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 September 30, 2010

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: 001-12935

DENBURY RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware		20-0467835
(State or other jurisdictions of		(I.R.S. Employer
incorporation or organization)		Identification No.)
5100 Tennyson Parkway
Suite 1200
Plano, TX		75024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 673-2000

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 þ     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. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at October 31, 2010
Common Stock, $.001 par value		399,679,295

DENBURY RESOURCES INC.

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009		4
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009		5
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009		6
Unaudited Condensed Consolidated Statement of Changes in Equity for the Nine Months Ended September 30, 2010		7
Unaudited Condensed Consolidated Statements of Comprehensive Operations for the Three and Nine Months Ended September 30, 2010 and 2009		8
Notes to Unaudited Condensed Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Item 3. Quantitative and Qualitative Disclosures about Market Risk		60
Item 4. Controls and Procedures		61
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		63
Item 1A. Risk Factors		63
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		63
Item 6. Exhibits		63
Signatures		65
EX-10.1
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

DENBURY RESOURCES INC.

GLOSSARY AND SELECT ABBREVIATIONS

     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, of 42 U.S. gallons liquid volume, used herein in reference to crude oil or other liquid hydrocarbons.
Bbls/d		Barrels of oil produced per day.
Bcf/d		One billion cubic feet of natural gas or CO2 produced per day.
BOE		One barrel of oil equivalent using the ratio of one barrel of crude oil, condensate, or natural gas liquids to six Mcf of natural gas.
BOE/d		BOEs produced per day.
CO2		Carbon dioxide.
Denbury		Denbury Resources Inc., a publicly traded Delaware corporation, together with its subsidiaries.
Encore		Encore Acquisition Company, together with its subsidiaries. Encore merged with and into Denbury on March 9, 2010.
ENP		Encore Energy Partners LP, a publicly traded Delaware limited partnership, together with its subsidiaries.
EOR		Enhanced oil recovery.
FASB		Financial Accounting Standards Board.
FASC		FASB Accounting Standards Codification.
LIBOR		London Interbank Offered Rate.
MBOE		One thousand BOEs.
Mcf		One thousand cubic feet of natural gas or CO2.
Mcf/d		One thousand cubic feet of natural gas or CO2 produced per day.
MMBOE		One million BOEs.
MMcf/d		One million cubic feet of natural gas or CO2 per day.
NYMEX		New York Mercantile Exchange.
Proved Developed Reserves		Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
Proved Reserves		The estimated quantities of crude oil, natural gas, and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.
Proved Undeveloped Reserves		Reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required.
SEC		The United States Securities and Exchange Commission.
Tcf		One trillion cubic feet of natural gas or CO2.

DENBURY RESOURCES INC.

(In thousands, except par value and share data)

		September 30,				December 31,
		2010				2009
ASSETS
Current assets:
Cash and cash equivalents		$	86,345			$	20,591
Accrued production receivable			196,708				120,667
Trade and other receivables, net of allowance of $456 and $414, respectively			103,314				67,874
Derivatives			66,591				309
Deferred taxes			6,060				46,321
Total current assets			459,018				255,762
Property and equipment:
Oil and natural gas properties (using full cost accounting):
Proved			6,971,308				3,595,726
Unevaluated			1,198,151				320,356
CO2 properties, equipment, and pipelines			1,748,673				1,529,781
Other			105,600				82,537
Less accumulated depletion, depreciation, amortization, and impairment			(2,121,315	)			(1,825,528	)
Net property and equipment			7,902,417				3,702,872
Derivatives			33,124				506
Goodwill			1,230,721				169,517
Other			217,923				141,321
Total assets		$	9,843,203			$	4,269,978
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	309,241			$	169,874
Oil and natural gas production payable			154,972				90,218
Derivatives			41,135				124,320
Current maturities of long-term debt			7,602				5,308
Other			4,070				4,070
Total current liabilities			517,020				393,790
Long-term liabilities:
Long-term debt, net of current portion			2,778,247				1,301,068
Asset retirement obligations, net of current portion			92,715				53,251
Deferred taxes			1,535,871				515,516
Derivatives			26,256				5,239
Other			29,176				28,877
Total long-term liabilities			4,462,265				1,903,951
Commitments and contingencies (Note 10)
Equity:
Preferred stock, $.001 par value, 25,000,000 shares authorized, none issued and outstanding			-				-
Common stock, $.001 par value, 600,000,000 shares authorized; 399,700,260 and 261,929,292 shares issued, respectively			400				262
Paid-in capital in excess of par			3,029,885				910,540
Retained earnings			1,325,778				1,064,419
Accumulated other comprehensive loss			(561	)			(557	)
Treasury stock, at cost, 162,607 and 156,284 shares, respectively			(2,590	)			(2,427	)
Total Denbury stockholders’ equity			4,352,912				1,972,237
Noncontrolling interest			511,006				-
Total equity			4,863,918				1,972,237
Total liabilities and equity		$	9,843,203			$	4,269,978

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DENBURY RESOURCES INC.

(In thousands, except per share data)

		Three Months Ended									Nine Months Ended
		September 30,									September 30,
		2010				2009					2010			2009
Revenues and other income:
Oil, natural gas, and related product sales		$	460,785			$	221,321			$	1,279,699			$	600,942
CO2 sales and transportation fees			4,653				3,659				13,840				9,708
Gain on sale of interests in Genesis			(3	)			-				101,537				-
Interest income and other			1,268				2,269				7,658				7,750
Total revenues			466,703				227,249				1,402,734				618,400
Expenses:
Lease operating expenses			131,768				83,300				355,731				241,908
Production taxes and marketing expenses			35,542				10,461				92,959				30,437
CO2 discovery and operating expenses			2,488				1,047				5,537				3,442
General and administrative			37,115				24,038				101,016				79,828
Interest, net of amounts capitalized of $10,917, $20,872, $56,079, and $48,699, respectively			53,331				9,859				123,230				36,960
Depletion, depreciation, and amortization			111,602				53,525				322,683				177,145
Derivatives expense (income)			31,854				3,757				(138,045	)			177,061
Transaction costs and other related to the Encore Merger			11,470				-				79,253				-
Total expenses			415,170				185,987				942,364				746,781
Income (loss) before income taxes			51,533				41,262				460,370				(128,381	)
Income tax provision (benefit):
Current income taxes			3,704				(6,160	)			11,314				18,140
Deferred income taxes			16,595				20,537				167,289				(67,869	)
Consolidated net income (loss)			31,234				26,885				281,767				(78,652	)
Less: net income attributable to noncontrolling interest			(2,130	)			-				(20,408	)			-
Net income (loss) attributable to Denbury stockholders		$	29,104			$	26,885			$	261,359			$	(78,652	)
Net income (loss) per common share:
Basic		$	0.07			$	0.11			$	0.72			$	(0.32	)
Diluted		$	0.07			$	0.11			$	0.71			$	(0.32	)
Weighted average common shares outstanding:
Basic			395,913				246,795				362,241				246,156
Diluted			401,093				252,189				367,434				246,156

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DENBURY RESOURCES INC.

