##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D. C.
    20549
      FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from     to   Commission File
    No. 001-34464
      RESOLUTE ENERGY
    CORPORATION
   Delaware

27-0659371(State or other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    Number)1675 Broadway, Suite 1950
    Denver, CO

80202(Address of Principal Executive
    Offices)

(Zip Code)   (303) 534-4600
      Title of Each Class


Name of Exchange on Which
    RegisteredCommon Stock, par value $0.0001 per share


New York Stock ExchangeWarrants, each exercisable for one share of Common Stock


New York Stock Exchange   None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated filer
    o

Accelerated
    filer þNon-accelerated filer
    o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      Form 10-K.




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##### Table of Contents





CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
  
    volatility of oil and gas prices, including reductions in prices
    that would adversely affect our revenue, income, cash flow from
    operations, liquidity and reserves;
    inaccuracy in reserve estimates and expected production rates;
    discovery and development of, and our ability to replace oil and
    gas reserves;
    our future cash flow, liquidity and financial position;
    the success of our business and financial strategy, derivative
    strategies and plans;
    the amount, nature and timing of our capital expenditures,
    including future development costs;
    Availability of capital and financing;
    the effectiveness and results of our
    CO2
    flood program;
    the success of the development plan and production from our oil
    and gas properties and particularly the Aneth Field Properties;
    the timing and amount of future production of oil and gas;
    the completion and success of exploratory drilling in the Bakken
    trend of the Williston Basin;
    availability of drilling, completion and production equipment;
    our operating costs and other expenses;
    the success in marketing oil and gas;
    competition in the oil and gas industry;
    operational problems, or uninsured or underinsured losses
    affecting our operations;
    the impact and costs related to compliance with or changes in
    laws or regulations governing our oil and gas operations;
    our relationship with the Navajo Nation, the local Navajo
    community in the area where we operate and Navajo Nation Oil and
    Gas Company, as well as the timing of when certain purchase
    rights held by Navajo Nation Oil and Gas Company become
    exercisable;
    the impact of weather and the occurrence of disasters, such as
    fires, floods and other events and natural disasters;
    environmental liabilities;




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##### Table of Contents




    anticipated
    CO2
    supply which is currently sourced exclusively from Kinder Morgan
    CO2
    Company, L.P. (Kinder Morgan);
    risks related to our level of indebtedness;
    developments in oil and gas-producing countries;
    loss of senior management or technical personnel;
    acquisitions and other business opportunities (or the lack
    thereof) that may be presented to and pursued by us;
    risk factors discussed or referenced in this report; and
    other factors, many of which are beyond our control.




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##### 



TABLE OF
    CONTENTS
   
 PART I --Item 1. and 2.


Business and Properties


1Item 1A.


Risk Factors


28Item 3.


Legal Proceedings


44Item 4.


Reserved


44PART II --Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


45Item 6.


Selected Financial Data


47Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


48Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


60Item 8.


Financial Statements and Supplementary Data


61Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


61Item 9A.


Controls and Procedures


61Item 9B.


Other Information


62PART III --Item 10.


Directors, Executive Officers and Corporate
    Governance


62Item 11.


Executive Compensation


62Item 12.


Security Ownership of Certain Beneficial Owners
    and Mangement and Related Stockholder Matters


62Item 13.


Certain Relationships and Related Transactions
    and Director Independence


62Item 14.


Principal Accounting Fees and Services


62PART IV --Item 15.


Exhibits, Financial Statement Schedules


63EX-12.1EX-21EX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-32EX-99.1




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##### Table of Contents



PART I
 Item 1. and
    2. BUSINESS AND PROPERTIES  RESOLUTES
    BUSINESS
          2
 1




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##### Table of Contents



PV-10 PV-10 Business and
    Properties  Estimated Net Proved Reserves
    Average NetEstimated Net Proved Reserves as of December 31, 2010


DailyProved


Proved














ProductionDeveloped


Developed


Proved Undeveloped





Total


(Boe per day)Producing


Non-Producing


CO2


Drilling


Total


Proved


(1)Aneth Field Properties (MMBoe)


22.1



8.3



29.0



0.4



29.4



59.8



5,682Wyoming Properties (MMBoe)


2.8



1.0







1.0



1.0



4.8



1,787Bakken Properties (MMBoe)


0.1



















0.1



9Total (MMBoe)


25.0



9.3



29.0



1.4



30.4



64.7



7,478Future operating costs ($/Boe)(2)

$
28.71


$
11.75


$
8.34


$
8.52


$
8.35


$
16.72



Future production taxes ($/Boe)(3)

$
10.13


$
9.09


$
8.48


$
6.37


$
8.38


$
9.16



Future PUD development costs (millions)(4)









$
375.6


$
22.9


$
398.6







Future PUD development costs ($/Boe)(5)









$
12.96


$
16.69


$
13.13







     1)
    
    For the year ended
    December 31, 2010.2)
    
    Determined by dividing
    Resolutes estimated future operating costs as of
    December 31, 2010, by total estimated net proved reserves
    as of December 31, 2010, for each reserve category.3)
    
    Determined by dividing
    Resolutes estimated future production taxes as of
    December 31, 2010, by total estimated net proved reserves
    as of December 31, 2010, for each reserve category.4)
    
    Future development costs include
    costs incurred in connection with the initiation, extension and
    expansion of
    CO2
    flood projects, including
    CO2
    purchases, drilling of development wells, upgrades to field
    infrastructure, workovers of producing wells and recompletion of
    existing wells into new producing zones.5)
    
    Determined by dividing
    Resolutes estimated total future development costs related
    to reserves classified as proved undeveloped by total estimated
    net proved undeveloped reserves as of December 31, 2010. 2




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##### Table of Contents



Resolutes
    Business Strategies
  Bring Proved Developed Non-Producing and Proved Undeveloped
    Reserves into Production. 2 2 2
  Increase Production and Improve Efficiency of Operations on
    Resolutes Existing Properties. 3-D 3-D
  Pursue Acquisitions of Properties with Development
    Potential.
  Acquire and Explore Properties in Oil Prone
    Areas.
  Reduce Commodity Price Risk through
    Derivatives. Item 7A Quantitative and Qualitative
    Disclosures about Market Risk
 3




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Competitive
    Strengths
  A High Quality Base of Long-Lived Oil Producing
    Properties.
  
