EXHIBIT 99.1 ------------ - -------------------------------------------------------------------------------- WESTERN OIL SANDS 2007 INTERIM REPORT for the three-month period ended June 30 TO OUR SHAREHOLDERS - -------------------------------------------------------------------------------- Western Oil Sands Inc. ("Western") announced today its financial and operating results for the second quarter of 2007. Western generated net revenue of $187.3 million, EBITDAX of $98.4 million, cash flow from operations of $82.7 million ($0.51 per share) and net earnings of $87.5 million ($0.54 per share) in the second quarter of 2007. Net earnings included $39.2 million ($32.3 million net of tax) in net unrealized foreign exchange and risk management (mark-to-market) gains. For the second quarter of 2007, production averaged 30,652 barrels per day compared to 15,540 barrels per day in the second quarter of 2006. This significant year-over-year increase is due in part to the impact of the full plant turnaround which occurred in the second quarter of 2006. Compared to the prior year period, Western's financial performance during the second quarter of 2007 was positively impacted by an increase in production, offset in part by lower crude oil price realizations stemming from an eight per cent drop in West Texas Intermediate ("WTI") prices, the further strengthening of the Canadian dollar relative to the US dollar and the widening of the heavy crude oil differential offset in part by a lighter crude oil sales mix. HIGHLIGHTS o Western successfully closed a new $805 million Revolving Credit Facility ("Credit Facility"). The Credit Facility was arranged by RBC Capital Markets with a syndicate of leading financial institutions and replaced Western's existing $340 million Revolving Credit Facility. This Credit Facility represents a fundamental component of Western's financing plan as we execute on our growth strategy. o Western was active with respect to in-situ lease acquisitions during the quarter with the purchase of Leases 418 and 419, both of which are contiguous to our existing in-situ leases. Western's operated in-situ acreage position has now grown to approximately 26,000 acres and we will continue to make opportunistic decisions to add to our asset base over time. Over the balance of the year, Western will be assessing the resource potential associated with our in-situ project as well as the Ells River Project with the assistance of independent evaluators. These results will be communicated as part of our year-end reporting requirements. o The Joint Venture Owners continue to make progress on Expansion 1 of the AOSP. Construction and engineering of both the upstream and downstream components remain on budget and on schedule with first oil production anticipated in the fall of 2010. Several of the large vessels have arrived at the Scotford Upgrader site while key foundation and infrastructure groundwork is well underway at the Mine. o Effective August 1, 2007, Mr. Robert Theriault joins WesternZagros Resources Inc. ("WesternZagros"), our wholly-owned subsidiary, as Senior Vice President, Engineering and Operations. Robert will be instrumental in overseeing engineering and operations in Kurdistan. He brings over 30 years of international and domestic experience in upstream and midstream oil and gas operations, including senior management responsibilities for exploration, production and development. With the addition of Robert and other recent new employees in geophysical, geotechnical and operations disciplines, Western has developed a stand-alone organization for its Kurdistan initiative. This team will continue to be enhanced as exploration and development activities progress. MANAGEMENT'S DISCUSSION AND ANALYSIS The following discussion of financial condition and results of operations was prepared as of July 24, 2007 and should be read in conjunction with the Interim Unaudited Consolidated Financial Statements for the periods ended June 30, 2007 and 2006 and the Audited Consolidated Financial Statements at December 31, 2006 included in the Annual Report. It offers Management's analysis of the financial and operating results of Western Oil Sands Inc. ("Western") and contains certain forward-looking statements relating, but not limited, to our operations, anticipated financial performance, business prospects and strategies. Forward-looking information typically contains statements with words such as "anticipate", "estimate", "expect", "potential", "could", or similar words suggesting future outcomes. We caution readers and prospective investors of the Company's securities not to place undue reliance on forward-looking information as by its nature, it is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by Western. These risks include, but are not limited to, risks of commodity prices in the marketplace for crude oil and natural gas; risks associated with the extraction, treatment and upgrading of mineable oil sands deposits; size and scope of expansions; risks surrounding the level and timing of capital expenditures required to fulfill the Project's growth strategy; risks of financing these growth initiatives at commercially attractive levels; risks of being unable to participate in expansions and corresponding loss of voting rights in the Athabasca Oil Sands Project ("AOSP"); risks relating to the execution of the Project's optimization strategy; risks involving the uncertainty of estimates involved in the reserve and resource estimation process and ore body configuration/geometry, uncertainty in the assessment of asset retirement obligations, uncertainty in the estimation of future income taxes, uncertainty in the estimation of stock-based compensation and employee future benefits and uncertainty in treatment of capital for royalty purposes; risks surrounding health, safety and environmental matters; risk of foreign exchange rate fluctuations; risks and uncertainties associated with securing the necessary regulatory approvals for expansion initiatives; risks surrounding major interruptions in operational performance; and risks associated with identifying, negotiating and completing our other business development activities, both those that relate to oil sands activities and those that do not, either domestically or abroad. Risks associated with our international initiatives include, but are not limited to, political and economic conditions in the countries in which we intend to operate, risks associated with acts of insurgency or terrorism, changes in market conditions, political risks, including changes in law or government policy, the risks associated with negotiating with foreign governments and risks generally associated with international activity. For additional information relating to the risks and uncertainties facing Western, refer to Western's Annual Information Form for the year ended December 31, 2006 which is available on SEDAR at www.sedar.com. HIGHLIGHTS Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ---------------------------------------------------------------------------------------------------------------------------------- Operating Data (bbls/d) Bitumen Production 30,652 15,540 31,48 20,714 Synthetic Crude Sales 40,250 22,614 40,402 29,861 Operating Expense per Processed Barrel ($/bbl) 24.92 62.50 24.49 40.24 Financial Data ($ thousands, except as indicated) Net Revenue 187,339 95,633 366,579 234,881 Realized Crude Oil Sales Price ($/bbl) (1)(2) 64.79 6 6.48 61.65 59.56 EBITDAX (1)(3) 98,428 (8,199) 179,512 53,901 Turnaround Costs - 34,899 - 34,899 Cash Flow from Operations (4) 82,737 (20,833) 145,728 26,887 Cash Flow per Share - Basic ($/Share) (1)(5) 0.51 (0.13) 0.90 0.17 Net Earnings (Loss) (6) 87,480 (22,962)(9) 119,114 (47,795)(9) Net Earnings (Loss) Per Share - Basic ($/Share) 0.54 (0.14)(9) 0.74 (0.30)(9) Diluted - ($/Share) 0.54 (0.14)(9) 0.73 (0.30)(9) Net Capital Expenditures (7) 166,452 55,828 326,963 91,159 Long-term Financial Liabilities (8) 736,101 661,499 736,101 661,499 Weighted Average Shares Outstanding - Basic (Shares) 161,646,025 161,070,149 161,570,073 160,848,345 ================================================================================================================================== (1) Please refer to page 14 for the discussion of Non-GAAP financial measures. (2) Realized Crude Oil Sales Price ($/bbl) is calculated as Oil Sands Revenue less any transportation costs, net of hedging activities, divided by total Synthetic Crude Sales for the period. Please refer to page 4 for the calculation. (3) Earnings before interest, taxes, depreciation, depletion, amortization, stock based compensation, accretion on asset retirement obligation, risk management and foreign exchange as calculated on page 11. (4) Cash flow from operations is expressed before changes in non-cash working capital. (5) Cash flow per share is calculated as cash flow from operations divided by weighted average common shares outstanding, basic. (6) Western has not paid dividends in any of the above referenced periods. (7) Net Capital Expenditures are capital expenditures net of any insurance proceeds received during the period. (8) Long-term financial liabilities includes long-term debt, option premium liability and lease obligations. (9) Amounts restated to reflect changes in accounting treatment for stock based compensation under EIC-162. Operating Results - -------------------------------------------------------------------------------- Production During the second quarter of 2007, Western's net bitumen production averaged 30,652 barrels per day, nearly double the average 15,540 barrels per day recorded in the second quarter of 2006. This substantial increase is predominantly due to the impact of ceasing the entire operation for the first full plant turnaround which occurred in the second quarter of 2006. Compared to the first quarter of 2007, second quarter production decreased by approximately five per cent. This slight decrease is mainly due to planned and minor unplanned outages during the quarter. Planned outages resulted from unit tie-ins including the new closed loop water cooling plant at the Mine which is expected to increase the operational efficiency. There was also a planned outage at the Mine resulting from the power tie-in of another oil sands project to the electricity grid. Revenue NET REVENUE Three Months Ended June 30 Six Months Ended June 30 ($ thousands, except as indicated) 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------------------ Revenue Oil Sands (1) 237,451 137,095 451,009 322,450 Marketing and Transportation 103,978 28,632 194,709 51,037 Total Revenue 341,429 165,727 645,718 373,487 - ------------------------------------------------------------------------------------------------------------------ Purchased Feedstocks and Transportation Oil Sands 50,457 41,904 85,287 88,109 Marketing and Transportation 103,633 28,190 193,852 50,497 Total Purchased Feedstocks and Transportation 154,090 70,094 279,139 138,606 - ------------------------------------------------------------------------------------------------------------------ Net Revenue Oil Sands (1) 186,994 95,191 365,722 234,341 Marketing and Transportation 345 442 857 540 Total Net Revenue 187,339 95,633 366,579 234,881 - ------------------------------------------------------------------------------------------------------------------ Synthetic Crude Sales (bbls/d) 40,250 22,614 40,402 29,861 Realized Crude Oil Sales Price ($/bbl) (2) 64.79 66.48 61.65 59.56 ================================================================================================================== (1) Oil Sands Revenue and Net Revenue are presented net of Western's hedging activities. (2) Realized Crude Oil Sales Price ($/bbl) is calculated as Oil Sands Revenue less any transportation costs divided by total Synthetic Crude Sales for the period. For the three months ended June 30, 2007, $0.1 million (Q2-2006 -$0.3 million) has been incurred for transportation costs related to Oil Sands. Western more than doubled its crude oil sales revenue to $341.4 million