(In thousands)

		Nine Months Ended
		September 30,
		2010				2009
Cash flows from operating activities:
Consolidated net income (loss)		$	281,767			$	(78,652	)
Adjustments needed to reconcile consolidated net income (loss) to net cash provided by operating activities:
Depletion, depreciation, and amortization			322,683				177,145
Deferred income taxes			167,289				(67,869	)
Gain on sale of interests in Genesis			(101,537	)			-
Stock-based compensation			27,326				25,450
Non-cash fair value derivative adjustments			(185,009	)			323,510
Founder’s retirement compensation			-				6,350
Other			14,254				2,440
Changes in operating assets and liabilities, net of effects from acquisitions:
Accrued production receivable			48,453				(23,672	)
Trade and other receivables			20,548				2,609
Other assets			1,106				(210	)
Accounts payable and accrued liabilities			8,257				38,757
Oil and natural gas production payable			10,553				205
Other liabilities			(22,915	)			371
Net cash provided by operating activities			592,775				406,434
Cash flows used for investing activities:
Oil and natural gas capital expenditures			(500,062	)			(289,815	)
Acquisitions of oil and natural gas properties			(24,390	)			(197,534	)
Cash paid in Encore Merger, net of cash acquired			(813,894	)			-
CO2 capital expenditures, including pipelines			(236,485	)			(543,536	)
Net proceeds from sales of oil and natural gas properties and equipment			909,986				303,450
Net proceeds from sale of interests in Genesis			162,619				-
Other			(17,927	)			(8,955	)
Net cash used for investing activities			(520,153	)			(736,390	)
Cash flows from financing activities:
Bank repayments			(1,519,000	)			(606,000	)
Bank borrowings			1,229,000				551,000
Senior subordinated notes tendered post Encore Merger			(616,637	)			-
Net proceeds from issuance of senior subordinated debt			1,000,000				389,827
Net proceeds from issuance of common stock			8,614				10,595
Costs of debt financing			(76,232	)			(10,080	)
ENP distributions to noncontrolling interest			(24,513	)			-
Other			(8,100	)			(766	)
Net cash provided by (used for) financing activities			(6,868	)			334,576
Net increase in cash and cash equivalents			65,754				4,620
Cash and cash equivalents at beginning of period			20,591				17,069
Cash and cash equivalents at end of period		$	86,345			$	21,689

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DENBURY RESOURCES INC.

(In thousands, except share data)

		Denbury Stockholders
										Paid-In								Accumulated												Total
		Common Stock								Capital in								Other				Treasury Stock								Denbury
		($.001 Par Value)								Excess of				Retained				Comprehensive				(at cost)								Stockholders’				Noncontrolling				Total
		Shares				Amount				Par				Earnings				Loss				Shares				Amount				Equity				Interest				Equity
Balance - December 31, 2009			261,929,292			$	262			$	910,540			$	1,064,419			$	(557	)			156,284			$	(2,427	)		$	1,972,237			$	-			$	1,972,237
Repurchase of common stock			-				-				-				-				-				382,238				(6,144	)			(6,144	)			-				(6,144	)
Issued pursuant to employee stock purchase plan			-				-				(2	)			-				-				(375,915	)			5,981				5,979				-				5,979
Issued pursuant to employee stock option plan			429,038				-				2,635				-				-				-				-				2,635				-				2,635
Issued pursuant to directors’ compensation plan			12,413				-				196				-				-				-				-				196				-				196
Issued pursuant to Encore Merger			135,170,505				135				2,085,546				-				-				-				-				2,085,681				-				2,085,681
Restricted stock grants			1,979,557				2				(1	)			-				-				-				-				1				-				1
Restricted stock grants - forfeited			(267,038	)			-				-				-				-				-				-				-				-				-
Performance-based shares issued			446,493				1				-				-				-				-				-				1				-				1
Stock-based compensation			-				-				30,815				-				-				-				-				30,815				-				30,815
Income tax benefit from equity awards			-				-				156				-				-				-				-				156				-				156
ENP revaluation at Encore Merger			-				-				-				-				-				-				-				-				515,210				515,210
ENP cash distributions to noncontrolling interest			-				-				-				-				-				-				-				-				(24,512	)			(24,512	)
Derivative contracts, net			-				-				-				-				(4	)			-				-				(4	)			(100	)			(104	)
Consolidated net income			-				-				-				261,359				-				-				-				261,359				20,408				281,767
Balance - September 30, 2010			399,700,260			$	400			$	3,029,885			$	1,325,778			$	(561	)			162,607			$	(2,590	)		$	4,352,912			$	511,006			$	4,863,918

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DENBURY RESOURCES INC.

(In thousands)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2010				2009				2010				2009
Consolidated net income (loss)		$	31,234			$	26,885			$	281,767			$	(78,652	)
Other comprehensive income (loss), net of income tax:
Interest rate lock derivative contracts reclassified to income, net of tax of $11, $11, $32, and $32, respectively			17				17				52				52
Change in deferred hedge loss on interest rate swaps, net of tax of $14, $0, $32, and $0, respectively			(68	)			-				(155	)			-
Consolidated comprehensive income (loss)			31,183				26,902				281,664				(78,600	)
Less: comprehensive income attributable to noncontrolling interest			(2,074	)			-				(20,308	)			-
Comprehensive income (loss) attributable to Denbury stockholders		$	29,109			$	26,902			$	261,356			$	(78,600	)

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Description of Business

Organization and Nature of Operations

        Denbury is a growing independent oil and natural gas company.   Denbury is the largest oil and natural gas operator in both Mississippi and Montana, owns the largest reserves of CO₂ used for tertiary oil recovery east of the Mississippi River, and holds significant operating acreage in the Rockies and Gulf Coast regions.   Denbury’s goal is to increase the value of acquired properties through a combination of exploitation, drilling and proven engineering extraction practices, with its most significant emphasis relating to tertiary recovery operations.

Encore Merger

        On March 9, 2010, Denbury acquired Encore pursuant to an Agreement and Plan of Merger (the “Encore Merger Agreement”) entered into with Encore on October 31, 2009.   The Encore Merger Agreement provided for a stock and cash transaction valued at approximately $4.5 billion at that time, including the assumption of debt and the value of the noncontrolling interest in Encore Energy Partners LP (“ENP”).   Under the Encore Merger Agreement, Encore was merged with and into Denbury (the “Encore Merger”), with Denbury surviving the Encore Merger.   The Encore Merger was consummated on March 9, 2010, following approval by the stockholders of both Denbury and Encore, closing of a new revolving credit facility as part of the financing for the Encore Merger, and satisfaction of conditions precedent.

        Denbury has consolidated Encore’s results of operations beginning March 9, 2010, the acquisition date.   See Note 3, Acquisitions and Divestitures, for additional information.

Note 2. Basis of Presentation

Interim Financial Statements

        The accompanying unaudited condensed consolidated financial statements of Denbury Resources Inc. and its subsidiaries have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.   Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” or “Denbury,” refer to Denbury Resources Inc. and its subsidiaries.   These financial statements and the notes thereto should be read in conjunction with Denbury’s Annual Report on Form 10-K for the year ended December 31, 2009.

        Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end and the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year.   In management’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of Denbury’s consolidated financial position as of September 30, 2010, its consolidated results of operations for the three and nine months ended September 30, 2010 and 2009, and its consolidated cash flows for the nine months ended September 30, 2010 and 2009. Certain prior period items have been reclassified to make the classification consistent with the classification in the most recent quarter.

