’s obligations under the OLLC Credit Agreement are guaranteed by ENP and OLLC’s restricted subsidiaries. Obligations under the OLLC Credit Agreement are non-recourse to EAC and its restricted subsidiaries.
     Loans under the OLLC Credit Agreement are subject to varying rates of interest based on (1) the total amount outstanding in relation to the borrowing base and (2) whether the loan is a Eurodollar loan or a base rate loan. Eurodollar loans under the OLLC Credit Agreement bear interest at the Eurodollar rate plus the applicable margin indicated in the following table, and base rate loans under the OLLC Credit Agreement bear interest at the base rate plus the applicable margin indicated in the following table:
                 
    Applicable Margin for   Applicable Margin for
Ratio of Total Outstanding Borrowings to Borrowing Base   Eurodollar Loans   Base Rate Loans
Less than .50 to 1
    1.750 %     0.750 %
Greater than or equal to .50 to 1 but less than .75 to 1
    2.000 %     0.750 %
Greater than or equal to .75 to 1 but less than .90 to 1
    2.250 %     1.000 %
Greater than or equal to .90 to 1
    2.500 %     1.250 %
     The “Eurodollar Rate” for any interest period (either one, two, three, or six months, as selected by ENP) is the rate equal to the British Bankers Association LIBOR Rate for deposits in dollars for a similar interest period. The “Base Rate” is calculated as the highest of: (1) the annual rate of interest announced by Bank of America, N.A. as its “prime rate”; (2) the federal funds effective rate plus 0.5 percent; or (3) except during a “LIBOR Unavailability Period,” the Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
     Any outstanding letters of credit reduce the availability under the OLLC Credit Agreement. Borrowings under the OLLC Credit Agreement may be repaid from time to time without penalty.
     The OLLC Credit Agreement contains covenants that, among others, include:
    a prohibition against incurring debt, subject to permitted exceptions;
 
    a prohibition against purchasing or redeeming capital stock, or prepaying indebtedness, subject to permitted exceptions;
 
    a restriction on creating liens on the assets of ENP, OLLC, and OLLC’s restricted subsidiaries, subject to permitted exceptions;
 
    restrictions on merging and selling assets outside the ordinary course of business;
 
    restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business;
 
    a provision limiting oil and natural gas hedging transactions (other than puts) to a volume not exceeding 75 percent of anticipated production from proved producing reserves;
 
    a requirement that ENP and OLLC maintain a ratio of consolidated current assets to consolidated current liabilities of not less than 1.0 to 1.0;
 
    a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to the sum of consolidated net interest expense plus letter of credit fees of not less than 1.5 to 1.0;
 
    a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to consolidated senior interest expense of not less than 2.5 to 1.0; and
 
    a requirement that ENP and OLLC maintain a ratio of consolidated funded debt (excluding certain related party debt) to consolidated adjusted EBITDA of not more than 3.5 to 1.0.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     As of June 30, 2009, OLLC was in compliance with all covenants of the OLLC Credit Agreement.
     The OLLC Credit Agreement contains customary events of default including, among others, the following:
    failure to pay principal on any loan when due;
 
    failure to pay accrued interest on any loan or fees when due and such failure continues for more than three days;
 
    failure to observe or perform covenants and agreements contained in the OLLC Credit Agreement, subject in some cases to a 30-day grace period after discovery or notice of such failure;
 
    failure to make a payment when due on any other debt in a principal amount equal to or greater than $3 million or any other event or condition occurs which results in the acceleration of such debt or entitles the holder of such debt to accelerate the maturity of such debt;
 
    the commencement of liquidation, reorganization, or similar proceedings with respect to OLLC or any guarantor under bankruptcy or insolvency law, or the failure of OLLC or any guarantor generally to pay its debts as they become due;
 
    the entry of one or more judgments in excess of $3 million (to the extent not covered by insurance) and such judgment(s) remain unsatisfied and unstayed for 30 days;
 
    the occurrence of certain ERISA events involving an amount in excess of $3 million;
 
    there cease to exist liens covering at least 80 percent of the borrowing base properties; or
 
    the occurrence of a change in control.
     If an event of default occurs and is continuing, lenders with a majority of the aggregate commitments may require Bank of America, N.A. to declare all amounts outstanding under the OLLC Credit Agreement to be immediately due and payable.
9.50% Senior Subordinated Notes due 2016 (the “9.5% Notes”)
     In April 2009, EAC issued $225 million of its 9.5% Notes at 92.228 percent of par value. EAC received net proceeds of approximately $202.5 million, after deducting the underwriters’ discounts and commissions of $4.5 million, in the aggregate, and offering expenses of approximately $0.6 million. EAC used the net proceeds to reduce outstanding borrowings under the EAC Credit Agreement. Interest on the 9.5% Notes is due semi-annually on May 1 and November 1, beginning November 1, 2009. The 9.5% Notes mature on May 1, 2016.
Note 8. Stockholders’ Equity
Stock Repurchase Program
     In October 2008, EAC announced that its Board of Directors (the “Board”) approved a share repurchase program authorizing EAC to repurchase up to $40 million of its common stock. As of June 30, 2009, EAC had repurchased and retired 620,265 shares of its outstanding common stock for approximately $17.2 million, or an average price of $27.68 per share, under the share repurchase program. During the three and six months ended June 30, 2009, EAC did not repurchase any shares of its outstanding common stock under the share repurchase program. As of June 30, 2009, approximately $22.8 million of EAC’s common stock remained authorized for repurchase.
Stock Option Exercises and Restricted Stock Vestings
     During the three and six months ended June 30, 2009, certain employees exercised 19,748 options and 21,484 options, respectively, for which EAC received proceeds of approximately $0.4 million and $0.4 million, respectively. During the three and six months ended June 30, 2009, certain employees elected to satisfy minimum tax withholding obligations in conjunction with the vesting of restricted stock by directing EAC to withhold 466 shares and 111,819 shares of common stock, respectively, which are accounted for as treasury stock until they are formally retired.
Issuance of ENP Common Units
     In May 2009, ENP issued 2,760,000 common units at a price to the public of $15.60 per unit. As a result, EAC’s ownership percentage of ENP’s common units decreased from approximately 63 percent to approximately 58 percent. Additionally, EAC increased “Noncontrolling interest” and “Additional paid-in capital” on the accompanying Consolidated Balance Sheets by $31.2 million and $9.3 million, respectively, to recognize the net proceeds from the issuance of ENP’s common units.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Note 9. Income Taxes
     The components of income tax benefit were as follows for the periods indicated:
                 
    Six months ended  
    June 30,  
    2009     2008  
    (in thousands)  
Federal:
               
Current
  $ 80     $ (20,110 )
Deferred
    34,568       22,877  
 
           
Total federal
    34,648       2,767  
 
           
 
               
State, net of federal benefit:
               
Current
    (1,151 )     (4,057 )
Deferred
    2,946       3,879  
 
           
Total state
    1,795       (178 )
 
           
Income tax benefit
  $ 36,443     $ 2,589  
 
           
     The following table reconciles income tax benefit with income tax at the Federal statutory rate for the periods indicated:
                 
    Six months ended  
    June 30,  
    2009     2008  
    (in thousands)  
Loss before income taxes
  $ (103,866 )   $ (21,977 )
 
           
Income taxes at the Federal statutory rate
  $ 36,353     $ 7,692  
State income taxes, net of federal benefit
    1,912       165  
Tax on income attributable to noncontrolling interest
    (4,512 )     (5,211 )
Permanent and other
    2,690       (57 )
 
           
Income tax benefit
  $ 36,443     $ 2,589  
 
           
     As of June 30, 2009 and December 31, 2008, all of EAC’s tax positions met the “more-likely-than-not” threshold prescribed by FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109.” As a result, no additional tax expense, interest, or penalties have been accrued. EAC includes interest assessed by taxing authorities in “Interest expense” and penalties related to income taxes in “Other expense” on its Consolidated Statements of Operations. During the six months ended June 30, 2009 and 2008, EAC recorded only a nominal amount of interest and penalties on certain tax positions.
Note 10. Earnings Per Share
     As discussed in “Note 2. Basis of Presentation,” EAC adopted FSP EITF 03-6-1 on January 1, 2009, and all periods presented have been restated to calculate EPS in accordance with this pronouncement. Under the two-class method of calculating EPS, earnings are allocated to participating securities as if all the earnings for the period had been distributed. A participating security is any security that contains nonforfeitable rights to dividends or dividend equivalents paid to common stockholders. For purposes of calculating EPS, unvested restricted stock awards are considered participating securities. EPS is calculated by dividing the common stockholders’ interest in net income (loss), after deducting the interests of participating securities, by the weighted average shares outstanding. For the three and six months ended June 30, 2008, basic EPS and diluted EPS were unaffected by the adoption of FSP EITF 03-6-1.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     The following table reflects the allocation of net loss to EAC’s common stockholders and EPS computations for the periods indicated:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2009     2008 (c)     2009     2008 (c)  
    (in thousands, except per share amounts)  
Basic Earnings Per Share
                               
Numerator:
                               
Undistributed net loss — attributable to EAC
  $ (46,975 )   $ (35,720 )   $ (54,531 )   $ (4,500 )
Participation rights of unvested restricted stock in undistributed earnings (a)
                       
 
                       
Basic undistributed net loss — attributable to EAC common shares
  $ (46,975 )   $ (35,720 )   $ (54,531 )   $ (4,500 )
 
                       
Denominator:
                               
Basic weighted average shares outstanding
    51,849       52,344       51,769       52,571  
 
                       
Basic EPS — attributable to EAC common shares
  $ (0.91 )   $ (0.68 )   $ (1.05 )   $ (0.09 )
 
                       
Diluted Earnings Per Share
                               
Numerator:
                               
Basic undistributed net loss — attributable to EAC common shares
  $ (46,975 )   $ (35,720 )   $ (54,531 )   $ (4,500 )
 
                       
Denominator:
                               
Basic weighted average shares outstanding
    51,849       52,344       51,769       52,571  
Effect of dilutive options (b)
                       
 
                       
Diluted weighted average shares outstanding
    51,849       52,344       51,769       52,571  
 
                       
Diluted EPS — attributable to EAC common shares
  $ (0.91 )   $ (0.68 )   $ (1.05 )   $ (0.09 )
 
                       
 
(a)   Unvested restricted stock has no contractual obligation to absorb losses of EAC. Therefore, for the three and six months ended June 30, 2009, 923,829 shares of restricted stock were outstanding but excluded from the EPS calculations because their effect would have been antidilutive and for the three and six months ended June 30, 2008, 966,740 shares of restricted stock were outstanding but excluded from the EPS calculations because their effect would have been antidilutive. Please read “Note 11. Incentive Stock Plans” for additional discussion of restricted stock.
 
(b)   For the three and six months ended June 30, 2009, options to purchase 1,732,383 shares of common stock were outstanding but excluded from the EPS calculations because their effect would have been antidilutive. For the three and six months ended June 30, 2008, options to purchase 1,524,107 shares of common stock were outstanding but excluded from the EPS calculations because their effect would have been antidilutive. Please read “Note 11. Incentive Stock Plans” for additional discussion of stock options.
 
(c)   For the three and six months ended June 30, 2008, EAC considered the impact of the conversion of vested management incentive units held by certain executive officers of GP LLC. The conversion of the management incentive units into limited partner units of ENP would reduce EAC’s share of ENP’s earnings and therefore, the impact of this conversion was excluded from the diluted EPS calculations because the effect would have been antidilutive. Please read “Note 16. ENP” for additional discussion of ENP’s management incentive units.
Note 11. Incentive Stock Plans
     In May 2008, EAC’s stockholders approved the 2008 Incentive Stock Plan (the “2008 Plan”). No additional awards will be granted under EAC’s 2000 Incentive Stock Plan (the “2000 Plan”) and any outstanding awards granted under the 2000 Plan will remain outstanding in accordance with their terms. The purpose of the 2008 Plan is to attract, motivate, and retain selected employees of EAC and to provide EAC with the ability to provide incentives more directly linked to the profitability of the business and increases in stockholder value. All directors and full-time regular employees of EAC and its subsidiaries and affiliates are eligible to be granted awards under the 2008 Plan. The 2008 Plan provides for the granting of cash awards, incentive stock options, non-qualified stock options, restricted stock, and stock appreciation rights at the discretion of the Compensation Committee of the Board. The Board also has a Special Stock Award Committee whose sole member is Jon S. Brumley, EAC’s Chief Executive Officer and President. The Special Stock Award Committee may grant up to 25,000 shares of restricted stock on an annual basis to non-executive employees at its discretion.
     The total number of shares of EAC’s common stock reserved for issuance pursuant to the 2008 Plan is 2,400,000, of which no more than 1,600,000 are available for grants of “full value” stock awards, such as restricted stock or stock units. As of June 30, 2009, there were 1,715,670 shares available for issuance under the 2008 Plan, of which 1,180,913 are available for grants of “full value” stock awards. Shares delivered or withheld for payment of the exercise price of an option, shares withheld for payment of tax withholding, shares subject to options or other awards that expire or are forfeited, and restricted shares that are forfeited will again become available for issuance under the 2008 Plan.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
     The 2008 Plan contains the following individual limits:
    an employee may not be granted awards covering or relating to more than 300,000 shares of common stock during any calendar year;
 
    a non-employee director may not be granted awards covering or relating to more than 20,000 shares of common stock during any calendar year; and
 
    an employee may not receive awards consisting of cash (including cash awards that are granted as performance awards) in respect of any calendar year having a value determined on the grant date in excess of $5.0 million.
     During the six months ended June 30, 2009 and 2008, EAC recorded non-cash stock-based compensation expense related to its incentive stock plans of $6.7 million and $4.1 million, respectively, which was allocated to LOE and general and administrative expense in the accompanying Consolidated Statements of Operations based on the allocation of the respective employees’ cash compensation. During the six months ended June 30, 2009 and 2008, EAC also capitalized $1.2 million and $1.0 million, respectively, of non-cash stock-based compensation expense related to its incentive stock plans as a component of “Proved properties” in the accompanying Consolidated Balance Sheets. During the six months ended June 30, 2009 and 2008, EAC recognized income tax benefits related to its incentive stock plans of $2.5 million and $1.5 million, respectively.
     Please read “Note 16. ENP” for a discussion of ENP’s unit-based compensation plans.
Stock Options
     All options have a strike price equal to the fair market value of EAC’s common stock on the grant date, have a ten-year life, and vest over a three-year period. The fair value of options granted during the six months ended June 30, 2009 and 2008 was estimated on the grant date using a Black-Scholes option valuation model based on the following assumptions:
                 
    Six months ended June 30,
    2009   2008
Expected volatility
    51.9 %     33.7 %
Expected dividend yield
    0.0 %     0.0 %
Expected term (in years)
    6.25       6.25  
Risk-free interest rate
    2.1 %     3.0 %
Weighted-average fair value per share
  $ 15.81     $ 13.15  
     The expected volatility was based on the historical volatility of EAC’s common stock for a period of time commensurate with the expected term of the options. EAC determined the expected life of the options based on an analysis of historical exercise and forfeiture behavior as well as expectations about future behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date for a period of time commensurate with the expected term of the options.
     The following table summarizes the changes in EAC’s outstanding options for the six months ended June 30, 2009:
                                 
                    Weighted    
            Weighted   Average   Aggregate
    Number of   Average   Remaining   Intrinsic
    Options   Strike Price   Contractual Term   Value
                            (in thousands)
Outstanding at January 1, 2009
    1,497,413     $ 18.02                  
Granted
    269,417       30.55                  
Forfeited or expired
    (12,963 )     30.91                  
Exercised
    (21,484 )     19.42                  
 
                               
Outstanding at June 30, 2009
    1,732,383       19.86       5.4     $ 19,527  
 
                               
Exercisable at June 30, 2009
    1,299,677       16.25       4.1       19,145  
 
                               
     The total intrinsic value of options exercised during the six months ended June 30, 2009 and 2008 was $0.3 million and $0.6 million, respectively. During each of the six months ended June 30, 2009 and 2008, EAC received proceeds from the exercise of stock options of $0.4 million. During the six months ended June 30, 2009 and 2008, EAC recognized income tax benefits related to

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
stock options of $40 thousand and $0.2 million, respectively. At June 30, 2009, EAC had $3.0 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 2.3 years.
Restricted Stock
     Restricted stock awards vest over varying periods from one to five years, subject to performance-based vesting for certain members of senior management. During the six months ended June 30, 2009, EAC recognized expense related to restricted stock of $5.1 million and recognized an income tax provision related to the vesting of restricted stock of $0.4 million. During the six months ended June 30, 2008, EAC recognized expense related to restricted stock of $3.4 million and recognized an income tax benefit related to the vesting of restricted stock of $0.8 million. The following table summarizes the changes in EAC’s unvested restricted stock awards for the six months ended June 30, 2009:
                 