    The properties are expected to have a long productive life. As
    of December 31, 2010, the proved developed producing
    reserves had a
    reserves-to-production
    ratio of approximately 11 years and the total proved
    reserves had a
    reserves-to-production
    ratio of 29 years.
    The light, sweet crude oil produced from its Aneth Field
    Properties is more attractive to refineries than the heavy or
    sour crude oil found in many areas, including the Permian Basin.  Properties with Significant Low-Risk and Low-Cost Development
    Opportunities. 2 2 2 2 2 2 2
  Operating Control Over the Resolute
    Properties.
  Experienced Management Team with Operational, Transactional
    and Financial Experience in the Energy Industry.
 4




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##### Table of Contents



Aneth
    Field
    2
    Resolutes
    Business  Relationship with the Navajo
    Nation
  Aneth Unit. 80-acre 40-acre 2 2 2 2
  McElmo Creek Unit. 40-acre 2 2 2
 5




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##### Table of Contents



2
  Ratherford Unit.
  Wyoming
    Properties
  non-unitized non-unitized
  160-acre 1971-1972
     6




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##### Table of Contents



Williston Basin
    Properties
    Exploration
    Properties
  Big Horn Basin Properties. 50-50
  Black Warrior Basin Properties. 2-D
  Oil Recovery
    Overview
     7




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##### Table of Contents



2
  2 2 2 2 2
  2 2 2 2 2
  Planned Operating
    and Development Activities
  2
  CO 2 Floods. 2 2 2
  Aneth Field  Gas Processing. 2 2 2
  2 2 2 2 2 2 2 2
 8




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##### Table of Contents



2
  Aneth Unit. 2 2 2 2
  McElmo Creek Unit. 2
  Ratherford Unit. 2
  2 2 2 2 2 2 2 2 2
  Estimated





Estimated





EstimatedFuture


Estimated


Future Total


Estimated


FutureCapital


Future
    CO2


Capital


Reserves


DevelopmentExpenditures


Purchases


Expenditures


(MMBoe)


Cost ($/Boe)(in millions, except as otherwise indicated)Aneth Unit  Phase 1, 2 and 3

$
7.7


$
60.9


$
68.6



8.3


$
8.32Aneth Unit  Phase 4 and Plant


77.8



136.0



213.8



17.0



12.54McElmo Creek Unit  DC IIC and Plant


86.6



77.7



164.3



12.1



13.58Total

$
172.1


$
274.6


$
446.7



37.4


$
11.94   2 2
 9




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##### Table of Contents



2 2 2 2 2 2 2
  make-up take-or-pay 2 2
  2 2
  Wyoming Properties.
  Estimated Net
    Proved Reserves
  Risk
    Factors  Risks Related to Resolutes Business,
    Operations and Industry Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations of Resolute
       10




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##### Table of Contents



Utah


Wyoming


North Dakota


TotalEstimated net proved developed reserves:Oil (MBbl)


30,026



741



51



30,818Gas (MMcf)


1,232



12,690



46



13,968NGL (MBbl)


200



965







1,165MBoe


30,432



3,821



59



34,312Estimated net proved undeveloped reserves:Oil (MBbl)


19,235



165



14



19,414Gas (MMcf)


21,698



3,406



26



25,130NGL (MBbl)


6,493



261







6,754MBoe


29,345



993



19



30,357Estimated net proved reserves:Oil (MBbl)


49,261



906



65



50,232Gas (MMcf)


22,930



16,096



72



39,098NGL (MBbl)


6,693



1,226







7,919MBoe


59,777



4,815



77



64,669PV-10 ($ in
    millions)(1)(3)













$
848Discounted future income taxes














(261
)Standardized measure ($ in millions)(1)(2)













$
587     1)
    
    In accordance with SEC and Financial Accounting Standards Board
    (FASB) requirements, Resolutes estimated net
    proved reserves and standardized measure at December 31,
    2010, were determined utilizing prices equal to the 2010
    twelve-month unweighted arithmetic average of first day of the
    month prices, such prices deemed to be current by
    the SEC and FASB, resulting in an average NYMEX oil price of
    $79.43 per Bbl of oil and an average Henry Hub spot
    market gas price of $4.38 per MMBtu.2)
    
    Standardized measure is the present value of estimated future
    net revenue to be generated from the production of proved
    reserves, determined in accordance with the rules and
    regulations of the SEC and FASB, less future development,
    production and income tax expenses, and discounted at 10% per
    annum to reflect the timing of future net revenue. Calculation
    of standardized measure does not give effect to derivatives
    transactions. For a description of Resolutes derivatives
    transactions, please read Managements Discussion
    and Analysis of Financial Condition and Results of Operations of
    Resolute  Quantitative and Qualitative Disclosures
    About Market Risk. 11




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3)
    
    PV-10 is a
    non-GAAP measure and incorporates all elements of the
    standardized measure, but excludes the effect of income taxes.
    Management believes that pre-tax cash flow amounts are useful
    for evaluative purposes since future income taxes, which are
    affected by a companys unique tax position and strategies,
    can make after-tax amounts less comparable.  2
  Risk Factors  Risks
    Related to Resolutes Business, Operations and
    Industry
    Risk Factors  Risks
    Related to Resolutes Business, Operations and
    Industry Note 15 
    Supplemental Oil and Gas Information (unaudited)
      2
    SEC CaseProved oil and NGL reserves (MMBbl)


58.2Proved gas reserves (Bcf)


39.1Proved equivalents (MMBoe)


64.7PV-10
    (millions)


$848  12




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##### Table of Contents



Production and
    Price History
    Resolute



Predecessor ResoluteFor the 267 dayYear Ended



period ended


Year EndedDecember 31,



September 24,


December 31,2010


2009



2009


2008Production Sales Data:Oil (MBbl)


2,089



543




1,444



2,049Gas and NGL (MMcfe)


3,843



958




3,400



4,645Combined volumes (MBoe)


2,730



703




2,011



2,823Daily combined volumes (Boe per day)


7,478



7,172




7,530



7,712Average Realized Prices (excluding derivative
    settlements):Oil ($/Bbl)

$
73.22


$
69.11



$
50.32


$
94.47Gas and NGL ($/Mcfe)