Revised accounting policy for CO₂ properties

        During the third quarter 2010, the Company revised its accounting policies for CO₂ properties.   Previously, the Company accounted for its CO₂ properties in a manner similar to its method of accounting for its oil and natural gas properties, as the process and activities used by the Company to identify, develop and produce CO₂ reserves are virtually identical to those used to identify, develop and produce its oil and natural gas reserves.   However, because CO₂ is not a hydrocarbon, it is excluded from the scope of FASC Topic 932, Extractive Industries – Oil and Gas and, therefore, the Company is precluded from accounting for its CO₂ operations in accordance with FASC Topic 932.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

        Accordingly, commencing July 1, 2010, the Company will expense costs incurred to search for new CO₂ resources.   Once proved or probable CO₂ reserves are established, costs incurred to develop that resource will be capitalized.   Capitalized costs associated with drilling activities will be depleted on a units-of-production basis over proved developed CO₂ reserves.   Other capitalized CO₂ costs will be depleted on a units-of-production basis over proved and probable CO₂ reserves.   Leasehold acquisition costs will be capitalized as a tangible asset, subject to depletion upon identification of proved or probable CO₂ reserves, or expensed if no reserves are identified or the lease is abandoned.

        Capitalized CO₂ properties and CO₂ pipelines will be included as a reduction of future net revenues in our oil and natural gas ceiling test to the extent these assets will be used to produce proved oil reserves.   The remaining net capitalized CO₂ asset cost will be evaluated for impairment by comparing our expected future revenues from these assets to their net carrying value.

        The impact of the revised accounting policy on our historical financial statements is not material to any individual year, nor is the cumulative impact material to our projected financial results for the year ended December 31, 2010.   The Company has recognized the cumulative impact of the revised accounting policy as a non-cash net reduction to depletion, depreciation, and amortization during the three months ended September 30, 2010 resulting in a pretax credit of $9.6 million ($6.0 million after tax), which reflects a reduction to CO₂ properties, equipment and pipelines of $26.1 million offset by a decrease in accumulated depletion, depreciation and amortization of $35.7 million.   The cumulative adjustment did not have an impact on our cash flows. We expensed $1.2 million of CO₂ discovery costs during the third quarter of 2010.

Noncontrolling Interest

        As of September 30, 2010, Denbury owned approximately 46% of ENP’s outstanding common units.   Denbury also owns 100% of Encore Energy Partners GP LLC (“GP LLC”), a Delaware limited liability company and indirect wholly-owned subsidiary of Denbury, which is ENP’s general partner.   Considering the presumption of control of GP LLC in accordance with the Consolidations topic of the FASC, the financial position, results of operations, and cash flows of ENP have been consolidated with those of Denbury beginning March 9, 2010, the acquisition date.

        As presented in the accompanying Unaudited Condensed Consolidated Balance Sheets as of September 30, 2010, the $511 million of “Noncontrolling interest” represents third-party ownership interests other than Denbury’s in ENP.   As presented in the accompanying Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2010, “Net income attributable to noncontrolling interest” of $2.1 million represents ENP’s results of operations attributable to third-party owners other than Denbury, and “Net income attributable to noncontrolling interest” for the nine months ended September 30, 2010 of $20.4 million represents ENP’s results of operations attributable to third-party owners from March 9, 2010 through September 30, 2010.

Supplemental Cash Flow Information

        The following table sets forth supplemental cash flow information for the periods indicated:

		Nine Months Ended
		September 30,
In thousands		2010				2009
Cash paid for interest, net of amounts capitalized		$	114,012			$	14,114
Interest capitalized			56,079				48,699
Cash paid (refunded) for income taxes			166				(4,894	)
Increase (decrease) in liabilities for capital expenditures			13,880				(54,830	)
Issuance of Denbury common stock in connection with the Encore Merger			2,085,681				-

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Net Income (Loss) Per Common Share

     Basic net income (loss) per common share is computed by dividing net income (loss) attributable to Denbury stockholders by the weighted average number of shares of common stock outstanding during the period.   Diluted net income (loss) per common share is calculated in the same manner, but also considers the impact of the potential dilution from stock options, unvested stock appreciation rights (“SARs”), unvested restricted stock, and unvested performance equity awards. For the three and nine months ended September 30, 2010 and 2009, there were no adjustments to net income (loss) attributable to Denbury stockholders for purposes of calculating diluted net income (loss) per common share.   The following is a reconciliation of the weighted average common shares used in the basic and diluted net income (loss) per common share calculations for the periods indicated:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
In thousands		2010				2009				2010				2009
Basic weighted average common shares			395,913				246,795				362,241				246,156
Potentially dilutive securities:
Stock options and SARs			3,647				4,006				3,772				-
Performance equity awards			292				259				305				-
Restricted stock			1,241				1,129				1,116				-
Diluted weighted average common shares			401,093				252,189				367,434				246,156

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

        Basic weighted average common shares excludes 3.3 million shares and 2.5 million shares at September 30, 2010 and 2009, respectively, of unvested restricted stock. As these restricted shares vest, they will be included in the shares outstanding used to calculate basic net income (loss) per common share, although all restricted stock is issued and outstanding upon grant.   For purposes of calculating diluted weighted average common shares, unvested restricted stock is included in the computation using the treasury stock method, with the proceeds equal to the average unrecognized compensation during the period, adjusted for any estimated future tax consequences recognized directly in equity.   Shares of common stock issued in the Encore Merger were weighted from March 9, 2010 through September 30, 2010.   The dilution impact of these shares on Denbury’s earnings per share calculations may increase in future periods depending on the market price of Denbury’s common stock during those periods.

        The following securities could potentially dilute earnings per share in the future, but were excluded from the computation of diluted net income (loss) per share as their effect would have been anti-dilutive:

		As of September 30,
In thousands		2010				2009
Stock options and SARs			4,357				10,813
Performance equity awards			-				476
Restricted stock			77				2,454
Total			4,434				13,743

CO₂ Pipelines

        CO₂ pipelines are used for transporting CO₂ to Denbury’s tertiary floods from its CO₂ source fields located near Jackson, Mississippi.   Denbury is continuing expansion of its CO₂ pipeline infrastructure with several pipelines currently under construction. At September 30, 2010 and December 31, 2009, Denbury had $106.8 million and $779.1 million of costs (including capitalized interest), respectively, related to pipeline construction, primarily the Green Pipeline, in progress, recorded under “CO₂ properties, equipment, and pipelines” in the accompanying Unaudited Condensed Consolidated Balance Sheets.   The costs of CO₂ pipelines under construction were not being depreciated at September 30, 2010 or December 31, 2009.   For financial accounting purposes, depreciation commences when the pipelines are placed into service, and each pipeline is depreciated on a straight-line basis over its estimated useful life, which ranges from 20 to 50 years.   During June 2010, Denbury placed in service the first phase of the Green Pipeline, a 320-mile CO₂ pipeline that runs from southern Louisiana to near Houston, Texas, at which time it became subject to depreciation for financial accounting purposes.   This first phase runs to Denbury’s Oyster Bayou Field in Southeast Texas.   Denbury filled this pipeline with CO₂ from its source at Jackson Dome during June and commenced first injection of CO₂ at the Oyster Bayou Field on June 29, 2010.   The $106.8 million of costs related to pipeline construction in progress at September 30, 2010, primarily consist of costs incurred for the remaining portion of the Green Pipeline to the Hastings Field.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Goodwill