            Weighted
            Average
    Number of   Grant Date
    Shares   Fair Value
Outstanding at January 1, 2009
    938,407     $ 30.67  
Granted
    412,449       30.52  
Vested
    (408,478 )     29.25  
Forfeited
    (18,549 )     30.27  
 
               
Outstanding at June 30, 2009
    923,829       31.20  
 
               
     As of June 30, 2009, there were 704,809 shares of unvested restricted stock, 189,067 shares of which were granted during 2009, in which the vesting is dependent only on the passage of time and continued employment. Additionally, as of June 30, 2009, there were 219,020 shares of unvested restricted stock, all of which were granted during 2009, in which the vesting is dependent not only on the passage of time and continued employment, but also on the achievement of certain performance measures.
     None of EAC’s unvested restricted stock awards are subject to variable accounting. During the six months ended June 30, 2009 and 2008, there were 408,478 shares and 235,086 shares, respectively, of restricted stock that vested for which certain employees elected to satisfy minimum tax withholding obligations related thereto by directing EAC to withhold 111,819 shares and 28,193 shares of common stock, respectively. EAC accounts for these shares as treasury stock until they are formally retired and have been reflected as such in the accompanying consolidated financial statements. The total fair value of restricted stock that vested during the six months ended June 30, 2009 and 2008 was $11.0 million and $8.2 million, respectively. As of June 30, 2009, EAC had $12.7 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted average period of 3.1 years.
Note 12. Comprehensive Loss
     The components of comprehensive loss, net of tax, were as follows for the periods indicated:
                                 
    Three months ended     Six months ended  
    June 30,     June 30,  
    2009     2008     2009     2008  
            (in thousands)          
Consolidated net loss
  $ (61,520 )   $ (50,702 )   $ (67,423 )   $ (19,388 )
Amortization of deferred loss on commodity derivative contracts
          907             1,786  
Change in deferred hedge loss on interest rate swaps
    977       1,588       432       417  
 
                       
Consolidated comprehensive loss
    (60,543 )     (48,207 )     (66,991 )     (17,185 )
Less: comprehensive loss attributable to noncontrolling interest
    14,223       14,161       12,774       14,571  
 
                       
Comprehensive loss — attributable to EAC
  $ (46,320 )   $ (34,046 )   $ (54,217 )   $ (2,614 )
 
                       

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Note 13. Financial Statements of Subsidiary Guarantors
     Certain of EAC’s wholly owned subsidiaries are subsidiary guarantors of EAC’s senior subordinated notes. The subsidiary guarantees are full and unconditional, and joint and several. The subsidiary guarantors may, without restriction, transfer funds to EAC in the form of cash dividends, loans, and advances. The following Condensed Consolidating Balance Sheets as of June 30, 2009 and December 31, 2008, Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2009 and 2008, and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2009 and 2008 present consolidating financial information for Encore Acquisition Company (the “Parent”) on a stand alone, unconsolidated basis, and its combined guarantor and combined non-guarantor subsidiaries. As of June 30, 2009, EAC’s guarantor subsidiaries were:
    EAP Properties, Inc.;
 
    EAP Operating, LLC;
 
    Encore Operating, L.P.; and
 
    Encore Operating Louisiana, LLC.
As of June 30, 2009, EAC’s non-guarantor subsidiaries were:
    ENP;
 
    OLLC;
 
    GP LLC;
 
    Encore Partners GP Holdings LLC;
 
    Encore Partners LP Holdings LLC;
 
    Encore Energy Partners Finance Corporation; and
 
    Encore Clear Fork Pipeline LLC.
     All intercompany investments in, loans due to/from, subsidiary equity, revenues, and expenses between the Parent, guarantor subsidiaries, and non-guarantor subsidiaries are shown prior to consolidation with the Parent and then eliminated to arrive at consolidated totals per the accompanying consolidated financial statements.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2009

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
ASSETS
                                       
 
                                       
Current assets:
                                       
Cash and cash equivalents
  $ 44     $ 35,724     $ 72     $     $ 35,840  
Other current assets
    5,223       141,923       56,752       (2,839 )     201,059  
 
                             
Total current assets
    5,267       177,647       56,824       (2,839 )     236,899  
 
                             
 
                                       
Properties and equipment, at cost — successful efforts method:
                                       
Proved properties, including wells and related equipment
          3,130,887       612,930             3,743,817  
Unproved properties
          114,118       50             114,168  
Accumulated depletion, depreciation, and amortization
          (779,057 )     (134,964 )           (914,021 )
 
                             
 
          2,465,948       478,016             2,943,964  
 
                             
 
                                       
Other property and equipment, net
          10,479       461             10,940  
Other assets, net
    16,207       178,961       33,998             229,166  
Investment in subsidiaries
    2,733,354       3,325             (2,736,679 )      
 
                             
Total assets
  $ 2,754,828     $ 2,836,360     $ 569,299     $ (2,739,518 )   $ 3,420,969  
 
                             
 
                                       
LIABILITIES AND EQUITY
                                       
 
                                       
Current liabilities
  $ 93,828     $ 167,618     $ 31,317     $ (2,839 )   $ 289,924  
Deferred taxes
    408,432       9       73             408,514  
Long-term debt
    977,912             195,000             1,172,912  
Other liabilities
          82,886       16,607             99,493  
 
                             
Total liabilities
    1,480,172       250,513       242,997       (2,839 )     1,970,843  
 
                             
 
                                       
Commitments and contingencies (see Note 14)
                                       
 
                                       
Total equity
    1,274,656       2,585,847       326,302       (2,736,679 )     1,450,126  
 
                             
Total liabilities and equity
  $ 2,754,828     $ 2,836,360     $ 569,299     $ (2,739,518 )   $ 3,420,969  
 
                             

26


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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2008

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
ASSETS
                                       
 
                                       
Current assets:
                                       
Cash and cash equivalents
  $ 607     $ 813     $ 619     $     $ 2,039  
Other current assets
    29,004       421,392       90,797       (2,302 )     538,891  
 
                             
Total current assets
    29,611       422,205       91,416       (2,302 )     540,930  
 
                             
 
                                       
Properties and equipment, at cost — successful efforts method:
                                       
Proved properties, including wells and related equipment
          3,016,937       521,522             3,538,459  
Unproved properties
          124,272       67             124,339  
Accumulated depletion, depreciation, and amortization
          (670,991 )     (100,573 )           (771,564 )
 
                             
 
          2,470,218       421,016             2,891,234  
 
                             
 
                                       
Other property and equipment, net
          11,877       562             12,439  
Other assets, net
    12,846       129,482       46,264             188,592  
Investment in subsidiaries
    2,976,208       (12,865 )           (2,963,343 )      
 
                             
Total assets
  $ 3,018,665     $ 3,020,917     $ 559,258     $ (2,965,645 )   $ 3,633,195  
 
                             
 
                                       
LIABILITIES AND EQUITY
                                       
 
                                       
Current liabilities
  $ 118,089     $ 215,640     $ 20,825     $ (2,302 )   $ 352,252  
Deferred taxes
    416,637             278             416,915  
Long-term debt
    1,169,811             150,000             1,319,811  
Other liabilities
          48,000       12,969             60,969  
 
                             
Total liabilities
    1,704,537       263,640       184,072       (2,302 )     2,149,947  
 
                             
 
                                       
Commitments and contingencies (see Note 14)
                                       
 
                                       
Total equity
    1,314,128       2,757,277       375,186       (2,963,343 )     1,483,248  
 
                             
Total liabilities and equity
  $ 3,018,665     $ 3,020,917     $ 559,258     $ (2,965,645 )   $ 3,633,195  
 
                             

27


Table of Contents

ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended June 30, 2009

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
Revenues:
                                       
Oil
  $     $ 110,495     $ 23,182     $     $ 133,677  
Natural gas
          25,531       3,955             29,486  
Marketing
          206       109             315  
 
                             
Total revenues
          136,232       27,246             163,478  
 
                             
 
                                       
Expenses:
                                       
Production:
                                       
Lease operating
          33,502       6,949             40,451  
Production, ad valorem, and severance taxes
          13,971       3,062             17,033  
Depletion, depreciation, and amortization
          63,140       11,294             74,434  
Exploration
          15,916       18             15,934  
General and administrative
    4,237       7,958       2,810       (1,226 )     13,779  
Marketing
          454       61             515  
Derivative fair value loss
          23,666       37,440             61,106  
Other operating
    43       14,134       658             14,835  
 
                             
Total expenses
    4,280       172,741       62,292       (1,226 )     238,087  
 
                             
 
                                       
Operating loss
    (4,280 )     (36,509 )     (35,046 )     1,226       (74,609 )
 
                             
 
                                       
Other income (expenses):
                                       
Interest
    (16,775 )           (2,351 )           (19,126 )
Equity loss from subsidiaries
    (57,646 )     (11,918 )           69,564        
Other
    (33 )     1,915       1       (1,226 )     657  
 
                             
Total other expenses
    (74,454 )     (10,003 )     (2,350 )     68,338       (18,469 )
 
                             
 
                                       
Loss before income taxes
    (78,734 )     (46,512 )     (37,396 )     69,564       (93,078 )
Income tax benefit (provision)
    31,758             (200 )           31,558  
 
                             
 
                                       
Consolidated net loss
    (46,976 )     (46,512 )     (37,596 )     69,564       (61,520 )
Change in deferred hedge loss on interest rate swaps, net of tax
    (384 )           1,361             977  
 
                             
Comprehensive loss
  $ (47,360 )   $ (46,512 )   $ (36,235 )   $ 69,564     $ (60,543 )
 
                             

28


Table of Contents

ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended June 30, 2008

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
Revenues:
                                       
Oil
  $     $ 239,783     $ 47,141     $     $ 286,924  
Natural gas
          56,081       11,808             67,889  
Marketing
          1,618       903             2,521  
 
                             
Total revenues
          297,482       59,852             357,334  
 
                             
 
                                       
Expenses:
                                       
Production:
                                       
Lease operating
          33,775       6,922             40,697  
Production, ad valorem, and severance taxes
          29,261       5,782             35,043  
Depletion, depreciation, and amortization
          41,811       9,215             51,026  
Exploration
          11,555       38             11,593  
General and administrative
    3,911       5,830       2,933       (1,115 )     11,559  
Marketing
          2,116       1,609             3,725  
Derivative fair value loss
          179,962       76,428             256,390  
Other operating
    42       2,853       331             3,226  
 
                             
Total expenses
    3,953       307,163       103,258       (1,115 )     413,259  
 
                             
 
                                       
Operating loss
    (3,953 )     (9,681 )     (43,406 )     1,115       (55,925 )
 
                             
 
                                       
Other income (expenses):
                                       
Interest
    (14,876 )           (1,909 )           (16,785 )
Equity loss from subsidiaries
    (38,923 )     (15,800 )           54,723        
Other
    (85 )     1,821       65       (1,115 )     686  
 
                             
Total other expenses
    (53,884 )     (13,979 )     (1,844 )     53,608       (16,099 )
 
                             
 
                                       
Loss before income taxes
    (57,837 )     (23,660 )     (45,250 )     54,723       (72,024 )
Income tax benefit (provision)
    21,151       (81 )     252             21,322  
 
                             
 
                                       
Consolidated net loss
    (36,686 )     (23,741 )     (44,998 )     54,723       (50,702 )
Amortization of deferred loss on commodity derivative contracts, net of tax
    (522 )     1,429                   907  
Change in deferred hedge gain on interest rate swaps, net of tax
    (647 )           2,235             1,588  
 
                             
Comprehensive loss
  $ (37,855 )   $ (22,312 )   $ (42,763 )   $ 54,723     $ (48,207 )
 
                             

29


Table of Contents

ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Six Months Ended June 30, 2009

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
Revenues:
                                       
Oil
  $     $ 183,051     $ 38,915     $     $ 221,966  
Natural gas
          46,867       7,873             54,740  
Marketing
          842       279             1,121  
 
                             
Total revenues
          230,760       47,067             277,827  
 
                             
 
                                       
Expenses:
                                       
Production:
                                       
Lease operating
          69,845       14,831             84,676  
Production, ad valorem, and severance taxes
          23,450       5,402             28,852  
Depletion, depreciation, and amortization
          122,449       22,285             144,734  
Exploration
          27,093       40             27,133  
General and administrative
    9,714       15,076       4,999       (2,316 )     27,473  
Marketing
          1,063       191             1,254  
Derivative fair value loss (gain)
          (14,018 )     26,533             12,515  
Other operating
    83       19,720       1,375             21,178  
 
                             
Total expenses
    9,797       264,678       75,656       (2,316 )     347,815  
 
                             
 
                                       
Operating loss
    (9,797 )     (33,918 )     (28,589 )     2,316       (69,988 )
 
                             
 
                                       
Other income (expenses):
                                       
Interest
    (30,522 )           (4,567 )           (35,089 )
Equity loss from subsidiaries
    (50,644 )     (10,432 )           61,076        
Other
    (96 )     3,617       6       (2,316 )     1,211  
 
                             
Total other expenses
    (81,262 )     (6,815 )     (4,561 )     58,760       (33,878 )
 
                             
 
                                       
Loss before income taxes
    (91,059 )     (40,733 )     (33,150 )     61,076       (103,866 )
Income tax benefit (provision)
    36,527       117       (201 )           36,443  
 
                             
 
                                       
Consolidated net loss
    (54,532 )     (40,616 )     (33,351 )     61,076       (67,423 )
Change in deferred hedge loss on interest rate swaps, net of tax
    (216 )           648             432  
 
                             
Comprehensive loss
  $ (54,748 )   $ (40,616 )   $ (32,703 )   $ 61,076     $ (66,991 )
 
                             

30


Table of Contents

ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2008

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
Revenues:
                                       
Oil
  $     $ 423,122     $ 84,336     $     $ 507,458  
Natural gas
          97,391       18,810             116,201  
Marketing
          2,815       3,762             6,577  
 
                             
Total revenues
          523,328       106,908             630,236  
 
                             
 
                                       
Expenses:
                                       
Production:
                                       
Lease operating
          68,067       12,980             81,047  
Production, ad valorem, and severance taxes
          51,915       10,580             62,495  
Depletion, depreciation, and amortization
          82,234       18,335             100,569  
Exploration
          17,014       67             17,081  
General and administrative
    6,945       10,580       5,855       (2,134 )     21,246  
Marketing
          3,505       4,002             7,507  
Derivative fair value loss
          229,513       92,015             321,528  
Other operating
    83       4,967       682             5,732  
 
                             
Total expenses
    7,028       467,795       144,516       (2,134 )     617,205  
 
                             
 
                                       
Operating income (loss)
    (7,028 )     55,533       (37,608 )     2,134       13,031  
 
                             
 
                                       
Other income (expenses):
                                       
Interest
    (32,996 )           (3,549 )           (36,545 )
Equity income (loss) from subsidiaries
    31,832       (13,840 )           (17,992 )      
Other
    (48 )     3,637       82       (2,134 )     1,537  
 
                             
Total other expenses
    (1,212 )     (10,203 )     (3,467 )     (20,126 )     (35,008 )
 
                             
 
                                       
Income (loss) before income taxes
    (8,240 )     45,330       (41,075 )     (17,992 )     (21,977 )
Income tax benefit (provision)
    2,508       (81 )     162             2,589  
 
                             
 
                                       
Consolidated net income (loss)
    (5,732 )     45,249       (40,913 )     (17,992 )     (19,388 )
Amortization of deferred loss on commodity derivative contracts, net of tax
    (1,071 )     2,857                   1,786  
Change in deferred hedge gain on interest rate swaps, net of tax
    (250 )           667             417  
 
                             
Comprehensive income (loss)
  $ (7,053 )   $ 48,106     $ (40,246 )   $ (17,992 )   $ (17,185 )
 
                             

31


Table of Contents

ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2009

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
Cash flows from operating activities:
                                       
Net cash provided by (used in) operating activities
  $ (53,206 )   $ 546,035     $ 51,318     $     $ 544,147  
 
                             
 
                                       
Cash flows from investing activities:
                                       
