Encore Acquisition 8-K/A Financial Statements and Exhibits

EXHIBIT 99.5

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION

     Encore Acquisition Company (“Encore”), a Delaware corporation, acquires and develops oil and natural gas reserves from onshore fields in the United States. Since 1998, it has acquired producing properties with proven reserves and leasehold acreage and grown the production and proven reserves by drilling, exploring, reengineering or expanding existing waterflood projects, and by applying tertiary recovery techniques.

     On January 16, 2007, Encore entered into a Purchase and Sale Agreement to acquire certain oil and natural gas properties and related assets in the Big Horn Basin of Wyoming (“Big Horn”) from certain subsidiaries of Anadarko Petroleum Corporation (“Anadarko”). Big Horn is comprised of assets in or near the Elk Basin field (“Elk Basin”) in Park County, Wyoming and Carbon County, Montana and the Gooseberry field (“Gooseberry”) in Park County, Wyoming. The Big Horn acquisition was completed on March 7, 2007 and accordingly, the actual operating results related to the acquired properties are included in Encore’s operating results from that date forward.

     On January 23, 2007, Encore entered into a Purchase and Sale Agreement to acquire certain oil and natural gas properties and related assets in the Williston Basin (“Williston” and together with Big Horn, the “Acquisitions”) of Montana and North Dakota from certain subsidiaries of Anadarko. The Williston acquisition was completed on April 11, 2007 and accordingly, the actual operating results related to the acquired properties will be included in Encore’s operating results from that date forward.

     On May 16, 2007, Encore entered into a Purchase and Sale Agreement to sell certain oil and natural gas properties and related assets in the Mid-Continent (“Mid-Continent” or the “Disposition”) to Crow Creek Energy II L.L.C. The Disposition was completed on June 29, 2007 and accordingly, the actual operating results related to the disposed properties will be excluded from Encore’s operating results from that date forward.

     The accompanying unaudited pro forma consolidated financial statements should be read together with the historical audited consolidated financial statements of Encore included in its Annual Report on Form 10-K for the year ended December 31, 2006, the unaudited consolidated financial statements of Encore included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2007, and the audited and unaudited Statements of Revenues and Direct Operating Expenses of each of the Acquisitions incorporated by reference into this report. The accompanying unaudited pro forma consolidated financial statements were derived by making certain adjustments to the historical financial statements of Encore. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the unaudited consolidated pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the unaudited consolidated pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

     The accompanying unaudited consolidated pro forma financial statements give effect to the Acquisitions and the Disposition by Encore. The unaudited consolidated pro forma balance sheet assumes that the Williston acquisition, the Disposition, and related transactions occurred on March 31, 2007 (the Big Horn acquisition was completed on March 7, 2007 and therefore included in Encore’s unaudited balance sheet as of March 31, 2007). The unaudited pro forma consolidated statements of operations for the year ended December 31, 2006 and for the three months ended March 31, 2007 assumes that the Acquisitions, the Disposition, and related transactions occurred on January 1, 2006.

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2007
(in thousands, except share and per share amounts)