5.32



5.10




3.73



7.59Average Production Costs ($/Boe):Lease operating expense

$
18.91


$
23.03



$
16.84


$
20.04Production and ad valorem taxes


8.85



8.26




6.42



10.42   Productive
    Wells
  2
  Producing WellsArea

Gross


NetAneth Field Properties


397



260Wyoming Properties


465



418Bakken Properties


2



1Total


864



679  13




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##### Table of Contents



Acreage
    Developed Acreage (1)Average NetArea

Gross (2)


Net (3)


Revenue Interest (4)Aneth Field Unit acreage (UT)


43,218



28,122



56
%Hilight Field Unit acreage (WY)


49,608



45,421



77
%Hilight area
    non-unit
    acreage (WY)


3,482



3,308



85
%Other
    non-unit
    acreage (WY and OK)


7,024



4,525



61
%North Dakota acreage


720



344



38
%Total


104,052



81,720   Undeveloped Acreage (5)Average NetArea

Gross (2)


Net (3)


Revenue Interest (4)South Hilight deep rights (WY)


1,640



1,600



80
%Big Horn Basin acreage (WY)


80,353



69,731



86
%Black Warrior Basin acreage (AL)


40,109



32,754



82
%Other
    non-unit
    acreage (WY, OK and UT)


2,639



2,543



81
%North Dakota acreage


82,732



29,121



38
%Total


207,473



135,749       1)
    
    Developed acreage is acreage attributable to wells that are
    capable of producing oil or gas.2)
    
    The number of gross acres is the total number of acres in which
    Resolute owns a working interest and/or unitized interest.3)
    
    Net acres are calculated as the sum of Resolutes working
    interests in gross acres.4)
    
    The net revenue interest is the percentage of total production
    to which Resolute is entitled after reductions for burdens on
    production such as royalties and overriding royalties.5)
    
    Undeveloped acreage includes leases either within their primary
    term or held by production.  Drilling
    Results
    Relationship with
    the Navajo Nation
     14




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
    Resolute and NNOG will cooperate on the acquisition and
    subsequent development of their respective properties in Aneth
    Field.
    NNOG will assist Resolute in dealing with the Navajo Nation and
    its various agencies, and Resolute will assist NNOG in expanding
    its financial expertise and its operating capabilities. Since
    Predecessor Resolute and NNOG acquired the Aneth Field
    Properties, NNOG has helped facilitate interaction between
    Resolute and the Navajo Nation Minerals Department and other
    agencies of the Navajo Nation.
    NNOG has a right of first negotiation in the event of a proposed
    sale or change of control of Resolute or a sale by Resolute of
    all or substantially all of its Chevron Properties or ExxonMobil
    Properties. This right is separate from and in addition to the
    statutory preferential purchase right held by the Navajo Nation.        Aneth Unit


McElmo Creek Unit


Ratherford UnitChevron Properties:Option 1 (100% Payout)


5.30
%


1.50
%


0.30
%Option 2 (150% Payout)


5.30
%


1.50
%


0.30
%Option 3 (200% Payout)


5.30
%


1.50
%


0.30
%Total


15.90
%


4.50
%


0.90
%ExxonMobil Properties:Option 1 (100% Payout)


0.75
%


6.00
%


5.60
%Option 2 (150% Payout)


0.75
%


6.00
%


5.60
%Option 3 (200% Payout)


0.75
%


6.00
%


5.60
%Total


2.25
%


18.00
%


16.80
%  15




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##### Table of Contents



Marketing and
    Customers
  Aneth Field. month-to-month rights-of-way.
        Wyoming.
  Derivatives.
 16




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##### Table of Contents



 Resolutes Business
    Strategies  Pursue Acquisitions of Properties with
    Low-Risk Development Potential, Managements Discussion and
    Analysis of Financial Condition and Results of Operations of
    Resolute  Overview and
     Quantitative and Qualitative Disclosures About
    Market Risk.
  Other Factors.
  Aneth Gas
    Processing Plant
  clean-up
  clean-up clean-up clean-up, clean-up clean-up clean-up Resolutes Business  Environmental,
    Health and Safety Matters and Regulation  Waste
    Handling
  Title to
    Properties
   17




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##### Table of Contents



Competition
    Seasonality
    Environmental,
    Health and Safety Matters and Regulation
  General.
  
    require the acquisition of various permits before drilling
    commences or other operations are undertaken;
    require the installation of expensive pollution control
    equipment;
    restrict the types, quantities and concentration of various
    substances that can be released into the environment in
    connection with oil and gas drilling, production, transportation
    and processing activities;
    suspend, limit or prohibit construction, drilling and other
    activities in certain lands lying within wilderness, wetlands
    and other protected areas;
    require remedial measures to mitigate pollution from historical
    and ongoing operations, such as the closure of pits and plugging
    of abandoned wells and remediation of releases of crude oil or
    other substances; and
    require preparation of an Environmental Assessment
    and/or an
    Environmental Impact Statement.     18




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Comprehensive Environmental Response, Compensation, and
    Liability Act.
  Waste Handling.
  clean-up Business
    and Properties Aneth Gas Processing
    Plant
  Air Emissions.
 19




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##### Table of Contents



Water Discharges.
      P-20 well
  Underground Injection Control.
 20




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##### Table of Contents



Pipeline Integrity, Safety, and
    Maintenance.
  Environmental Impact Assessments.
  Other Laws and
    Regulations
  Climate Change. 2 2 2 2
 21




---



##### Table of Contents



and/or Massachusetts, et al. v. EPA Massachusetts v. EPA
  Department of Homeland Security.
  Occupational Safety and Health Act. Right-to-Know
  Laws and
    Regulations Pertaining to Oil and Gas Operations on Navajo
    Nation Lands
  General.
  The Federal Trust Responsibility. rights-of-way,
  Tribal Sovereignty and Dependent Status.
   22




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##### Table of Contents



Federal Approvals of Certain Transactions Regarding Tribal
    Lands.
  rights-of-way rights-of-way
  Federal Management and Oversight. rights-of-way, 2
  Resources Committee of the Navajo Nation
    Council.
 23




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##### Table of Contents



Navajo Nation Minerals Department of the Division of Natural
    Resources. day-to-day
  Taxation Within the Navajo Nation.
  