         The following table summarizes the changes in Denbury’s goodwill for the period indicated:

		Nine Months Ended
In thousands		September 30, 2010
Balance, beginning of period		$	169,517
Adjustment to goodwill related to the acquisition of interests in the Conroe Field(1)			318
Goodwill related to the Encore Merger(2)			1,060,886
Balance, end of period		$	1,230,721

Recently Adopted Accounting Pronouncements

         ASU 2010-20.   In July 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-20 Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit losses—ASC 310 (“ASU 2010-20”). ASU 2010-20 enhances disclosures about the credit quality of financing receivables and the allowance for credit losses, by requiring an entity to provide disaggregated and class information, credit quality indicators, past due information, and information about modifications of its financing receivables, and other information. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on and after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.   Since ASU 2010-20 will only amend disclosure requirements and not current accounting practice, the ASU will not impact Denbury’s results of operations or financial position.

         Subsequent Events.   In February 2010, the FASB issued guidance in the Subsequent Events topic of the FASC to provide updates including: (1) requiring the company to evaluate subsequent events through the date in which the financial statements are issued; (2) amending the glossary of the Subsequent Events topic to include the definition of “SEC filer” and exclude the definition of “Public entity”; and (3) eliminating the requirement to disclose the date through which subsequent events have been evaluated.   This guidance was prospectively effective upon issuance.   The adoption of this guidance did not impact Denbury’s results of operations or financial condition.

Note 3. Acquisitions and Divestitures

Merger with Encore Acquisition Company

         As previously discussed in Note 1, Description of Business, on March 9, 2010, the Encore Merger was consummated.   The Encore Merger was financed through a combination of $1.0 billion of 8.25% Senior Subordinated Notes due 2020, which Denbury issued on February 10, 2010, a new $1.6 billion revolving credit agreement entered into on March 9, 2010, and the assumption of Encore’s remaining outstanding senior subordinated notes.   See Note 5, Long-Term Debt, for additional information.

         Encore shareholders received the following consideration for each share of Encore common stock they owned, depending upon the elections, if any, which they made, and the collar, proration, and allocation features of the Encore Merger Agreement so that, in the aggregate, 30% of the consideration for the outstanding shares of Encore common stock would consist of cash, and the remaining 70% of the consideration would consist of shares of Denbury common stock:

•

Mixed cash/stock electing (or non-electing) Encore stockholders received $15.00 in cash and 2.4048 shares of Denbury common stock;

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

	•		All-cash electing Encore stockholders received $46.48 in cash and 0.2417 shares of Denbury common stock; and
	•		All-stock electing Encore stockholders (including those whose Encore restricted stock bonuses were converted into Denbury restricted stock) received 3.4354 shares of Denbury common stock.

        All Encore stock options fully vested and their intrinsic value was paid in cash.   All Encore restricted stock vested and each holder had the opportunity to make the same elections as other holders of Encore common stock as described above, except for shares of Encore restricted stock granted during 2010 as a bonus pursuant to the 2009 Encore annual incentive program, which were converted into restricted shares of Denbury common stock.

        In the Encore Merger, Denbury issued approximately  135.2 million shares of its common stock and paid approximately $833.9 million in cash to Encore stockholders.   The Denbury shares issued to Encore stockholders represented approximately 34% of Denbury’s common stock issued and outstanding immediately after the Encore Merger.   The total fair value of the Denbury common stock issued to Encore stockholders in the Encore Merger was approximately $2.1 billion based upon Denbury’s closing price of $15.43 per share on March 9, 2010.

        The Encore Merger met the definition of a business combination under the FASC Business Combinations topic.   As such, Denbury estimated the fair value of Encore as of the acquisition date, which is the date on which Denbury obtained control of Encore.   The acquisition date for the Encore Merger was March 9, 2010.   The FASC Fair Value Measurements and Disclosures topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (often referred to as the “exit price”).   The fair value measurement is based on the assumptions of market participants and not those of the reporting entity.   Therefore, entity-specific intentions should not impact the measurement of fair value unless those assumptions are consistent with market participant views.

        In applying these accounting principles, Denbury estimated the fair value of the Encore assets acquired less liabilities assumed on the acquisition date to be approximately $2.4 billion.   This measurement resulted in the recognition of goodwill totaling approximately $1.1 billion.   The FASC defines goodwill as an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.   For this acquisition, goodwill is the excess of the consideration transferred to acquire Encore plus the fair value of the noncontrolling interest in ENP, over the acquisition date estimated fair value of the net assets acquired.   Goodwill recorded in the Encore Merger primarily represents the value of the opportunity to expand Encore’s CO₂ EOR operations in the Rocky Mountain region, the experience and technical expertise of former Encore employees who have joined Denbury, and the addition of strategic areas of operations in which Denbury did not previously have a significant presence.

        The fair value of Encore was based on significant inputs not observable in the market, which FASC Fair Value Measurements and Disclosures topic defines as Level 3 inputs.   Key assumptions include (1) NYMEX oil and natural gas futures (this input is observable), (2) projections of the estimated quantities of oil and natural gas reserves, including those classified as proved, probable, and possible, (3) projections of future rates of production, (4) timing and amount of future development and operating costs, (5) projected cost of CO₂ to a market participant, (6) projected recovery factors, and (7) risk-adjusted discount rates.   The fair value of the oil and natural gas properties was determined using a risk-adjusted after-tax discounted cash flow analysis.   Denbury applies full cost accounting rules, under which the acquisition cost of oil and natural gas properties are recognized on a cost center basis (country), of which Denbury has only one cost center (United States). All of the goodwill was assigned to this single reporting unit.   None of the goodwill is deductible for income tax purposes.

Preliminary Purchase Price Allocation in Encore Merger

        The following table is a summary of the consideration issued in the Encore Merger and the fair value of the assets acquired and liabilities assumed at the acquisition date, as well as the fair value at the acquisition date of the noncontrolling interest in ENP:

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

In thousands
Consideration and noncontrolling interest:
Fair value of Denbury common stock issued(1)		$	2,085,681
Cash payment to Encore stockholders(2)			833,909
Severance payments			32,925
Consideration issued			2,952,515
Fair value of noncontrolling interest of ENP(3)			515,210
Consideration and noncontrolling interest of ENP(4)			3,467,725
Add: fair value of liabilities assumed:
Accounts payable and accrued liabilities			115,999
Oil and natural gas production payable			54,201
Current derivatives			65,954
Other current liabilities			38,407
Long-term debt			1,375,149
Asset retirement obligations, net of current portion			42,360
Long-term derivatives			35,631
Long-term deferred taxes			871,912
Other long-term liabilities			2,717
Amount attributable to liabilities assumed			2,602,330
Less: fair value of assets acquired:
Cash and cash equivalents			51,850
Accrued production receivable			124,494
Trade and other receivables			46,383
Current derivatives			29,737
Oil and natural gas properties – proved			3,340,141
Oil and natural gas properties – unevaluated			1,279,000
CO2 properties, equipment, and pipelines			7,254
Other property, plant, and equipment			11,475
Long-term derivatives			35,207
Other long-term assets			83,628
Amount attributable to assets acquired			5,009,169
Goodwill		$	1,060,886

        For the three months ended September 30, 2010 and for the period from March 9, 2010 to September 30, 2010, Denbury recognized $174.3 million and $435.2 million of oil, natural gas and related product sales, respectively, related to the Encore Merger.   For the three months ended September 30, 2010 and for the period from March 9, 2010 to September 30, 2010, Denbury recognized $114.1 million and $294.8 million net field operating income (oil, natural gas and related product sales less lease operating expenses and production taxes and marketing expenses), respectively, related to the Encore Merger.   Transaction and other costs related to the Encore Merger included in the Company’s Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2010 include $47.9 million

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

of professional, legal and accounting fees, which have been expensed as incurred, and $31.4 million of employee-related severance and termination costs, which are accrued over the employees’ service period.

