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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Enerplus Resources Fund is responsible for establishing and maintaining adequate internal control over financial reporting for the Fund. Under the supervision of our Chief Executive Officer and our Chief Financial Officer we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we have concluded that as of December 31, 2006, our internal control over financial reporting is effective.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even those systems determined to be effective can provide only reasonable assurance with respect to the financial statement preparation and presentation.

Management's assessment of the effectiveness of the Fund's internal control over financial reporting as of December 31, 2006, has been audited by Deloitte & Touche LLP, the Fund's Independent Registered Chartered Accountants, who also audited the Fund's Consolidated Financial Statements for the year ended December 31, 2006.

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Unitholders of Enerplus Resources Fund:

We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Enerplus Resources Fund and subsidiaries (the "Fund") maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Fund's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Fund's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that the Fund maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2006 of the Fund, and our report dated February 21, 2007 expressed an unqualified opinion on those financial statements.

DELOITTE & TOUCHE LLP
Independent Registered Chartered Accountants
Calgary, Canada
February 21, 2007

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

In management's opinion, the accompanying consolidated financial statements of Enerplus Resources Fund (the "Fund") have been prepared within reasonable limits of materiality and in accordance with Canadian generally accepted accounting principles. Since a precise determination of many assets and liabilities is dependent on future events, the preparation of financial statements necessarily involves the use of estimates and approximations. These have been made using careful judgment and with all information available up to February 21, 2007. Management is responsible for all information in the annual report and for the consistency, therewith, of all other financial and operating data presented in this report.

To meet its responsibility for reliable and accurate financial statements, management has established and monitors systems of internal control which are designed to provide reasonable assurance that financial information is relevant, reliable and accurate, and that assets are safeguarded and transactions are executed in accordance with management's authorization.

The consolidated financial statements have been examined by Deloitte & Touche LLP, Independent Registered Chartered Accountants. Their responsibility is to express a professional opinion on the fair presentation of the consolidated financial statements in accordance with Canadian generally accepted accounting principles. The Independent Registered Chartered Accountants Report outlines the scope of their examination and sets forth their opinion.

The Audit Committee, consisting exclusively of independent directors, has reviewed these statements with management and the Independent Registered Chartered Accountants and has recommended their approval to the Board of Directors. The Board of Directors has approved the consolidated financial statements of the Fund.


Gordon J. Kerr
President and
Chief Executive Officer

Robert J. Waters
Senior Vice President and
Chief Financial Officer

Calgary, Alberta
February 21, 2007

REPORT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

To the Board of Directors and Unitholders of Enerplus Resources Fund:

We have audited the accompanying consolidated balance sheets of Enerplus Resources Fund and subsidiaries (the "Fund") as of December 31, 2006 and 2005, and the related consolidated statements of income, accumulated deficit and cash flows for the years then ended. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits.

With respect to the financial statements for the year ended December 31, 2006, we conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). With respect to the financial statements for the year ended December 31, 2005, we conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Enerplus Resources Fund and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended in conformity with Canadian generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Fund's internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal ControlóIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2007 expressed an unqualified opinion on management's assessment of the effectiveness of the Fund's internal control over financial reporting and an unqualified opinion on the effectiveness of the Fund's internal control over financial reporting.

DELOITTE & TOUCHE LLP
Independent Registered Chartered Accountants
Calgary, Canada
February 21, 2007

CONSOLIDATED BALANCE SHEETS

As at December 31 (CDN$ thousands)

2006

2005

Assets

 

 

Current assets

 

 

Cash

$ 124

$ 10,093

Accounts receivable

175,454

170,623

Deferred financial assets (Note 2)

23,612

49,874

Other current (Note 10)

6,715

26,751

 

205,905

257,341

Property, plant and equipment (Note 3)

3,726,097

3,650,327

Goodwill (Note 6)

221,578

221,234

Other assets (Notes 7 and 10)

50,224

1,721

 

$ 4,203,804

$ 4,130,623

Liabilities

 

 

Current liabilities

 

 

Accounts payable

$ 284,286

$ 316,875

Distributions payable to unitholders

51,723

49,367

Deferred credits (Note 2)

-

57,368

 

336,009

423,610

Long-term debt (Note 7)

679,774

659,918

Future income taxes (Note 9)

331,340

442,970

Asset retirement obligations (Note 4)

123,619

110,606

 

1,134,733

1,213,494

Equity

 

 

Unitholders' capital (Note 8)

 