    Oil and Gas Severance Tax. Resolute pays severance
    tax to the Navajo Nation. The severance tax is payable monthly
    and is 4% of its gross proceeds from the sale of oil and gas.
    Approximately 84% of the Aneth Unit is subject to the Navajo
    Nation severance tax. The other 16% of the Aneth Unit is exempt
    because it is either located off of the reservation or it is
    incremental enhanced oil recovery production, which is not
    subject to the severance tax. Presently all of the McElmo Creek
    and Ratherford Units are subject to the severance tax.
    Possessory Interest Tax. Resolute pays a possessory
    interest tax to the Navajo Nation. The possessory interest tax
    applies to all property rights under a lease within the Navajo
    Nation boundaries, including natural resources.
    Sales Tax. Resolute pays the Navajo Nation a 4%
    sales tax in lieu of the Navajo Business Activity Tax. All goods
    and services purchased for use on the Navajo Nation reservation
    are subject to the sales tax. The sale of oil and gas is exempt
    from the sales tax.  Royalties from Production on Navajo Nation
    Lands.
  Navajo Preference in Employment Act.
  Navajo Business Opportunity Act.
 24




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##### Table of Contents



Navajo Environmental Laws.
  Thirty-Two Point Agreement.
  Moratorium on Future Oil and Gas Development Agreements and
    Exploration.
  Other Regulation
    of the Oil and Gas Industry
   25




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##### Table of Contents



Drilling and Production.
  
    the location of wells;
    the method of drilling and casing wells;
    the rates of production or allowables;
    the surface use and restoration of properties upon which wells
    are drilled;
    the plugging and abandoning of wells; and
    notice to surface owners and other third-parties.    Gas Sales and Transportation.
    point-of-sale
 26




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##### Table of Contents



Employees
    Offices
    Available
    Information
  www.resoluteenergy.com Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330. www.sec.gov
 27




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS  You should consider carefully the following risk factors, as
    well as the other information set forth in this
    Form 10-K.
  Risks Related to
    Resolutes Business, Operations and Industry
  The risk factors set forth below are not the only risks that
    may affect Resolutes business. Resolutes business
    could also be affected by additional risks not currently known
    to it or that it currently deems to be immaterial. If any of the
    following risks were actually to occur, Resolutes
    business, financial condition or results of operations could be
    materially adversely affected.
  Resolutes
    oil production from its Aneth Field Properties is presently
    connected by pipeline to only one customer, and such sales are
    dependent on gathering systems and transportation facilities
    that Resolute does not control. With only one pipeline connected
    customer, when these facilities or systems are unavailable,
    Resolutes operations can be interrupted and its revenue
    reduced.
    month-to-month right-of-way rights-of-way. Business and Properties   Marketing and
    Customers  Aneth Field
     28




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##### Table of Contents



Financial
    conditions may have effects on Resolutes business and
    financial condition that Resolute cannot predict.
    Inadequate
    liquidity could materially and adversely affect Resolutes
    business operations in the future.
    
    the amount of oil and gas it produces;
    the price at which it sells its oil and gas production and the
    costs it incurs to market its production;
    the effectiveness of its commodity price derivative strategy;
    the development of proved undeveloped properties and the success
    of its enhanced oil recovery activities;
    the level of its operating and general and administrative costs;
    its ability to replace produced reserves;
    prevailing economic conditions;
    government regulation and taxation;
    the level of its capital expenditures required to implement its
    development projects and make acquisitions of additional
    reserves;
    its ability to borrow under its revolving credit facility or
    future debt agreements;
    its debt service requirements contained in its revolving credit
    facility or future debt agreements;
    fluctuations in its working capital needs; and
    timing and collectability of receivables. 29




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Resolutes
    planned operations, as well as replacement of its production and
    reserves, will require additional capital that may not be
    available.
  and/or
  2 2
  A significant
    part of Resolutes development plan involves the
    implementation of its
    CO2
    projects. The supply of
    CO2
    and efficacy of the planned projects is uncertain, and other
    resources may not be available or may be more expensive than
    expected, which could adversely impact production, revenue and
    earnings, and may require a write-down of
    reserves.
  2 2
  2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
 30




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Resolutes Business  Planned Operating
    and Development Activities
  2 2
  2 2
  Resolute is a
    party to a contract that requires it to pay for a minimum
    quantity of
    CO2.
    This contract limits Resolutes ability to curtail costs if
    its requirements for
    CO2
    decrease.
  2 take-or-pay take-or-pay take-or-pay
  Oil and gas
    prices are volatile and change for reasons that are beyond
    Resolutes control. Decreases in the price Resolute
    receives for its oil and gas production can adversely affect its
    business, financial condition, results of operations and
    liquidity and impede its growth.
    
    domestic and foreign supply of and demand for oil and gas,
    including as a result of technological advances affecting energy
    consumption and supply;
    weather conditions;
    overall domestic and global political and economic conditions;
    actions of the Organization of Petroleum Exporting Countries and
    other state-controlled oil companies relating to oil price and
    production controls;
    the price of foreign imports;
    political and economic conditions in oil producing countries,
    including the Middle East and South America;
    technological advances affecting energy consumption;
    variations between product prices at sales points and applicable
    index prices;
    domestic, tribal and foreign governmental regulations and
    taxation; 31




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##### Table of Contents




    the impact of energy conservation efforts;
    the capacity, cost and availability of oil and gas pipelines and
    other transportation and gathering facilities, and the proximity
    of these facilities to its wells;
    the availability of refining and processing capability;
    factors specific to the local and regional markets where
    Resolutes production occurs; and
    the price and availability of alternative fuels.      Resolutes
    estimated proved reserves are based on many assumptions that may
    turn out to be inaccurate. Any significant inaccuracies in these
    reserve estimates or underlying assumptions will materially
    affect the quantities of Resolutes proved
    reserves.
  well-by-well
  
    the assumed accuracy of field measurements and other reservoir
    data;
    assumptions regarding expected reservoir performance relative to
    historical analog reservoir performance;
    the assumed effects of regulations by governmental agencies;
    assumptions concerning future oil and gas prices; and
    assumptions concerning future operating costs, severance and
    excise taxes, development costs and workover and remedial costs.    
    the quantities of oil and gas that are ultimately recovered;
    the timing of the recovery of oil and gas reserves;
    the production and operating costs incurred; and
    the amount and timing of future development expenditures. 32