2009 Conroe Field Acquisition

        In December 2009, Denbury acquired a 91.4% interest in the Conroe Field, a significant potential tertiary flood north of Houston, Texas, for total consideration of approximately $422.9 million comprised of approximately $254.2 million in cash and 11,620,000 shares of Denbury common stock.   The common stock was valued at $168.7 million based on the closing price of Denbury’s stock on December 18, 2009 of $14.52 per share.   The effective date of purchase was December 1, 2009.   The cash amount paid at closing was $268.5 million, which includes $15.6 million for amounts in escrow accounts reserved for plugging and abandonment and other adjustments.   Denbury recorded approximately $31.0 million of goodwill related to the acquisition of interests in the Conroe Field.

        Denbury shares issued in a private placement in conjunction with the purchase of interests in the Conroe Field were subsequently registered for resale with the SEC on February 2, 2010, as required under a registration rights agreement.   The registration rights agreement provides that the registration statement for the shares remain effective for approximately one year.

2009 Hastings Field Acquisition

        During November 2006, Denbury entered into an agreement with a subsidiary of Venoco, Inc. (“Venoco”), which gave Denbury an option to purchase Venoco’s interests in the Hastings Field, a strategically significant potential tertiary flood candidate located near Houston, Texas.   Denbury exercised the purchase option prior to September 2008, and closed the acquisition during February 2009.   As consideration for the option agreement, during 2006 through 2008, Denbury made cash payments totaling $50 million, which it recorded as a deposit. The remaining purchase price of approximately $196 million was paid in cash, and was determined as of January 1, 2009 (the effective date) with closing on February 2, 2009.   The final closing adjustments were completed during the three months ended September 30, 2009.   The final closing price, adjusted for interim net cash flows between the effective date and closing date of the acquisition (including minor purchase price adjustments), totaled approximately $246.8 million.   Denbury recorded approximately $138.8 million of goodwill related to the acquisition of interests in the Hastings Field.

2009 Sale of Barnett Shale Properties

        In May 2009, Denbury entered into an agreement to sell 60% of its Barnett Shale natural gas assets to Talon Oil and Gas LLC (“Talon”), a privately held company, for $270 million (before closing adjustments).   Denbury closed approximately three-quarters of the sale in June 2009 and closed the remainder of the sale in July 2009.   Net proceeds were approximately $259.8 million (after closing adjustments, and net of $8.1 million for natural gas swaps transferred in the sale).   The effective date under the agreement was June 1, 2009.   Denbury did not record a gain or loss on the sale in accordance with the full cost method of accounting.

        In December 2009, Denbury closed the sale of the remaining 40% of its Barnett Shale natural gas assets to Talon for $210 million (before closing adjustments).   Net proceeds were approximately $209.9 million (after closing adjustments).   The effective date under the agreement was December 1, 2009.   Denbury did not record a gain or loss on the sale in accordance with the full cost method of accounting.   Further, the sale was structured as a deferred like-kind exchange in conjunction with Denbury’s acquisition of interests in the Conroe Field in order to defer most of the tax impacts of the sale.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

2010 Sale of Interests in Genesis Energy, L.P. (“Genesis”)

        In February 2010, Denbury sold its interest in Genesis Energy, LLC, the general partner of Genesis, for net proceeds of approximately $84 million, after giving effect to the change of control provision of the incentive compensation agreement with Genesis’ management, which was triggered and under which Denbury paid a total of $14.9 million comprised of deferred compensation of $1.9 million and change of control redemption of $13.0 million.   In February 2010, Denbury recognized general and administrative expense of $1.1 million associated with the $14.9 million payment.   The remainder of the payment had been previously accrued in Denbury’s financial statements as of December 31, 2009.   In March 2010, Denbury sold all of its Genesis common units in a secondary public offering for net proceeds of approximately $79 million.   As a result, Denbury no longer holds any interest in Genesis.   Denbury recognized a pre-tax gain of approximately $101.5 million ($63.0 million after tax) on these dispositions.

2010 Sale of Southern Properties

        In May 2010, Denbury sold certain oil and natural gas properties and related assets acquired in the Encore Merger, primarily located in the Permian Basin in West Texas and southeastern New Mexico; the Mid-continent area, which includes the Anadarko Basin in Oklahoma, Texas, and Kansas; and the East Texas Basin (the “Southern Assets”) to Quantum Resources Management, LLC for consideration of $883.9 million after closing adjustments and including a prior $45 million deposit.   The effective date of the sale was May 1, 2010.   Denbury reduced its full cost pool by the amount of the net proceeds and did not record a gain or loss on the sale in accordance with the full cost method of accounting.

2010 Sale of Cleveland Sand Play Properties

        In August 2010, Denbury sold certain oil and natural gas properties and related assets acquired in the Encore Merger, primarily located in the Cleveland Sand Play of western Oklahoma, for consideration of $32.1 million after closing adjustments.   The effective date of the sale was August 1, 2010.   Denbury reduced its full cost pool by the amount of the net proceeds and did not record a gain or loss on the sale in accordance with the full cost method of accounting.

Pending Sale of Haynesville and East Texas Natural Gas Properties

        In October 2010, Denbury entered into an agreement to sell its Haynesville and East Texas oil and natural gas properties to a private company for consideration of $217.5 million before closing adjustments.   The effective date of the sale will be September 1, 2010, and it is expected to close by early December of 2010.

Recent Acquisition of Reserves in Rocky Mountain Region at Riley Ridge

        In October 2010, Denbury acquired a 42.5% non-operated working interest in the Riley Ridge Federal Unit located in the LaBarge Field of southwestern Wyoming, a significant natural source of CO₂ as well as natural gas and helium, for consideration of $124.3 million after closing adjustments.   The acquisition also includes approximately 33% of the CO₂ rights in an additional 28,000 acres adjoining the Riley Ridge Unit.

