Denbury Resources Inc., a Delaware corporation, is a growing independent oil and natural gas company. We are the largest combined oil and natural gas producer in both Mississippi and Montana, own the largest reserves of CO2 used for tertiary oil recovery east of the Mississippi River, and hold significant operating acreage in the Rocky Mountain and Gulf Coast regions. Our goal is to increase the value of our acquired properties through a combination of exploitation, drilling and proven engineering extraction practices, with our most significant emphasis on our CO2 tertiary recovery operations.

The accompanying unaudited condensed consolidated financial statements of Denbury Resources Inc. and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all of the information and footnotes required by Accounting Principles Generally Accepted in the United States (“U.S. GAAP”) for complete financial statements. These financial statements and the notes thereto should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011. Unless indicated otherwise or the context requires, the terms “we,” “our,” “us,” “Company,” or “Denbury,” refer to Denbury Resources Inc. and its subsidiaries.

Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end and the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the year. In management's opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair statement of our consolidated financial position as of September 30, 2012, our consolidated results of operations for the three and nine months ended September 30, 2012 and 2011, and our consolidated cash flows for the nine months ended September 30, 2012 and 2011.

Certain prior period items have been reclassified to make the classification consistent with the classification in the most recent quarter. On the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2011, “Taxes other than income” is a new line item and includes (i) oil and natural gas ad valorem taxes, which were reclassified from “Lease operating expenses,” (ii) franchise taxes and property taxes on buildings, which were reclassified from “General and administrative,” (iii) oil and natural gas production taxes, which were reclassified from “Production taxes and marketing expenses” used in prior reports and (iv) CO2 property ad valorem and production taxes, which were classified from “CO2 discovery and operating expenses.” Such reclassifications had no impact on our reported total expenses or net income.

Basic net income per common share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is calculated in the same manner, but includes the effect of potentially dilutive securities. Potentially dilutive securities consist of stock options, stock appreciation rights (“SARs”), nonvested restricted stock, and nonvested performance equity awards. For the three and nine months ended September 30, 2012 and 2011, there were no adjustments to net income for purposes of calculating diluted net income per common share. The following is a reconciliation of the weighted average shares used in the basic and diluted net income per common share calculations for the periods indicated:

		Three Months Ended		Nine Months Ended
		September 30,		September 30,
In thousands		2012	2011	2012	2011
Basic weighted average common shares		387,512	399,040	387,015	398,371
Potentially dilutive securities:
	Stock options and SARs	2,302	2,954	2,759	3,818
	Performance equity awards	78	41	75	22
	Restricted stock	1,017	1,276	1,005	1,364
Diluted weighted average common shares		390,909	403,311	390,854	403,575

Basic weighted average common shares excludes 3.6 million and 3.7 million shares for the three and nine months ended September 30, 2012, respectively, and 3.4 million and 3.5 million shares for the three and nine months ended September 30, 2011, respectively, of nonvested restricted stock. As these restricted shares vest or become retirement eligible, they will be included in the shares outstanding used to calculate basic net income per common share (although all restricted stock is issued and outstanding upon grant). For purposes of calculating diluted weighted average common shares, the nonvested restricted stock is included in the computation using the treasury stock method, with the deemed proceeds equal to the average unrecognized compensation during the period, adjusted for any estimated future tax consequences recognized directly in equity.

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

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
In thousands	2012	2011	2012	2011
Stock options and SARs	5,375	4,731	4,140	3,108
Restricted stock	69	139	63	56

Short-term investments are available-for-sale securities recorded at fair value with any unrealized gains or losses included in accumulated other comprehensive income. At December 31, 2011, short-term investments consisted entirely of our investment in Vanguard Natural Resources LLC (“Vanguard”) common units obtained as partial consideration for the sale of our interests in Encore Energy Partners LP to a subsidiary of Vanguard on December 31, 2010. We received distributions of $1.8 million and $5.3 million on the Vanguard common units we owned during the three and nine months ended September 30, 2011, respectively, which are included in “Interest income and other income” on our Unaudited Condensed Consolidated Statements of Operations. During January 2012, the Company sold its investment in Vanguard for cash consideration of $83.5 million, net of related transaction fees. The Company recognized a pretax loss on the sale of $3.1 million, which is included in “Other expenses” on our Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2012.

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

		Nine Months Ended
In thousands		September 30, 2012
Balance, beginning of period		$	1,236,318
	Goodwill related to the acquisition of interests in Thompson Field⁽¹⁾		127,229
Balance, end of period		$	1,363,547

(1)	See Note 2, Acquisitions and Divestitures, for additional information regarding goodwill associated with Thompson Field.

Comprehensive Income. In June 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 requires the presentation of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 2011-05 was effective for Denbury beginning January 1, 2012. Since ASU 2011-05 only amended presentation requirements, it did not have a material effect on our consolidated financial statements.

Fair Value. In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 amends the Financial Accounting Standards Board Codification (“FASC”) Fair Value Measurements topic by providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurements and expands the fair value disclosure requirements, particularly for Level 3 fair value measurements. ASU 2011-04 was effective for Denbury beginning January 1, 2012. The adoption of ASU 2011-04 did not have a material effect on our consolidated financial statements, but did require additional disclosures. See Note 6, Fair Value Measurements.