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##### Table of Contents



The
    standardized measure of future net cash flows from
    Resolutes net proved reserves is based on many assumptions
    that may prove to be inaccurate. Any material inaccuracies in
    Resolutes reserve estimates or underlying assumptions will
    materially affect the quantities and present value of its proved
    reserves.
      Currently,
    substantially all of Resolutes oil producing properties
    are located on the Navajo Reservation, making Resolute
    vulnerable to risks associated with laws and regulations
    pertaining to the operation of oil and gas properties on Native
    American tribal lands.
       33




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##### Table of Contents



clean-up
  Thirty-Two Point Agreement.
  Resolutes
    Business  Laws and Regulations Pertaining to Oil and
    Gas Operations on Navajo Nation Lands
  NNOG has
    options to purchase a portion of Resolutes Aneth Field
    Properties.
  Resolutes Business 
    Relationship with the Navajo Nation
  The statutory
    preferential purchase right held by the Navajo Nation to acquire
    transferred Navajo Nation oil and gas leases and NNOGs
    right of first negotiation could diminish the value Resolute may
    be able to receive in a sale of its properties.
  Resolutes
    Business  Relationship with the Navajo
    Nation
 34




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##### Table of Contents



Resolutes
    producing properties are primarily located in two geographic
    areas, making it vulnerable to risks associated with lack of
    geographic diversification.
      Developing and
    producing oil and gas are costly and high-risk activities with
    many uncertainties that could adversely affect Resolutes
    financial condition or results of operations, and insurance may
    not be available or may not fully cover losses.
    
    high costs, shortages or delivery delays of rigs, equipment,
    labor or other services;
    unexpected operational events
    and/or
    conditions;
    reductions in oil or gas prices or increases in the differential
    between index oil or gas prices and prices received by Resolute;
    increases in severance taxes;
    limitations on Resolutes ability to sell its crude oil or
    gas production;
    adverse weather conditions and natural disasters;
    facility or equipment malfunctions, and equipment failures or
    accidents;
    pipe or cement failures and casing collapses;
    compliance with environmental and other governmental
    requirements;
    environmental hazards, such as leaks, oil spills, pipeline
    ruptures and discharges of toxic gases;
    lost or damaged oilfield development and service tools;
    unusual or unexpected geological formations, and pressure or
    irregularities in formations;
    fires, blowouts, surface craterings and explosions;
    shortages or delivery delays of equipment and services;
    title problems;
    objections from surface owners and nearby surface owners in the
    areas where Resolute operates; and
    uncontrollable flows of oil, gas or well fluids. 35




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##### Table of Contents



Exploration
    and development drilling may not result in commercially
    productive reserves.
    
    increases in the cost of, or shortages or delays in the
    availability of, drilling rigs and equipment;
    unexpected drilling conditions;
    title problems;
    pressure or irregularities in formations;
    equipment failures or accidents;
    adverse weather conditions; and
    compliance with environmental and other governmental
    requirements.  If Resolute
    does not make acquisitions of reserves on economically
    acceptable terms, Resolutes future growth and ability to
    maintain production will be limited to only the growth it
    intends to achieve through the development of its proved
    developed non-producing and proved undeveloped
    reserves.
   36




---



##### Table of Contents




    unable to identify attractive acquisition candidates or
    negotiate acceptable purchase contracts with the seller;
    unable to obtain financing for these acquisitions on
    economically acceptable terms; or
    outbid by competitors.    Any
    acquisitions Resolute completes are subject to substantial risks
    that could negatively affect its financial condition and results
    of operations.
    
    the validity of Resolutes assumptions about the acquired
    properties or companys reserves, future production, the
    future prices of oil and gas, infrastructure requirements,
    environmental and other liabilities, revenue and costs;
    an inability to integrate successfully the properties and
    businesses Resolute acquires;
    a decrease in Resolutes liquidity to the extent it uses a
    significant portion of its available cash or borrowing capacity
    to finance acquisitions or operations of the acquired properties;
    a significant increase in its interest expense or financial
    leverage if Resolute incurs debt to finance acquisitions or
    operations of the acquired properties;
    the assumption of unknown liabilities, losses or costs for which
    Resolute is not indemnified or for which Resolutes
    indemnity is inadequate;
    the diversion of managements attention from other business
    concerns;
    an inability to hire, train or retain qualified personnel to
    manage and operate Resolutes growing business and assets;
    unforeseen difficulties encountered in operating in new
    geographic areas; and
    customer or key employee losses at the acquired businesses.     37




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Resolutes
    future debt levels may limit its flexibility to obtain
    additional financing and pursue other business
    opportunities.
    
    Resolutes ability to obtain additional financing, if
    necessary, for working capital, capital expenditures,
    acquisitions or other purposes may be impaired or such financing
    may not be available on favorable terms;
    covenants contained in Resolutes existing and future
    credit and debt arrangements will require it to meet financial
    tests that may affect its flexibility in planning for and
    reacting to changes in its business, including possible
    acquisition opportunities;
    Resolute will need a substantial portion of its cash flow to
    make principal and interest payments on its indebtedness,
    reducing the funds that would otherwise be available for
    operations and future business opportunities; and
    Resolutes debt level will make it more vulnerable than its
    competitors with less debt to competitive pressures or a
    downturn in its business or the economy generally.  and/or
  Resolutes
    revolving credit facility has substantial financial and
    operating covenants that restrict Resolutes business and
    financing activities and prohibit Resolute from paying
    dividends. Future borrowing agreements would likely include
    similar restrictions.
    
    incur indebtedness;
    grant liens;
    make acquisitions and investments;
    lease equipment;
    redeem or prepay other debt;
    pay dividends to shareholders or repurchase shares;
    enter into transactions with affiliates; and
    enter into a merger, consolidation or sale of assets.   38




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Shortages of
    qualified personnel or field equipment and services could affect
    Resolutes ability to execute its plans on a timely basis,
    reduce its cash flow and adversely affect its results of
    operations.
    Resolutes
    derivative activities could reduce its net income, which could
    reduce the price at which the Companys stock may
    trade.
  mark-to-market
  Managements Discussion
    and Analysis of Financial Condition and Results of Operations of
    Resolute  How Resolute Evaluates Its
    Operations  Production Levels, Trends and
    Prices Managements Discussion and
    Analysis of Financial Condition and Results of
    Resolute  Quantitative and Qualitative Disclosures
    About Market Risk
  2
 39