Pro Forma Information

        The following unaudited pro forma condensed financial data for the three and nine months ended September 30, 2010 gives effect to the Encore Merger as if it had occurred on January 1, 2010.   The following unaudited pro forma condensed financial data for the three and nine months ended September 30, 2009 gives effect to the Encore Merger, the acquisition of interests in the Conroe Field in December 2009 and the acquisition of interests in the Hastings Field in February 2009 as if each had occurred on January 1, 2009.   The unaudited pro forma condensed consolidated financial information has been included for comparative purposes only and is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
In thousands, except per share amounts		2010				2009				2010				2009
Pro forma total revenues		$	466,703			$	425,583			$	1,579,184			$	1,114,439
Pro forma net income (loss) attributable to Denbury stockholders		$	29,104			$	32,612			$	276,527			$	(135,954	)
Pro forma net income (loss) per common share:
Basic		$	0.07			$	0.08			$	0.70			$	(0.35	)
Diluted		$	0.07			$	0.08			$	0.69			$	(0.35	)

Note 4. Asset Retirement Obligations

        In general, Denbury’s future asset retirement obligations relate to future costs associated with plugging and abandonment of its oil, natural gas, and CO₂ wells, removal of equipment and facilities from leased acreage, and land restoration.   The fair value of a liability for an asset retirement is recorded in the period in which it is incurred, discounted to its present value using Denbury’s credit-adjusted risk-free interest rate, and a corresponding amount capitalized by increasing the carrying amount of the related long-lived asset.   The liability is accreted each period, and the capitalized cost is depreciated over the useful life of the related asset.

     The following table summarizes the changes in Denbury’s asset retirement obligations for the period indicated:

		Nine Months Ended
In thousands		September 30, 2010
Balance, beginning of period		$	54,338
Liabilities incurred and assumed during period			3,185
Liabilities assumed in the Encore Merger			43,783
Revisions in estimated retirement obligations			2,583
Liabilities settled during period			(4,552	)
Accretion expense			4,676
Sales of properties			(7,669	)
Balance, end of period		$	96,344

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

     At September 30, 2010 and December 31, 2009, approximately $3.6 million and $1.1 million, respectively, of Denbury’s asset retirement obligations were classified in “Accounts payable and accrued liabilities” under current liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. Denbury has escrow accounts that are legally restricted for certain of its asset retirement obligations. The balances of these escrow accounts were approximately $33.0 million and $22.8 million at September 30, 2010 and December 31, 2009, respectively, and are included in “Other assets” in the accompanying Unaudited Condensed Consolidated Balance Sheets.

Note 5. Long-Term Debt

     The following table shows the components of Denbury’s long-term debt as of the periods indicated:

		September 30,				December 31,
In thousands, except percentages		2010				2009
Denbury Credit Agreement		$	120,000			$	-
ENP Credit Agreement			240,000				-
Senior bank loan (replaced with Denbury Credit Agreement)			-				125,000
7.5% Senior Subordinated Notes due 2013, net of discount of $486 and $631, respectively			224,514				224,369
6.25% Senior Subordinated Notes due 2014, including premium of $12			1,084				-
7.5% Senior Subordinated Notes due 2015, including premium of $449 and $513, respectively			300,449				300,513
6.0% Senior Subordinated Notes due 2015, including premium of $5			490				-
9.5% Senior Subordinated Notes due 2016, including premium of $15,273			240,193				-
9.75% Senior Subordinated Notes due 2016, net of discount of $23,210 and $26,424, respectively			403,140				399,926
7.25% Senior Subordinated Notes due 2017, including premium of $26			2,276				-
8.25% Senior Subordinated Notes due 2020			996,273				-
Northeast Jackson Dome pipeline financing			168,188				170,633
Free State pipeline financing			81,710				79,987
Capital lease obligations			7,532				5,948
Total			2,785,849				1,306,376
Less current portion			7,602				5,308
Long-term debt and capital lease obligations		$	2,778,247			$	1,301,068

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

New $1.6 Billion Revolving Credit Agreement

     On March 9, 2010, Denbury entered into a new $1.6 billion revolving credit agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and 23 other lenders as party thereto (the “Denbury Credit Agreement”). Borrowings under the Denbury Credit Agreement, coupled with the funds from Denbury’s issuance of $1.0 billion of 8.25% Senior Subordinated Notes due 2020, were used to:

	•		fund the cash portion of the consideration issued in the Encore Merger (inclusive of payments made to stock option holders);
	•		repay amounts outstanding under Denbury’s then existing $750 million revolving credit agreement, which had $125 million outstanding as of March 9, 2010;
	•		repay amounts outstanding under Encore’s then existing revolving credit agreement, which had $265 million outstanding as of March 9, 2010;
	•		pay Encore’s severance costs;
	•		pay transaction fees and expenses; and
	•		provide additional liquidity.

     Availability under the Denbury Credit Agreement is subject to a borrowing base, which is redetermined semi-annually on or prior to May 1 and November 1 and upon requested special redeterminations. The Denbury Credit Agreement provides for a borrowing base of $1.6 billion, which was reaffirmed on November 1, 2010. The borrowing base represents the amount that can be borrowed based on the reserves and certain other oil and natural gas assets of Denbury and its restricted subsidiaries, as confirmed by the banks, while the commitment amount is the amount the banks have committed to fund pursuant to the terms of the Denbury Credit Agreement. The borrowing base is adjusted at the banks’ discretion and is based in part upon external factors over which Denbury has no control. If the borrowing base were to be less than outstanding borrowings under the Denbury Credit Agreement, Denbury would be required to repay the deficit over a period of four months. In conjunction with the sale of the Southern Assets, lending banks performed a redetermination of the borrowing base under the Denbury Credit Agreement and left the borrowing base unchanged. Denbury incurs a commitment fee of 0.5% on the unused portion of the credit facility or if less, the borrowing base. Loans under the Denbury Credit Agreement mature in March 2014.

     The Denbury Credit Agreement is secured by substantially all of the proved oil and natural gas properties of Denbury’s restricted subsidiaries and by the equity interests of Denbury’s restricted subsidiaries. In addition, Denbury’s obligations under the Denbury Credit Agreement are guaranteed by its restricted subsidiaries. The restricted subsidiaries include most of the subsidiaries of the combined company after the Encore Merger, excluding Denbury’s non-guarantor subsidiaries.

     The Denbury Credit Agreement contains several restrictive covenants including, among others:

•

a prohibition on the payment of dividends to parties other than Denbury and its restricted subsidiaries;

•

a requirement to maintain a current ratio, as determined under the Denbury Credit Agreement, of not less than 1.0 to 1.0;

•

a maximum permitted ratio of debt to adjusted EBITDA (as defined in the Denbury Credit Agreement) of Denbury and its restricted subsidiaries of not more than 4.5 to 1.0 in 2010 and 4.0 to 1.0 in 2011 and thereafter; and

•

a prohibition against incurring debt, subject to permitted exceptions.

     Additionally, there is a limitation on the aggregate amount of forecasted oil and natural gas production that can be economically hedged with oil or natural gas derivative contracts.