in the second quarter of 2007 compared to $165.7 million in the prior year period. Crude oil sales revenue during the quarter included $237.5 million from the sale of proprietary production compared to $137.1 million in the second quarter of 2006. The significant increase in revenue compared to the prior year period is a result of lower production levels associated with the full plant turnaround which in turn impacted revenue, offset in part by lower per barrel realized sales prices due to a widening of the heavy crude oil differential and a strengthening of the Canadian dollar relative to the US dollar by over two cents. Western generated net revenue of $187.3 million in the second quarter of 2007, after considering the impact of purchased feedstocks and transportation costs downstream of Edmonton. By comparison, net revenue of $95.6 million was recorded in the second quarter of 2006. Feedstocks are crude oil products introduced into the hydrocracking/hydrotreating process and blendstocks introduced into synthetic crude oil products. The cost of these feedstocks varies with world oil markets and the spread between heavy and light crude oil prices. Oil sands sales volumes, which include bitumen and purchased feedstocks, averaged 40,250 barrels per day in the second quarter of 2007 compared to 22,614 barrels per day in the second quarter of 2006. This significant increase is largely due to the lower activity in the second quarter of 2006 due to the full plant turnaround. During the second quarter of 2007, WTI crude oil averaged US$65.03 per barrel, representing a 12 per cent increase over the first quarter of 2007 but an eight per cent decrease compared to the prior year period. Edmonton PAR prices increased seven per cent in the second quarter of 2007 compared to the first quarter of 2007. This increase corresponds to a similar increase in WTI prices over the comparable time period, however, not to the same magnitude due to the strengthening of the Canadian dollar relative to the US dollar. As Western measures its blended differential to Edmonton PAR, the strengthening of the US/Cdn exchange rate reduces overall sales price realizations. Western's blended realized crude oil sales price was $64.79 per barrel in the second quarter of 2007 compared to $66.48 per barrel in the prior year period. Sales price realizations increased by $6.30 per barrel from the first quarter of 2007. Compared to the prior year period, the heavy crude oil differential as a percentage of WTI widened to approximately 33 per cent (US$21.00) from 26 per cent (US$18.00). Consequently, Western received a lower netback on its share of heavy crude oil production from the Project. The heavy crude oil differential as a percentage of WTI narrowed in the prior year period as a result of reduced demand for Canadian heavy crude oil by US refineries as many of them were undertaking normal maintenance programs and turnarounds; however, the heavy crude oil differential remained relatively unchanged compared to the first quarter of 2007. The impact of the wider heavy crude oil differential on Western's blended sales price differential was more than offset by the production of a lighter overall sales mix. Over the last several quarters, the Project has continued to make improvements on the conversion process at the Upgrader as capital is deployed to improve efficiency and availability. This results is a narrower Western sales price differential. Combined with external market forces which increased the price Western receives on its Premium Albian Synthetic ("PAS") stream, Western achieved its lowest blended differential as a percentage of Edmonton PAR since the commencement of operations. Operating Costs Western reported cash operating costs of $24.92 per processed barrel for the second quarter of 2007. Unit operating costs in the quarter reflect the combined effect of lower production volumes relative to the first quarter of 2007 as well as decreased natural gas prices. In addition, higher expenditures on contract services for maintenance at the Mine and wage escalation also contributed to higher operating costs during the quarter. By comparison, operating costs were $24.07 per processed barrel for the first quarter of 2007 and $39.44 for the second quarter of 2006 excluding the costs of the turnaround, but considering significantly lower volumes. Approximately 70 to 75 percent of the operating cost structure is fixed for the AOSP, therefore, volume variances account for significant fluctuations in reported unit costs. Compared to the first quarter of 2007, unit operating costs remained relatively consistent as decreases in natural gas prices were essentially offset by lower economies of scale caused by lower production levels. OPERATING COSTS Three Months Ended June 30 Six Months Ended June 30 ($ thousands, except as indicated) 2007 2006 2007 2006 - -------------------------------------------------------------------------------------------------------------------- Operating Expenses For Bitumen Sold Operating Expense - Income Statement 69,229 54,588 139,507 118,518 Operating Expense - Inventoried 4,449 5,114 4,688 3,483 Turnaround Costs - Income Statement - 34,899 - 34,899 - -------------------------------------------------------------------------------------------------------------------- Total Operating Expenses For Bitumen Sold 73,678 94,601 144,195 156,900 ==================================================================================================================== Sales (barrels per day) Total Synthetic Crude Sales 40,250 22,614 40,402 29,861 Purchased Upgrader Blend Stocks (7,760) (5,980) (7,878) (8,321) - -------------------------------------------------------------------------------------------------------------------- Synthetic Crude Sales Excluding Blend Stocks 32,490 16,634 32,524 21,540 - -------------------------------------------------------------------------------------------------------------------- Operating Expenses Per Processed Barrel ($/bbl) (1) 24.92 62.50 24.49 40.24 Operating Expenses Per Processed Barrel Excluding Turnaround Costs ($/bbl) (2) 24.92 39.44 24.29 31.29 ==================================================================================================================== (1) Operating Expenses Per Processed Barrel ($/bbl) is calculated as Total Operating Expenses For Bitumen Sold divided by Synthetic Crude Sales Excluding Blend Stocks. The above table calculates operating expenses per processed barrel on the basis of the operating costs that are associated with the synthetic crude sales, excluding purchased blendstocks, for the relevant period. The calculation recognizes that, intrinsic in the Project's operations, bitumen production from the Mine receives an approximate three per cent uplift as a result of the hydrotreating/hydroconversion process, which is included in synthetic crude sales excluding blendstocks. Royalties Royalties of $1.2 million were recorded in the second quarter of 2007 compared to $0.7 million in the second quarter of 2006. This year-over-year increase was due to the lower production associated with the full turnaround in the second quarter of 2006 offset in part by lower deemed bitumen royalty prices. Compared to the first quarter of 2007, royalty expenditures are comparable as lower production levels were offset by higher deemed bitumen prices. Royalties are calculated at one per cent of the gross revenue from the bitumen produced (based on its deemed value prior to upgrading) until recovery of all capital costs associated with the Muskeg River Mine, together with a return on capital equal to the Government of Canada's federal long-term bond rate. After full Muskeg River Mine capital cost recovery, the royalty is calculated as the greater of one per cent of the gross revenue on the bitumen produced or 25 per cent of the net revenue on the bitumen produced based on deemed bitumen prices. Western anticipates a conversion to the 25 per cent of net bitumen revenues in July 2007 until such time as the AOSP's Expansion 1 royalties submission is reviewed and ruled upon. Should the royalty submission be successful then retroactive adjustment to the royalty rate will be made. Ultimately, Western assumes that additional capital incurred to construct future expansions will be added to the capital base for royalty purposes, extending our royalty horizon in the absence of any legislative amendments to the royalty regime. The Alberta government announced a review of the oil and gas royalties including oil sands. A panel has been selected and recommendations will be submitted to the government by August 31, 2007. Western, along with industry through their representation in the Canadian Association of Petroleum Producers ("CAPP"), is actively participating in the review process in order to present the opportunities, challenges, and economics associated with oil sands development today and in the future. Corporate Results - -------------------------------------------------------------------------------- Research, Business Development and Other Expense Western incurred $11.7 million in research, business development and other expenses in the second quarter of 2007, $6.3 million of which relates specifically to AOSP-related research and development projects. The $11.7 million compares to $7.7 million recorded for the prior year period. The increase is the result of additional efforts in research and business development surrounding heavy minerals and field upgrading technologies in addition to increased allocations of corporate general and administrative expenses associated with business teams focused on our Kurdistan oil opportunity and in-situ (Western-operated and Chevron Ells River) initiatives. General and Administrative Expense General and administrative expenses ("G&A") were $5.6 million for the second quarter of 2007, net of allocations to Kurdistan and in-situ divisions, compared to $5.3 million (restated for EIC-162 treatment for stock-based compensation) for the second quarter of 2006. G&A reported for the second quarter of 2006 was restated by $2.1 million with the adoption of EIC 162. Moderate increases in G&A levels are due to inflationary pressures. Western allocates a portion of its G&A expenses that are directly related to our Kurdistan opportunity and in-situ initiatives to Research and Business Development, as explained above. Insurance Expense Insurance expenses were $3.3 million in the second quarter of 2007 compared to $2.7 million in the second quarter of 2006. Insurance expenses were higher compared to the prior year period due to additional premiums associated with increased levels of coverage, offset by the strengthening of the US/Cdn exchange rate as the premiums are paid in US dollars but reported for financial statement purposes in Canadian dollars. Interest Expense During the second quarter of 2007, financing charges totaled $15.1 million, of which $8.1 million represents capitalized interest relating to Expansion 1. Capitalized interest will increase in the future as we expect to employ a combination of cash flow and debt financing to fund our share of the capital costs of Expansion1. Total financing charges represents a 20 per cent increase from the $12.5 million incurred for financing charges in the second quarter of 2006. Interest expense for the three months ended June 30, 2007 is comprised of $12.9 million (Q2-2006 - $10.9 million) related to interest charges on debt obligations, $0.7 million (Q2-2006 - $0.6 million) on capital lease obligations, $0.9 million (Q2-2006 - $0.9 million) on the option premium liability and $0.6 million (Q2-2006 - nil) for amortization of debt financing costs. The option premium liability relates to Western's strategic crude oil risk management program implemented in the third quarter of 2005, and the deferral of the premiums associated with the put and call options purchased and sold, respectively. Imbedded in the prices of the deferred options is a financing charge which is reported as interest expense. The 20 per cent increase in total financing charges