				Williston			Mid-Continent
	Encore			Pro Forma			Pro Forma			Pro Forma
	Historical			Adjustments			Adjustments			as Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	626		$	—			300,068	(b)	$	626
								(300,068	)(c)
Accounts receivable		82,151			2,746	(a)		(3,102	)(n)		81,795
Inventory		21,380			—			—			21,380
Derivatives		15,283			—			—			15,283
Deferred taxes		21,833			—			—			21,833
Prepaid expenses		3,357			—			—			3,357
Total current assets		144,630			2,746			(3,102	)		144,274
Properties and equipment, at cost:
Proved properties, including wells and related equipment		2,525,564			380,139	(a)		(352,249	)(b)		2,553,454
Unproved properties		47,007			16,134	(a)		(12,719	)(b)		50,422
Accumulated depletion, depreciation, and amortization		(398,893	)		—			75,450	(b)		(323,443	)
		2,173,678			396,273			(289,518	)		2,280,433
Other property and equipment		18,619			—			—			18,619
Accumulated depreciation		(8,260	)		—			—			(8,260	)
Total other property and equipment		10,359			—			—			10,359
Other assets:
Goodwill		60,606			—			—			60,606
Derivatives		40,269			—			—			40,269
Acquisition deposit		41,000			(41,000	)(a)		—			—
Other		55,298			—			—			55,298
Total other assets		197,173			(41,000	)		—			156,173
Total assets	$	2,525,840		$	358,019		$	(292,620	)	$	2,591,239
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	26,044		$	—		$	—		$	26,044
Accrued liabilities:
Lease operations expense		10,868			638	(a)		—			11,506
Development capital		35,572			—			114	(b)		35,686
Interest		14,766			—			—			14,766
Production, ad valorem, and severance taxes		13,389			247	(a)		—			13,636
Oil purchases		4,028			—			—			4,028
Derivatives		62,113			—			—			62,113
Other		24,302			1,168	(a)		547	(b)		26,017
Total current liabilities		191,082			2,053			661			193,796
Long-term debt		1,201,802			352,265	(a)		(300,068	)(c)		1,253,999
Deferred taxes		268,700			—			—			268,700
Derivatives		35,057			—			—			35,057
Future abandonment cost		29,043			3,701	(a)		(1,709	)(b)		31,035
Other		1,124			—			—			1,124
Total liabilities		1,726,808			358,019			(301,116	)		1,783,711
Stockholders’ equity:
Preferred stock, $.01 par value, 5,000,000 authorized, none issued and outstanding		—			—			—			—
Common stock, $.01 par value, 144,000,000 authorized, 53,126,504 issued and outstanding		532			—			—			532
Additional paid-in capital		460,857			—			—			460,857
Treasury stock, at cost, of 17,809 shares		(392	)		—			—			(392	)
Retained earnings		365,181			—			11,598	(b)		373,677
								(3,102	)(n)
Accumulated other comprehensive loss		(27,146	)		—			—			(27,146	)
Total stockholders’ equity		799,032			—			8,496			807,528
Total liabilities and stockholders’ equity	$	2,525,840		$	358,019		$	(292,620	)	$	2,591,239

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

2

ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2007
(in thousands, except per share amounts)

				Big Horn Acquisition
	Encore			Gooseberry		Elk Basin		Williston		Mid-Continent			Pro Forma			Pro Forma
	Historical			Historical		Historical		Historical		Historical			Adjustments			as Adjusted
Revenues:
Oil	$	82,623		$	2,024	$	10,459	$	21,491	$	(3,327	)(d)	$	—		$	113,270
Natural gas		32,978			—		127		1,357		(10,671	)(d)		—			23,791
Marketing and other		14,941			—		3,575		—		—			—			18,516
Total revenues		130,542			2,024		14,161		22,848		(13,998	)		—			155,577
Expenses:
Production:
Lease operations		30,520			307		1,965		5,737		(2,692	)(d)		—			35,837
Production, ad valorem, and severance taxes		12,515			260		1,262		1,714		(985	)(d)		—			14,766
Depletion, depreciation, and amortization		35,028			—		—		—		—			(6,290	)(e)		41,647
														12,909	(f)
Exploration		11,521			—		—		—		—			(3,314	)(g)		8,207
General and administrative		7,360			—		—		—		—			—			7,360
Derivative fair value loss		45,614			—		—		—		—			—			45,614
Marketing and other operating		17,576			—		3,370		—		(370	)(d)		(19	)(h)		20,655
														98	(i)
Total expenses		160,134			567		6,597		7,451		(4,047	)		3,384			174,086
Operating income (loss)		(29,592	)		1,457		7,564		15,397		(9,951	)		(3,384	)		(18,509	)
Other income (expenses):
Interest		(16,287	)		—		—		—		—			(10,675	)(j)		(22,067	)
														5,169	(k)
														(274	)(l)
Other		431			—		—		—		—			—			431
Total other income (expenses)		(15,856	)		—		—		—		—			(5,780	)		(21,636	)
Income (loss) before income taxes		(45,448	)		1,457		7,564		15,397		(9,951	)		(9,164	)		(40,145	)
Income tax benefit (provision)		16,019			—		—		—		—			(2,042	)(m)		13,977
Net income (loss)	$	(29,429	)	$	1,457	$	7,564	$	15,397	$	(9,951	)	$	(11,206	)	$	(26,168	)
Net loss per common share:
Basic	$	(0.55	)													$	(0.49	)
Diluted	$	(0.55	)													$	(0.49	)
Weighted average common shares outstanding:
Basic		53,077															53,077
Diluted		53,077															53,077