Acquisition of oil and natural gas properties
          (12,452 )     (27,538 )           (39,990 )
Deposit on acquisition of oil and natural gas properties
          (37,500 )                 (37,500 )
Development of oil and natural gas properties
          (231,624 )     (3,477 )           (235,101 )
Investments in subsidiaries
    242,740                   (242,740 )      
Other
          3,231                   3,231  
 
                             
Net cash provided by (used in) investing activities
    242,740       (278,345 )     (31,015 )     (242,740 )     (309,360 )
 
                             
 
                                       
Cash flows from financing activities:
                                       
Proceeds from long-term debt, net of issuance costs
    242,450             78,000             320,450  
Payments on long-term debt
    (440,000 )           (33,000 )           (473,000 )
Proceeds from ENP issuance of common units, net of offering costs
                40,724             40,724  
Net equity distributions
          (170,102 )     (72,638 )     242,740        
Other
    7,453       (62,677 )     (33,936 )           (89,160 )
 
                             
Net cash used in financing activities
    (190,097 )     (232,779 )     (20,850 )     242,740       (200,986 )
 
                             
 
                                       
Increase (decrease) in cash and cash equivalents
    (563 )     34,911       (547 )           33,801  
Cash and cash equivalents, beginning of period
    607       813       619             2,039  
 
                             
Cash and cash equivalents, end of period
  $ 44     $ 35,724     $ 72     $     $ 35,840  
 
                             
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2008

(in thousands)
                                         
            Guarantor     Non-Guarantor             Consolidated  
    Parent     Subsidiaries     Subsidiaries     Eliminations     Total  
Cash flows from operating activities:
                                       
Net cash provided by (used in) operating activities
  $ (15,147 )   $ 303,826     $ 63,636     $     $ 352,315  
 
                             
 
                                       
Cash flows from investing activities:
                                       
Acquisition of oil and natural gas properties
          (49,199 )     (81 )           (49,280 )
Development of oil and natural gas properties
          (221,175 )     (12,050 )           (233,225 )
Investments in subsidiaries
    128,148                   (128,148 )      
Other
          (23,681 )     (217 )           (23,898 )
 
                             
Net cash provided by (used in) investing activities
    128,148       (294,055 )     (12,348 )     (128,148 )     (306,403 )
 
                             
 
                                       
Cash flows from financing activities:
                                       
Repurchase of common stock
    (39,118 )                       (39,118 )
Proceeds from long-term debt, net of issuance costs
    455,029             163,310             618,339  
Payments on long-term debt
    (538,500 )           (60,000 )           (598,500 )
Net equity distributions
          (3,121 )     (125,027 )     128,148        
Other
    10,000       (8,086 )     (28,657 )           (26,743 )
 
                             
Net cash used in financing activities
    (112,589 )     (11,207 )     (50,374 )     128,148       (46,022 )
 
                             
 
                                       
Increase (decrease) in cash and cash equivalents
    412       (1,436 )     914             (110 )
Cash and cash equivalents, beginning of period
    1       1,700       3             1,704  
 
                             
Cash and cash equivalents, end of period
  $ 413     $ 264     $ 917     $     $ 1,594  
 
                             

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Note 14. Commitments and Contingencies
     EAC is a party to ongoing legal proceedings in the ordinary course of business. Management does not believe the result of these proceedings will have a material adverse effect on EAC’s business, financial condition, results of operations, or liquidity.
     Additionally, EAC has contractual obligations related to future plugging and abandonment expenses on oil and natural gas properties and related facilities disposal, long-term debt, derivative contracts, capital and operating leases, and development commitments. Please read “Capital Commitments, Capital Resources, and Liquidity — Capital commitments — Contractual obligations” included in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report for a description of EAC’s contractual obligations as of June 30, 2009.
Note 15. Related Party Transactions
     During the three and six months ended June 30, 2008, EAC received approximately $48.7 million and $89.3 million, respectively, from affiliates of Tesoro Corporation (“Tesoro”) related to gross oil and gas production sold from wells operated by Encore Operating, L.P. (“Encore Operating”), a Texas limited partnership and indirect wholly owned subsidiary of EAC. Mr. John V. Genova, a member of the Board, served as an employee of Tesoro until May 2008.
     Please read “Note 16. ENP” for a discussion of related party transactions with ENP.
Note 16. ENP
Administrative Services Agreement
     ENP does not have any employees. The employees supporting ENP’s operations are employees of EAC. Encore Operating performs administrative services for ENP, such as accounting, corporate development, finance, land, legal, and engineering, pursuant to an administrative services agreement. In addition, Encore Operating provides all personnel, facilities, goods, and equipment necessary to perform these services which are not otherwise provided for by ENP. Encore Operating is not liable to ENP for its performance of, or failure to perform, services under the administrative services agreement unless its acts or omissions constitute gross negligence or willful misconduct.
     Encore Operating initially received an administrative fee of $1.75 per BOE of ENP’s production for such services. From April 1, 2008 to March 31, 2009, the administration fee was $1.88 per BOE of ENP’s production. Effective April 1, 2009, the administrative fee increased to $2.02 per BOE of ENP’s production as a result of the COPAS Wage Index Adjustment. ENP also reimburses Encore Operating for actual third-party expenses incurred on ENP’s behalf. Encore Operating has substantial discretion in determining which third-party expenses to incur on ENP’s behalf. In addition, Encore Operating is entitled to retain any COPAS overhead charges associated with drilling and operating wells that would otherwise be paid by non-operating interest owners to the operator.
     The administrative fee will increase in the following circumstances:
    beginning on the first day of April in each year by an amount equal to the product of the then-current administrative fee multiplied by the COPAS Wage Index Adjustment for that year;
 
    if ENP or one of its subsidiaries acquires additional assets, Encore Operating may propose an increase in its administrative fee that covers the provision of services for such additional assets; however, such proposal must be approved by the board of directors of GP LLC upon the recommendation of its conflicts committee; and
 
    otherwise as agreed upon by Encore Operating and GP LLC, with the approval of the conflicts committee of the board of directors of GP LLC.
     ENP reimburses EAC for any state income, franchise, or similar tax incurred by EAC resulting from the inclusion of ENP and its subsidiaries in consolidated tax returns with EAC and its subsidiaries as required by applicable law. The amount of any such reimbursement is limited to the tax that ENP and its subsidiaries would have incurred had they not been included in a combined group with EAC.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Sales of Assets to ENP
     In June 2009, Encore Operating sold certain oil and natural gas producing properties and related assets in the Williston Basin in North Dakota and Montana (the “Williston Basin Assets”) to ENP for approximately $25.7 million in cash, including post-closing adjustments, which was financed through borrowings under the OLLC Credit Agreement and proceeds from the issuance of ENP common units to the public. EAC used the proceeds from the sale of the properties to reduce outstanding borrowings under the EAC Credit Agreement.
     In January 2009, Encore Operating sold certain oil and natural gas producing properties and related assets in the Arkoma Basin in Arkansas and royalty interest properties primarily in Oklahoma, as well as 10,300 unleased mineral acres (the “Arkoma Basin Assets”), to ENP for approximately $46.4 million in cash, including post-closing adjustments, which was financed through borrowings under the OLLC Credit Agreement. EAC used the proceeds from the sale of the properties to reduce outstanding borrowings under the EAC Credit Agreement.
     In February 2008, Encore Operating sold certain oil and natural gas properties and related assets in the Permian Basin in West Texas and in the Williston Basin in North Dakota to ENP for approximately $125.0 million in cash, including post-closing adjustments, and 6,884,776 ENP common units. In determining the total purchase price, the common units were valued at $125.0 million. However, no accounting value was ascribed to the common units as the cash consideration exceeded Encore Operating’s carrying value of the properties. The cash portion of the purchase price was financed through borrowings under the OLLC Credit Agreement. EAC used the proceeds from the sale of the properties to reduce outstanding borrowings under the EAC Credit Agreement.
Shelf Registration Statement on Form S-3
     In November 2008, ENP’s “shelf” registration statement on Form S-3 was declared effective by the SEC. Under the shelf registration statement, ENP may offer common units, senior debt, or subordinated debt in one or more offerings with a total initial offering price of up to $1 billion.
Public Offering of Common Units
     In May 2009, ENP issued 2,760,000 common units under its shelf registration statement at a price to the public of $15.60 per common unit. ENP used the net proceeds of approximately $40.8 million, after deducting the underwriters’ discounts and commissions of $1.9 million, in the aggregate, and offering costs of approximately $0.4 million, to fund the acquisition of certain natural gas producing properties in the Vinegarone Field in Val Verde County, Texas (the “Vinegarone Assets”) from an independent energy company for $27.5 million, including post-closing adjustments, and a portion of the purchase price of the Williston Basin Assets.
Long-Term Incentive Plan
     In September 2007, the board of directors of GP LLC adopted the Encore Energy Partners GP LLC Long-Term Incentive Plan (the “ENP Plan”), which provides for the granting of options, restricted units, phantom units, unit appreciation rights, distribution equivalent rights, other unit-based awards, and unit awards. All employees, consultants, and directors of EAC, GP LLC, and any of their subsidiaries and affiliates who perform services for ENP are eligible to be granted awards under the ENP Plan. The ENP Plan is administered by the board of directors of GP LLC or a committee thereof, referred to as the plan administrator. To satisfy common unit awards under the ENP Plan, ENP may issue common units, acquire common units in the open market, or use common units owned by EAC and its affiliates.
     The total number of common units reserved for issuance pursuant to the ENP Plan is 1,150,000. As of June 30, 2009, there were 1,100,000 common units available for issuance under the ENP Plan.
     Phantom Units. Each October, ENP issues 5,000 phantom units to each member of GP LLC’s board of directors pursuant to the ENP Plan. A phantom unit entitles the grantee to receive a common unit upon the vesting of the phantom unit or, at the discretion of the plan administrator, cash equivalent to the value of a common unit. ENP intends to settle the phantom units at vesting by issuing common units to the grantee; therefore, these phantom units are classified as equity instruments. Phantom units vest equally over a four-year period. The holders of phantom units are also entitled to receive distribution equivalent rights prior to vesting, which entitle

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
them to receive cash equal to the amount of any cash distributions made by ENP with respect to a common unit during the period the right is outstanding. During each of the six months ended June 30, 2009 and 2008, ENP recognized non-cash unit-based compensation expense related to phantom units of approximately $0.2 million, which is included in “General and administrative expense” in the accompanying Consolidated Statements of Operations.
     The following table summarizes the changes in ENP’s unvested phantom units for the six months ended June 30, 2009:
                 
            Weighted
            Average
    Number of   Grant Date
    Shares   Fair Value
Outstanding at January 1, 2009
    43,750     $ 18.67  
Granted
           
Vested
           
Forfeited
           
 
               
Outstanding at June 30, 2009
    43,750       18.67  
 
               
     As of June 30, 2009, ENP had $0.4 million of total unrecognized compensation cost related to unvested phantom units, which is expected to be recognized over a weighted average period of 2.0 years.
Management Incentive Units
     In May 2007, the board of directors of GP LLC issued 550,000 management incentive units to certain executive officers of GP LLC. During the fourth quarter of 2008, the management incentive units became convertible into ENP common units, at the option of the holder, at a ratio of one management incentive unit to approximately 3.1186 ENP common units, and all 550,000 management incentive units were converted into 1,715,205 ENP common units.
     During the three and six months ended June 30, 2008, ENP recognized non-cash unit-based compensation expense for the management incentive units of $1.1 million and $2.1 million, respectively, which is included in “General and administrative expense” in the accompanying Consolidated Statements of Operations. There have been no additional issuances of management incentive units.
Distributions
     During the three and six months ended June 30, 2009, ENP distributed approximately $16.8 million and $33.6 million, respectively, of which $10.7 million and $21.4 million, respectively, was paid to EAC and its subsidiaries and had no impact on EAC’s consolidated cash. During the three and six months ended June 30, 2008, ENP distributed approximately $19.3 million and $29.2 million, respectively, of which $12.3 million and $18.0 million, respectively, was paid to EAC and its subsidiaries and had no impact on EAC’s consolidated cash.
     During the three and six months ended June 30, 2008, ENP distributed approximately $1.0 million and $1.2 million, respectively, to certain executive officers of GP LLC, who serve in the same capacities for EAC, based on their ownership of management incentive units.
Note 17. Segment Information
     EAC operates in only one industry: the oil and natural gas exploration and production industry in the United States. However, EAC is organizationally structured along two reportable segments: EAC Standalone and ENP. EAC’s segments are components of its business for which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate capital resources to projects and in assessing performance. The accounting policies used in the generation of segment financial statements are the same as those described in “Note 2. Summary of Significant Accounting Policies” in EAC’s 2008 Annual Report on Form 10-K.
     The following tables provide EAC’s operating segment information required by SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information.” The prior period financial information of ENP in the following tables was recast to include the financial results of the Arkoma Basin Assets and the Williston Basin Assets.

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
                                 
    For the Three Months Ended June 30, 2009  
    EAC                     Consolidated  
    Standalone     ENP     Eliminations     Total  
    (in thousands)  
Revenues:
                               
Oil
  $ 110,495     $ 23,182     $     $ 133,677  
Natural gas
    25,531       3,955             29,486  
Marketing
    206       109             315  
 
                       
Total revenues
    136,232       27,246             163,478  
 
                       
 
                               
Expenses:
                               
Production:
                             
Lease operating
    33,502       6,949             40,451  
Production, ad valorem, and severance taxes
    13,971       3,062             17,033  
Depletion, depreciation, and amortization
    63,140       11,294             74,434  
Exploration
    15,916       18             15,934  
General and administrative
    12,198       2,807       (1,226 )     13,779  
Marketing
    454       61             515  
Derivative fair value loss
    23,666       37,440             61,106  
Other operating
    14,177       658             14,835  
 
                       
Total expenses
    177,024       62,289       (1,226 )     238,087  
 
                       
 
                               
Operating loss
    (40,792 )     (35,043 )     1,226       (74,609 )
 
                       
 
                               
Other income (expenses):
                               
Interest
    (16,775 )     (2,351 )           (19,126 )
Other
    1,882       1       (1,226 )     657  
 
                       
Total other expenses
    (14,893 )     (2,350 )     (1,226 )     (18,469 )
 
                       
 
                               
Loss before income taxes
    (55,685 )     (37,393 )           (93,078 )
Income tax benefit (provision)
    31,758       (200 )           31,558  
 
                       
 
                               
Consolidated net loss
    (23,927 )     (37,593 )           (61,520 )
Change in deferred hedge loss on interest rate swaps, net of tax
    (384 )     1,361             977  
 
                       
Comprehensive loss
  $ (24,311 )   $ (36,232 )   $     $ (60,543 )
 
                       

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
                                 
    For the Three Months Ended June 30, 2008  
    EAC                     Consolidated  
    Standalone     ENP     Eliminations     Total  
    (in thousands)  
Revenues:
                               
Oil
  $ 235,321     $ 51,603     $     $ 286,924  
Natural gas
    53,235       14,654             67,889  
Marketing
    1,618       903             2,521  
 
                       
Total revenues
    290,174       67,160             357,334  
 
                       
 
                               
Expenses:
                               
Production:
                               
Lease operating
    33,062       7,635             40,697  
Production, ad valorem, and severance taxes
    28,735       6,308             35,043  
Depletion, depreciation, and amortization
    40,710       10,316             51,026  
Exploration
    11,555       38             11,593  
General and administrative
    9,436       3,252       (1,129 )     11,559  
Marketing
    2,116       1,609             3,725  
Derivative fair value loss
    179,962       76,428             256,390  
Other operating
    2,835       391             3,226  
 
                       
Total expenses
    308,411       105,977       (1,129 )     413,259  
 
                       
 
                               
Operating loss
    (18,237 )     (38,817 )     1,129       (55,925 )
 
                       
 
                               
Other income (expenses):
                               
Interest
    (14,876 )     (1,909 )           (16,785 )
Other
    1,750       65       (1,129 )     686  
 
                       
Total other expenses
    (13,126 )     (1,844 )     (1,129 )     (16,099 )
 
                       
 
                               
Loss before income taxes
    (31,363 )     (40,661 )           (72,024 )
Income tax benefit
    21,187       135             21,322  
 
                       
 
                               
Consolidated net loss
    (10,176 )     (40,526 )           (50,702 )
Amortization of deferred loss on commodity derivative contracts, net of tax
    907                   907  
Change in deferred hedge gain on interest rate swaps, net of tax
    (967 )     2,552             1,585  
 
                       
Comprehensive loss
  $ (10,236 )   $ (37,974 )   $     $ (48,210 )
 
                       

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
                                 
    For the Six Months Ended June 30, 2009  
    EAC                     Consolidated  
    Standalone     ENP     Eliminations     Total  
    (in thousands)  
Revenues:
                               