compared to the second quarter of 2006 is primarily a function of Western carrying larger balances in its Revolving Credit Facility associated with funding our share of capital costs for Expansion 1. This increase was partially offset by the strengthening of the US/Cdn exchange rate, thereby reducing interest charges on our US denominated Notes which are reported in Canadian dollars. Financing charges increased by $0.5 million in the second quarter of 2007 compared to the first quarter of 2007 due to higher levels of debt partially offset by a strengthening of the US/Cdn exchange rate. Western's total interest charges will increase over the balance of 2007, and over the next several years, as we continue to fund our share of the anticipated capital costs through a combination of cash flow from operations and incremental borrowings. Western will continue to assess our funding requirements for our capital programs and revise our financing plan accordingly as part of our normal course business. Western's new $805 million Revolving Credit Facility (the "Credit Facility") represents a key component of our financing plan for Expansion 1 as well as future AOSP expansions and other key initiatives. Interest rates charged pursuant to the Credit Facility are a function of external credit rating agencies' assessment of the Credit Facility with spreads ranging from nil to 145 basis points. Depreciation, Depletion and Amortization Depreciation, depletion and amortization ("DD&A") totaled $12.7 million for the second quarter of 2007 compared to $6.8 million in the second quarter of 2006. Since the majority of DD&A depends on production levels, the second quarter of 2006 was lower due to the impact of the full plant turnaround. Incremental reserves associated with Expansion 1 will not be included in the depreciation rate until the assets associated with this expansion commence operations which is anticipated in 2010. Foreign Exchange During the second quarter of 2007, Western reported a foreign exchange gain of $41.4 million compared to a gain of $25.8 million in the second quarter of 2006. This gain is the result of a strong Canadian dollar relative to the US dollar at the end of the quarter compared to the month-end rate at the end of the first quarter of 2007, and it results in a lower Canadian equivalent amount on Western's US$450 million long-term debt and deferred option premium liability. Over the quarter, the Canadian dollar has appreciated over seven cents relative to the US dollar. As reference points, the noon-day foreign exchange rate on June30, 2007 was $0.9404 US/Cdn compared to $0.8674 US/Cdn on March 31, 2007 and $0.8969 US/Cdn on June 30, 2006. The average rate for the second quarter of 2007 was $0.9106 US/Cdn compared to $0.8912 US/Cdn for the prior year period and $0.8537 US/Cdn for the first quarter of 2007. Risk Management Activities Western paid $5.9 million in option premiums during the second quarter of 2007 associated with its strategic crude oil hedging program implemented in the fall of 2005. In the second quarter crude oil traded within the band of US$52.42 to US$92.41 per barrel established by the pay-collar structure and therefore no additional amounts were paid or received. Premiums are funded by cash flow from operations and incurred on a monthly basis as a result of Western's decision to defer the premiums at the time of the original execution. Western is not utilizing hedge accounting treatment under Canadian GAAP for this program and, as a result, certain mark-to-market adjustments flow through our financial statements. These adjustments are created from the changes in the fair market value of the financial instruments employed over the time period in question. For the quarter ended June 30, 2007, Western's risk management assets decreased in value from the amount recorded as at March 31, 2007. This resulted in a mark-to-market loss of $6.4 million ($8.0 million net of tax) primarily due to the strengthening in WTI prices during the quarter partially offset with less time value associated with the options as they approach maturity. This loss does not impact stated cash flow from operations. Three Months Ended June 30 Six Months Ended June 30 (Unaudited) ($ thousands) 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------------------ Risk Management Asset - Beginning of Period 7,151 30,702 26,308 98,426 Decrease in Fair Value (6,438) (44,478) 25,595 (112,202) - ------------------------------------------------------------------------------------------------------------------ Risk Management Asset (Liability) - End of Period 713 (13,776) 713 (13,776) Less: Current Portion (1) 1,654 (1,644) 1,654 (1,644) - ------------------------------------------------------------------------------------------------------------------ Risk Management Liability - Long-term Portion (941) (12,132) (941) (12,132) ================================================================================================================== (1) Current portion represents the fair value of the risk management program that expires within the next 12 months. Income Taxes In the second quarter of 2007, Western recorded income tax expense of $23.8 million compared to an income tax recovery of $25.5 million during the same period last year. The recovery in the second quarter of 2006 largely resulted from the turnaround and risk management losses. The expense for the second quarter of 2007 was primarily the result of increased profitability due to increased production levels and the absence of turnaround costs partially offset by the federal income tax rate reduction passed by the House of Commons on June 12, 2007. During the first quarter of 2007, the Canadian Federal Government announced its intent to phase out the Accelerated Capital Cost Allowance ("ACCA") which previously allowed oil sands companies to claim a higher amount against taxable income than normally permitted for assets of this nature. Western anticipates that capital associated with base operations and Expansion 1 will be included in the ACCA pool with the ability to claim in excess of 25 per cent, subject to the extent of taxable income from that operation. The impact of tax classification with respect to ACCA for Expansions 2 and beyond is uncertain at thistime. Net Earnings During the second quarter of 2007, Western reported net earnings of $87.5 million ($0.54 per share) compared to a net loss of $23.0 million ($0.14 per share) in the second quarter of 2006. Net earnings in the second quarter of 2007 included the impact of $6.4 million ($8.0 million net of tax including the impact of removing $5.9 million of tax deductible option premiums paid in the quarter) in risk management losses, in addition to $41.4 million ($37.4 million net of tax) in foreign exchange gains on our US dollar denominated debt and option premium liability. Three Months Ended June 30 Six Months Ended June 30 ($ thousands) 2007 2006 2007 2006 - -------------------------------------------------------------------------------------------------------------- Net Earnings (Loss) 87,480 (22,962) 119,114 (47,795) After Tax Impact of: Add (Deduct): Unrealized Risk Management Loss 7,960 33,683 23,210 78,386 Unrealized Foreign Exchange Gain (40,232) (24,001) (44,518) (23,472) Net Earnings Excluding Unrealized Gain (Loss) 55,208 (13,280) 97,806 7,119 - -------------------------------------------------------------------------------------------------------------- Net Earnings Excluding Unrealized Gain (Loss) Per Share ($) Basic 0.34 (0.08) 0.60 0.04 Diluted 0.34 (0.08) 0.60 0.04 ============================================================================================================== The following table provides the reconciliation between Net Earnings (Loss), Cash Flow from Operations (before changes in non-cash working capital) and EBITDAX: RECONCILIATION: NET EARNINGS (LOSS) TO EBITDAX Three Months Ended June 30 Six Months Ended June 30 ($ thousands) 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------------------------------ (restated) (restated) Net Earnings (Loss) Attributable to Common Shareholders 87,480 (22,962) 119,114 (47,795) Add (Deduct): Depreciation, Depletion and Amortization 12,712 6,820 25,762 17,366 Accretion on Asset Retirement Obligation 339 156 677 311 Amortization of Financing Charges 553 - 1,289 - Stock-based Compensation 2,044 2,068 4,132 7,117 Unrealized Foreign Exchange Gain (45,602) (27,310) (51,917) (26,674) Unrealized Risk Management Loss 6,438 44,478 25,595 112,202 Future Income Tax Expense (Recovery) 23,790 (24,948) 35,541 (35,331) Interest Expense on Option Premium Liability 867 934 1,517 1,886 Cash Settlement on Performance Share Units - (28) (3,806) (2,104) Cash Settlement on Option Premium Liability (5,884) - (12,176) - Cash Settlement on Asset Retirement Obligation - (91) - (91) - ------------------------------------------------------------------------------------------------------------------------------ Cash Flow From Operations, Before Changes in Non-Cash Working Capital 82,737 (20,883) 145,728 26,887 Add: Interest (excluding interest on Option Premium Liability, Capitalized Interest and amortization of financing costs) 5,590 11,598 13,151 23,675 Realized Foreign Exchange Loss (Gain) 4,217 1,551 4,754 1,285 Realized Risk Management Gain - - (120) - Current Taxes - (584) 17 (141) Cash Settlement on Performance Share Units - 28 3,806 2,104 Cash Settlement on Option Premium Liability 5,884 - 12,176 - Cash Settlement on Asset Retirement Obligation - 91 - 91 - ------------------------------------------------------------------------------------------------------------------------------ EBITDAX 98,428 (8,199) 179,512 53,901 ============================================================================================================================== EBITDAX (Earnings before Interest, Taxes, Depreciation, Depletion, Amortization, Stock-based Compensation, Accretion on Asset Retirement Obligation, Foreign Exchange and Risk Management) was $98.4 million for the second quarter of 2007, representing a thirteen-fold increase over the $8.2 million EBITDAX loss recorded for the second quarter of 2006. This increase is due in large part to the impact of the full plant turnaround during the second quarter of 2006. Second quarter 2007 EBITDAX increased $17.3 million compared to the first quarter of 2007 and is largely the result of improved sales price realizations from the prior quarter, partially offset by lower production stemming from planned maintenance events. Cash flow from operations before changes in non-cash working capital ("cash flow from operations") was $82.7 million for the second quarter of 2007 compared to a cash use of $20.9 million in the prior year period. Second quarter 2007 cash flow from operations increased $19.7 million over the first quarter of 2007. This increase is again the result of higher sales price realizations due to higher over WTI prices together with the production of a lighter sales mix partially offset by lower production levels. Financial Position - -------------------------------------------------------------------------------- Bank Debt During the second quarter of 2007, Western successfully implemented a new $805 million Revolving Credit Facility which replaces the $340 million Revolving Credit Facility. The term of the new Credit Facility is initially five years which can be extended annually at the discretion of the lenders. It has been rated BBB by Standard & Poor's ("S&P") and Ba2 by Moody's Investor Services ("Moody's"). S&P had previously upgraded the rating on Western's US$450 million Notes ("Notes") to BBB, while Moody's upgraded the Notes to Ba2 as part of their rating of the Credit Facility. Western's improved credit profile is reflected in these upgraded ratings as we continue to move towards a corporate investment grade classification. During the quarter, Western drew an additional $85 million on its credit facilities, bringing the outstanding drawn balance to $214 million as at June 30, 2007. Additional amounts drawn were used to partially