 

Trust Units

 

 

Authorized: Unlimited

 

 

Issued and Outstanding: 2006 - 123,150,820

 

 

2005 - 117,539,331

3,713,126

3,410,614

Accumulated deficit

(971,085)

(901,527)

Cumulative translation adjustment (Note 1(j))

(8,979)

(15,568)

 

2,733,062

2,493,519

 

$ 4,203,804

$ 4,130,623


Signed on behalf of the Board of Directors:


Douglas R. Martin Director

Robert L. Normand Director

CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICIT

For the year ended December 31 (CDN$ thousands)

2006

2005

 

 

 

Accumulated income, beginning of year

$ 1,408,178

$ 976,137

Net income

544,782

432,041

Accumulated income, end of year

$ 1,952,960

$ 1,408,178

 

 

 

Accumulated cash distributions, beginning of year

$(2,309,705)

$(1,811,500)

Cash distributions

(614,340)

(498,205)

Accumulated cash distributions, end of year

$(2,924,045)

$(2,309,705)

 

 

 

Accumulated deficit, end of year

$ (971,085)

$ (901,527)

CONSOLIDATED STATEMENTS OF INCOME

For the year ended December 31 (CDN$ thousands except per trust unit amounts)

2006

2005

Revenues

 

 

Oil and gas sales

$1,595,324

$1,550,569

Royalties

(293,161)

(296,983)

Derivative instruments (Notes 2 and 10)

 

 

Financial contracts - qualified hedges

-

(27,256)

Other financial contracts

(3,226)

(82,664)

Other income

2,465

11,064

 

1,301,402

1,154,730

Expenses

 

 

Operating

251,239

216,808

General and administrative (Note 8(b))

59,937

40,375

Transportation

22,611

26,915

Interest on long-term debt (Note 7)

32,168

25,791

Foreign exchange (gain)/loss

(528)

1,677

Depletion, depreciation, amortization and accretion

481,598

386,545

 

847,025

698,111

Income before taxes

454,377

456,619

Capital taxes

3,393

6,486

Current taxes

18,236

2,764

Future income tax (recovery)/expense (Note 9)

(112,034)

15,328

Net Income

$544,782

$432,041

Net income per trust unit

 

 

Basic

$4.48

$3.96

Diluted

$4.47

$3.95

Weighted average number of trust units outstanding (thousands)

 

 

Basic

121,588

109,083

Diluted

121,858

109,371

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended December 31 (CDN$ thousands)

2006

2005

Operating Activities

 

 

Net income

$544,782

$432,041

Non-cash items add/(deduct):

 

 

Depletion, depreciation, amortization and accretion

481,598

386,545

Non-cash financial contracts (Note 2)

(31,106)

(32,679)

Non-cash foreign exchange

(32)

(2,036)

Unit based compensation (Note 8)

6,323

3,040

Future income tax (Note 9)

(112,034)

15,328

Asset retirement obligations settled (Note 4)

(11,514)

(7,829)

 

878,017

794,410

Increase in non-cash operating working capital

(14,321)

(19,777)

Cash flow from operating activities

863,696

774,633

 

 

 

Financing Activities

 

 

Issue of trust units, net of issue costs (Note 8)

296,189

507,209

Cash distributions to unitholders

(614,340)

(498,205)

Increase in bank credit facilities (Note 7)

19,888

76,963

Decrease in non-cash financing working capital

2,356

12,924

Cash flow from financing activities

(295,907)

98,891

 

 

 

Investing Activities

 

 

Capital expenditures

(496,201)

(373,032)

Property acquisitions (Note 5)

(51,313)

(123,896)

Property dispositions

1,599

66,511

Corporate acquisitions, net of cash acquired (Note 6)

-

(483,014)

Purchase of investments

(29,172)

-

(Increase)/Decrease in non-cash investing working capital

(3,535)

51,045

Cash flow from investing activities

(578,622)

(862,386)

 

 

 

Effect of exchange rate changes on cash

864

(1,045)

Change in cash

(9,969)

10,093

Cash, beginning of year

10,093

-

Cash, end of year

$ 124

$ 10,093

 

 

 

Supplementary Cash Flow Information

 

 

Cash income taxes paid

$ 14,060

$ 2,669

Cash interest paid

$ 34,924

$ 24,220

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

The management of Enerplus Resources Fund ("Enerplus" or the "Fund") prepares the financial statements in accordance with Canadian generally accepted accounting principles ("GAAP"). A reconciliation between Canadian GAAP and United States of America GAAP is disclosed in Note 14. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following significant accounting policies are presented to assist the reader in evaluating these consolidated financial statements and, together with the following notes, should be considered an integral part of the consolidated financial statements.