     Loans under the Denbury 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 of 2.0% to 3.0% based on the ratio of outstanding borrowings to the borrowing base, and base rate loans bear interest at the base rate plus the applicable margin of 1.0% to 2.0% based on the ratio of outstanding borrowings to the borrowing base. The “Eurodollar rate” for any interest period (either one, two, three, six, nine, or twelve months, as selected by Denbury) is the rate per year equal to LIBOR, as published by Reuters or another source designated by JPMorgan, 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 and JPMorgan as its “prime rate,” (2) the federal funds effective rate plus 0.5%, and (3) the Adjusted Eurodollar Rate (as defined in the Denbury Credit Agreement) for a one-month interest period plus 1.0%.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Encore Energy Partners Operating LLC Credit Agreement

     Encore Energy Partners Operating LLC (“OLLC”), a wholly-owned subsidiary of ENP, is a party to a five-year credit agreement dated March 7, 2007 (as amended, the “ENP Credit Agreement”). The ENP Credit Agreement matures on March 7, 2012. In November 2009, OLLC amended the ENP Credit Agreement, effective upon the closing of the Encore Merger, to, among other things, permit the consummation of the Encore Merger despite its being a “Change of Control” under the ENP Credit Agreement.

     The ENP 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 ENP Credit Agreement is $475 million. Availability under the ENP Credit Agreement is subject to a borrowing base, which is redetermined semi-annually and upon requested special redeterminations. As of September 30, 2010, the borrowing base was $375 million and there were $240 million of outstanding borrowings under the ENP Credit Agreement.

     Obligations under the ENP 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, obligations under the ENP Credit Agreement are guaranteed by ENP and OLLC’s restricted subsidiaries. Denbury consolidates the debt of ENP with that of its own; however, obligations under the ENP Credit Agreement are non-recourse to Denbury and its restricted subsidiaries.

Issuance of 8.25% Senior Subordinated Notes due 2020

     On February 10, 2010, Denbury issued $1.0 billion of 8.25% Senior Subordinated Notes due 2020 (the “2020 Notes”), for net proceeds after underwriting discounts and commissions of $980 million. The 2020 Notes were sold at par. Upon the closing of the Encore Merger, $400 million of the net proceeds were used to finance a portion of the Encore Merger consideration. Under the indenture governing the 2020 Notes, to the extent that fewer than $600 million principal amount of Encore’s outstanding senior subordinated notes were repurchased in tender offers or change of control repurchases under the Encore indentures, Denbury was required to redeem an equal amount of the 2020 Notes, plus accrued and unpaid interest. Denbury redeemed $500.5 million principal amount of Encore’s outstanding senior subordinated notes in a tender offer, repurchased an additional $95.7 million principal amount of Encore’s outstanding senior subordinated notes under change of control provisions, and redeemed $3.7 million principal amount of the 2020 Notes. See Tender Offers and Consent Solicitations for Encore’s Senior Subordinated Notes; Supplements to Indentures Governing Encore’s Senior Subordinated Notes below.

     The 2020 Notes mature on February 15, 2020, and interest is payable on February 15 and August 15 of each year, beginning August 15, 2010. Denbury may redeem the 2020 Notes in whole or in part at its option beginning February 15, 2015, at the following redemption prices:

	•		104.125% after February 15, 2015;
	•		102.75% after February 15, 2016;
	•		101.375% after February 15, 2017; and
	•		100% after February 15, 2018.

     Prior to February 15, 2013, Denbury may at its option redeem up to an aggregate of 35% of the principal amount of the 2020 Notes at a price of 108.25% with the proceeds of certain equity offerings. In addition, at any time prior to February 15, 2015, Denbury may redeem 100% of the principal amount of the 2020 Notes at a price equal to 100% of the principal amount plus a “make-whole” premium and accrued and unpaid interest. The indenture contains certain restrictions on Denbury’s ability to incur additional debt, pay dividends on its common stock, make investments, create liens on its assets, engage in transactions with its affiliates, transfer or sell assets, consolidate or merge, or sell substantially all of its assets. The 2020 Notes are not subject to any sinking fund requirements. Certain of Denbury’s subsidiaries fully and unconditionally guarantee this debt.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Supplements to Indentures Governing Denbury’s Senior Subordinated Notes

     On March 9, 2010, upon closing of the Encore Merger, Denbury became an obligor, as successor in interest to Encore, with respect to Encore’s senior subordinated notes, which are governed by four indentures covering an aggregate original principal amount of $825 million. In conjunction with the closing of the Encore Merger, Denbury and its subsidiaries entered into supplemental indentures to add subsidiary guarantors, as required under the Encore indentures as well as the indentures governing Denbury’s senior subordinated notes. The Encore legacy subsidiaries, with permitted exceptions, became guarantors under the Denbury indentures that were in effect prior to the Encore Merger and the Denbury legacy subsidiaries, with permitted exceptions, became guarantors under the Encore indentures with respect to which Denbury succeeded Encore.

Tender Offers and Consent Solicitations for Encore’s Senior Subordinated Notes; Supplements to Indentures Governing Encore’s Senior Subordinated Notes

     On February 8, 2010, Denbury commenced a cash tender offer to repurchase $600 million principal amount of Encore’s $825 million senior subordinated notes which were governed by three of Encore’s four indentures and solicited consents to amend each of those three indentures to eliminate most of the indenture covenants. Those indentures are the indentures to which Encore was a party prior to the Encore Merger governing their 6.25% Senior Subordinated Notes due 2014 (the “6.25% Notes”), their 6.0% Senior Subordinated Notes due 2015 (the “6.0% Notes”), and their 7.25% Senior Subordinated Notes due 2017 (the “7.25% Notes”).

     On March 10, 2010, upon expiration of the tender offers and consent solicitations, Denbury accepted for purchase all notes tendered in the tender offer. The total amount of notes that Denbury purchased was approximately $500.5 million in principal amount of the $600 million in original principal amount for which tenders were made, leaving outstanding approximately $99.5 million of the $600 million of notes for which Denbury made tender offers.

     The tender of the notes also constituted the delivery of consents of holders of the notes to eliminate or modify certain provisions contained in each of the three indentures governing the Encore senior subordinated notes for which tender offers were made. Denbury received sufficient consents in the solicitations to amend these three Encore indentures effective upon the Encore Merger. The amendments of the three indentures governing the $600 million of notes subject to the tender offers eliminated most of the restrictive covenants, including covenants requiring the filing of SEC reports; restricting certain payments; limiting indebtedness; restricting distributions from certain restricted subsidiaries, affiliate transactions, and liens; requiring future subsidiaries to guarantee the applicable notes; requiring the delivery of certificates concerning compliance with the applicable indenture; certain provisions of covenants relating to mergers and consolidations; and certain events of default in the indentures. The amendments do not apply to the 9.50% Senior Subordinated Notes due 2016 (the “9.5% Notes”).

     On March 12, 2010, Denbury commenced a second tender offer to repurchase, for 101% of the face amount, the $99.5 million on notes that remained outstanding after completion of the February 8, 2010 tender. The March 12, 2010 tender also included an initial offer to purchase, for 101% of the face amount, the $225 million of outstanding 9.5% Notes. These change-of-control tenders were required by each of the Encore indentures. In April 2010, Denbury purchased approximately $95.7 million of these senior subordinated notes, leaving approximately $228.7 million of former Encore notes outstanding.