Oil
  $ 183,051     $ 38,915     $     $ 221,966  
Natural gas
    46,867       7,873             54,740  
Marketing
    842       279             1,121  
 
                       
Total revenues
    230,760       47,067             277,827  
 
                       
 
                               
Expenses:
                               
Production:
                             
Lease operating
    69,845       14,831             84,676  
Production, ad valorem, and severance taxes
    23,450       5,402             28,852  
Depletion, depreciation, and amortization
    122,449       22,285             144,734  
Exploration
    27,093       40             27,133  
General and administrative
    24,793       4,996       (2,316 )     27,473  
Marketing
    1,063       191             1,254  
Derivative fair value loss (gain)
    (14,018 )     26,533             12,515  
Other operating
    19,803       1,375             21,178  
 
                       
Total expenses
    274,478       75,653       (2,316 )     347,815  
 
                       
 
                               
Operating loss
    (43,718 )     (28,586 )     2,316       (69,988 )
 
                       
 
                               
Other income (expenses):
                               
Interest
    (30,522 )     (4,567 )           (35,089 )
Other
    3,521       6       (2,316 )     1,211  
 
                       
Total other expenses
    (27,001 )     (4,561 )     (2,316 )     (33,878 )
 
                       
 
                               
Loss before income taxes
    (70,719 )     (33,147 )           (103,866 )
Income tax benefit (provision)
    36,644       (201 )           36,443  
 
                       
 
                               
Consolidated net loss
    (34,075 )     (33,348 )           (67,423 )
Change in deferred hedge loss on interest rate swaps, net of tax
    (216 )     648             432  
 
                       
Comprehensive loss
  $ (34,291 )   $ (32,700 )   $     $ (66,991 )
 
                       

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
                                 
    For the Six Months Ended June 30, 2008  
    EAC                     Consolidated  
    Standalone     ENP     Eliminations     Total  
    (in thousands)  
Revenues:
                               
Oil
  $ 415,014     $ 92,444     $     $ 507,458  
Natural gas
    92,458       23,743             116,201  
Marketing
    2,815       3,762             6,577  
 
                       
Total revenues
    510,287       119,949             630,236  
 
                       
 
                               
Expenses:
                               
Production:
                               
Lease operating
    66,718       14,329             81,047  
Production, ad valorem, and severance taxes
    50,956       11,539             62,495  
Depletion, depreciation, and amortization
    80,049       20,520             100,569  
Exploration
    17,014       67             17,081  
General and administrative
    16,956       6,424       (2,134 )     21,246  
Marketing
    3,505       4,002             7,507  
Derivative fair value loss
    229,513       92,015             321,528  
Other operating
    4,939       793             5,732  
 
                       
Total expenses
    469,650       149,689       (2,134 )     617,205  
 
                       
 
                               
Operating income (loss)
    40,637       (29,740 )     2,134       13,031  
 
                       
 
                               
Other income (expenses):
                               
Interest
    (32,996 )     (3,549 )           (36,545 )
Other
    3,589       82       (2,134 )     1,537  
 
                       
Total other expenses
    (29,407 )     (3,467 )     (2,134 )     (35,008 )
 
                       
 
                               
Income (loss) before income taxes
    11,230       (33,207 )           (21,977 )
Income tax benefit
    2,451       138             2,589  
 
                       
 
                               
Consolidated net income (loss)
    13,681       (33,069 )           (19,388 )
Amortization of deferred loss on commodity derivative contracts, net of tax
    1,786                   1,786  
Change in deferred hedge gain on interest rate swaps, net of tax
    (567 )     984             417  
 
                       
Comprehensive income (loss)
  $ 14,900     $ (32,085 )   $     $ (17,185 )
 
                       
The following table provides EAC’s balance sheet segment information as of the dates indicated:
                 
    June 30, 2009     December 31, 2008  
    (in thousands)  
Segment assets:
               
EAC Standalone
  $ 2,852,020     $ 3,023,571  
ENP
    569,299       610,792  
Eliminations
    (350 )     (1,168 )
 
           
Total consolidated assets
  $ 3,420,969     $ 3,633,195  
 
           
 
               
Segment liabilities:
               
EAC Standalone
  $ 1,730,466     $ 1,966,399  
ENP
    242,997       186,360  
Eliminations
    (2,620 )     (2,812 )
 
           
Total consolidated liabilities
  $ 1,970,843     $ 2,149,947  
 
           

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ENCORE ACQUISITION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

(unaudited)
Note 18. Subsequent Events
     Subsequent events were evaluated through August 5, 2009, which is the date financial statements were issued.
Acquisitions from EXCO and Sale to ENP
     On June 28, 2009, Encore Operating entered into purchase and sale agreements with EXCO Resources, Inc. (together with its affiliates, “EXCO”), which provides for the acquisition by Encore Operating from EXCO of certain oil and natural gas properties and related assets in the Mid-Continent and East Texas for $375 million in cash, subject to customary purchase price adjustments and closing conditions. In conjunction with the signing of the purchase and sale agreements, EAC made a $37.5 million deposit with EXCO, which is reflected as “Acquisition deposit” in the accompanying Consolidated Balance Sheets. The acquisitions will be effective April 1, 2009 and are expected to close in August 2009. EAC expects to finance the acquisitions through borrowings under the EAC Credit Agreement and proceeds from the sale of assets to ENP as discussed below.
     Also on June 28, 2009, Encore Operating entered into a purchase and sale agreement with ENP, which provides for the sale by Encore Operating to ENP of certain oil and natural gas properties and related assets in the Big Horn Basin in Wyoming, the Permian Basin in West Texas and New Mexico, and the Williston Basin in Montana and North Dakota (the “Rockies and Permian Basin Assets”) for $190 million in cash, subject to customary purchase price adjustments. The sale will be effective April 1, 2009 and is expected to close in August 2009. In connection with the pending acquisition of the Rockies and Permian Basin Assets, ENP requested the syndicate of lenders underwriting the OLLC Credit Agreement to increase the borrowing base from $240 million to $375 million.
     The acquisitions of properties from EXCO and the sale of properties to ENP are intended to qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and I.R.S. Revenue Procedure 2000-37.
ENP Distribution
     On July 28, 2009, ENP announced a cash distribution for the second quarter of 2009 to unitholders of record as of the close of business on August 10, 2009 at a rate of $0.5125 per unit. Approximately $23.5 million is expected to be paid to unitholders on or about August 14, 2009.
Public Offering of ENP Common Units
     In July 2009, ENP issued 9,430,000 common units under its shelf registration statement at a price to the public of $14.30 per common unit. ENP expects to use the net proceeds of approximately $129.1 million, after deducting the underwriters’ discounts and commissions of $5.4 million, in the aggregate, and offering costs of $0.4 million, to fund a portion of the purchase price of the Rockies and Permian Basin Assets. Pending the closing of the acquisition of the Rockies and Permian Basin Assets from Encore Operating, ENP may use the net proceeds to reduce outstanding borrowings under the OLLC Credit Agreement. As a result of ENP’s issuance of common units, EAC’s ownership percentage of ENP’s common units decreased from approximately 58 percent to approximately 46 percent.
CO2 Supply Agreement
     In July 2009, EAC entered into a purchase and sale agreement to acquire a private company. This acquisition procures a CO2 supply that is expected to be used for a tertiary oil recovery project in EAC’s Bell Creek Field. Under the terms of the agreement, EAC will purchase all of the volumes available from the Lost Cabin Gas Plant located in Freemont County, Wyoming. Initially, the volumes are estimated to be approximately 50 MMcf per day. The initial term of the contract is 15 years. EAC plans to build compression facilities adjacent to the plant and construct a 206-mile pipeline to transport the compressed CO2 to its Bell Creek Field in Southeastern Montana, where EAC intends to upgrade its current waterflood secondary recovery project into a miscible CO2 flood tertiary recovery project.

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ENCORE ACQUISITION COMPANY
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
     The following discussion and analysis contains forward-looking statements, which give our current expectations or forecasts of future events. Actual results could differ materially from those stated in the forward-looking statements due to many factors, including, but not limited to, those set forth under “Item 1A. Risk Factors” and elsewhere in our 2008 Annual Report on Form 10-K. The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included in “Item 1. Financial Statements” of this Report and in “Item 8. Financial Statements and Supplementary Data” of our 2008 Annual Report on Form 10-K.
Introduction
     In this management’s discussion and analysis of financial condition and results of operations, the following are discussed and analyzed:
    Second Quarter 2009 Highlights
 
    Results of Operations
    Comparison of Quarter Ended June 30, 2009 to Quarter Ended June 30, 2008
 
    Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008
    Capital Commitments, Capital Resources, and Liquidity
 
    Critical Accounting Policies and Estimates
 
    New Accounting Pronouncements
Second Quarter 2009 Highlights
     Our financial and operating results for the second quarter of 2009 included the following:
    Our average daily production volumes increased 8 percent to 41,407 BOE/D as compared to 38,214 BOE/D in the second quarter of 2008. Oil represented 64 percent of our total production volumes as compared to 71 percent in the second quarter of 2008.
 
    We invested $100.4 million in oil and natural gas activities, of which $71.9 million was invested in development, exploitation, and exploration activities, yielding 24 gross (7.0 net) productive wells, and $28.3 million was invested in acquisitions, primarily related to the acquisition of the Vinegarone Assets.
 
    In June, we sold the Williston Basin Assets to ENP for approximately $25.7 million in cash, including post-closing adjustments. Also in June, we entered into a purchase and sale agreement with ENP, which provides for the sale of the Rockies and Permian Basin Assets to ENP for $190 million in cash, subject to customary purchase price adjustments. This transaction is expected to close in August 2009.
 
    In June, we entered into purchase and sale agreements with EXCO Resources, Inc., which provides for the acquisition from EXCO of certain oil and natural gas properties and related assets in the Mid-Continent and East Texas for $375 million in cash, subject to customary purchase price adjustments and closing conditions. This transaction is expected to close in August 2009.
 
    In May, ENP issued 2,760,000 common units under its shelf registration statement at a price to the public of $15.60 per common unit. The net proceeds of approximately $40.8 million were used to fund a portion of the purchase price of the Williston Basin Assets and the Vinegarone Assets.
 
    In April, we issued $225 million of our 9.5% Senior Subordinated Notes due 2016 at 92.228 percent of par value. We used the net proceeds of approximately $202.5 million to reduce outstanding borrowings under our revolving credit facility.
 
    Subsequent to the end of the second quarter of 2009, ENP issued 9,430,000 common units under its shelf registration statement at a price to the public of $14.30 per common unit. ENP expects to use the net proceeds of approximately $129.1 million to fund a portion of the purchase price of the Rockies and Permian Basin Assets.

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ENCORE ACQUISITION COMPANY
Results of Operations
Comparison of Quarter Ended June 30, 2009 to Quarter Ended June 30, 2008
     Revenues. The following table illustrates the components of our revenues for the periods indicated, as well as each period’s respective production volumes and average prices:
                                 
    Three months ended June 30,     Increase / (Decrease)  
    2009     2008     $     %  
Revenues (in thousands):
                               
Oil wellhead
  $ 133,677     $ 288,352     $ (154,675 )        
Oil hedges
          (1,428 )     1,428          
 
                         
Total oil revenues
  $ 133,677     $ 286,924     $ (153,247 )     -53 %
 
                         
Natural gas wellhead
  $ 29,486     $ 67,889     $ (38,403 )     -57 %
 
                         
Combined wellhead
  $ 163,163     $ 356,241     $ (193,078 )        
Combined hedges
          (1,428 )     1,428          
 
                         
Total combined oil and natural gas revenues
    163,163       354,813       (191,650 )     -54 %
Marketing
    315       2,521       (2,206 )     -88 %
 
                         
Total revenues
  $ 163,478     $ 357,334     $ (193,856 )     -54 %
 
                         
 
                               
Average realized prices:
                               
Oil wellhead ($/Bbl)
  $ 55.02     $ 117.22     $ (62.20 )        
Oil hedges ($/Bbl)
          (0.58 )     0.58          
 
                         
Total oil revenues ($/Bbl)
  $ 55.02     $ 116.64     $ (61.62 )     -53 %
 
                         
Natural gas wellhead ($/Mcf)
  $ 3.67     $ 11.12     $ (7.45 )     -67 %
 
                         
Combined wellhead ($/BOE)
  $ 43.30     $ 102.44     $ (59.14 )        
Combined hedges ($/BOE)
          (0.41 )     0.41          
 
                         
Total combined oil and natural gas revenues ($/BOE)
  $ 43.30     $ 102.03     $ (58.73 )     -58 %
 
                         
 
                               
Total production volumes:
                               
Oil (MBbls)
    2,430       2,460       (30 )     -1 %
Natural gas (MMcf)
    8,030       6,105       1,925       32 %
Combined (MBOE)
    3,768       3,477       291       8 %
 
                               
Average daily production volumes:
                               
Oil (Bbls/D)
    26,701       27,032       (331 )     -1 %
Natural gas (Mcf/D)
    88,236       67,090       21,146       32 %
Combined (BOE/D)
    41,407       38,214       3,193       8 %
 
                               
Average NYMEX prices:
                               
Oil (per Bbl)
  $ 59.83     $ 124.30     $ (64.47 )     -52 %
Natural gas (per Mcf)
  $ 3.49     $ 10.94     $ (7.45 )     -68 %
     Oil revenues decreased 53 percent from $286.9 million in the second quarter of 2008 to $133.7 million in the second quarter of 2009 as a result of a $61.62 per Bbl decrease in our average realized oil price and a 30 MBbls decrease in our oil production volumes. Our lower oil production volumes decreased oil revenues by approximately $3.5 million and was primarily due to natural production declines in our Elk Basin field.
     Our average realized oil price decreased primarily due to our lower average oil wellhead price, which decreased oil revenues by approximately $151.1 million, or $62.20 per Bbl. Our average oil wellhead price decreased primarily due to a lower average NYMEX price, which decreased from $124.30 per Bbl in the second quarter of 2008 to $59.83 Bbl in the second quarter of 2009. Oil revenues in the second quarter of 2008 were also reduced by approximately $1.4 million, or $0.58 per Bbl, for commodity derivative contracts previously designated as hedges.

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ENCORE ACQUISITION COMPANY
     In the second quarter of 2009 and 2008, our average daily production volumes were decreased by 2,065 BOE/D and 1,943 BOE/D, respectively, for net profits interests related to our CCA properties, which reduced our oil wellhead revenues by approximately $8.6 million and $18.3 million, respectively.
     Natural gas revenues decreased 57 percent from $67.9 million in the second quarter of 2008 to $29.5 million in the second quarter of 2009 as a result of a $7.45 per Mcf decrease in our average realized natural gas price, partially offset by a 1,925 MMcf increase in our natural gas production volumes. Our lower average realized natural gas price decreased natural gas revenues by approximately $59.8 million and was primarily due to a lower average NYMEX price, which decreased from $10.94 per Mcf in the second quarter of 2008 to $3.49 per Mcf in the second quarter of 2009. Our higher natural gas production increased natural gas revenues by approximately $21.4 million and was primarily due to successful development programs in our Permian Basin and Mid-Continent areas.
     The table below illustrates the relationship between our oil and natural gas wellhead prices as a percentage of average NYMEX prices for the periods indicated. Management uses the wellhead price to NYMEX margin analysis to analyze trends in our oil and natural gas revenues.
                 
    Three months ended June 30,
    2009   2008
Average oil wellhead ($/Bbl)
  $ 55.02     $ 117.22  
Average NYMEX ($/Bbl)
  $ 59.83     $ 124.30  
Differential to NYMEX
  $ (4.81 )   $ (7.08 )
Average oil wellhead to NYMEX percentage
    92 %     94 %
 
               
Average natural gas wellhead ($/Mcf)
  $ 3.67     $ 11.12  
Average NYMEX ($/Mcf)
  $ 3.49     $ 10.94  
Differential to NYMEX
  $ 0.18     $ 0.18  
Average natural gas wellhead to NYMEX percentage
    105 %     102 %
     Our average oil wellhead price as a percentage of the average NYMEX price was 92 percent in the second quarter of 2009 as compared to 94 percent in the second quarter of 2008.
     Our average natural gas wellhead price as a percentage of the average NYMEX price was 105 percent in the second quarter of 2009 as compared to 102 percent in the second quarter of 2008. Certain of our natural gas marketing contracts determine the price that we are paid based on the value of the dry gas sold plus a portion of the value of liquids extracted. Since title of the natural gas sold under these contracts passes at the inlet of the processing plant, we report inlet volumes of natural gas in Mcf as production. Additionally in the second quarter of 2009, we recorded a one-time positive $1.0 million value price adjustment for NGLs marketed by a third party. As a result, the price we were paid per Mcf for natural gas sold under certain contracts during the second quarter of 2009 increased to a level above NYMEX.
     Marketing revenues decreased 88 percent from $2.5 million in the second quarter of 2008 to $0.3 million in the second quarter of 2009 primarily as a result of a reduction in natural gas throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous gas producers at the inlet of the pipeline and resold downstream to various local and off-system markets.