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

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ENCORE ACQUISITION COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2006
(in thousands, except per share amounts)

				Big Horn Acquisition
	Encore			Gooseberry		Elk Basin		Williston		Mid-Continent			Pro Forma			Pro Forma
	Historical			Historical		Historical		Historical		Historical			Adjustments			as Adjusted
Revenues:
Oil	$	346,974		$	12,365	$	63,695	$	108,057	$	(9,903	)(d)	$	—		$	521,188
Natural gas		146,325			—		2,395		7,042		(42,893	)(d)		—			112,869
Marketing and other		147,563			—		3,649		—		—			—			151,212
Total revenues		640,862			12,365		69,739		115,099		(52,796	)		—			785,269
Expenses:
Production:
Lease operations		98,194			3,593		7,435		20,576		(6,927	)(d)		—			122,871
Production, ad valorem, and severance taxes		49,780			1,625		7,839		9,695		(3,893	)(d)		—			65,046
Depletion, depreciation, and amortization		113,463			—		—		—		—			(23,778	)(e)		167,610
														77,925	(f)
Exploration		30,519			—		—		—		—			(6,435	)(g)		24,084
General and administrative		23,194			—		—		—		—			—			23,194
Derivative fair value gain		(24,388	)		—		—		—		—			—			(24,388	)
Marketing and other operating		158,594			—		5,598		—		(1,368	)(d)		(81	)(h)		166,358
														3,102	(n)
														513	(i)
Total expenses		449,356			5,218		20,872		30,271		(12,188	)		51,246			544,775
Operating income (loss)		191,506			7,147		48,867		84,828		(40,608	)		(51,246	)		240,494
Other income (expenses):
Interest		(45,131	)		—		—		—		—			(33,908	)(j)		(67,181	)
														13,503	(k)
														(1,645	)(l)
Other		1,429			—		—		—		—			—			1,429
Total other income (expenses)		(43,702	)		—		—		—		—			(22,050	)		(65,752	)
Income (loss) before income taxes		147,804			7,147		48,867		84,828		(40,608	)		(73,296	)		174,742
Income tax benefit (provision)		(55,406	)		—		—		—		—			(10,102	)(m)		(65,508	)
Net income (loss)	$	92,398		$	7,147	$	48,867	$	84,828	$	(40,608	)	$	(83,398	)	$	109,234
Net income per common share:
Basic	$	1.78														$	2.11
Diluted	$	1.75														$	2.07
Weighted average common shares outstanding:
Basic		51,865															51,865
Diluted		52,736															52,736

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

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ENCORE ACQUISITION COMPANY

Note 1. Basis of Presentation

          The historical financial information is derived from the historical consolidated financial statements of Encore. The unaudited pro forma balance sheet as of March 31, 2007 has been prepared as if the Williston acquisition, the Disposition, and related transactions had taken place on March 31, 2007 (the Big Horn acquisition was completed on March 7, 2007 and therefore included in Encore’s unaudited balance sheet as of March 31, 2007). The unaudited pro forma statement of operations for the year ended December 31, 2006 and for the three months ended March 31, 2007 assumes that the Acquisitions, the Disposition, and related transactions occurred on January 1, 2006 (the Big Horn acquisition was completed on March 7, 2007 and therefore, the operating results from that date through March 31, 2007 are included in Encore’s unaudited statements of operations for the three months ended March 31, 2007). The unaudited pro forma statement of operations for the year ended December 31, 2006 and for the three months ended March 31, 2007 does not include the loss on disposition which would have been approximately $11.6 million if the sale had occurred on March 31, 2007.

Note 2. Pro Forma Assumptions and Adjustments

	We made the following adjustments in the preparation of the unaudited pro forma financial statements:
a)	To record the Williston acquisition for $393.3 million (including estimated transaction costs of approximately $1.2 million) financed with borrowings under Encore’s revolving credit facilities. The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change. Any future adjustments to the allocation of the purchase price are not expected to have a material effect on Encore’s financial condition, results of operations, or cash flows.
	The calculation of the total purchase price and the allocation to the fair value of the Williston assets acquired and liabilities assumed from Anadarko are as follows (in thousands):