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The
    effectiveness of derivative transactions to protect Resolute
    from future oil price declines will be dependent upon oil prices
    at the time it enters into future derivative transactions as
    well as its future levels of hedging, and as a result its future
    net cash flow may be more sensitive to commodity price
    changes.
    The nature of
    Resolutes assets exposes it to significant costs and
    liabilities with respect to environmental and operational safety
    matters. Resolute is also responsible for costs associated with
    the removal and remediation of the decommissioned Aneth Gas
    Processing Plant.
    clean-up clean-up clean-up
  clean-up
 40




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##### Table of Contents



clean-up, clean-up clean-up Resolutes Business  Aneth Gas
    Processing Plant
  Resolutes Business 
    Environmental, Health and Safety Matters and
    Regulation
  Resolute may
    be unable to compete effectively with larger companies, which
    may adversely affect its operations and ability to generate and
    maintain sufficient revenue.
    Resolute is
    subject to complex federal, state, tribal, local and other laws
    and regulations that could adversely affect the cost, manner or
    feasibility of doing business.
    and/or
 41




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##### Table of Contents



2 Resolutes Business
     Environmental, Health and Safety Matters and
    Regulation Resolutes
    Business  Other Regulation of the Oil and Gas
    Industry
  Possible
    regulation related to global warming and climate change could
    have an adverse effect on Resolutes operations and demand
    for oil and gas.
  2 Massachusetts, et al. v. EPA
  Resolute
    depends on a limited number of key personnel who would be
    difficult to replace.
    Terrorist
    attacks aimed at Resolutes facilities or operations could
    adversely affect its business.
    Work stoppages
    or other labor issues at Resolutes facilities could
    adversely affect its business, financial position, results of
    operations, or cash flows.
   42




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##### Table of Contents



Resolute may
    be required to write down the carrying value of its properties
    in the future.
      Compliance
    with the Sarbanes-Oxley Act of 2002 and other obligations of
    being a public company will require substantial financial and
    management resources.
  and/or
  Delaware law
    and our amended and restated charter documents may impede or
    discourage a takeover that our stockholders may consider
    favorable.
    
    limitations on the ability of stockholders to amend our charter
    documents, including stockholder supermajority voting
    requirements
    the inability of stockholders to act by written consent or to
    call special meetings.
    a classified board of directors with staggered three-year terms;
    the authority of our board of directors to issue, without
    stockholder approval, up to 1,000,000 shares of preferred
    stock with such terms as the board of directors may determine
    and to issue additional shares of our common stock; and
    advance notice procedures with respect to stockholder proposals
    and the nomination of candidates for election as directors. 43




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Offers or
    availability for resale of a substantial number of shares of our
    common stock may cause the price of our common stock to
    decline.
    Registration
    rights held by certain of our stockholders may have an adverse
    effect on the market price of our common stock.
  Form S-1 No. 333-167894)
    ITEM 3.
    LEGAL
    PROCEEDINGS  Legal
    Proceedings
    ITEM 4.
    RESERVED 44




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##### Table of Contents



PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price Range of
    Common Stock and Number of Holders
    2010


2009Period

High


Low


High


Low1st Quarter

$
12.66


$
10.46


$



$
2nd Quarter

$
13.87


$
11.59


$



$
3rd Quarter

$
12.82


$
10.48


$
10.60


$
9.724th Quarter

$
14.83


$
10.91


$
11.79


$
10.12       2010


2009Period

High


Low


High


Low1st Quarter

$
2.61


$
1.77


$



$
2nd Quarter

$
3.20


$
1.96


$



$
3rd Quarter

$
2.59


$
1.38


$
1.65


$
1.004th Quarter

$
3.33


$
1.70


$
2.38


$
1.40   Issuer Purchases
    of Equity Securities
    Dividend
    Policy
   45




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##### Table of Contents



Comparison of
    Cumulative Return
    COMPARISON OF
    CUMULATIVE TOTAL RETURN
    AMONG RESOLUTE ENERGY CORPORATION, THE RUSSELL 2000 INDEX,
    AND THE S&P 500 ENERGY INDEX
  
 46




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Item 7 Managements Discussion and Analysis
    of Financial Condition and Results of Operations
  Year Ended December 31,2010


2009


2008


2007(in thousands, except per share data)Statement of Operation Data:Revenue

$
173,395


$
42,416


$



$
Operating expenses


(142,225
)


(57,361
)


(1,560
)


(1,036
)Income (loss) from operations


31,170



(14,945
)


(1,560
)


(1,036
)Other income (expense)


(22,597
)


(50,185
)


7,601



5,154Income (loss) before income taxes


8,573



(65,130
)


6,041



4,118Income tax benefit (expense)


(2,388
)


19,887



(2,054
)


(1,401
)Net income (loss)


6,185



(45,243
)


3,987



2,717Earnings (loss) per share:Common stock, subject to redemption

$



$
(0.16
)

$
0.09


$
0.06Common stock, basic and diluted

$
0.12


$
(0.93
)

$
0.06


$
$0.09Weighted average shares outstanding:Common stock, subject to redemption






12,114



16,560



16,560Common stock, basic


49,900



46,394



45,105



18,587Common stock, diluted


50,475



46,394



45,105



18,587Selected Cash Flow Data:Net cash provided by (used in) operating activities

$
58,495


$
(12,164
)

$
3,031


$
5,164Net cash provided by (used in) investing activities


(69,123
)


209,987



(2,264
)


(541,302
)Net cash provided by (used in) financing activities


12,017



(198,197
)






536,190   As of December 31,2010


2009


2008


2007(In thousands)Balance Sheet Data:Total assets

$
760,523


$
693,440


$
544,797


$
541,842Long term debt


127,900



109,575







Total liabilities


356,657



299,903



19,291



20,322Stockholders equity


403,866



393,537



362,199



359,702  47




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS      Overview
        How
    Resolute Evaluates Its Operations
    Production Levels, Trends and Prices.
   48




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Reserve and Production Volumes and Trends.
  2 2 2
  Operating Expenses.
  General and Administrative Expenses.
 49




---



##### Table of Contents



Operating Cash Flow.
  Adjusted EBITDA.
    