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ENCORE ACQUISITION COMPANY
     Expenses. The following table summarizes our expenses for the periods indicated:
                                 
    Three months ended June 30,     Increase / (Decrease)  
    2009     2008     $     %  
Expenses (in thousands):
                               
Production:
                               
Lease operating
  $ 40,451     $ 40,697     $ (246 )        
Production, ad valorem, and severance taxes
    17,033       35,043       (18,010 )        
 
                         
Total production expenses
    57,484       75,740       (18,256 )     -24 %
Other:
                               
Depletion, depreciation, and amortization
    74,434       51,026       23,408          
Exploration
    15,934       11,593       4,341          
General and administrative
    13,779       11,559       2,220          
Marketing
    515       3,725       (3,210 )        
Derivative fair value loss
    61,106       256,390       (195,284 )        
Other operating
    14,835       3,226       11,609          
 
                         
Total operating expenses
    238,087       413,259       (175,172 )     -42 %
Interest
    19,126       16,785       2,341          
Income tax benefit
    (31,558 )     (21,322 )     (10,236 )        
 
                         
Total expenses
  $ 225,655     $ 408,722     $ (183,067 )     -45 %
 
                         
 
                               
Expenses (per BOE):
                               
Production:
                               
Lease operating
  $ 10.74     $ 11.70     $ (0.96 )        
Production, ad valorem, and severance taxes
    4.52       10.08       (5.56 )        
 
                         
Total production expenses
    15.26       21.78       (6.52 )     -30 %
Other:
                               
Depletion, depreciation, and amortization
    19.75       14.67       5.08          
Exploration
    4.23       3.33       0.90          
General and administrative
    3.66       3.32       0.34          
Marketing
    0.14       1.07       (0.93 )        
Derivative fair value loss
    16.22       73.73       (57.51 )        
Other operating
    3.94       0.93       3.01          
 
                         
Total operating expenses
    63.20       118.83       (55.63 )     -47 %
Interest
    5.08       4.83       0.25          
Income tax benefit
    (8.38 )     (6.13 )     (2.25 )        
 
                         
Total expenses
  $ 59.90     $ 117.53     $ (57.63 )     -49 %
 
                         
     Production expenses. Total production expenses decreased 24 percent from $75.7 million in the second quarter of 2008 to $57.5 million in the second quarter of 2009. Our production margin decreased 62 percent from $280.5 million in the second quarter of 2008 to $105.7 million in the second quarter of 2009. Total oil and natural gas wellhead revenues per BOE decreased by 58 percent and total production expenses per BOE decreased by 30 percent. On a per BOE basis, our production margin decreased 65 percent to $28.04 per BOE in the second quarter of 2009 as compared to $80.66 per BOE in the second quarter of 2008.
     Production expense attributable to LOE remained flat at $40.5 million in the second quarter of 2009 as compared to $40.7 million in the second quarter of 2008. Our higher production volumes increased LOE by approximately $3.4 million. The $0.96 decrease in our average LOE per BOE rate decreased LOE by approximately $3.6 million and was primarily due to decreases in natural gas prices resulting in lower electricity costs and gas plant fuel costs, as well as lower prices paid to oilfield service companies and suppliers, partially offset by an increase of $3.2 million for retention bonuses to be paid in August 2009 related to our 2008 strategic alternatives process.
     Production expense attributable to production, ad valorem, and severance taxes (“production taxes”) decreased $18.0 million from $35.0 million in the second quarter of 2008 to $17.0 million in the second quarter of 2009 primarily due to lower wellhead revenues, which exclude the effects of commodity derivative contracts. As a percentage of oil and natural gas wellhead revenues, production taxes increased to 10.4 percent in the second quarter of 2009 as compared to 9.8 percent in the second quarter of 2008 primarily due to higher ad valorem taxes, which are based on a flat rate of production volumes as opposed to a percentage of wellhead revenues.

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ENCORE ACQUISITION COMPANY
     Depletion, depreciation, and amortization expense (“DD&A”). DD&A expense increased $23.4 million from $51.0 million in the second quarter of 2008 to $74.4 million in the second quarter of 2009 as a result of a $5.08 increase in the per BOE rate and higher production volumes. Our higher average DD&A per BOE rate increased DD&A expense by approximately $19.1 million and was primarily due to the decrease in our proved reserves as a result of lower average commodity prices. Our higher production volumes increased DD&A expense by approximately $4.3 million.
     Exploration expense. Exploration expense increased $4.3 million from $11.6 million in the second quarter of 2008 to $15.9 million in the second quarter of 2009. During the second quarter of 2009, we expensed 2.9 net exploratory dry holes totaling $9.5 million. During the second quarter of 2008, we expensed 2.0 net exploratory dry holes totaling $6.6 million. Impairment of unproved acreage increased $1.6 million from $4.2 million in the second quarter of 2008 to $5.8 million in the second quarter of 2009, primarily due to our larger unproved property base, as well as the impairment of certain acreage through the normal course of evaluation. The following table illustrates the components of exploration expense for the periods indicated:
                         
    Three months ended June 30,     Increase /  
    2009     2008     (Decrease)  
    (in thousands)  
Dry holes
  $ 9,467     $ 6,612     $ 2,855  
Geological and seismic
    525       455       70  
Delay rentals
    136       357       (221 )
Impairment of unproved acreage
    5,806       4,169       1,637  
 
                 
Total
  $ 15,934     $ 11,593     $ 4,341  
 
                 
     General and administrative expense (“G&A”). G&A expense increased $2.2 million from $11.6 million in the second quarter of 2008 to $13.8 million in the second quarter of 2009 primarily due to an increase of $1.4 million for retention bonuses to be paid in August 2009 related to our 2008 strategic alternatives process and the expensing of transaction costs related to our 2009 acquisitions pursuant to SFAS 141R.
     Marketing expenses. Marketing expenses decreased $3.2 million from $3.7 million in the second quarter of 2008 to $0.5 million in the second quarter of 2009 primarily due to a reduction in natural gas throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous gas producers at the inlet of the pipeline and resold downstream to various local and off-system markets.
     Derivative fair value loss. During the second quarter of 2009, we recorded a $61.1 million derivative fair value loss as compared to $256.4 million in the second quarter of 2008, the components of which were as follows:
                         
    Three months ended June 30,        
    2009     2008     Decrease  
    (in thousands)  
Ineffectiveness
  $ 6     $ 39     $ (33 )
Mark-to-market loss
    78,082       219,433       (141,351 )
Premium amortization
    6,764       17,293       (10,529 )
Settlements
    (23,746 )     19,625       (43,371 )
 
                 
Total derivative fair value loss
  $ 61,106     $ 256,390     $ (195,284 )
 
                 
     Other operating expense. Other operating expense increased $11.6 million from $3.2 million in the second quarter of 2008 to $14.8 million in the second quarter of 2009. Other operating expense for the second quarter of 2009 includes a $5.6 million adjustment to the carrying value of pipe and other tubular inventory whose market value had declined below cost and a $4.7 million adjustment to the carrying value of certain receivables, primarily from ExxonMobil related to our West Texas joint venture.
     Interest expense. Interest expense increased $2.3 million from $16.8 million in the second quarter of 2008 to $19.1 million in the second quarter of 2009 primarily due to the issuance of $225 million of our 9.50% Notes, partially offset by a reduction in LIBOR. We received net proceeds of approximately $202.5 million from the issuance of the 9.5% Notes, which we used to reduce outstanding borrowings under our revolving credit facility. Our weighted average interest rate was 6.1 percent for the second quarter of 2009 as compared to 5.4 percent for the second quarter of 2008.

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     The following table illustrates the components of interest expense for the periods indicated:
                         
    Three months ended June 30,     Increase /  
    2009     2008     (Decrease)  
    (in thousands)  
6.25% Senior Subordinated Notes
  $ 2,436     $ 2,431     $ 5  
6.0% Senior Subordinated Notes
    4,644       4,636       8  
9.5% Senior Subordinated Notes
    4,169             4,169  
7.25% Senior Subordinated Notes
    2,751       2,749       2  
Revolving credit facilities
    3,966       7,215       (3,249 )
Other
    1,160       (246 )     1,406  
 
                 
Total
  $ 19,126     $ 16,785     $ 2,341  
 
                 
     Income taxes. In the second quarter of 2009, we recorded an income tax benefit of $31.6 million as compared to $21.3 million in the second quarter of 2008. In the second quarter of 2009, we had a loss before income taxes and noncontrolling interest of $93.1 million as compared to $72.0 million in the second quarter of 2008. Our effective tax rate increased to 33.9 percent in the second quarter of 2009 as compared to 29.6 percent in the second quarter of 2008 primarily due to a permanent increase in the production activities deduction.

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Comparison of Six Months Ended June 30, 2009 to Six Months Ended June 30, 2008
     Revenues. The following table illustrates the components of our revenues for the periods indicated, as well as each period’s respective production volumes and average prices:
                                 
    Six months ended June 30,     Increase / (Decrease)  
    2009     2008     $     %  
Revenues (in thousands):
                               
Oil wellhead
  $ 221,966     $ 510,315     $ (288,349 )        
Oil hedges
          (2,857 )     2,857          
 
                         
Total oil revenues
  $ 221,966     $ 507,458     $ (285,492 )     -56 %
 
                         
 
                               
Natural gas wellhead
  $ 54,740     $ 116,201     $ (61,461 )     -53 %
 
                         
 
                               
Combined wellhead
  $ 276,706     $ 626,516     $ (349,810 )        
Combined hedges
          (2,857 )     2,857          
 
                         
Total combined oil and natural gas revenues
    276,706       623,659       (346,953 )     -56 %
Marketing
    1,121       6,577       (5,456 )     -83 %
 
                         
Total revenues
  $ 277,827     $ 630,236     $ (352,409 )     -56 %
 
                         
 
                               
Average realized prices:
                               
Oil wellhead ($/Bbl)
  $ 45.14     $ 102.81     $ (57.67 )        
Oil hedges ($/Bbl)
          (0.58 )     0.58          
 
                         
Total oil revenues ($/Bbl)
  $ 45.14     $ 102.23     $ (57.09 )     -56 %
 
                         
 
                               
Natural gas wellhead ($/Mcf)
  $ 3.48     $ 9.73     $ (6.25 )     -64 %
 
                         
 
                               
Combined wellhead ($/BOE)
  $ 36.70     $ 90.10     $ (53.40 )        
Combined hedges ($/BOE)
          (0.41 )     0.41          
 
                       
Total combined oil and natural gas revenues ($/BOE)
  $ 36.70     $ 89.69     $ (52.99 )     -59 %
 
                         
 
                               
Total production volumes:
                               
Oil (MBbls)
    4,918       4,964       (46 )     -1 %
Natural gas (MMcf)
    15,727       11,937       3,790       32 %
Combined (MBOE)
    7,539       6,953       586       8 %
 
                               
Average daily production volumes:
                               
Oil (Bbls/D)
    27,170       27,274       (104 )     0 %
Natural gas (Mcf/D)
    86,890       65,586       21,304       32 %
Combined (BOE/D)
    41,652       38,205       3,447       9 %
 
                               
Average NYMEX prices:
                               
Oil (per Bbl)
  $ 51.61     $ 111.02     $ (59.41 )     -54 %
Natural gas (per Mcf)
  $ 4.20     $ 9.48     $ (5.28 )     -56 %
     Oil revenues decreased 56 percent from $507.5 million in the first six months of 2008 to $222.0 million in the first six months of 2009 as a result of a $57.09 per Bbl decrease in our average realized oil price and a 46 MBbls decrease in our oil production volumes. Our lower oil production volumes decreased oil revenues by approximately $4.7 million and was primarily due to natural production declines in our Elk Basin field.
     Our average realized oil price decreased primarily due to our lower average oil wellhead price, which decreased oil revenues by approximately $283.6 million, or $57.67 per Bbl. Our average oil wellhead price decreased primarily due to a lower average NYMEX price, which decreased from $111.02 per Bbl in the first six months of 2008 to $51.61 Bbl in the first six months of 2009. Oil revenues in the first six months of 2008 were also reduced by approximately $2.9 million, or $0.58 per Bbl, for commodity derivative contracts previously designated as hedges.
     In the first six months of 2009 and 2008, our average daily production volumes were decreased by 1,738 BOE/D and 1,883 BOE/D, respectively, for net profits interests related to our CCA properties, which reduced our oil wellhead revenues by approximately $12.4 million and $31.2 million, respectively.

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     Natural gas revenues decreased 53 percent from $116.2 million in the first six months of 2008 to $54.7 million in the first six months of 2009 as a result of a $6.25 per Mcf decrease in our average realized natural gas price, partially offset by a 3,790 MMcf increase in our natural gas production volumes. Our lower average realized natural gas price decreased natural gas revenues by approximately $98.4 million and was primarily due to a lower average NYMEX price, which decreased from $9.48 per Mcf in the first six months of 2008 to $4.20 per Mcf in the first six months of 2009. Our higher natural gas production increased natural gas revenues by approximately $36.9 million and was primarily due to successful development programs in our Permian Basin and Mid-Continent areas.
     The table below illustrates the relationship between our oil and natural gas wellhead prices as a percentage of average NYMEX prices for the periods indicated:
                 
    Six months ended June 30,
    2009   2008
Average oil wellhead ($/Bbl)
  $ 45.14     $ 102.81  
Average NYMEX ($/Bbl)
  $ 51.61     $ 111.02  
Differential to NYMEX
  $ (6.47 )   $ (8.21 )
Average oil wellhead to NYMEX percentage
    87 %     93 %
 
               
Average natural gas wellhead ($/Mcf)
  $ 3.48     $ 9.73  
Average NYMEX ($/Mcf)
  $ 4.20     $ 9.48  
Differential to NYMEX
  $ (0.72 )   $ 0.25  
Average natural gas wellhead to NYMEX percentage
    83 %     103 %
     Our average oil wellhead price as a percentage of the average NYMEX price was 87 percent in the first six months of 2009 as compared to 93 percent in the first six months of 2008. The percentage differential widened as a result of a 54 percent decrease in NYMEX as compared to the first six months of 2008. However, the per Bbl differential improved from $8.21 per Bbl in the first six months of 2008 to $6.47 per Bbl in the first six months of 2009.
     Our average natural gas wellhead price as a percentage of the average NYMEX price was 83 percent in the first six months of 2009 as compared to 103 percent in the first six months of 2008. Certain of our natural gas marketing contracts determine the price that we are paid based on the value of the dry gas sold plus a portion of the value of liquids extracted. Since title of the natural gas sold under these contracts passes at the inlet of the processing plant, we report inlet volumes of natural gas in Mcf as production. During the first six months of 2008, the price of NGLs increased at a much faster pace than did the price of natural gas resulting in a price we were paid per Mcf under certain contracts to be higher than the NYMEX. During the first half of 2009, we recorded a one-time positive $1.0 million value price adjustment for NGLs marketed by a third party. However, the natural gas index prices related to our West Texas, Permian, East Texas, and Rocky Mountains natural gas contracts all widened in their relationship to NYMEX causing an overall wider differential for the first six months of 2009.
     Marketing revenues decreased 83 percent from $6.6 million in the first six months of 2008 to $1.1 million in the first six months of 2009 primarily as a result of a reduction in natural gas throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous gas producers at the inlet of the pipeline and resold downstream to various local and off-system markets.