fund Western's share of capital expenditures for Expansion 1 during the quarter. With the new Credit Facility in place, as at June 30, 2007, the undrawn capacity of the Credit Facility totaled $591 million, excluding amounts allocated to letters of credit. Western's debt to total capitalization as at June 30, 2007 decreased slightly to 47 per cent from 49 per cent largely due to the benefit associated with a significant strengthening of the US/Cdn exchange rate. Western anticipates the extent of leverage will increase as we continue to fund our share of capital expenditures for Expansion 1, together with our other key growth initiatives, through a combination of cash flow from operations and incremental borrowings. Capital Expenditures Western's capital expenditures totaled $166.5 million in the second quarter of 2007 compared to $55.8 million for the comparable period in 2006. Capital expenditures in the second quarter of 2007 included $11.4 million for base operations, $5.0 million for sustaining capital, $134.9 million for expansion related capital including capitalized interest, $6.0 million related to Kurdistan, $4.3 million for Western's in-situ initiatives and $4.9 million for other minor corporate expenditures. Corporate expenditures primarily relate to capitalized legal costs associated with Western's Section IV insurance arbitration proceedings. Analysis of Cash Resources Cash balances totaled $4.4 million at June 30, 2007 compared to $6.0 million at June 30, 2006. Cash inflows included: $82.7 million in cash flow from operations, $85.0 million from Credit Facility drawdowns and $1.3 million from the exercise of employee stock options. Cash outflows included: capital expenditures of $166.5 million, $3.4 million for deferred charges and $0.3 million repayment of obligations under capital lease. There was a negligible change in working capital during the second quarter of 2007. Reductions to working capital included a $3.8 million increase in accounts receivable and a $2.4 million reduction in accounts payable. These changes were essentially offset by a $4.1 million reduction in inventory and a $2.1million decrease in prepaid expenses. The increase in accounts receivable is the result of higher sales price realizations. The reduction in accounts payable primarily relates to only two months of accrued interest on Western's US dollar long-term notes being included at June 30, 2007 versus five months of accrued interest at March 31, 2007. Insurance Claims There were no new significant developments during the second quarter of 2007 with respect to Western's ongoing arbitration proceedings concerning the Cost Overrun and Project Delay insurance policy, known as Section IV. Western anticipates that formal arbitration hearings will commence in September 2007. Amounts owing under all Western's insurance claims total $244 million as of June 30, 2007 not including interest and ongoing costs which could add significantly to the balance to be considered by the arbitration panel. Flow-Through Shares As communicated during 2006, the Canada Revenue Agency ("CRA") proposed to challenge the characterization of certain expenditures capitalized as Canadian Exploration Expense ("CEE") which were incurred in 2001 and 2002 and renounced to subscribers of the flow-through share offerings equaling $29.2 million in 2001 and $19.5 million in 2002. Western has yet to be formally reassessed and continues to work with the other Joint Venture Owners to seek resolution of this potential challenge. If the CRA is successful in assessing a change in the characterization of these expenditures, the resulting reduction would impact Western's obligations under the indemnity provisions in the subscription agreements for the flow-through shares and, in turn, would impact Western's reported results. Outlook for the Remainder of 2007 - -------------------------------------------------------------------------------- Western anticipates its share of production from the AOSP to average approximately 31,000 to 34,000 barrels per day in 2007 based on production performance for the first half of 2007. Western will continue to make opportunistic business decisions to add to our oil sands lease position over time. This initiative, combined with the AOSP's existing lease position, provides a strong platform for Western's future growth. Western continues to pursue downstream integration opportunities to maximize value from our oil sands resources and undeveloped acreage position. Western's advisors, Goldman, Sachs & Co. and TD Securities Inc., are assisting in these activities under the oversight of an ad hoc committee of independent directors of the Board. Western's Board and management team remain committed to maximizing the value of its Canadian oil sands position. WesternZagros, our wholly-owned subsidiary, continues to advance its opportunity in the Federal Region of Kurdistan. A seismic program has been initiated with over 350 kilometres completed to date of an initial 650 kilometre program. In addition, WesternZagros continues to augment its organizational capabilities in order to support this initiative. AOSP Expansion 1 Update Engineering, procurement and construction activity continues to proceed on plan. Detailed engineering at the Mine is well over 50 per cent complete. During the quarter, key Mine construction efforts were focused on the completion of the Albian Village and the Primary Separation Cell foundation, progression of the deep undergrounds and commencement of structural erection works. At the Upgrader, engineering, construction and procurement activities are following plan. A key milestone for the Upgrader during the quarter was the arrival of three of the five large reactor vessels fabricated in Italy, with the remaining two reactors arriving in July 2007. The Corridor Pipeline expansion also is progressing with a significant amount of pipe already completed. The Project Owners are closely monitoring the ongoing labour negotiations with the building trades. To this point, there have been no labour disruptions at either construction site and the Joint Venture Owners look forward to working with the various trade unions to ensure a peaceful labour environment on our Project. Clearly, we would be disappointed with any labour disruption. In terms of safety, the Project has surpassed seven million man hours without one lost-time incident. Western's recently closed Credit Facility represents a fundamental component of our financing strategy for Expansion 1. As previously communicated, we believe our share of the capital expenditures associated with Expansion 1 can be funded through a combination of cash flow from operations and incremental borrowings. Further financing efforts will be required to round out our comprehensive financing plan which will position Western to meet our ongoing commitments for this first 100,000 barrel per day expansion. Business and Financial Risks - -------------------------------------------------------------------------------- Western is subject to a number of business and financial risks that are typical given the nature of Western's operations. These risks are described in Western's previous public disclosures, including the 2006 Annual Report and Annual Information Form, which are available on the Company's website and SEDAR. Non-GAAP Financial Measures - -------------------------------------------------------------------------------- Western includes cash flow from operations per share, cash flow from operations excluding hedging activities, earnings before interest, taxes, depreciation, depletion and amortization, stock-based compensation, accretion on asset retirement obligation, foreign exchange gains and gains or losses on risk management activities ("EBITDAX"), EBITDAX excluding hedging activities and net earnings excluding hedging activities as investors may use this information to better analyze our operating performance. We also include certain per barrel information, such as realized crude oil sales price, to provide per unit numbers that can be compared against industry benchmarks, such as the Edmonton PAR benchmark. The additional information should not be considered in isolation or as a substitute for measures of operating performance prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP"). Non-GAAP financial measures do not have any standardized meaning prescribed by Canadian GAAP and are therefore unlikely to be comparable to similar measures presented by other issuers. Management believes that, in addition to Net Earnings per Share and Net Earnings Attributable to Common Shareholders (both Canadian GAAP measures), cash flow from operations per share and EBITDAX provide a better basis for evaluating our operating performance, as they both exclude fluctuations on the US dollar denominated Senior Secured Notes and certain other non-cash items, such as depreciation, depletion and amortization, and future income tax recoveries. In addition, EBITDAX provides a useful indicator of our ability to fund our financing costs and any future capital requirements. Changes in Accounting Policies - -------------------------------------------------------------------------------- Stock-based Compensation for Employees Eligible to Retire Before the Vesting Date For the year ending December 31, 2006, Western retroactively adopted Emerging Issues Committee Abstract 162 ("EIC-162"). EIC-162 required Western to recognize stock-based compensation expense for awards granted to employees eligible for retirement under stock-based compensation plans that contain provisions that allow an employee to continue vesting in an award in accordance with the stated vesting terms after the employee has retired. Accordingly, stock-based compensation expense for the three and six month periods ended June 30, 2006 was increased by $0.2 million and $3.4 million, respectively, included in general and administrative expense, representing the additional compensation expense recognized for employees eligible for retirement during the vesting period. Financial Instruments On January 1, 2007, Western adopted the CICA Handbook sections 3855 "Financial Instruments - Recognition and Measurement," 3862 "Financial Instruments - Disclosures," 3863 "Financial Instruments - Presentation," 3865 "Hedges," 1530 "Comprehensive Income," and 3251 "Equity." Other than the effect on Deferred Charges as described under Financial Instruments below, the adoption of the financial instruments standards have not affected the current or comparative period balances on the consolidated financial statements as all financial instruments identified have been fair valued. Section 3855 requires that all financial assets be classified as held-for-trading, available-for-sale, held-to-maturity, or loans and receivables and that all financial liabilities must be classified as held-for-trading or other. Financial assets and financial liabilities classified as held-for-trading are measured at fair value with changes in those fair values recognized in earnings. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets are measured at fair value with unrealized gains and losses, including changes in foreign exchange rates, being recognized in other comprehensive income. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market are measured at cost. Derivative instruments are always carried at fair value and reported as assets where they have a positive fair value and as liabilities where they have a negative fair value. Derivatives may be embedded in other financial instruments. Under the new Financial Instrument standards, derivatives embedded in other financial instruments are valued as separate derivatives when their economic characteristics and risks are not clearly and closely related to those of the host contract; the terms of the embedded derivative are the same as those of a free standing derivative; and the combined contract is not held for trading. When an entity is unable to measure the fair value of the embedded derivative separately, the combined contract is treated as a financial asset or liability that is held-for-trading and measured at fair value with changes therein recognized in the earnings. The fair value of a financial instrument on initial recognition is normally the transaction price, i.e. the fair value of the consideration given or received. Subsequent to initial recognition, fair values are based on quoted market prices where available from active markets, otherwise fair values are estimated based upon market prices at reporting date for other similar assets or liabilities with similar terms and conditions, or by discounting future payments of interest and principal at estimated interest rates that would be available to Western at the reporting date. Transaction costs are expensed as incurred for financial instruments classified or designated as held-for-trading. Transaction costs related to other financial instruments are generally capitalized and are then amortized over the expected life of the instrument using the effective interest method. Accordingly, the Deferred Charges balance of $13.5 million, consisting of transaction costs relating to the Senior Secured Notes, was reclassified against Long-term Debt effective January 1, 2007 under prospective application. For the three month period ended June 30, 2007, $0.6 million of these costs were included in interest expense under the effective interest method. Emerging Issues Committee Abstract 101 ("EIC-101") states that transaction costs relating to line of credit and revolving debt arrangements are excluded from Section 3855. Transaction costs of $3.4 million relating to the new $805 million Revolving Credit Facility are being amortized using the straight-line method over the five year term of the Revolving Credit Facility. Hedges Section 3865 replaces the guidance formerly in Section 1650, "Foreign Currency Translation" and Accounting Guideline 13, "Hedging Relationships" by specifying how hedge accounting is applied and what disclosures are necessary when it is applied. Western does not have any derivative instruments that are subject to hedge accounting. Comprehensive Income Section 1530 establishes new standards for reporting the display of comprehensive income, consisting of net income and Other Comprehensive Income ("OCI"). OCI is the change in equity (net assets) of an enterprise during a reporting period from transactions and other events from non-owner sources and excludes those resulting from investments by owners and distributions to owners. Western has no such transaction and events which would require the disclosure of OCI for the three and six month periods ended June 30, 2007. Any changes in these items would be presented in a consolidated statement of comprehensive income. Equity Section 3251 replaces Section 3250, "Surplus" and establishes standards for the presentation of equity and changes in equity during a reporting period, including changes in Accumulated Other Comprehensive Income ("Accumulated OCI"). Any cumulative changes in OCI would be included in Accumulated OCI and be presented as a new category of Shareholder's Equity on the consolidated balance sheets. Accounting Changes On January 1, 2007, Western adopted CICA Handbook Section 1506, "Accounting Changes", which revises and replaces former Section 1506, "Accounting Changes". The Section establishes criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies and estimates, and correction of errors. Determining the Variability to be Considered in Applying AcG-15 On January 1, 2007, Western prospectively adopted the Emerging Issues Committee issued Abstract163, "Determining the Variability to be Considered in Applying AcG-15", which addresses how an enterprise should determine the variability to be considered in applying AcG-15, "Consolidation of Variable Interest Entities". The adoption of this standard has not affected the current or comparative period balances on the consolidated financial statements. CONSOLIDATED BALANCE SHEETS As at As at June 30 December 31 (Unaudited) ($ thousands) 2007 2006 - -------------------------------------------------------------------------------------------------- Assets Current Assets Cash 4,365 3,139 Accounts Receivable 108,252 110,039 Inventory 24,804 21,761 Prepaid Expense 7,108 12,443 Current Portion of Risk Management (note 12) 1,654 7,601 146,183 154,983 - -------------------------------------------------------------------------------------------------- Property, Plant and Equipment (note 2) 1,909,604 1,606,966 Risk Management (note 12) - 18,707 Deferred Charges (note 1) 3,413 13,503 1,913,017 1,639,176 - -------------------------------------------------------------------------------------------------- 2,059,200 1,794,159 ================================================================================================== Liabilities Current Liabilities Accounts Payable and Accrued Liabilities 201,461 158,501 Current Portion of Lease Obligations (note 4) 48,875 1,958 Current Portion of Option Premium Liability (note 5) 28,090 24,966 278,426 185,425 - -------------------------------------------------------------------------------------------------- Long-term Liabilities Long-term Debt (note 3) 681,497 601,385 Lease Obligations (note 4) 11,321 57,480 Option Premium Liability (note 5) 43,283 64,309 Risk Management (note 12) 941 - Asset Retirement Obligation (note 6) 21,450 20,773 Future Income Tax (note 11) 108,302 73,113 866,794 817,060 1,145,220 1,002,485 - -------------------------------------------------------------------------------------------------- Shareholders' Equity Share Capital (note 8) 557,239 554,233 Contributed Surplus (note 10) 13,821 12,890 Retained Earnings 342,920 224,551 913,980 791,674 - -------------------------------------------------------------------------------------------------- 2,059,200 1,794,159 ================================================================================================== See Accompanying Notes to the Consolidated Financial Statements CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS Three Months Ended June 30 Six Months Ended June 30 (Unaudited) ($ thousands, except amounts per share) 2007 2006 2007 2006 - --------------------------------------------------------------------------------------------------------------------------- Revenues 341,429 165,727 645,718 373,487 Less Purchased Feedstocks and Transportation 154,090 70,094 279,139 138,606 187,339 95,633 366,579 234,881 - --------------------------------------------------------------------------------------------------------------------------- Expenses Royalties 1,152 718 2,344 1,358 Operating 69,229 89,487 139,507 153,417 Research, Business Development and Other 11,651 7,720 29,969 13,742 General and Administrative 5,639 5,278 12,105 14,219 Insurance 3,284 2,697 7,274 5,361 Interest (note 7) 7,010 12,532 15,957 25,561 Accretion on Asset Retirement Obligation (note 6) 339 156 677 311 Depreciation, Depletion and Amortization 12,712 6,820 25,762 17,366 111,016 125,408 233,595 231,335 - --------------------------------------------------------------------------------------------------------------------------- Earnings (Loss) Before Other Income (Expense) and Income Taxes 76,323 (29,775) 132,984 3,546 Other Income (Expense) Foreign Exchange Gain 41,385 25,759 47,163 25,389 Risk Management Loss (note 12) (6,438) (44,478) (25,475) (112,202) - --------------------------------------------------------------------------------------------------------------------------- Earnings (Loss) Before Income Taxes 111,270 (48,494) 154,672 (83,267) Income Tax Expense (Recovery) (note 11) 23,790 (25,532) 35,558 (35,472) - --------------------------------------------------------------------------------------------------------------------------- Net Earnings (Loss) 87,480 (22,962) 119,114 (47,795) Retained Earnings at Beginning of Period 255,440 136,348 224,551 161,181 Settlement of Performance Share Unit Plan (note 10) - - (745) - - --------------------------------------------------------------------------------------------------------------------------- Retained Earnings at End of Period 342,920 113,386 342,920 113,386 =========================================================================================================================== Net Earnings (Loss) Per Share (note 9) Basic 0.54 (0.14) 0.74 (0.30) Diluted 0.54 (0.14) 0.73 (0.30) =========================================================================================================================== See Accompanying Notes to the Consolidated Financial Statements CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended June 30 Six Months Ended June 30 (Unaudited) ($ thousands) 2007 2006 2007 2006 - ----------------------------------------------------------------------------------------------------------------------------- Cash Provided By (Used In) Cash From Operating Activities Net Earnings (Loss) 87,480 (22,962) 119,114 (47,795) Non-cash Items: Stock-based Compensation (note 10) 2,044 2,068 4,132 7,117 Accretion on Asset Retirement Obligation (note 6) 339 156 677 311 Depreciation, Depletion and Amortization 12,712 6,820 25,762 17,366 Amortization of Financing Charges (note 3) 553 - 1,289 - Interest Expense on Option Premium Liability (note 5) 867 934 1,517 1,886 Unrealized Loss on Risk Management (note 12) 6,438 44,478 25,595 112,202 Unrealized Foreign Exchange Gain (note 3 and 5) (45,602) (27,310) (51,917) (26,674) Future Income Tax Expense (Recovery) (note 11) 23,790 (24,948) 35,541 (35,331) Cash Items: Cash Settlement of Option Premium Liability (note 5) (5,884) - (12,176) - Cash Settlement of Asset Retirement Obligation (note 6) - (91) - (91) Cash Settlement of Performance Share Unit Plan (note 10) - (28) (3,806) (2,104) - ----------------------------------------------------------------------------------------------------------------------------- 82,737 (20,883) 145,728 26,887 Decrease (Increase) in Non-cash Working Capital (note 13) (14,378) 17,070 1,049 30,438 68,359 (3,813) 146,777 57,325 - ----------------------------------------------------------------------------------------------------------------------------- Cash From (Used In) Financing Activities Issue of Share Capital (note 8) 1,250 - 2,514 2,581 Issue (Repayment) of Long-term Debt, Net 85,000 31,000 137,000 (10,000) Deferred Charges (3,422) - (3,422) - Repayment of Obligations Under Capital Lease (335) (336) (670) (672) 82,493 30,664 135,422 (8,091) - ----------------------------------------------------------------------------------------------------------------------------- Cash Invested Capital Expenditures (166,452) (55,828) (326,963) (91,159) Decrease in Non-cash Working Capital (note 13) 14,472 19,269 45,990 42,373 (151,980) (36,559) (280,973) (48,786) - ----------------------------------------------------------------------------------------------------------------------------- (Decrease) Increase in Cash (1,128) (9,708) 1,226 448 Cash at Beginning of Period 5,493 15,746 3,139 5,590 - ----------------------------------------------------------------------------------------------------------------------------- Cash at End of Period 4,365 6,038 4,365 6,038 ============================================================================================================================= See Accompanying Notes to the Consolidated Financial Statements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Tabular amounts in $ thousands, except for share amounts) The interim consolidated financial statements include the accounts of Western Oil Sands Inc. and its subsidiaries (the "Corporation"), and are presented in accordance with Canadian Generally Accepted Accounting Principles. The interim consolidated financial statements have been prepared using the same accounting policies and methods of computation as the audited consolidated financial statements for the year ended December 31, 2006, except as described in Note1. The disclosures provided below are incremental to those included in the annual consolidated financial statements. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in the Corporation's annual report for the year ended December 31, 2006. Note 1. Changes in Accounting Policies - -------------------------------------------------------------------------------- a) Stock-based Compensation for Employees Eligible to Retire Before the Vesting Date For the year ended December 31, 2006, the Corporation retroactively adopted Emerging Issues Committee Abstract 162 ("EIC-162"). EIC-162 required the Corporation to recognize stock-based compensation expense for awards granted to employees eligible for retirement under stock-based compensation plans that contain provisions that allow an employee to continue vesting in an award in accordance with the stated vesting terms after the employee has retired. Accordingly, stock-based compensation expense for the three and six month periods ended June 30, 2006 was increased by $0.2 million and $3.4 million, respectively, included in general and administrative expense, representing the additional compensation expense recognized for employees eligible for retirement during the vesting period. b) Financial Instruments On January 1, 2007, the Corporation adopted the CICA Handbook sections 3855 "Financial Instruments - Recognition and Measurement," 3862 "Financial Instruments - Disclosures," 3863 "Financial Instruments - Presentation," 3865 "Hedges," 1530 "Comprehensive Income," and 3251 "Equity." Other than the effect on Deferred Charges as described under Financial Instruments below, the adoption of the financial instruments standards has not affected the current or comparative period balances on the consolidated financial statements as all financial instruments identified have been fair valued. Financial Instruments Section 3855 requires that all financial assets be classified as held-for-trading, available-for-sale, held-to-maturity, or loans and receivables and that all financial liabilities must be classified as held-for-trading or other. Financial assets and financial liabilities classified as held-for-trading are measured at fair value with changes in those fair values recognized in earnings. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method of amortization. Available-for-sale financial assets are measured at fair value with unrealized gains and losses, including changes in foreign exchange rates, being recognized in other comprehensive income. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market are measured at cost. Derivative instruments are always carried at fair value and reported as assets where they have a positive fair value and as liabilities where they have a negative fair value. Derivatives may be embedded in other financial instruments. Under the new Financial Instrument standards, derivatives embedded in other financial instruments are valued as separate derivatives when their economic characteristics and risks are not clearly and closely related to those of the host contract, the terms of the embedded derivative are the same as those of a free standing derivative, and the combined contract is not held for trading. When an entity is unable to measure the fair value of the embedded derivative separately, the combined contract is treated as a financial asset or liability that is held-for-trading and measured at fair value with changes therein recognized in the earnings. The fair value of a financial instrument on initial recognition is normally the transaction price, i.e. the fair value of the consideration given or received. Subsequent to initial recognition, fair values are based on quoted market prices where available from active markets, otherwise fair values are estimated based upon market prices at reporting date for other similar assets or liabilities with similar terms and conditions, or by discounting future payments of interest and principal at estimated interest rates that would be available to the Corporation at the reporting date. Transaction costs are expensed as incurred for financial instruments classified or designated as held-for-trading. Transaction costs related to other financial instruments are generally capitalized and are then amortized over the expected life of the instrument using the effective interest method. Accordingly, the Deferred Charges balance of $13.5 million at December 31, 2006, consisting of transaction costs relating to the Senior Secured Notes, was reclassified against Long-term Debt effective January 1, 2007 under prospective application. For the three and six month periods ended June 30, 2007, $0.6 million and $1.3 million, respectively, of these costs were included in interest expense under the effective interest method. Emerging Issues Committee Abstract 101 ("EIC-101") states that transaction costs relating to line of credit and revolving debt arrangements are excluded from Section 3855. Transaction costs of $3.4 million relating to the new $805 million Revolving Credit Facility are being amortized using the straight-line method over the five year term of the Revolving Credit Facility. Hedges Section 3865 replaces the guidance formerly in Section 1650, "Foreign Currency Translation" and Accounting Guideline 13, "Hedging Relationships" by specifying how hedge accounting is applied and what disclosures are necessary when it is applied. The Corporation does not have any derivative instruments that have been designated as hedges. Comprehensive Income Section 1530 establishes new standards for reporting the display of comprehensive income, consisting of Net Income and Other Comprehensive Income ("OCI"). OCI is the change in equity (net assets) of an enterprise during a reporting period from transactions and other events from non-owner sources and excludes those resulting from investments by owners and distributions to owners. The Corporation has no such transactions and events which would require the disclosure of OCI for the three and six month periods ended June 30, 2007. Any changes in these items would be presented in a consolidated statement of comprehensive income. Equity Section 3251 replaces Section 3250, "Surplus" and establishes standards for the presentation of equity and changes in equity during a reporting period, including changes in Accumulated Other Comprehensive Income ("Accumulated OCI"). Any cumulative changes in OCI would be included in Accumulated OCI and be presented as a new category of Shareholder's Equity on the consolidated balance sheets. c) Accounting Changes On January 1, 2007, the Corporation adopted CICA Handbook Section 1506, "Accounting Changes", which revises and replaces former Section 1506, "Accounting Changes". The Section establishes criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies and estimates, and correction of errors. d) Determining the Variability to be Considered in Applying AcG-15 On January 1, 2007, the Corporation prospectively adopted the Emerging Issues Committee issued Abstract 163, "Determining the Variability to be Considered in Applying AcG-15", which addresses how an enterprise should determine the variability to be considered in applying AcG-15, "Consolidation of Variable Interest Entities". The adoption of this standard has not affected the current or comparative period balances on the consolidated financial statements. Note 2. Property, Plant and Equipment - ----------------------------------------------------------------------------------------------- June 30, 2007 Cost Accum. DD&A* Net - ----------------------------------------------------------------------------------------------- Athabasca Oil Sands Project Producing Assets 1,445,875 (179,113) 1,266,762 Capital Leases 52,705 (6,813) 45,892 Asset Retirement Obligation 18,246 (1,466) 16,780 Expansion 1 474,813 - 474,813 - ----------------------------------------------------------------------------------------------- 1,991,639 (187,392) 1,804,247 In-Situ Projects 51,862 - 51,862 Kurdistan Exploration Project 38,291 - 38,291 Corporate 23,231 (8,027) 15,204 - ----------------------------------------------------------------------------------------------- 2,105,023 (195,419) 1,909,604 =============================================================================================== December 31, 2006 Cost Accum. DD&A* Net - ----------------------------------------------------------------------------------------------- Athabasca Oil Sands Project Producing Assets 1,414,560 (155,226) 1,259,334 Capital Leases 52,705 (5,914) 46,791 Asset Retirement Obligation 18,246 (1,145) 17,101 Expansion 1 225,599 - 225,599 - ----------------------------------------------------------------------------------------------- 1,711,110 (162,285) 1,548,825 In-Situ Projects 25,842 - 25,842 Kurdistan Exploration Project 23,954 - 23,954 Corporate 15,726 (7,381) 8,345 - ----------------------------------------------------------------------------------------------- 1,776,632 (169,666) 1,606,966 =============================================================================================== * Accumulated Depreciation, Depletion and Amortization At June 30, 2007, costs not currently subject to depreciation, depletion and amortization included $474.8 million (June30, 2006 - $87.4 million) relating to the Athabasca Oil Sands Project ("AOSP") Expansion 1 as it has not been substantially completed and commercial production has not yet commenced. During the three and six month periods ended June 30, 2007, the Corporation capitalized $8.1 million and $13.7 million, respectively (June 30, 2006 - nil) in interest costs relating to Expansion 1. As at June 30, 2007, a total of $16.5 million of interest costs has been capitalized relating to Expansion 1. All costs included in the In-Situ Projects and the Kurdistan Exploration Project are excluded from depletion as they represent costs related to properties incurred in cost centres that are considered to be in the pre-production stage. Currently, there are no proved reserves in these cost centres. All costs, net of any associated revenues, in these cost centres have been capitalized. Note 3. Long-term Debt - ----------------------------------------------------------------------------------------------- June 30, 2007 December 31, 2006 - ----------------------------------------------------------------------------------------------- Senior Secured Notes US$450 Million - 8.375%, Due May 1, 2012 (a) 467,497 524,385 Revolving Credit Facilities (b) 214,000 77,000 - ----------------------------------------------------------------------------------------------- 681,497 601,385 =============================================================================================== a) The Corporation's US dollar denominated Senior Secured Notes (the "Notes") are translated into Canadian dollars at the period end exchange rate. Effective January 1, 2007, transactions costs of US$11.6 million were reclassified against the Notes. As at June 30, 2007, transactions costs were US$10.5 million, net of amortization. During the three and six month periods ended June 30, 2007, transaction costs of $0.6 million and $1.3 million, respectively, have been recognized as interest expense under the effective interest method. For the three and six month periods ended June 30, 2007, the unrealized foreign exchange gain arising on the Notes was $39.2 million and $44.7 million, respectively (June 30, 2006 - $23.4 million and $22.9 million, respectively). As at June 30, 2007, a total of $230.3 million of unrealized foreign exchange gains had been recognized from the inception of the Notes, approximately $92 million of which has been capitalized as the unrealized gains were recognized prior to commercial operations. b) The Corporation closed a new $805 million Revolving Credit Facility on June 22, 2007 replacing the existing $340 million Revolving Credit Facility. The new $805 million Revolving Credit Facility has an initial term of five years, maturing June 22, 2012 and is extendible annually at the discretion of the lenders. The Corporation can draw on the Revolving Credit Facility either in Canadian or United States dollars in the form of prime rate loans, bankers acceptances, US base rate loans, LIBOR loans or letters of credit, as applicable. Margins