    the ability of Resolutes assets to generate cash
    sufficient to pay interest costs;
    the financial metrics that support Resolutes indebtedness;
    Resolutes ability to finance capital expenditures;
    financial performance of the assets without regard to financing
    methods, capital structure or historical cost basis;
    Resolutes operating performance and return on capital as
    compared to those of other companies in the exploration and
    production industry, without regard to financing methods or
    capital structure; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.    Factors
    That Significantly Affect Resolutes Financial
    Results
     50




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##### Table of Contents



Results of
    Operations
        PredecessorPredecessor


Combined



ResoluteResolute



Resolute


Resolute


Twelve



TwelveTwelve Months



98 Day Period


267 Day


Months



MonthsEnded



Ended


Period Ended


Ended



EndedDecember 31,



December 31,


September 24,


December 31,



December 31,2010



2009


2009


2009



2008(In thousands except where indicated)Net Sales:Total sales (MBoe)


2,730




703



2,011



2,714




2,823Average daily sales (Boe/d)


7,478




7,172



7,530



7,434




7,712Revenue:Revenue from oil and gas activities

$
173,395



$
42,416


$
85,345


$
127,761



$
229,172Operating Expenses:Lease operating

$
51,618



$
16,185


$
33,750


$
49,935



$
56,570Production and ad valorem taxes


24,151




5,807



13,021



18,828




29,420General and administrative


19,440




23,828



8,077



31,905




20,211General and administrative  (excluding non-cash
    compensation expense)


13,499




22,909



5,259



28,168




12,333Depletion, depreciation, amortization and accretion


47,016




11,541



21,925



33,466




50,335Other Income (Expense):Interest expense

$
(4,854
)


$
(1,538
)

$
(18,416
)

$
(19,954
)


$
(33,139
)Realized and unrealized gain (loss) on derivative instruments


(17,842
)



(49,514
)


(23,519
)


(73,033
)



96,032Income tax benefit (expense)


(2,388
)



19,887



5,019



24,906




18,247Average Sales Prices ($/Boe):Average sales price (excluding derivative settlements)

$
63.52



$
60.35


$
42.45


$
47.08



$
81.19Operating Expenses ($/Boe):Lease operating

$
18.91



$
23.03


$
16.79


$
18.40



$
20.04Production and ad valorem taxes


8.85




8.26



6.48



6.94




10.427.12




33.90



4.02



11.76




7.16General and administrative  (excluding non-cash
    compensation expense)


4.95




32.59



2.62



10.38




4.37Depletion, depreciation, amortization and accretion


17.22




16.42



10.90



12.33




17.83  51




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##### Table of Contents



Year Ended
    December 31, 2010, Compared to the Year Ended
    December 31, 2009
  Revenue. 2
    Operating Expenses.
          Other Income (Expense). mark-to-market
 52




---



##### Table of Contents



Income Tax Benefit (Expense).
  Year Ended
    December 31, 2009, Compared to the year Ended
    December 31, 2008
  Revenue. 2
  Operating Expenses.
          Other Income (Expense).
 53




---



##### Table of Contents



Income Tax Benefit (Expense).
  Liquidity
    and Capital Resources
      2
    and/or
   54




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##### Table of Contents



Revolving
    Credit Facility
          Off Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due By Year(in thousands)After2011


2012


2013


2014


2015


2015


Total (6)Long-term debt (1)

$



$



$



$
127,900


$



$



$
127,900Office and equipment leases


553



501



537



27



36



9



1,663Operating equipment leases(2)


2,747



2,747



2,747



2,747



2,332



3,455



16,775Vehicle leases


543



507



307



127











1,484ExxonMobil escrow agreement (3)


1,800



1,800



1,800



1,800



1,800



16,100



25,100Construction purchase obligations (4)


11,638























11,638CO2
    purchases (5)


23,032



23,893



23,033



19,062



14,694



35,586



139,300Total

$
40,313


$
$29,448


$
28,424


$
151,663


$
18,862


$
55,150


$
323,860  55




---



##### Table of Contents



1)
    
    Long-term debt represents the outstanding principal amount under
    Resolutes Credit Facility. This table does not include
    future commitment fees, interest expense or other fees because
    the Credit Facility is a floating rate instrument, and the
    Company cannot determine with accuracy the timing of future loan
    advances, repayments or future interest rates to be charged.

2)
    
    Operating equipment leases consist of compressors and other oil
    and gas field equipment used in the
    CO2
    project.

3)
    
    Under the terms of Resolutes purchase agreement with
    ExxonMobil, Resolute is obligated to make annual deposits into
    an escrow account that will be used to fund plugging and
    abandonment liabilities associated with the ExxonMobil
    Properties.

4)
    
    Represents purchase commitments in effect at December 31,
    2010 related to construction projects in the Aneth Field
    Properties.

5)
    
    Represents the minimum
    take-or-pay
    quantities associated with Resolutes existing
    CO2
    purchase contracts. For purposes of calculating the future
    purchase obligation under these contracts, Resolute has assumed
    the purchase price over the term of the contract was the price
    in effect as of December 31, 2010.

6)
    
    Total contractually obligated payment commitments do not include
    the anticipated settlement of derivative contracts, obligations
    to taxing authorities or amounts relating to our asset
    retirement obligations, which include plugging and abandonment
    obligations, due to the uncertainty surrounding the ultimate
    settlement amounts and timing of these obligations.  Critical
    Accounting Policies
    Oil and Gas Properties.
  2 2 2 2
 56




---



##### Table of Contents



2
          unit-of-production 2
  Oil and Gas Reserve Quantities.
  Derivative Instruments and Hedging
    Activities.
 57




---



##### Table of Contents



Derivatives and Hedging
  , Fair Value Measurements and Disclosures,
  
    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Quoted prices in active markets for
    similar assets and liabilities, quoted prices for identical or
    similar instruments in markets that are not active and
    model-derived valuations whose inputs are observable or whose
    significant value drivers are observable.
    Level 3  Significant inputs to the valuation
    model are unobservable.      Asset Retirement Obligations. units-of-production
   58




---



##### Table of Contents



Share-Based Compensation.
  Income taxes.
 59




---



##### Table of Contents



ITEM 7A.
    QUANTITIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Commodity
    Price Risk and Derivative Arrangements
            Oil Swap


Oil (NYMEX WTI)