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Expenses. The following table summarizes our expenses for the periods indicated:
                                 
    Six months ended June 30,     Increase / (Decrease)  
    2009     2008     $     %  
Expenses (in thousands):
                               
Production:
                               
Lease operating
  $ 84,676     $ 81,047     $ 3,629          
Production, ad valorem, and severance taxes
    28,852       62,495       (33,643 )        
 
                         
Total production expenses
    113,528       143,542       (30,014 )     -21 %
Other:
                               
Depletion, depreciation, and amortization
    144,734       100,569       44,165          
Exploration
    27,133       17,081       10,052          
General and administrative
    27,473       21,246       6,227          
Marketing
    1,254       7,507       (6,253 )        
Derivative fair value loss
    12,515       321,528       (309,013 )        
Other operating
    21,178       5,732       15,446          
 
                         
Total operating expenses
    347,815       617,205       (269,390 )     -44 %
Interest
    35,089       36,545       (1,456 )        
Income tax benefit
    (36,443 )     (2,589 )     (33,854 )        
 
                         
Total expenses
  $ 346,461     $ 651,161     $ (304,700 )     -47 %
 
                         
 
                               
Expenses (per BOE):
                               
Production:
                               
Lease operating
  $ 11.23     $ 11.66     $ (0.43 )        
Production, ad valorem, and severance taxes
    3.83       8.99       (5.16 )        
 
                         
Total production expenses
    15.06       20.65       (5.59 )     -27 %
Other:
                               
Depletion, depreciation, and amortization
    19.20       14.46       4.74          
Exploration
    3.60       2.46       1.14          
General and administrative
    3.64       3.06       0.58          
Marketing
    0.17       1.08       (0.91 )        
Derivative fair value loss
    1.66       46.24       (44.58 )        
Other operating
    2.81       0.82       1.99          
 
                         
Total operating expenses
    46.14       88.77       (42.63 )     -48 %
Interest
    4.65       5.26       (0.61 )        
Income tax benefit
    (4.83 )     (0.37 )     (4.46 )        
 
                         
Total expenses
  $ 45.96     $ 93.66     $ (47.70 )     -51 %
 
                         
     Production expenses. Total production expenses decreased 21 percent from $143.5 million in the first six months of 2008 to $113.5 million in the first six months of 2009. Our production margin decreased 66 percent from $483.0 million in the first six months of 2008 to $163.2 million in the first six months of 2009. Total oil and natural gas wellhead revenues per BOE decreased by 59 percent and total production expenses per BOE decreased by 27 percent. On a per BOE basis, our production margin decreased 69 percent to $21.64 per BOE in the first six months of 2009 as compared to $69.45 per BOE in the first six months of 2008.
     Production expense attributable to LOE increased $3.6 million from $81.0 million in the first six months of 2008 to $84.7 million in the first six months of 2009 as a result of higher production volumes, partially offset by a $0.43 decrease in the per BOE rate. Our higher production volumes increased LOE by approximately $6.8 million. Our lower average LOE per BOE rate decreased LOE by approximately $3.2 million and was primarily due to decreases in natural gas prices resulting in lower electricity costs and gas plant fuel costs, as well as lower prices paid to oilfield service companies and suppliers, partially offset by an increase of $7.0 million for retention bonuses to be paid in August 2009 related to our 2008 strategic alternatives process.
     Production expense attributable to production taxes decreased $33.6 million from $62.5 million in the first six months of 2008 to $28.9 million in the first six months of 2009 primarily due to lower wellhead revenues, which exclude the effects of commodity derivative contracts. As a percentage of oil and natural gas wellhead revenues, production taxes increased to 10.4 percent in the first six months of 2009 as compared to 10.0 percent in the first six months of 2008 primarily due to higher ad valorem taxes, which are based on a flat rate of production volumes as opposed to a percentage of wellhead revenues.

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     DD&A expense. DD&A expense increased $44.2 million from $100.6 million in the first six months of 2008 to $144.7 million in the first six months of 2009 as a result of a $4.74 increase in the per BOE rate and higher production volumes. Our higher average DD&A per BOE rate increased DD&A expense by approximately $35.7 million and was primarily due to the decrease in our proved reserves as a result of lower average commodity prices. Our higher production volumes increased DD&A expense by approximately $8.5 million.
     Exploration expense. Exploration expense increased $10.1 million from $17.1 million in the first six months of 2008 to $27.1 million in the first six months of 2009. During the first six months of 2009, we expensed 3.9 net exploratory dry holes totaling $14.5 million. During the first six months of 2008, we expensed 2.5 net exploratory dry holes totaling $7.2 million. Impairment of unproved acreage increased $3.5 million from $8.3 million in the first six months of 2008 to $11.8 million in the first six months of 2009, primarily due to our larger unproved property base, as well as the impairment of certain acreage through the normal course of evaluation. The following table illustrates the components of exploration expense for the periods indicated:
                         
    Six months ended June 30,     Increase /  
    2009     2008     (Decrease)  
    (in thousands)  
Dry holes
  $ 14,513     $ 7,234     $ 7,279  
Geological and seismic
    639       833       (194 )
Delay rentals
    230       703       (473 )
Impairment of unproved acreage
    11,751       8,311       3,440  
 
                 
Total
  $ 27,133     $ 17,081     $ 10,052  
 
                 
     G&A expense. G&A expense increased $6.2 million from $21.2 million in the first six months of 2008 to $27.5 million in the first six months of 2009 primarily due to an increase of $3.0 million for retention bonuses to be paid in August 2009 related to our 2008 strategic alternatives process and the expensing of transaction costs related to our 2009 acquisitions pursuant to SFAS 141R.
     Marketing expenses. Marketing expenses decreased $6.3 million from $7.5 million in the first six months of 2008 to $1.3 million in the first six months of 2009 primarily due to a reduction in natural gas throughput in our Wildhorse pipeline. Natural gas volumes are purchased from numerous gas producers at the inlet of the pipeline and resold downstream to various local and off-system markets.
     Derivative fair value loss. During the first six months of 2009, we recorded a $12.5 million derivative fair value loss as compared to $321.5 million in the first six months of 2008, the components of which were as follows:
                         
    Six Months Ended June 30,     Increase /  
    2009     2008     (Decrease)  
    (in thousands)  
Ineffectiveness
  $ (34 )   $ (343 )   $ 309  
Mark-to-market loss
    280,993       265,048       15,945  
Premium amortization
    84,719       32,806       51,913  
Settlements
    (353,163 )     24,017       (377,180 )
 
                 
Total derivative fair value loss
  $ 12,515     $ 321,528     $ (309,013 )
 
                 
     Other operating expense. Other operating expense increased $15.4 million from $5.7 million in the first six months of 2008 to $21.2 million in the first six months of 2009. Other operating expense for the first six months of 2009 includes a $5.7 million adjustment to the carrying value of pipe and other tubular inventory whose market value had declined below cost and a $4.7 million adjustment to the carrying value of certain receivables, primarily from ExxonMobil related to our West Texas joint venture.
     Interest expense. Interest expense decreased $1.5 million from $36.5 million in the first six months of 2008 to $35.1 million in the first six months of 2009 primarily due to a reduction in LIBOR, partially offset by the issuance of our 9.5% Notes. Our weighted average interest rate was 5.0 percent for the first six months of 2009 as compared to 5.9 percent for the first six months of 2008.

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     The following table illustrates the components of interest expense for the periods indicated:
                         
    Six months ended June 30,     Increase /  
    2009     2008     (Decrease)  
    (in thousands)  
6.25% Senior Subordinated Notes
  $ 4,872     $ 4,861     $ 11  
6.0% Senior Subordinated Notes
    9,288       9,271       17  
9.5% Senior Subordinated Notes
    4,169             4,169  
7.25% Senior Subordinated Notes
    5,501       5,497       4  
Revolving credit facilities
    8,687       15,605       (6,918 )
Other
    2,572       1,311       1,261  
 
                 
Total
  $ 35,089     $ 36,545     $ (1,456 )
 
                 
     Income taxes. In the first six months of 2009, we recorded an income tax benefit of $36.4 million as compared to $2.6 million in the first six months of 2008. In the first six months of 2009, we had a loss before income taxes and noncontrolling interest of $103.9 million as compared to $22.0 million in the first six months of 2008. Our effective tax rate increased to 35.1 percent in the first six months of 2009 as compared to 11.8 percent in the first six months of 2008 primarily due to the permanent adjustment for ENP’s pre-tax loss remaining flat while EAC’s consolidated pre-tax loss increased $81.9 million, or 373 percent.
Capital Commitments, Capital Resources, and Liquidity
     Capital commitments
     Our primary needs for cash are:
    Development, exploitation, and exploration of oil and natural gas properties;
 
    Acquisitions of oil and natural gas properties;
 
    Funding of working capital; and
 
    Contractual obligations.
     Development, exploitation, and exploration of oil and natural gas properties. The following table summarizes our costs incurred (excluding asset retirement obligations) related to development, exploitation, and exploration activities for the periods indicated:
                                 
    Three months ended June 30,     Six months ended June 30,  
    2009     2008     2009     2008  
    (in thousands)  
Development and exploitation
  $ 24,993     $ 76,876     $ 75,340     $ 134,248  
Exploration
    46,930       65,431       117,016       109,257  
 
                       
Total
  $ 71,923     $ 142,307     $ 192,356     $ 243,505  
 
                       
     Our development and exploitation expenditures primarily relate to drilling development and infill wells, workovers of existing wells, and field related facilities. Our development and exploitation capital for the second quarter of 2009 yielded 14 gross (4.7 net) successful wells and no dry holes. Our development and exploitation capital for the first six months of 2009 yielded 48 gross (13.6 net) successful wells and no dry holes.
     Our exploration expenditures primarily relate to drilling exploratory wells, seismic costs, delay rentals, and geological and geophysical costs. Our exploration capital for the second quarter of 2009 yielded 10 gross (2.3 net) successful wells and 3 gross (2.9 net) dry holes. Our exploration capital for the first six months of 2009 yielded 33 gross (9.8 net) successful wells and 4 gross (3.9 net) dry holes.

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     Acquisitions of oil and natural gas properties and leasehold acreage. The following table summarizes our costs incurred (excluding asset retirement obligations) related to oil and natural gas property acquisitions for the periods indicated:
                                 
    Three months ended June 30,     Six months ended June 30,  
    2009     2008     2009     2008  
    (in thousands)  
Acquisitions of proved property
  $ 27,470     $ 5,687     $ 27,552     $ 20,468  
Acquisitions of leasehold acreage
    874       18,642       4,176       34,641  
 
                       
Total
  $ 28,344     $ 24,329     $ 31,728     $ 55,109  
 
                       
     In May 2009, ENP acquired the Vinegarone Assets for approximately $27.5 million in cash, including post-closing adjustments. Our capital expenditures for leasehold acreage relate to the acquisition of unproved acreage in various areas.
     Funding of working capital. As of June 30, 2009 and December 31, 2008, our working capital (defined as total current assets less total current liabilities) was a negative $53.0 million and a positive $188.7 million, respectively. The decrease was primarily due to the monetization of certain of our 2009 oil derivative contracts in March 2009 and higher commodity prices at June 30, 2009 as compared to December 31, 2008, which negatively impacted the fair value of our outstanding commodity derivative contracts.
     For the remainder of 2009, we expect working capital to remain negative, primarily due to lower commodity prices. We anticipate cash reserves to be close to zero because we intend to use any excess cash to fund capital obligations and reduce outstanding borrowings and related interest expense under our revolving credit facility. However, we have availability under our revolving credit facility to fund our obligations as they become due. We do not plan to pay cash dividends in the foreseeable future. Our production volumes, commodity prices, and differentials for oil and natural gas will be the largest variables affecting working capital. Our operating cash flow is determined in large part by production volumes and commodity prices. Given our current commodity derivative contracts, assuming relatively stable commodity prices and constant or increasing production volumes, our operating cash flow should remain positive for the remainder of 2009.
     The Board approved a revised capital budget of $340 million for 2009, excluding proved property acquisitions, which is a $30 million increase from our previously approved capital budget for 2009. The level of these and other future expenditures are largely discretionary, and the amount of funds devoted to any particular activity may increase or decrease significantly, depending on available opportunities, timing of projects, and market conditions. We plan to finance our ongoing expenditures using internally generated cash flow and availability under our revolving credit facility.
     Off-balance sheet arrangements. We have no investments in unconsolidated entities or persons that could materially affect our liquidity or availability of capital resources. We have no off-balance sheet arrangements that are material to our financial position or results of operations.
     Contractual obligations. The following table illustrates our contractual obligations and commitments at June 30, 2009:
                                                 
            Payments Due by Period  
                    Six Months Ending     Years Ending     Years Ending        
Contractual Obligations   Maturity             December 31,     December 31,     December 31,        
and Commitments   Date     Total     2009     2010 - 2011     2012 - 2013     Thereafter  
            (in thousands)  
6.25% Senior Subordinated Notes (a)
    4/15/2014     $ 196,875     $ 4,687     $ 18,750     $ 18,750     $ 154,688  
6.0% Senior Subordinated Notes (a)
    7/15/2015       417,000       9,000       36,000       36,000       336,000  
9.5% Senior Subordinated Notes (a)
    5/1/2016       374,625       10,687       42,750       42,750       278,438  
7.25% Senior Subordinated Notes (a)
    12/1/2017       242,438       5,438       21,750       21,750       193,500  
Revolving credit facilities (a)
    3/7/2012       395,778       4,687       18,748       372,343        
Commodity derivative contracts (b)
            43,817             20,066       16,500       7,251  
Interest rate swaps (c)
            3,925       1,772       2,153              
Capital lease obligations
            1,514       233       932       349        
Development commitments (d)
            58,281       30,429       27,852              
Operating leases and commitments (e)
            15,497       1,956       7,577       5,964        
Asset retirement obligations (f)
            179,854       1,668       3,336       2,502       172,348  
 
                                     
Total
          $ 1,929,604     $ 70,557     $ 199,914     $ 516,908     $ 1,142,225  
 
                                     

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(a)   Includes principal and projected interest payments. Please read Note 7 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our long-term debt.
 
(b)   Represents net liabilities for commodity derivative contracts. With the exception of $38.9 million of deferred premiums on commodity derivative contracts, the ultimate settlement amounts of our commodity derivative contracts are unknown because they are subject to continuing market risk. Please read “Item 3. Quantitative and Qualitative Disclosures about Market Risk” and Note 5 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our commodity derivative contracts.
 
(c)   Represents net liabilities for interest rate swaps, the ultimate settlement of which are unknown because they are subject to continuing market risk. Please read “Item 3. Quantitative and Qualitative Disclosures about Market Risk” and Note 5 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our interest rate swaps.
 
(d)   Includes authorized purchases for work in process of $55.7 million and future minimum payments for drilling rig operations of $2.6 million. Also at June 30, 2009, we had approximately $149.7 million of authorized purchases not placed with vendors (authorized AFEs), which were not accrued and are excluded from the above table but are budgeted for and expected to be made unless circumstances change.
 
(e)   Includes office space and equipment obligations that have non-cancelable initial lease terms in excess of one year of $15.0 million and future minimum payments for other operating commitments of $0.5 million.
 
(f)   Represents the undiscounted future plugging and abandonment expenses on oil and natural gas properties and related facilities disposal at the end of field life. Please read Note 6 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our asset retirement obligations.
     Other contingencies and commitments. In order to facilitate ongoing sales of our oil production in the CCA, we ship a portion of our production in pipelines downstream and sell to purchasers at major market hubs. From time to time, shipping delays, purchaser stipulations, or other conditions may require that we sell our oil production in periods subsequent to the period in which it is produced. In such case, the deferred sale would have an adverse effect in the period of production on reported production volumes, oil and natural gas revenues, and costs as measured on a unit-of-production basis.
     The marketing of our CCA oil production is mainly dependent on transportation through the Bridger, Poplar, and Butte pipelines to markets in the Guernsey, Wyoming area. Alternative transportation routes and markets have been developed by moving a portion of the crude oil production through the Enbridge Pipeline to the Clearbrook, Minnesota hub. To a lesser extent, our production also depends on transportation through the Platte Pipeline to Wood River, Illinois as well as other pipelines connected to the Guernsey, Wyoming area. While shipments on the Platte Pipeline are oversubscribed and subject to apportionment, we have been allocated sufficient pipeline capacity to move our crude oil production. An expansion of the Enbridge Pipeline was completed in early 2008, which moved the total Rockies area pipeline takeaway closer to a balancing point with increasing production volumes and thereby provided greater stability to oil differentials in the area. In spite of the increase in capacity, the Enbridge Pipeline continues to run at full capacity and is scheduled to complete an additional expansion by the beginning of 2010. However, further restrictions on available capacity to transport oil through any of the above-mentioned pipelines, any other pipelines, or any refinery upsets could have a material adverse effect on our production volumes and the prices we receive for our production.
     The difference between NYMEX market prices and the price received at the wellhead for oil and natural gas production is commonly referred to as a differential. In recent years, production increases from competing Canadian and Rocky Mountain producers, in conjunction with limited refining and pipeline capacity from the Rocky Mountain area, have affected this differential. We cannot accurately predict future oil and natural gas differentials. Increases in the percentage differential between the NYMEX price for oil and natural gas and the wellhead price we receive could have a material adverse effect on our results of operations, financial position, and cash flows.
     Capital resources
     Cash flows from operating activities. Cash provided by operating activities increased $191.8 million from $352.3 million for the first six months of 2008 to $544.1 million for the first six months of 2009, primarily due to the monetization of certain of our 2009 oil derivative contracts in March 2009 and decreased settlements paid under our commodity derivative contracts as a result of lower average commodity prices in the first six months of 2009 as compared to the first six months of 2008, partially offset by a decrease in our production margin.
     Cash flows from investing activities. Cash used in investing activities increased $3.0 million from $306.4 million in the first six months of 2008 to $309.4 million in the first six months of 2009, primarily due to a $28.2 million increase in amounts paid to acquire oil and natural gas properties, partially offset by a $26.6 million decrease in net advancements to working interest partners. During the first six months of 2009, we collected $3.7 million (net of advancements) from ExxonMobil for their portion of costs incurred drilling wells under the joint development agreement. During the first six months of 2008, we advanced $22.9 million (net of collections) to ExxonMobil for their portion of costs incurred drilling wells under the joint development agreement.