on amounts drawn range from nil to 145 basis points. The Revolving Credit Facility is secured by the Corporation's interest in the mineable oil sands deposits of the AOSP. As at June 30, 2007, $214 million was drawn on the Revolving Credit Facility in Canadian dollars with a further $17 million for issued letters of credit in Canadian dollars. As at June 30, 2006, $31 million was drawn with a further $9.6 million issued as letters of credit under the previous $340 million Revolving Credit Facility. Note 4. Lease Obligations - ------------------------------------------------------------------------------------------- June 30, 2007 December 31, 2006 - ------------------------------------------------------------------------------------------- Obligations Under Capital Lease 48,258 48,928 Operating Lease Guarantee Obligation 11,938 10,510 - ------------------------------------------------------------------------------------------- 60,196 59,438 Less: Current Portion 48,875 1,958 - ------------------------------------------------------------------------------------------- 11,321 57,480 =========================================================================================== The Obligations Under Capital Lease relates to the Corporation's share of capital costs for the hydrogen-manufacturing unit within the AOSP and have been classified as a current liability as at June 30, 2007 as the underlying credit facility supporting the capital lease will terminate on June 30, 2008. The extension of the underlying credit requires unanimous approval of the AOSP Joint Venture Owners. The Corporation remains the only Joint Venture Owner with obligations under the credit facility as the other Joint Venture Owners have fully repaid their respective obligations. The Corporation will be refinancing its Obligations Under Capital Lease as part of its overall financing strategy. The Operating Lease Guarantee Obligation relates to the Mobile Equipment Leases. The Corporation is committed to pay its 20 per cent share of an amount equal to 85 per cent of the original cost of the equipment to the lessor at the end of the terms of the leases. Accordingly, the Corporation recognized, as a liability, a portion of this future payment as it relates to the service life of the equipment that has passed. During the three and six month periods ended June 30, 2007, no payments were made in regard to this obligation (June 30, 2006 - - $0.4 million and $0.6 million, respectively). Note 5. Option Premium Liability - -------------------------------------------------------------------------------- The Corporation deferred payment and receipt of the premiums associated with the options described in Note 12(a) until the settlement of the option contracts between 2007 and 2009. During the three and six month periods ended June 30, 2007, $5.9 million and $12.2 million, respectively, was paid in respect to the settlement of the option contracts maturing during the period (June 30, 2006 - nil). The remaining total net premiums payable by the Corporation are US$11.0 million for the remainder of 2007, US$32.4 million for 2008 and US$27.8 million for 2009. On the dates that the option contracts were entered into, a net liability was recognized on the consolidated balance sheet at the estimated present value of the net premiums payable. Subsequent to the inception dates of the option contracts, interest expense is recognized, with a corresponding increase to the liability, at annual rates ranging from 4.25% to 4.50%. Interest expense recognized for the three and six month periods ended June 30, 2007 was $0.9 million and $1.5 million, respectively (June 30, 2006 - $0.9 million and $1.9 million, respectively). The option premium liability is denominated in US dollars and is translated into Canadian dollars at the period end exchange rate. The unrealized foreign exchange gain arising on the option premium liability for the three and six month periods ended June 30, 2007 was $6.4 million and $7.2 million, respectively (June 30, 2006 - $3.9 million and $3.8 million, respectively). The following table presents the reconciliation of the net Option Premium Liability: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Option Premium Liability at Beginning of Period 82,753 86,464 89,275 85,416 Interest Expense 867 934 1,517 1,886 Unrealized Foreign Exchange Gain (6,363) (3,865) (7,243) (3,769) Settlement of Option Premium Liability (5,884) - (12,176) - - ------------------------------------------------------------------------------------------------------- Option Premium Liability at End of Period 71,373 83,533 71,373 83,533 Less: Current Portion 28,090 11,717 28,090 11,717 - ------------------------------------------------------------------------------------------------------- 43,283 71,816 43,283 71,816 ======================================================================================================= Note 6. Asset Retirement Obligation - -------------------------------------------------------------------------------- The Corporation, in association with its 20 per cent working interest in the AOSP, is responsible for its share of future dismantlement and site restoration costs in the mining, extracting and upgrading activities. The following table presents the reconciliation of the Asset Retirement Obligation: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Asset Retirement Obligation at Beginning of Period 21,111 9,249 20,773 9,094 Liabilities Settled - (91) - (91) Accretion on Asset Retirement Obligation 339 156 677 311 - ------------------------------------------------------------------------------------------------------- Asset Retirement Obligation at End of Period 21,450 9,314 21,450 9,314 ======================================================================================================= The AOSP's Upgrader has retirement obligations for which fair value cannot be reasonably determined because the asset currently has an indeterminate life. The asset retirement obligation for these assets will be recorded in the first period in which the lives of the assets are determinable. The Corporation currently does not have asset retirement obligations associated with In-Situ Projects or the Kurdistan Exploration Project as these projects are in the early stages of development. Note 7. Interest Expense - ------------------------------------------------------------------------------------------------------- Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Interest on Long-term Debt (1) 13,541 10,888 26,842 22,219 Interest on Obligations Under Capital Lease 694 710 1,310 1,456 Interest on Option Premium Liability 867 934 1,517 1,886 - ------------------------------------------------------------------------------------------------------- Total Financing Charges 15,102 12,532 29,669 25,561 Less: Capitalized Interest for AOSP Expansion 1 8,092 - 13,712 - - ------------------------------------------------------------------------------------------------------- Interest Expense 7,010 12,532 15,957 25,561 ======================================================================================================= (1) Interest on Long-term Debt includes amortization of transaction costs of $0.6 million and $1.3 million, respectively, for the three and six month periods (June 30, 2006 - nil). Cash interest paid for the three and six month periods ended June 30, 2007 was $24.9 million and $27.2 million, respectively (June 30, 2006 - $22.8 million and $24.1 million, respectively). Cash interest received for the three and six month periods ended June 30, 2007 was $0.1 million (June 30, 2006 - $0.1 million). Note 8. Share Capital - ------------------------------------------------------------------------------------------------------- Issued and Outstanding Number of Shares Amount - ------------------------------------------------------------------------------------------------------- Common Shares Balance at December 31, 2006 161,378,399 554,233 Issued on Exercise of Employee Stock Options 327,096 2,514 Exercise of Stock Options Previously Recognized - 492 - ------------------------------------------------------------------------------------------------------- Total Share Capital at June 30, 2007 161,705,495 557,239 - ------------------------------------------------------------------------------------------------------- Outstanding Stock Options 3,362,258 - ------------------------------------------------------------------------------------------------------- Diluted Shares at June 30, 2007 165,067,753 ======================================================================================================= Note 9. Net Earnings Per Share - -------------------------------------------------------------------------------- Basic weighted average number of common shares for the three and six month periods ended June 30, 2007 was 161,646,025 and 161,570,073, respectively (June 30, 2006 - 161,070,149 and 160,848,345, respectively). Diluted weighted average number of shares for the three and six month periods ended June 30, 2007 were 163,302,147 and 163,270,988, respectively. Due to a loss for the three and six month periods ended June 30, 2006, no incremental shares were included in the diluted earnings per weighted average number as the effect would have been anti-dilutive. Note 10. Stock-based Compensation - -------------------------------------------------------------------------------- a) Stock Option Plan Under the Corporation's Stock Option Plan, 37,500 options were granted during the three month period ended June 30, 2007 at an average exercise price of $36.72 per share (June 30, 2006 - 10,000 options at an average exercise price of $35.40 per share). The fair values of all options granted during the period are estimated as at the grant date using the Black-Scholes option-pricing model. The weighted-average fair values of the options and the assumptions used in their determination are as follows: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Granted 37,500 10,000 121,360 797,540 Weighted-average Fair Value $12.52 $14.49 $11.92 $15.98 Risk Free Interest Rate 4.43% 4.49% 4.22% 4.30% Expected Life (In Years) 4 6 4 - 6 6 Expected Volatility 35% 33% 34 - 36% 33 - 43% Dividend Per Share - - - - ======================================================================================================= b) Performance Share Unit Plan Under the Performance Share Unit Plan ("PSUP"), the Corporation granted nil and 116,700 units during the three and six month periods ending June 30, 2007, respectively (June 30, 2006 - 10,550 and 133,195 units, respectively). During the three and six month periods ended June 30, 2007, no units vested and 109,557 units vested, respectively (June 30, 2006 - nil and 63,111 units, respectively) and the required common shares were acquired and distributed to the PSUP unit holders. The common shares were acquired from the secondary market for $3.8 million, at an average price of $34.74 per share. The Corporation had previously recognized compensation of $2.7 million, with the excess of the amount paid of $1.1 million ($0.7 million net of tax) charged to retained earnings. During 2006, common shares were acquired from the secondary market for $2.1 million, at an average price of $32.89 per share. The following table presents the reconciliation of the number of Performance Share Units: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Outstanding at Beginning of Period 243,433 219,502 237,670 160,128 Granted - 10,550 116,700 133,195 Exercised - - (109,557) (63,111) Forfeited - - (1,380) (160) - ------------------------------------------------------------------------------------------------------- Outstanding at End of Period 243,433 230,052 243,433 230,052 ======================================================================================================= c) Deferred Share Unit Plan Under the Deferred Share Unit Plan ("DSUP"), for the three and six month periods ended June 30, 2007, the Corporation recognized $0.1 million and $0.4 million, respectively, (June 30, 2006 - $1.9 million