(a) Organization and Basis of Accounting

The Fund is an open-end investment trust created under the laws of the Province of Alberta operating pursuant to the Amended and Restated Trust Indenture between EnerMark Inc. (the Fund's wholly-owned subsidiary), Enerplus Resources Corporation ("ERC") and CIBC Mellon Trust Company as Trustee. The beneficiaries of the Fund (the "unitholders") are holders of the trust units issued by the Fund. As a trust under the Income Tax Act (Canada), Enerplus is limited to holding and administering permitted investments and making distributions to the unitholders.

The Fund's financial statements include the accounts of the Fund and its subsidiaries on a consolidated basis. All inter-entity transactions have been eliminated. Many of the Fund's production activities are conducted through joint ventures and the financial statements reflect only the Fund's proportionate interest in such activities.

(b) Revenue Recognition

Revenue associated with the sale of crude oil, natural gas and natural gas liquids is recognized when title passes from the Fund to its customers based on volumes delivered and contractual delivery points and price. A portion of the properties acquired through the March 5, 2003 acquisition of PCC Energy Inc. and PCC Energy Corp. are subject to a royalty arrangement with a private company that is structured as a net profits interest. The results from operations included in the Fund's consolidated financial statements for these properties are reduced for this net profits interest.

(c) Property, Plant and Equipment ("PP&E")

The Fund follows the full cost method of accounting for petroleum and natural gas properties under which all acquisition and development costs are capitalized on a country by country cost centre basis. Such costs include land acquisition, geological, geophysical, drilling costs for productive and non-productive wells, facilities and directly related overhead charges. Repairs, maintenance and operational costs that do not extend or enhance the recoverable reserves are charged to earnings. Proceeds from the sale of petroleum and natural gas properties are applied against the capitalized costs. Gains and losses are not recognized upon disposition of oil and natural gas properties unless such a disposition would alter the rate of depletion by 20% or more. Net costs related to operating and administrative activities during the development of large capital projects are capitalized until commercial production has commenced.

(d) Impairment Test

A limit is placed on the aggregate carrying value of PP&E (the "impairment test"). The Fund performs an impairment test on a country by country basis. An impairment loss exists when the carrying amount of the country's PP&E exceeds the estimated undiscounted future net cash flows associated with the country's proved reserves. If an impairment loss is determined to exist, the costs carried on the balance sheet in excess of the discounted future net cash flows associated with the country's proved and probable reserves are charged to income.

(e) Depletion and Depreciation

The provision for depletion and depreciation of oil and natural gas assets is calculated on a country by country basis using the unit-of-production method, based on the country's share of estimated proved reserves before royalties. Reserves and production are converted to equivalent units on the basis of 6 Mcf = 1 bbl, reflecting the approximate relative energy content.

(f) Goodwill

The Fund, when appropriate, recognizes goodwill relating to corporate acquisitions when the total purchase price exceeds the fair value of the net identifiable assets and liabilities of the acquired companies. The goodwill balance is assessed for impairment annually at year-end or as events occur that could result in an impairment. To assess impairment, the fair values of the Canadian and U.S. reporting units are compared to their respective book values. If the fair value is less than the book value, a second test is performed to determine the amount of impairment. The amount of impairment is measured by allocating the fair value of the reporting unit to its identifiable assets and liabilities as if they had been acquired in a business combination for a purchase price equal to their fair value. If goodwill determined in this manner is less than the carrying value of goodwill, an impairment loss is recognized in the period in which it occurs. Goodwill is stated at cost less impairment and is not amortized. Goodwill is not deductible for income tax purposes.

(g) Asset Retirement Obligations

The Fund recognizes as a liability the estimated fair value of the future retirement obligations associated with PP&E. The fair value is capitalized and amortized over the same period as the underlying asset. The Fund estimates the liability based on the estimated costs to abandon and reclaim its net ownership interest in all wells and facilities and the estimated timing of the costs to be incurred in future periods. This estimate is evaluated on a periodic basis and any adjustment to the estimate is prospectively applied. As time passes, the change in net present value of the future retirement obligation is expensed through accretion. Retirement obligations settled during the period reduce the future retirement liability. No gains or losses on retirement activities were realized, due to settlements approximating the estimates.