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     Cash flows from financing activities. Our cash flows from financing activities consist primarily of proceeds from and payments on long-term debt and issuances of ENP common units. We periodically draw on our revolving credit facility to fund acquisitions and other capital commitments.
     During the first six months of 2009, we used net cash of $201.0 million in financing activities, including net repayments on revolving credit facilities of $355 million, payments for deferred commodity derivative contract premiums of $69.5 million, and ENP distributions to noncontrolling interests of $12.2 million, partially offset by $202.5 million of net proceeds from the issuance of the 9.5% Notes and $40.7 million of net proceeds from ENP issuance of common units. Net repayments decreased the outstanding borrowings under revolving credit facilities from $725 million at December 31, 2008 to $370 million at June 30, 2009.
     In October 2008, we announced that the Board approved a share repurchase program authorizing us to repurchase up to $40 million of our common stock. The shares may be repurchased from time to time in the open market or through privately negotiated transactions. The repurchase program is subject to business and market conditions, and may be suspended or discontinued at any time. The share repurchase program will be funded using our available cash. As of June 30, 2009, we had repurchased and retired 620,265 shares of our outstanding common stock for approximately $17.2 million, or an average price of $27.68 per share, under the share repurchase program. During the first six months of 2009, we did not repurchase any shares of our outstanding common stock under the share repurchase program. As of June 30, 2009, approximately $22.8 million of our common stock remained authorized for repurchase.
     During the first six months of 2008, we used net cash of $46.0 million in financing activities, including net borrowings on revolving credit facilities of $21 million, partially offset by $39.1 million of share repurchases, payments for deferred commodity derivative contract premiums of $20.6 million, and ENP distributions to noncontrolling interests of $11.2 million.
      Liquidity
     Our primary sources of liquidity are internally generated cash flows and the borrowing capacity under our revolving credit facility. We also have the ability to adjust the level of our capital expenditures. We may use other sources of capital, including the issuance of debt or equity securities, to fund acquisitions or maintain our financial flexibility. We believe that our internally generated cash flows and availability under our revolving credit facility will be sufficient to fund our planned capital expenditures for the foreseeable future. However, should commodity prices decline or the capital markets remain tight, the borrowing capacity under our revolving credit facilities could be adversely affected. In the event of a reduction in the borrowing base under our revolving credit facilities, we do not believe it will result in any required prepayments of indebtedness.
     We plan to make substantial capital expenditures in the future for the acquisition, exploitation, and development of oil and natural gas properties. We intend to finance these capital expenditures with cash flows from operations. We intend to finance our acquisition and future development and exploitation activities with a combination of cash flows from operations and issuances of debt, equity, or a combination thereof.
     Issuance of 9.5% Senior Subordinated Notes Due 2016. On April 27, 2009, we issued $225 million of our 9.5% Notes at 92.228 percent of par value. We used the net proceeds of approximately $202.5 million to reduce outstanding borrowings under our revolving credit facility. Interest on the 9.5% Notes is due semi-annually on May 1 and November 1, beginning November 1, 2009. The 9.5% Notes mature on May 1, 2016.
     Internally generated cash flows. Our internally generated cash flows, results of operations, and financing for our operations are largely dependent on oil and natural gas prices. During the first six months of 2009, our average realized oil and natural gas prices decreased by 56 percent and 64 percent, respectively, as compared to the first six months of 2008. Realized oil and natural gas prices fluctuate widely in response to changing market forces. If oil and natural gas prices decline or we experience a significant widening of our differentials, then our earnings, our cash flows from operations, and the borrowing base under our revolving credit facilities may be adversely impacted. Prolonged periods of lower oil and natural gas prices or sustained wider differentials could cause us to not be in compliance with financial covenants under our revolving credit facilities and thereby affect our liquidity. However, we have protected a portion of our forecasted production through 2012 against declining commodity prices. Please read “Item 3. Quantitative and Qualitative Disclosures about Market Risk” and Note 5 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our commodity derivative contracts.
     Revolving credit facilities. The syndicate of lenders underwriting our revolving credit facility includes 29 banking and other financial institutions, and the syndicate of lenders underwriting ENP’s revolving credit facility includes 12 banking and other financial

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institutions. None of the lenders are underwriting more than 16 percent of the respective total commitment. We believe the number of lenders, the small percentage participation of each, and the level of availability under each facility provides adequate diversity and flexibility should further consolidation occur within the financial services industry.
     Encore Acquisition Company Senior Secured Credit Agreement
     In March 2007, we entered into a five-year amended and restated credit agreement (as amended, the “EAC Credit Agreement”) with a bank syndicate including Bank of America, N.A. and other lenders. The EAC Credit Agreement matures on March 7, 2012. Effective March 10, 2009, we amended the EAC Credit Agreement to, among other things, increase the interest rate margins and commitment fees applicable to loans made under the EAC Credit Agreement. The EAC Credit Agreement provides for revolving credit loans to be made to us from time to time and letters of credit to be issued from time to time for the account of us or any of our restricted subsidiaries.
     The aggregate amount of the commitments of the lenders under the EAC Credit Agreement is $1.25 billion. Availability under the EAC Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations. In March 2009, the borrowing base of our revolving credit facility was reaffirmed at $1.1 billion before a reduction of $200 million solely as a result of the monetization of certain of our 2009 oil derivative contracts during the first quarter of 2009. In addition, the provisions of the EAC Credit Agreement require the borrowing base to be reduced by 33 1/3 percent of the principal amount of the 9.5% Notes. As a result, the borrowing base on the EAC Credit Agreement was reduced by $75 million in April 2009. The reductions in the borrowing base under the EAC Credit Agreement did not result in any required prepayments of indebtedness. As of June 30, 2009, the borrowing base was $825 million.
     We incur a commitment fee on the unused portion of the EAC Credit Agreement determined based on the ratio of amounts outstanding under the EAC Credit Agreement to the borrowing base in effect on such date. The following table summarizes the commitment fee percentage under the EAC Credit Agreement:
         
    Commitment
Ratio of Total Outstanding Borrowings to Borrowing Base   Percentage
Less than .90 to 1
    0.375 %
Greater than or equal to .90 to 1
    0.500 %
     Our obligations under the EAC Credit Agreement are secured by a first-priority security interest in substantially all of our restricted subsidiaries’ proved oil and natural gas reserves and in our equity interests in our restricted subsidiaries. In addition, our obligations under the EAC Credit Agreement are guaranteed by our restricted subsidiaries.
     Loans under the EAC Credit Agreement are subject to varying rates of interest based on (1) the total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a Eurodollar loan or a base rate loan. Eurodollar loans bear interest at the Eurodollar rate plus the applicable margin indicated in the following table, and base rate loans bear interest at the base rate plus the applicable margin indicated in the following table:
                 
    Applicable Margin for   Applicable Margin for
Ratio of Total Outstanding Borrowings to Borrowing Base   Eurodollar Loans   Base Rate Loans
Less than .50 to 1
    1.750 %     0.500 %
Greater than or equal to .50 to 1 but less than .75 to 1
    2.000 %     0.750 %
Greater than or equal to .75 to 1 but less than .90 to 1
    2.250 %     1.000 %
Greater than or equal to .90 to 1
    2.500 %     1.250 %
     The “Eurodollar rate” for any interest period (either one, two, three, or six months, as selected by us) is the rate equal to the British Bankers Association LIBOR Rate for deposits in dollars for a similar interest period. The “Base Rate” is calculated as the highest of: (1) the annual rate of interest announced by Bank of America, N.A. as its “prime rate”; (2) the federal funds effective rate plus 0.5 percent; or (3) except during a “LIBOR Unavailability Period,” the Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
     Any outstanding letters of credit reduce the availability under the EAC Credit Agreement. Borrowings under the EAC Credit Agreement may be repaid from time to time without penalty.

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     The EAC Credit Agreement contains covenants that, among others, include:
    a prohibition against incurring debt, subject to permitted exceptions;
 
    a prohibition against paying dividends or making distributions, purchasing or redeeming capital stock, or prepaying indebtedness, subject to permitted exceptions;
 
    a restriction on creating liens on our and our restricted subsidiaries’ assets, subject to permitted exceptions;
 
    restrictions on merging and selling assets outside the ordinary course of business;
 
    restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business;
 
    a provision limiting oil and natural gas hedging transactions (other than puts) to a volume not exceeding 75 percent of anticipated production from proved producing reserves;
 
    a requirement that we maintain a ratio of consolidated current assets to consolidated current liabilities of not less than 1.0 to 1.0 (the “EAC Current Ratio”); and
 
    a requirement that we maintain a ratio of consolidated EBITDA to the sum of consolidated net interest expense plus letter of credit fees of not less than 2.5 to 1.0 (the “EAC Total Interest Coverage Ratio”).
     In order to show EAC’s compliance with the covenants of the EAC Credit Agreement, the use of non-GAAP financial measures is required. The presentation of these non-GAAP financial measures provides useful information to investors as they allow readers to understand how much cushion there is between the required ratios and the actual ratios. These non-GAAP financial measures should not be considered an alternative to any measure of financial performance presented in accordance with GAAP.
     As of June 30, 2009, EAC was in compliance with all covenants in the EAC Credit Agreement, including the following financial covenants:
         
        Actual Ratio as of
Financial Covenant   Required Ratio   June 30, 2009
EAC Current Ratio
  Minimum 1.0 to 1.0   3.2 to 1.0
EAC Total Interest Coverage Ratio
  Minimum 2.5 to 1.0   11.2 to 1.0
     The following table shows the calculation of the EAC Current Ratio as of June 30, 2009 ($ in thousands):
         
EAC current assets
  $ 180,425  
Availability under the EAC Credit Agreement
    650,000  
 
     
EAC consolidated current assets
  $ 830,425  
 
     
Divided by: EAC consolidated current liabilities
  $ 261,227  
EAC Current Ratio
    3.2  
     The following table shows the calculation of the EAC Total Interest Coverage Ratio for the twelve months ended June 30, 2009 ($ in thousands):
         
EAC Consolidated EBITDA (a)
  $ 671,832  
Divided by: EAC consolidated net interest expense and letter of credit fees
  $ 60,181  
EAC Total Interest Coverage Ratio
    11.2  
 
(a)   EAC Consolidated EBITDA is defined in the EAC Credit Agreement and generally means earnings before interest, income taxes, depletion, depreciation, and amortization, and exploration expense. EAC Consolidated EBITDA is a non-GAAP financial measure, which is reconciled to its most directly comparable GAAP measure below.
     The following table presents a calculation of EAC Consolidated EBITDA for the twelve months ended June 30, 2009 (in thousands) as required under the EAC Credit Agreement, together with a reconciliation of such amount to its most directly comparable financial measures calculated and presented in accordance with GAAP. This EBITDA measure should not be considered an alternative to net income (loss), operating income (loss), cash flow from operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. This EBITDA measure may not be comparable to similarly titled measures of another company because all companies may not calculate this measure in the same manner.

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EAC consolidated net income
  $ 257,182  
EAC unrealized non-cash hedge gain
    (218,479 )
EAC consolidated net interest expense
    60,181  
EAC income and franchise taxes
    206,725  
EAC depletion, depreciation, and amortization expense
    231,914  
EAC non-cash equity-based compensation
    11,452  
EAC exploration expense
    108,631  
EAC other non-cash
    14,226  
 
     
EAC Consolidated EBITDA
  $ 671,832  
 
     
     The EAC Credit Agreement contains customary events of default, which would permit the lenders to accelerate the debt if not cured within applicable grace periods. If an event of default occurs and is continuing, lenders with a majority of the aggregate commitments may require Bank of America, N.A. to declare all amounts outstanding under the EAC Credit Agreement to be immediately due and payable.
     On June 30, 2009 and July 31, 2009, there were $175 million of outstanding borrowings and $650 million of borrowing capacity under the EAC Credit Agreement.
     Encore Energy Partners Operating LLC Credit Agreement
     In March 2007, OLLC entered into a five-year credit agreement (as amended, the “OLLC Credit Agreement”) with a bank syndicate including Bank of America, N.A. and other lenders. The OLLC Credit Agreement matures on March 7, 2012. Effective March 10, 2009, OLLC amended the OLLC Credit Agreement to, among other things, increase the interest rate margins and commitment fees applicable to loans made under the OLLC Credit Agreement. The OLLC Credit Agreement provides for revolving credit loans to be made to OLLC from time to time and letters of credit to be issued from time to time for the account of OLLC or any of its restricted subsidiaries.
     The aggregate amount of the commitments of the lenders under the OLLC Credit Agreement is $300 million. Availability under the OLLC Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on April 1 and October 1 and upon requested special redeterminations. As of June 30, 2009, the borrowing base was $240 million. In July 2009, ENP requested the syndicate of lenders underwriting the OLLC Credit Agreement to increase the borrowing base from $240 million to $375 million.
     OLLC incurs a commitment fee on the unused portion of the OLLC Credit Agreement determined based on the ratio of amounts outstanding under the OLLC Credit Agreement to the borrowing base in effect on such date. The following table summarizes the commitment fee percentage under the OLLC Credit Agreement:
         
    Commitment
Ratio of Total Outstanding Borrowings to Borrowing Base   Fee Percentage
Less than .90 to 1
    0.375% (a)
Greater than or equal to .90 to 1
    0.500 %
 
(a)   In connection with the proposed increase in the borrowing base under the OLLC Credit Agreement from $240 million to $375 million, ENP expects this commitment fee percentage to increase to 0.500 percent.
     OLLC’s obligations under the OLLC Credit Agreement are secured by a first-priority security interest in substantially all of OLLC’s proved oil and natural gas reserves and in the equity interests of OLLC and its restricted subsidiaries. In addition, OLLC’s obligations under the OLLC Credit Agreement are guaranteed by ENP and OLLC’s restricted subsidiaries. We consolidate the debt of ENP with that of our own; however, obligations under the OLLC Credit Agreement are non-recourse to us and our restricted subsidiaries.
     Loans under the OLLC Credit Agreement are subject to varying rates of interest based on (1) the total outstanding borrowings in relation to the borrowing base and (2) whether the loan is a Eurodollar loan or a base rate loan. Eurodollar loans bear interest at the Eurodollar rate plus the applicable margin indicated in the following table, and base rate loans bear interest at the base rate plus the applicable margin indicated in the following table:

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    Applicable Margin for   Applicable Margin for  
Ratio of Total Outstanding Borrowings to Borrowing Base   Eurodollar Loans (a)   Base Rate Loans (a)
Less than .50 to 1
    1.750 %     0.750 %
Greater than or equal to .50 to 1 but less than .75 to 1
    2.000 %     0.750 %
Greater than or equal to .75 to 1 but less than .90 to 1
    2.250 %     1.000 %
Greater than or equal to .90 to 1
    2.500 %     1.250 %
 