Calculation of total purchase price:
Cash paid to Anadarko	$	392,065
Transaction costs		1,200
Total purchase price	$	393,265
Allocation of purchase price to the fair value of net assets acquired:
Accounts receivable	$	2,746
Proved properties, including wells and related equipment		380,139
Unproved properties		16,134
Total assets acquired		399,019
Current liabilities		(2,053	)
Future abandonment cost		(3,701	)
Total liabilities assumed		(5,754	)
Fair value of net assets acquired	$	393,265

b)	Reflects the receipt of net proceeds from the Disposition of $300.1 million, the elimination of the assets and liabilities of the Disposition, the accrual of $3.3 million of transaction costs, and the recognition of the associated loss of approximately $11.6 million.
c)	Reflects the use of net proceeds from the Disposition to repay outstanding borrowings under Encore’s revolving credit facilities.
d)	Reflects the elimination of revenues and direct operating expenses associated with the Disposition.
e)	Reflects the elimination of depletion, depreciation, and amortization of oil and natural gas properties associated with the Disposition.
f)	Reflects the adjustment of additional depletion, depreciation, and amortization of oil and natural gas properties associated with the Acquisitions. Certain plant and pipeline equipment is depreciated on a straight-line basis over

5

ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

	estimated useful lives, which range from three to ten years. The remaining capitalized costs are amortized on a unit-of-production basis over the remaining life of total proved developed reserves or proved reserves, as applicable.
g)	Reflects the elimination of exploration expense of oil and natural gas properties associated with the Disposition.
h)	Reflects the elimination of accretion of discount on amounts accrued for future abandonment costs of the Disposition.
i)	Reflects the accretion of discount on amounts accrued for future abandonment costs of the Acquisitions.
j)	Reflects estimated incremental interest expense associated with borrowings under Encore’s revolving credit facilities to fund the Acquisitions.
k)	Reflects estimated reduction in interest expense associated with the repayment of outstanding borrowings under Encore’s revolving credit facilities with the proceeds from the Disposition.
	Together with the incremental borrowings to fund the Acquisitions, if the LIBOR rate increased 1/8%, we would have incurred an additional $0.6 million in interest expense for the year ended December 31, 2006, and if the rate decreased 1/8%, we would have incurred $0.6 million less. If the LIBOR rate increased 1/8%, we would have incurred an additional $0.1 million in interest expense for the quarter ended March 31, 2007, and if the rate decreased 1/8%, we would have incurred $0.1 million less.
l)	Reflects the amortization of additional debt issuance costs incurred in connection with Encore’s new revolving credit facilities over the term of those facilities. Encore financed the Acquisition through borrowings under its new revolving credit facilities. See “Note 3. Revolving Credit Facilities” for additional discussion.
m)	Reflects estimated incremental income tax provision associated with the additional operating income from the Acquisitions and the elimination of the operating income of Disposition and the pro forma adjustments using a 38.5% and 37.5% incremental tax rate for the three months ended March 31, 2007 and for the year ended December 31, 2006, respectively.
n)	Reflects the bad debt expense associated with accounts receivable of the Disposition that were determined to be uncollectible.

Note 3. Revolving Credit Facilities

     Encore Acquisition Company Senior Secured Credit Agreement

     On March 7, 2007, Encore entered into a five-year amended and restated credit agreement (the “Encore Credit Agreement”) with Bank of America, N.A., as administrative agent and letter of credit issuer, Fortis Capital Corp., and Wachovia Bank, N.A., as co-syndication agents, BNP Paribas and Calyon New York Branch, as co-documentation agents, Banc of America Securities LLC, as sole lead arranger and sole book manager, and other lenders. The Encore Credit Agreement amended and restated Encore’s Amended and Restated Credit Agreement dated as of August 19, 2004, as amended. The Company incurred approximately $6.6 million of debt issuance costs related to the Encore Credit Agreement, which is being amortized to interest expense over the remaining term.

     Encore Energy Partners Operating LLC Credit Agreement

     On March 7, 2007, Encore Energy Partners Operating LLC (“EEPO”), a Delaware limited liability company and indirect wholly owned non-guarantor subsidiary of Encore entered into a five-year credit agreement (the “EEPO Credit Agreement”) with Bank of America, N.A., as administrative agent and letter of credit issuer, and Banc of America Securities LLC, as sole lead arranger and sole book manager, and other lenders. The EEPO Credit Agreement provides for revolving credit loans to be made to EEPO from time to time and letters of credit to be issued from time to time for the account of EEPO or any of its restricted subsidiaries. The Company incurred approximately $1.6 million of debt issuance costs related to the EEPO Credit Agreement, which is being amortized to interest expense over the remaining term.