(h) Income Taxes

The Fund is a taxable entity under the Income Tax Act (Canada) and is taxable only on Canadian income that is not distributed or distributable to the Fund's unitholders. In the Trust structure, payments made between the Canadian operating entities and the Fund, ultimately transfers both income and future income tax liability to the unitholders. The future income tax liability associated with Canadian assets recorded on the balance sheet is recovered over time through these payments. As the Canadian operating entities transfer all of their Canadian taxable income to the Fund, no provision for current Canadian income tax has been made by any Canadian operating entity.

The U.S. operating entity is subject to U.S. income taxes on its taxable income determined under U.S. income tax rules and regulations. Repatriation of funds from U.S. operations will also be subject to applicable withholding taxes as required under U.S. tax law. A provision has been setup to reflect these current U.S. income taxes.

The Fund follows the liability method of accounting for income taxes. Under this method, income tax liabilities and assets are recognized for the estimated tax consequences attributable to temporary differences between the amounts reported in the financial statements of the Fund's corporate subsidiaries and their respective tax bases, using substantively enacted income tax rates. The effect of a change in these income tax rates on future income tax liabilities and assets is recognized in income during the period that the change occurs.

(i) Financial Instruments

The Fund is exposed to market risks resulting from fluctuations in commodity prices and interest rates in the normal course of operations. The Fund uses various types of financial instruments to manage these market risks. Prior to December 31, 2005, the Fund designated certain commodity contracts and interest rate swaps as qualified hedges. Effective December 31, 2005, the Fund elected to stop designating commodity contracts as qualified hedges. The fair value of the former commodity hedges has been recorded as a financial liability with an offset to deferred financial assets. The deferred financial asset will be amortized over the remaining lives of the associated financial contracts. The fair value of the financial liability will be determined at each period end with any resulting change in fair value being taken into income in that period.

The gain or loss in fair value of all financial contracts that had not previously qualified for hedge accounting are taken into income during the period of change and charged to deferred credits or deferred financial assets on the balance sheet.

Proceeds or costs realized from holding interest rate swaps are recognized at the time each transaction under a contract is settled and is recorded in interest expense. The Fund has designated the interest rate swaps as qualified hedges and these swaps are evaluated quarterly to ensure they effectively hedge the underlying interest rate.

(j) Foreign Currency Translation

The Fund's U.S. operations are self-sustaining. Assets and liabilities of these operations are translated into Canadian dollars at period end exchange rates, while revenues and expenses are converted using average rates for the period. Gains and losses from the translation into Canadian dollars are deferred and included in the cumulative translation adjustment as part of unitholders' equity.

Other monetary assets and liabilities, not related to the Fund's U.S. operations, are translated into Canadian dollars at rates of exchange in effect at the balance sheet date. The other assets and related depreciation, depletion and amortization, other liabilities, revenue and other expenses are translated into Canadian dollars at rates of exchange in effect at the respective transaction dates. The resulting exchange gains or losses are included in earnings.

(k) Unit Based Compensation

The Fund uses the fair value method of accounting for the trust unit rights incentive plan. Under this method, the fair value of the rights is determined on the date in which fair value can reasonably be determined, generally being the grant date. This amount is charged to earnings over the vesting period of the rights, with a corresponding increase in contributed surplus. When rights are exercised, the proceeds, together with the amount recorded in contributed surplus, are recorded to unitholders' capital.

2. Deferred Financial Assets and Deferred Credits

The deferred financial assets of $23,612,000 at December 31, 2006 consist of the fair value of the financial instruments of $49,268,000 less the related deferred premiums of $25,656,000.

Deferred Financial Assets ($ thousands)

 

Fair value of financial instruments

 

Deferred financial assets as at December 31, 2005

$ 49,874

Deferred financial credits as at December 31, 2005

(57,368)

Change in fair value - other financial contracts (1)

80,980

Amortization of deferred financial assets (2)

(49,874)

 

$ 23,612

(1) Changes in the fair value of financial contracts that do not qualify for hedge accounting are taken into income during the period as other financial contracts and reflected as an increase or decrease in the deferred financial asset or liability.
(2) Represents the amortization of the fair value of financial contracts on December 31, 2005 for which hedge accounting is no longer applied. These deferred financial assets are fully amortized at December 31, 2006.

The following table summarizes the income statement effects of other financial contracts:

Other Financial Contracts ($ thousands)

2006

2005

Change in fair value

$ (80,980)

$ (35,823)