and $3.7 million, respectively) as compensation expense in General and Administrative Expenses. No Deferred Share Units ("DSU") were redeemed for cash or shares of the Corporation for the three and six month periods ended June 30, 2007 (June 30, 2006 - nil). The Corporation had 30,106 DSUs outstanding at June 30, 2007 (June 30, 2006 - 8,923). As at June 30, 2007, the Corporation had $1.1 million recorded in Accounts Payable and Accrued Liabilities associated with the DSUP. d) Stock-based Compensation For the three and six month periods ended June 30, 2007, the Corporation recognized $2.0 million and $4.1 million, respectively, (June 30, 2006 - $2.1 million and $7.1 million, respectively) in compensation expense related to stock-based compensation in General and Administrative Expenses. For the three month period ended June 30, 2007, the compensation expense was comprised of $1.2 million (June 30, 2006 - $1.4 million) in respect to the Corporation's stock option plan and $0.9 million (June 30, 2006 -$0.7 million) in respect to the Corporation's Performance Share Unit Plan. For the six month period ended June 30, 2007, the compensation expense is comprised of $2.5 million (June 30, 2006 - $5.4 million) in respect to the Corporation's stock option plan and $1.7 million (June 30, 2006 - $1.7 million) in respect to the Corporation's Performance Share Unit Plan. e) Contributed Surplus The following table presents the reconciliation of Contributed Surplus: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Contributed Surplus at Beginning of Period 12,009 6,033 12,890 3,474 Stock-based Compensation Expense 2,044 2,068 4,132 7,117 Settlement of Performance Share Unit Plan - (28) (2,709) (2,104) Exercise of Stock Options Previously Recognized (232) - (492) (414) - ------------------------------------------------------------------------------------------------------- Contributed Surplus at End of Period 13,821 8,073 13,821 8,073 ======================================================================================================= Note 11. Income Tax - ------------------------------------------------------------------------------------------------------- Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Current Income Tax Expense - (584) 17 (141) Future Income Tax Expense (Recovery) 23,790 (24,948) 35,541 (35,331) - ------------------------------------------------------------------------------------------------------- Income Tax Expense (Recovery) 23,790 (25,532) 35,558 (35,472) - ------------------------------------------------------------------------------------------------------- The future income tax liability consists of: June 30, 2007 December 31, 2006 - ------------------------------------------------------------------------------------------------------- Future Income Tax Assets Unrealized Loss on Risk Management 21,760 19,375 Net Losses Carried Forward 5 2,908 Impairment of Long-lived Assets 674 686 Share Issue Costs 325 510 Future Income Tax Liabilities Capital Assets in Excess of Tax Values (108,262) (79,824) Unrealized Foreign Exchange Gain and Debt Issue Cost (22,804) (16,768) - ------------------------------------------------------------------------------------------------------- Net Future Income Tax Liability (108,302) (73,113) ======================================================================================================= The following table reconciles income taxes calculated at the Canadian statutory rate of 32.12% (June 30, 2006 - 34.50%) with actual income taxes: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Net Earnings Before Income Taxes 111,270 (48,494) 154,672 (83,267) Income Tax Expense at Statutory Rate 35,740 (16,341) 49,680 (28,727) Effect of Tax Rate Changes and Timing of Use (4,265) (5,006) (5,290) (4,341) Non-taxable Portion of Foreign Exchange Gain (9,123) (4,682) (10,141) (4,581) Non-deductible Expenses 76 130 152 326 Resource Allowance - 26 - 3 Stock-based Compensation 657 693 457 1,757 Provision to Actual 705 232 683 232 Current Income Tax Expense (Recovery) - (584) 17 (141) - ------------------------------------------------------------------------------------------------------- Income Tax Expense (Recovery) 23,790 (25,532) 35,558 (35,472) ======================================================================================================= Note 12. Financial Instruments and Risk Management - -------------------------------------------------------------------------------- The Corporation's financial instruments that are included in the Consolidated Balance Sheet are comprised of cash and cash equivalents, accounts receivable, risk management activities, accounts payables and accrued liabilities, option premium liability and long-term borrowings. a) Commodity-pricing Agreements The Corporation has entered into various commodity-pricing agreements designed to mitigate the exposure to the volatility of crude oil prices in US dollars, thereby providing greater certainty of future cash flow from the sale of the Corporation's synthetic crude oil products. This risk management strategy is intended to protect the Corporation's base and future capital programs and ensure the funding of debt obligations. These commodity-pricing agreements are accounted for under fair value accounting as they did not qualify or have not been designated as hedges for accounting purposes. The Corporation has put options at strike prices ranging from US$50.00 to US$55.00 per barrel, averaging US$52.42 per barrel for the three year period beginning January 1, 2007. The premiums for the purchased put options were partially offset through the sale of call options at strike prices ranging from US$90.00 to US$95.00 per barrel, averaging US$92.41 per barrel for the three year period beginning January 1, 2007, resulting in a net premium liability. Payment of the net premium liability is deferred until the settlement of the option contracts between 2007 and 2009. As at June 30, 2007, the Corporation had the following put and call options outstanding: 2007 2008 2009 - ------------------------------------------------------------------------------------------------------- Barrels Per Day Put Options Purchased 20,000 20,000 20,000 Call Options Sold 10,000 15,000 15,000 US$ Per Barrel Average Put Strike Price US$52.50 US$54.25 US$50.50 Average Call Strike Price US$92.50 US$94.25 US$90.50 ======================================================================================================= The fair value of the option contracts was recognized on the consolidated balance sheet on the dates they were entered into. The counterparties to these put and call options have investment grade credit ratings, thereby partially mitigating the credit risk associated with these financial instruments. The following table presents the reconciliation of the Risk Management Asset (Liability): Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Risk Management Asset at Beginning of Period 7,151 30,702 26,308 98,426 Unrealized Loss on Risk Management (6,438) (44,478) (25,595) (112,202) - ------------------------------------------------------------------------------------------------------- Risk Management Asset (Liability) at End of Period 713 (13,776) 713 (13,776) Less: Current Portion 1,654 (1,644) 1,654 (1,644) - ------------------------------------------------------------------------------------------------------- (941) (12,132) (941) (12,132) ======================================================================================================= The following table presents the net losses from risk management activities: Three Months Ended June 30 Six Months Ended June 30 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Realized Gain on Risk Management - - 120 - Unrealized Loss on Risk Management (6,438) (44,478) (25,595) (112,202) - ------------------------------------------------------------------------------------------------------- Risk Management Loss (6,438) (44,478) (25,475) (112,202) ======================================================================================================= b) Fair Values of Financial Assets and Liabilities The fair values of financial instruments that are included in the Consolidated Balance Sheets, other than long-term borrowings, approximate their carrying amount due to the relatively short period to maturity of these instruments or have interest rates that approximate their fair value. June 30, 2007 December 31, 2006 - --------------------------------------------------------------------------------------------------- Balance Sheet Balance Sheet Amount Fair Value Amount Fair Value - --------------------------------------------------------------------------------------------------- Floating Rate Debt Revolving Credit 214,000 214,000 77,000 77,000 Lease Obligation 60,196 60,196 59,438 59,438 Fixed Rate Debt US Senior Secured Notes 467,497 508,842 524,385 584,034 - --------------------------------------------------------------------------------------------------- Long-term Borrowings 741,693 783,038 660,823 720,472 =================================================================================================== Note 13. Changes in Non-cash Working Capital - ------------------------------------------------------------------------------------------------------- Three Months Ended June 30 Six Months Ended June 30 Source/(Use) 2007 2006 2007 2006 - ------------------------------------------------------------------------------------------------------- Operating Activities Accounts Receivable (3,805) 21,975 1,787 47,660 Inventory 4,146 6,219 (3,043) (4,680) Prepaid Expense 2,144 2,138 5,335 2,807 Accounts Payable and Accrued Liabilities (16,863) (13,262) (3,030) (15,349) - ------------------------------------------------------------------------------------------------------- (14,378) 17,070 1,049 30,438 ======================================================================================================= Investing Activities Accounts Payable and Accrued Liabilities 14,472 19,269 45,990 42,373 ======================================================================================================= CORPORATE INFORMATION Officers JAMES C. HOUCK President and Chief Executive Officer JOANNE L. ALEXANDER Vice President and General Counsel DAVID A. DYCK Senior Vice President, Finance and Chief Financial Officer STEVE D. L. REYNISH Executive Vice President and Chief Operating Officer Senior Management JOHN FRANGOS President, Western Oil Development Inc. M. SIMON HATFIELD Vice President and Managing Director, Oil & Gas JACK D. JENKINS Vice President, Corporate Planning & Human Resources GERRY LUFT Vice President, Downstream RAY MORLEY Vice President, Business Development GRAIG RITCHIE Vice President, Oil Sands Directors GUY J. TURCOTTE Chairman of the Board, Western Oil Sands Inc. Calgary, Alberta DAVID J. BOONE President and Director, Escavar Energy Calgary, Alberta FRED J. DYMENT Independent Businessman Calgary, Alberta JAMES C. HOUCK President and Chief Executive Officer, Western Oil Sands Inc. Calgary, Alberta OYVIND HUSHOVD Corporate Director Kristiansand, Norway JOHN W. LILL Executive Vice President and Chief Operating Officer, Dynatec Corporation Richmond Hill, Ontario RANDALL OLIPHANT Chairman and Chief Executive Officer, Rockcliff Group Limited Toronto, Ontario MAC H. VAN WIELINGEN Co-Chairman, ARC Financial Corporation Calgary, Alberta Head Office Suite 2400, Ernst & Young Tower 440 - 2nd Avenue S.W. Calgary, Alberta T2P 5E9 Phone: (403) 233-1700 Fax: (403) 234-9156 Website www.westernoilsands.com Auditors PRICEWATERHOUSECOOPERS LLP Calgary, Alberta Legal Counsel MACLEOD DIXON LLP Calgary, Alberta PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Washington, D.C., USA Independent Evaluators GLJ PETROLEUM CONSULTANTS LTD. Calgary, Alberta NORWEST CORPORATION Calgary, Alberta Registrar and Transfer Agent VALIANT TRUST COMPANY Calgary, Alberta Stock Exchange Listing THE TORONTO STOCK EXCHANGE Trading Symbol: WTO Code of Conduct Western's Code of Conduct is available on our website in the Governance section.