(a)   In connection with the proposed increase in the borrowing base under the OLLC Credit Agreement from $240 million to $375 million, ENP expects the applicable margin for Eurodollar loans to increase by 0.500 percent at each tier and the applicable margin for base rate loans to increase by 0.500 percent for the first tier and by 0.750 percent for the other three tiers.
     The “Eurodollar rate” for any interest period (either one, two, three, or six months, as selected by ENP) is the rate equal to the British Bankers Association LIBOR Rate for deposits in dollars for a similar interest period. The “Base Rate” is calculated as the highest of: (1) the annual rate of interest announced by Bank of America, N.A. as its “prime rate”; (2) the federal funds effective rate plus 0.5 percent; or (3) except during a “LIBOR Unavailability Period,” the Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0 percent.
     Any outstanding letters of credit reduce the availability under the OLLC Credit Agreement. Borrowings under the OLLC Credit Agreement may be repaid from time to time without penalty.
     The OLLC Credit Agreement contains covenants that, among others, include:
    a prohibition against incurring debt, subject to permitted exceptions;
 
    a prohibition against purchasing or redeeming capital stock, or prepaying indebtedness, subject to permitted exceptions;
 
    a restriction on creating liens on the assets of ENP, OLLC, and OLLC’s restricted subsidiaries, subject to permitted exceptions;
 
    restrictions on merging and selling assets outside the ordinary course of business;
 
    restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business;
 
    a provision limiting oil and natural gas hedging transactions (other than puts) to a volume not exceeding 75 percent of anticipated production from proved producing reserves;
 
    a requirement that ENP and OLLC maintain a ratio of consolidated current assets to consolidated current liabilities of not less than 1.0 to 1.0 (the “ENP Current Ratio”);
 
    a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to the sum of consolidated net interest expense plus letter of credit fees of not less than 1.5 to 1.0 (the “ENP Total Interest Coverage Ratio”);
 
    a requirement that ENP and OLLC maintain a ratio of consolidated EBITDA to consolidated senior interest expense of not less than 2.5 to 1.0 (the “ENP Senior Interest Coverage Ratio”); and
 
    a requirement that ENP and OLLC maintain a ratio of consolidated funded debt (excluding certain related party debt) to consolidated adjusted EBITDA of not more than 3.5 to 1.0 (the “ENP Leverage Ratio”).
     In order to show ENP’s and OLLC’s compliance with the covenants of the OLLC Credit Agreement, the use of non-GAAP financial measures is required. The presentation of these non-GAAP financial measures provides useful information to investors as they allow readers to understand how much cushion there is between the required ratios and the actual ratios. These non-GAAP financial measures should not be considered an alternative to any measure of financial performance presented in accordance with GAAP.
     As of June 30, 2009, ENP and OLLC were in compliance with all covenants in the OLLC Credit Agreement, including the following financial covenants:
                 
            Actual Ratio as of
Financial Covenant   Required Ratio   June 30, 2009
ENP Current Ratio
  Minimum 1.0 to 1.0     3.3 to 1.0  
ENP Total Interest Coverage Ratio
  Minimum 1.5 to 1.0     13.0 to 1.0  
ENP Senior Interest Coverage Ratio
  Minimum 2.5 to 1.0     17.2 to 1.0  
ENP Leverage Ratio
  Maximum 3.5 to 1.0     1.7 to 1.0  

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     The following table shows the calculation of the ENP Current Ratio as of June 30, 2009 ($ in thousands):
         
ENP current assets
  $ 56,824  
Availability under the OLLC Credit Agreement
    45,000  
 
     
ENP consolidated current assets
  $ 101,824  
 
     
Divided by: ENP consolidated current liabilities
  $ 31,317  
ENP Current Ratio
    3.3  
     The following table shows the calculation of the ENP Total Interest Coverage Ratio for the twelve months ended June 30, 2009 ($ in thousands):
         
ENP Consolidated EBITDA (a)
  $ 103,785  
 
     
Divided by:
       
ENP consolidated interest expense and letter of credit fees
  $ 7,987  
ENP consolidated interest income
    (23 )
 
     
ENP consolidated net interest expense and letter of credit fees
  $ 7,964  
 
     
ENP Total Interest Coverage Ratio
    13.0  
 
(a)   ENP Consolidated EBITDA is defined in the OLLC Credit Agreement and generally means earnings before interest, income taxes, depletion, depreciation, and amortization, and exploration expense. ENP Consolidated EBITDA is a non-GAAP financial measure, which is reconciled to its most directly comparable GAAP measure below.
     The following table shows the calculation of the ENP Senior Interest Coverage Ratio for the twelve months ended June 30, 2009 ($ in thousands):
         
ENP Consolidated EBITDA (a)
  $ 103,785  
 
     
Divided by:
       
ENP consolidated senior interest expense
  $ 6,045  
ENP consolidated interest income
    (23 )
 
     
ENP consolidated net senior interest expense
  $ 6,022  
 
     
ENP Senior Interest Coverage Ratio
    17.2  
 
(a)   ENP Consolidated EBITDA is defined in the OLLC Credit Agreement and generally means earnings before interest, income taxes, depletion, depreciation, and amortization, and exploration expense. ENP Consolidated EBITDA is a non-GAAP financial measure, which is reconciled to its most directly comparable GAAP measure below.
     The following table shows the calculation of the ENP Leverage Ratio for the twelve months ended June 30, 2009 ($ in thousands):
         
ENP consolidated funded debt
  $ 195,000  
Divided by: ENP Consolidated Adjusted EBITDA (a)
  $ 114,577  
ENP Leverage Ratio
    1.7  
 
(a)   ENP Consolidated Adjusted EBITDA is defined in the OLLC Credit Agreement and generally means earnings before interest, income taxes, depletion, depreciation, and amortization, and exploration expense, after giving pro forma effect to one or more acquisitions or dispositions in excess of $20 million in the aggregate. ENP Consolidated Adjusted EBITDA is a non-GAAP financial measure, which is reconciled to its most directly comparable GAAP measure below.
     The following table presents a calculation of ENP Consolidated EBITDA and ENP Consolidated Adjusted EBITDA for the twelve months ended June 30, 2009 (in thousands) as required under the OLLC Credit Agreement, together with a reconciliation of such amounts to their most directly comparable financial measures calculated and presented in accordance with GAAP. These EBITDA measures should not be considered an alternative to net income (loss), operating income (loss), cash flow from operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. These EBITDA measures may not be comparable to similarly titled measures of another company because all companies may not calculate these measures in the same manner.

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ENP consolidated net income
  $ 180,405  
ENP unrealized non-cash hedge gain
    (130,390 )
ENP consolidated net interest expense
    7,964  
ENP income and franchise taxes
    998  
ENP depletion, depreciation, amortization, and exploration expense
    41,202  
ENP non-cash unit-based compensation
    3,321  
ENP other non-cash
    285  
 
     
ENP Consolidated EBITDA
    103,785  
Pro forma effect of acquisitions
    10,792  
 
     
ENP Consolidated Adjusted EBITDA
  $ 114,577  
 
     
     The OLLC Credit Agreement contains customary events of default, which would permit the lenders to accelerate the debt if not cured within applicable grace periods. If an event of default occurs and is continuing, lenders with a majority of the aggregate commitments may require Bank of America, N.A. to declare all amounts outstanding under the OLLC Credit Agreement to be immediately due and payable.
     On June 30, 2009, there were $195 million of outstanding borrowings and $45 million of borrowing capacity under the OLLC Credit Agreement. On July 31, 2009, there were $150 million of outstanding borrowings and $90 million of borrowing capacity under the OLLC Credit Agreement.
     Please read Note 7 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements” for additional information regarding our long-term debt.
     Debt covenants. At June 30, 2009, we and ENP were in compliance with all debt covenants.
     Capitalization. At June 30, 2009, we had total assets of $3.4 billion and total capitalization of $2.6 billion, of which 55 percent was represented by equity and 45 percent by long-term debt. At December 31, 2008, we had total assets of $3.6 billion and total capitalization of $2.8 billion, of which 53 percent was represented by equity and 47 percent by long-term debt. The percentages of our capitalization represented by equity and long-term debt could vary in the future if debt or equity is used to finance capital projects or acquisitions.
Critical Accounting Policies and Estimates
     Please read “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in our 2008 Annual Report on Form 10-K for additional information regarding our critical accounting policies and estimates.
New Accounting Pronouncements
     The effects of new accounting pronouncements are discussed in Note 2 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements.”
Item 3. Quantitative and Qualitative Disclosures About Market Risk
     The primary objective of the following information is to provide quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not meant to be precise indicators of exposure, but rather indicators of potential exposure. This information provides indicators of how we view and manage our ongoing market risk exposures. We do not enter into market risk sensitive instruments for speculative trading purposes.
     The information included in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our 2008 Annual Report on Form 10-K is incorporated herein by reference. Such information includes a description of our potential exposure to market risks, including commodity price risk and interest rate risk.

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ENCORE ACQUISITION COMPANY
Commodity Price Sensitivity
     Our commodity derivative contracts are discussed in Note 5 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements.” The counterparties to our commodity derivative contracts are a diverse group of seven institutions, all of which are currently rated A+ or better by Standard & Poor’s and/or Fitch, with the majority rated AA- or better. As of June 30, 2009, the fair market value of our oil derivative contracts was a net asset of approximately $47.3 million and the fair market value of our natural gas derivative contracts was a net asset of approximately $25.7 million. These amounts exclude deferred premiums of $38.9 million that are not subject to changes in commodity prices. Based on our open commodity derivative positions at June 30, 2009, a 10 percent increase in the respective NYMEX prices for oil and natural gas would decrease our net commodity derivative asset by approximately $36.4 million, while a 10 percent decrease in the respective NYMEX prices for oil and natural gas would increase our net commodity derivative asset by approximately $38.3 million.
Interest Rate Sensitivity
     Our long-term debt is discussed in Note 7 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements.” At June 30, 2009, we had total long-term debt of $1.2 billion, net of discount of $22.1 million. Of this amount, $150 million bears interest at a fixed rate of 6.25 percent, $300 million bears interest at a fixed rate of 6.0 percent, $225 million bears interest at a fixed rate of 9.5 percent, and $150 million bears interest at a fixed rate of 7.25 percent. The remaining long-term debt balance of $370 million as of June 30, 2009 consisted of outstanding borrowings under revolving credit facilities, which are subject to floating market rates of interest that are linked to the Eurodollar rate.
     At this level of floating rate debt, if the Eurodollar rate increased by 10 percent, we would incur an additional $0.9 million of interest expense per year on revolving credit facilities, and if the Eurodollar rate decreased by 10 percent, we would incur $0.9 million less. Additionally, if the discount rates on our senior notes increased by 10 percent, we estimate the fair value of our fixed rate debt at June 30, 2009 would increase from approximately $724.7 million to approximately $734.7 million, and if the discount rates on our senior notes decreased by 10 percent, we estimate the fair value would decrease to approximately $714.7 million.
     ENP’s interest rate swaps are discussed in Note 5 of Notes to Consolidated Financial Statements included in “Item 1. Financial Statements.” As of June 30, 2009, the fair market value of ENP’s interest rate swaps was a net liability of approximately $3.8 million. If the Eurodollar rate increased by 10 percent, we estimate the liability would decrease to approximately $3.4 million, and if the Eurodollar rate decreased by 10 percent, we estimate the liability would increase to approximately $4.2 million.
Item 4. Controls and Procedures
     In accordance with the Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2009 to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
     There were no changes in our internal control over financial reporting during the second quarter of 2009 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ENCORE ACQUISITION COMPANY
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
     We are a party to ongoing legal proceedings in the ordinary course of business. Management does not believe the result of these legal proceedings will have a material adverse effect on our business, financial condition, results of operations, or liquidity.
Item 1A. Risk Factors
     In addition to the other information set forth in this Report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” and elsewhere in our 2008 Annual Report on Form 10-K, which could materially affect our business, financial condition, or results of operations. The risks described in our 2008 Annual Report on Form 10-K are not the only risks we face. Unknown risks and uncertainties or risks and uncertainties that we currently believe to be immaterial may also have a material adverse effect on our business, financial condition, or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
     In October 2008, the Board approved a share repurchase program authorizing us to repurchase up to $40 million of our common stock. As of June 30, 2009, we had repurchased and retired 620,265 shares of our outstanding common stock for approximately $17.2 million, or an average price of $27.68 per share, under the share repurchase program. During the second quarter of 2009, we did not repurchase any shares of our outstanding common stock under the share repurchase program. As of June 30, 2009, approximately $22.8 million of our common stock remained authorized for repurchase.
     The following table summarizes purchases of our common stock during the second quarter of 2009:
                                 
                    Total Number of     Approximate Dollar  
                    Shares Purchased     Value of Shares  
    Total Number             as Part of Publicly     That May Yet Be  
    of Shares     Average Price     Announced Plans     Purchased Under the  
Month   Purchased     Paid per Share     or Programs     Plans or Programs  
April
        $                
May (a)
    466     $ 34.41                
June
        $                
 
                           
Total
    466     $ 34.41           $ 22,830,139  
 
                         
 
(a)   Certain employees directed us to withhold 466 shares of common stock to satisfy minimum tax withholding obligations in conjunction with the vesting of restricted stock awards.
Item 4. Submission of Matters to a Vote of Security Holders
     Our annual meeting of stockholders was held on April 28, 2009. The items submitted to stockholders for vote were (1) the election of eight nominees to serve as directors until our next annual meeting and (2) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2009. Notice of the meeting and proxy information was distributed to stockholders prior to the meeting in accordance with law. There were no solicitations in opposition to the nominees. Out of a total of 52,754,036 shares of our common stock outstanding and entitled to vote at the meeting, 50,091,968 shares (95.0 percent) were present in person or by proxy.
Election of Directors
     The Board recommended that our stockholders elect all eight nominees to serve as our directors until our next annual meeting. The vote tabulation with respect to each nominee to the Board was as follows:

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ENCORE ACQUISITION COMPANY
                 
NOMINEE   FOR   WITHHELD
I. Jon Brumley
    31,100,906       18,991,062  
Jon S. Brumley
    30,942,150       19,149,818  
John A. Bailey
    31,239,381       18,852,587  
Martin C. Bowen
    31,239,182       18,852,786  
Ted Collins, Jr.
    31,115,413       18,976,555  
Ted A. Gardner
    31,239,381       18,852,587  
John V. Genova
    31,240,623       18,851,345  
James A. Winne III
    31,253,638       18,838,330  
Appointment of Independent Registered Public Accounting Firm for 2009
     The Board recommended that our stockholders ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2009. The vote tabulation with respect to the ratification of the appointment of the independent registered public accounting firm for 2009 was as follows:
                 
FOR   AGAINST   ABSTAIN
49,965,408
    109,497       17,063  
Item 6. Exhibits
     
Exhibit No.   Description
 
   
3.1
  Second Amended and Restated Certificate of Incorporation of Encore Acquisition Company (incorporated by reference from Exhibit 3.1 of EAC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the SEC on November 7, 2001).
3.1.2
  Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Encore Acquisition Company (incorporated by reference from Exhibit 3.1.2 of EAC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with the SEC on May 5, 2005).
3.1.3
  Certificate of Designations of Series A Junior Participating Preferred Stock of Encore Acquisition Company (incorporated by reference from Exhibit 3.1 of EAC’s Current Report on Form 8-K, filed with the SEC on October 31, 2008).
3.2
  Second Amended and Restated Bylaws of Encore Acquisition Company (incorporated by reference from Exhibit 3.2 of EAC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed with the SEC on November 7, 2001).
4.1
  Indenture, dated as of November 16, 2005, among Encore Acquisition Company and Wells Fargo Bank, National Association with respect to Subordinated Debt Securities (incorporated by reference from Exhibit 4.1 to EAC’s Current Report on Form 8-K, filed with the SEC on November 23, 2005).
4.2
  Third Supplemental Indenture, dated as of April 27, 2009, among Encore Acquisition Company, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, with respect to the 9.50% Senior Subordinated Notes due 2016 (incorporated by reference from Exhibit 4.2 to EAC’s Current Report on Form 8-K, filed with the SEC on April 28, 2009).
4.3
  Form of 9.50% Senior Subordinated Note due 2016 (included as Exhibit A to Exhibit 4.2 above).
31.1*
  Rule 13a-14(a)/15d-14(a) Certification (Principal Executive Officer).
31.2*
  Rule 13a-14(a)/15d-14(a) Certification (Principal Financial Officer).
32.1*
  Section 1350 Certification (Principal Executive Officer).
32.2*
  Section 1350 Certification (Principal Financial Officer).
99.1*
  Statement showing computation of ratios of earnings (loss) to fixed charges.
 
*   Filed herewith.

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ENCORE ACQUISITION COMPANY
SIGNATURE
     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.
         
  ENCORE ACQUISITION COMPANY
 
 
Date: August 5, 2009  /s/ Andrea Hunter    
  Andrea Hunter   
  Vice President, Controller,
and Principal Accounting Officer
(Duly Authorized Signatory) 
 
 

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