Encore Indentures

     In addition to the three indentures that govern the Encore senior subordinated notes for which Denbury made tender offers, as a result of the Encore Merger, Denbury also became successor in interest to Encore under the Encore indenture with respect to the 9.5% Notes in the original principal amount of $225 million (the “9.5% Indenture”). Interest on the 9.5% Notes is due semi-annually on May 1 and November 1. The 9.5% Notes mature on May 1, 2016. The material terms of the 9.5% Indenture include covenants requiring the filing of SEC reports; restricting certain payments; limiting indebtedness; restricting distributions from certain restricted subsidiaries, affiliate transactions, and liens; requiring certain subsidiaries to deliver guarantees of the notes; requiring the delivery of certificates concerning compliance with the indenture; and covenants relating to mergers and consolidations.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

     All of the Encore indentures, including the 9.5% Indenture, also have covenants limiting the sale of assets and providing a put right by holders upon change of control, as well as other certain affirmative and negative covenants.

Note 6. Derivative Instruments and Hedging Activities

Derivative Policy

     Denbury applies the provisions of the Derivatives topic of the FASC, 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, the effective portion of changes in fair value can be recognized in accumulated other comprehensive income or loss within equity 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.

     Denbury has elected to designate ENP’s outstanding 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 Unaudited Condensed 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 and included in “Derivatives expense (income)” in the accompanying Unaudited Condensed Consolidated Statements of Operations.

     Denbury does not apply hedge accounting treatment to its oil and natural gas derivative contracts and therefore, the changes in the fair values of these instruments are recognized in income in the period of change. These fair value changes, along with the cash settlements of expired contracts, are included in “Derivatives expense (income)” in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Oil and Natural Gas Derivative Contracts

     From time to time, Denbury enters into various oil and natural gas derivative contracts to provide an economic hedge of its exposure to commodity price risk associated with anticipated future oil and natural gas production. Denbury does not hold or issue derivative financial instruments for trading purposes. These contracts consist of price floors, collars, and fixed price swaps. Historically, Denbury has hedged up to 80% of its anticipated production for the following year to provide it with a reasonably certain amount of cash flow to cover most of its budgeted exploration and development expenditures without incurring significant debt. In October 2010, Denbury entered into costless collar crude oil contracts covering 6,000 Bbls/d during the second half of 2011 and 12,000 Bbls/d during the first quarter of 2012.

     As a result of the anticipated sale of the Haynesville and East Texas assets, upon closing Denbury expects to terminate a portion of its remaining 2010 and 2011 natural gas hedges during the fourth quarter of 2010. See Note 13, Subsequent Events, for additional information.

     Denbury manages and controls market and counterparty credit risk through established internal control procedures that are reviewed on an ongoing basis. Denbury attempts to minimize credit risk exposure to counterparties through formal credit policies, monitoring procedures, and diversification. All of Denbury’s and ENP’s commodity derivative contracts are with parties that are lenders under their respective credit agreements. Denbury has included an estimate of nonperformance risk in the fair value measurement of its commodity derivative contracts as required by FASC guidance on fair value. At September 30, 2010 and December 31, 2009, the net asset (liability) of Denbury’s open commodity derivative contracts of $67.2 million and ($128.7) million, respectively, included a reduction of $0.6 million and $0.8 million, respectively, for estimated nonperformance risk.

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

     The following is a summary of “Derivatives expense (income)” included in the accompanying Unaudited Condensed Consolidated Statements of Operations for the periods indicated:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
In thousands		2010				2009				2010				2009
Receipts (payments) on settlement of oil derivative contracts		$	(3,590	)		$	18,527			$	(80,969	)		$	146,365
Receipts on settlement of natural gas derivative contracts			13,626				-				34,005				-
Fair value adjustments to derivative contracts income (expense)			(42,517	)			(22,284	)			183,512				(323,426	)
Ineffectiveness on interest rate swaps			627				-				1,497				-
Derivatives income (expense)		$	(31,854	)		$	(3,757	)		$	138,045			$	(177,061	)

DENBURY RESOURCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

     The following tables present the fair value of commodity derivative contracts for (1) Denbury excluding ENP and (2) ENP standalone:

Fair Value of Commodity Derivative Contracts Not Classified as Hedging Instruments - Excluding ENP

																						Estimated Fair Value
										NYMEX Contract Prices Per Bbl												Asset (Liability)
				Type of						Weighted Average Price												September 30,				December 31,
Year		Months		Contract		Bbls/d				Swap				Floor				Ceiling				2010				2009
																						(In thousands)
Oil Contracts:
2010		Jan - Mar		Swap			30,625			$	55.40			$	-			$	-			$	-			$	(63,525	)
				Collar			10,000				-				67.45				86.38				-				95
		Total Jan - Mar 2010					40,625															$	-			$	(63,430	)
		Apr - June		Collar			35,000				-				62.13				89.08				-				(24,741	)
		Total Apr - June 2010					35,000															$	-			$	(24,741	)
		July - Sept		Collar			35,000				-				62.13				89.08				-				(20,761	)
		Total July - Sept 2010					35,000															$	-			$	(20,761	)
		Oct - Dec		Swap			5,625			$	71.15			$	-			$	-			$	(5,142	)		$	-
				Collar			35,000				-				62.13				89.08				(3,840	)			(13,320	)
				Put			7,125				-				64.77				-				284				-
		Total Oct - Dec 2010					47,750															$	(8,698	)		$	(13,320	)
2011		Jan - Mar		Swap			625			$	79.18			$	-			$	-			$	(229	)		$	-
				Collar			43,500				-				70.34				100.20				2,748				177
				Put			6,625				-				69.53				-				1,300				-
		Total Jan - Mar 2011					50,750															$	3,819			$	177
		Apr - June		Swap			625			$	79.18			$	-			$	-			$	(297	)		$	-
				Collar			43,500				-				70.34				100.20				1,976				(318	)
				Put			6,625				-				69.53				-				2,090				-
		Total Apr - June 2011					50,750															$	3,769			$	(318	)
		July - Sept		Swap			625			$	79.18			$	-			$	-			$	(350	)		$	-
				Collar			40,500				-				70.37				100.03				(703	)			(1,078	)
				Put			6,625				-				69.53				-				2,680				-
		Total July - Sept 2011					47,750															$	1,627			$	(1,078	)
		Oct - Dec		Swap			625			$	79.18			$	-			$	-			$	(395	)		$	-
				Collar			41,500				-				70.36				101.64				(1,792	)			(2,533	)
				Put			6,625				-				69.53				-				3,050				-
		Total Oct - Dec 2011					48,750															$	863			$	(2,533	)
2012		Jan - Mar		Swap			625			$	81.04			$	-			$	-			$	(312	)		$	-
				Collar			32,000				-				70.00				101.12				(3,427	)			-
				Put			625				-				65.00				-				237				-
		Total Jan - Mar 2012					33,250															$	(3,502	)		$	-
		Apr - Jun		Swap			625			$	81.04			$	-			$	-			$	(337	)		$	-
				Put			625				-				65.00				-				266				-
		Total Apr - Jun 2012					1,250															$	(71	)		$	-
		Jul - Sept		Swap			625			$	81.04			$	-			$	-			$	(360	)		$	-
				Put			625				-				65.00				-				277				-
		Total July - Sept 2012					1,250															$	(83	)		$	-
		Oct - Dec		Swap			625			$	81.04			$	-			$	-			$	(378	)		$	-
				Put			625				-				65.00				-				301				-
		Total Oct - Dec 2012					1,250															$	(77	)		$	-
										Total Oil Contracts - Excluding ENP												$	(2,353	)		$	(126,004	)