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ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Pro Forma Earnings (Loss) Per Share

     The following table reflects the pro forma earnings (loss) per share data for the periods indicated:

	Three Months Ended			Year Ended
	March 31,			December 31,
	2007			2006
	(in thousands, except per share data)
Numerator:
Pro forma net income (loss)	$	(26,168	)	$	109,234
Denominator:
Denominator for basic EPS:
Weighted average shares outstanding		53,077			51,865
Effect of dilutive options and diluted restricted stock (a)		—			871
Denominator for diluted EPS		53,077			52,736
Pro forma net income (loss) per common share:
Basic	$	(0.49	)	$	2.11
Diluted	$	(0.49	)	$	2.07

(a) Options to purchase 1,498,202 shares and 190,406 shares of common stock were outstanding but not included in the above calculation of EPS for the three months ended March 31, 2007 and for the year ended December 31, 2006, respectively, because their effect would be antidilutive.

Note 5. Oil & Natural Gas Producing Activities

     There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures. Oil and natural gas reserve engineering is and must be recognized as a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in any exact way, and estimates of other engineers might differ materially from those included herein. The accuracy of any reserve estimate is a function of the quality of available data and engineering, and estimates may justify revisions. Accordingly, reserve estimates are often materially different from the quantities of oil and natural gas that are ultimately recovered. Reserve estimates are integral to management’s analysis of impairments of oil and natural gas properties and the calculation of depletion, depreciation, and amortization on these properties.

     Estimated pro forma net quantities of proved oil and natural gas reserves are as follows as of December 31, 2006:

	Encore							Total Pro
	Historical		Acquisitions		Disposition			Forma
Proved reserves:
Oil (MBbl)		153,434		35,685		(1,465	)		187,654
Natural gas (MMcf)		306,764		19,496		(95,703	)		230,557
Combined (MBOE)		204,561		38,934		(17,416	)		226,079
Proved developed reserves:
Oil (MBbl)		94,246		32,023		(1,271	)		124,998
Natural gas (MMcf)		235,049		18,229		(70,688	)		182,590
Combined (MBOE)		133,421		35,061		(13,052	)		155,430

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ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     The changes in pro forma proved reserves were as follows for 2006:

	Encore Historical									Acquisitions									Disposition									Total Pro Forma
				Natural			Oil						Natural			Oil						Natural			Oil						Natural			Oil
	Oil			Gas			Equivalent			Oil			Gas			Equivalent			Oil			Gas			Equivalent			Oil			Gas			Equivalent
	(MBbl)			(MMcf)			(MBOE)			(MBbl)			(MMcf)			(MBOE)			(MBbl)			(MMcf)			(MBOE)			(MBbl)			(MMcf)			(MBOE)
Balance, December 31, 2005		148,387			283,865			195,698			41,556			23,991			45,555			(1,388	)		(75,339	)		(13,944	)		188,555			232,517			227,309
Acquisitions of minerals-in-place		25			235			64			—			—			—			—			—			—			25			235			64
Extensions and discoveries		3,269			78,861			16,412			422			240			462			(451	)		(40,465	)		(7,195	)		3,240			38,636			9,679
Improved recovery		10,935			941			11,092			—			—			—			—			—			—			10,935			941			11,092
Revisions of estimates		(1,847	)		(33,682	)		(7,461	)		(2,944	)		(3,177	)		(3,475	)		210			12,793			2,341			(4,581	)		(24,066	)		(8,595	)
Production		(7,335	)		(23,456	)		(11,244	)		(3,349	)		(1,558	)		(3,608	)		164			7,308			1,382			(10,520	)		(17,706	)		(13,470	)
Balance, December 31, 2006		153,434			306,764			204,561			35,685			19,496			38,934			(1,465	)		(95,703	)		(17,416	)		187,654			230,557			226,079

     Reserves for the Acquisitions as shown in the above table includes Big Horn and Williston. Reserves for Big Horn as of December 31, 2005 are derived from unaudited footnotes to the Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations and the Anadarko Gooseberry Operations. Reserves for Williston as of December 31, 2006 and 2005 as shown in the table above are derived from unaudited footnotes to the Statements of Revenues and Direct Operating Expenses of the Anadarko Williston Operations. Reserves for Big Horn as of December 31, 2006 as shown in the table above were estimated by our internal engineering staff. These reserve amounts for Big Horn as of December 31, 2006 differ from the reserves at December 31, 2006 included in the unaudited footnotes to the Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations and the Anadarko Gooseberry Operations. Proved reserves and future net revenues as of December 31, 2006 and 2005 were estimated in accordance with the standards of the Securities and Exchange Commission Regulation S-X, Rule 4-10 (a). Differences in the two reserves estimates are based on the following reasons. Future forecasts of production volumes and future net revenues as of December 31, 2005 were based on the prevailing direct operating expenses, field performance and market pricing conditions combined to calculate an economic life for the properties. As of December 31, 2006, the prevailing economic environment changed, including direct operating expenses, field performance and market pricing conditions, leading to a different forecast of the economic life for the properties. The combination of these changes has resulted in a reduction to reserves. The amounts by which these reserve estimates differ at December 31, 2006 has been included as a revision of quantity estimates in the above table. The decrease in reserves attributable to revisions can be attributed to (1) different expectations as to future decline rates and the resultant property lives, (2) available time to perform engineering analysis required before undeveloped reserves can meet the criteria for being considered proved, (3) availability of geographical and/or geophysical information for the properties, (4) overall familiarity with the properties and availability of reliable data needed to calculate expected future yield of natural gas liquids, (5) differing expectations regarding the number of years over which liquids extraction is expected to be profitable and therefore the total volume of liquids included in reserves, and (6) noticeably lower natural gas prices at December 31, 2006 as compared to at December 31, 2005.

     The pro forma standardized measure of discounted estimated future net cash flows was as follows as of December 31, 2006:

	Encore Historical			Acquisitions			Disposition			Total Pro Forma
	(in thousands)
Net future cash inflows	$	9,291,007		$	1,903,729		$	(514,223	)	$	10,680,513
Future production costs		(3,803,000	)		(735,306	)		154,177			(4,384,129	)
Future development costs		(371,396	)		(42,693	)		61,864			(352,225	)
Future income tax expense		(1,499,290	)		(247,902	)		60,912			(1,686,280	)
Future net cash flows		3,617,321			877,828			(237,270	)		4,257,879
10% annual discount		(2,155,514	)		(403,122	)		125,341			(2,433,295	)
Standardized measure of discounted estimated future net cash flows	$	1,461,807		$	474,706		$	(111,929	)	$	1,824,584

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ENCORE ACQUISITION COMPANY

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

     The primary changes in the pro forma standardized measure of discounted estimated future net cash flows were as follows for 2006:

	Encore Historical			Acquisitions			Disposition			Total Pro Forma
	(in thousands)
Standardized measure, beginning of year	$	1,918,471		$	475,719		$	(180,614	)	$	2,213,576
Net change in sales price and production costs		(634,033	)		210,678			100,220			(323,135	)
Acquisitions of minerals-in-place		539			—			—			539
Extensions, discoveries, and improved recovery		141,211			10,478			(46,732	)		104,957
Revisions of quantity estimates		(62,615	)		(98,309	)		25,528			(135,396	)
Sales, net of production costs		(340,036	)		(136,998	)		29,973			(447,061	)
Development costs incurred during the year		253,484			36,271			—			289,755
Accretion of discount		191,847			60,284			(18,061	)		234,070
Change in estimated future development costs		(185,212	)		(27,073	)		40,370			(171,915	)
Net change in income taxes		248,491			11,617			—			260,108
Change in timing and other		(70,340	)		(67,961	)		(62,613	)		(200,914	)
Standardized measure, end of year	$	1,461,807		$	474,706		$	(111,929	)	$	1,824,584

     The changes in standardized measure related to Acquisitions in the above table includes Big Horn and Williston. The changes in standardized measure for Big Horn differs from the amounts disclosed in an unaudited footnote to the Statements of Revenues and Direct Operating Expenses of the Anadarko Elk Basin Operations and the Anadarko Gooseberry Operations due to differences in estimated proved reserves at December 31, 2006 as described above.

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