Oil Collar


(NYMEXWTI)Volumes


Weighted Average


Volumes


Floor


CeilingYear

Bbl per Day


Hedge Price per Bbl


Bbl per Day


Price


Price2011


3,250


$
68.26



250


$
80.00


$
90.002012


3,250


$
68.26



250


$
80.00


$
93.502013


2,000


$
60.47






$



$
   Gas Swap


Gas (NYMEX HH)Volumes


Weighted AverageYear

MMBtu per Day


Hedge Price per MMBtu2011


2,750


$
9.322012


2,100


$
7.422013


1,900


$
7.40   Basis HedgesHedged PriceDifferential perYear

Index

MMBtu per Day


MMBtu2011  2013

Rocky Mountain NWPL


1,800


$
2.102011

Rocky Mountain CIG


1,500


$
0.572012

Rocky Mountain CIG


1,000


$
0.5752013

Rocky Mountain CIG


500


$
0.592014

Rocky Mountain CIG


1,000


$
0.59  60




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##### Table of Contents



Oil Swap


Oil (NYMEX WTI)


Oil Collar


(NYMEXWTI)Volumes


Weighted Average


Volumes


Floor


CeilingYear

Bbl per Day


Hedge Price per Bbl


Bbl per Day


Price


Price2011


750


$
70.58



3,750


$
66.67


$
94.672012


3,250


$
68.26



875


$
69.71


$
98.142013


2,000


$
60.47



775


$
80.00


$
105.002014










1,500


$
65.00


$
110.00     Oil Swap


Oil (NYMEX WTI)


Oil Collar


(NYMEXWTI)Volumes


Weighted Average


Volumes


Floor


CeilingYear

Bbl per Day


Hedge Price per Bbl


Bbl per Day


Price


Price2011


1,154


$
69.53



3,184


$
66.84


$
94.612012


3,250


$
68.26



875


$
69.71


$
98.142013


2,000


$
60.47



775


$
80.00


$
105.002014










1,500


$
65.00


$
110.00   Interest Rate
    Risk
    Credit Risk
    and Contingent Features in Derivative Instruments
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rule 13a-14
 61




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##### Table of Contents



Evaluation of Disclosure Controls and Procedures. Rule 13a-15(e)
  Managements Annual Report on Internal Control over
    Financial Reporting. Rule 13a-15(f) Internal
    Control Integrated Framework
  Changes in Internal Control over Financial
    Reporting.
  ITEM 9B.
    OTHER
    INFORMATION    PART III
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEE AND SERVICES   62




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##### Table of Contents



PART IV ITEM 15.
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES        ExhibitNumber

Description of Exhibits2
.1

Purchase and IPO Reorganization Agreement, dated as of
    August 2, 2009, among Hicks Acquisition Company I,
    Inc., Resolute Energy Corporation, Resolute Subsidiary
    Corporation., Resolute Holdings, LLC, Resolute Holdings Sub,
    LLC, Resolute Aneth, LLC and HH-HACI, L.P., (incorporated by
    reference to Annex Ato the Registration Statement
    on
    Form S-4
    filed with the SEC on August 6, 2009 (File. No
    33-161076)(Initial
    S-4).2
.2

Letter Agreement amending Purchase and IPO Reorganization
    Agreement, dated as of September 9, 2009, among Hicks
    Acquisition Company I, Inc., Resolute Energy Corporation,
    Resolute Subsidiary Corporation., Resolute Holdings, LLC,
    Resolute Holdings Sub, LLC, Resolute Aneth, LLC and HH-HACI,
    L.P., (incorporated by reference to Annex Ato the
    Initial S-4.2
.3

Purchase and Sale Agreement between Exxon Mobil Corporation,
    ExxonMobil Oil Corporation, Mobil Exploration and Producing
    North America Inc., Mobil Producing Texas & New Mexico
    Inc. and Mobil Exploration & Producing U.S. Inc. and
    Resolute Aneth, LLC  75% and Navajo Nation Oil and
    Gas Company  25% dated January 1, 2005.
    (incorporated by reference to Exhibit 2.2 to the Initial
    S-4)2
.4

Asset Sale Agreement Aneth Unit, Rutherford Unit and McElmo
    Creek Unit, San Juan County, Utah between Chevron U.S.A.
    Inc. (as seller) and Resolute Natural Resources Company and
    Navajo Nation Oil and Gas Company, Inc. (as buyer) dated
    October 22, 2004. (incorporated by reference to
    Exhibit 2.3 to the Initial
    S-4)2
.5

Stock Purchase Agreement dated June 24, 2008, between
    Primary Natural Resources, Inc. (as seller) and Resolute
    Acquisition Company, LLC (as buyer). (incorporated by reference
    to Exhibit 2.4 to the Initial
    S-4)3
.1

Amended and Restated Certificate of Incorporation of Resolute
    Energy Corporation, filed September 25, 2009 (incorporated
    by reference to Exhibit 3.1 to the Annual Report on
    Form 10-K
    of Resolute Energy Corporation filed on March 30, 2010)3
.2

Amended and Restated Bylaws of Resolute Energy Corporation
    (incorporated by reference to Exhibit 3.2 to the Annual
    Report on
    Form 10-K
    of Resolute Energy Corporation filed on March 30, 2010)4
.1

Warrant Agreement between Resolute Energy Corporation and
    Continental Stock Transfer and Trust Company dated
    September 25, 2009 (incorporated by reference as
    Annex Dto the Initial
    S-4)4
.2

Registration Rights Agreement dated September 25, 2009,
    among Resolute Energy Corporation and certain holders.
    (incorporated by reference as Exhibit 4.4 to Amendment
    No. 2 to the Initial
    S-4 filed on
    September 8, 2009)10
.1

Second Amended and Restated Credit Agreement dated
    March 30, 2010, between Resolute Energy Corporation as
    Borrower and certain of its Subsidiaries as Guarantors, Wells
    Fargo Bank, National Association, as Administrative Agent, Bank
    of Montreal as Syndication Agent, Deutsche Bank Securities Inc.,
    UBS Securities LLC and Union Bank, N.A. as Co-Documentation
    Agents, and The Lenders Party Hereto, Wells Fargo Securities,
    LLC and BMO Capital Markets as Joint Bookrunners and Joint Lead
    Arrangers (incorporated by reference to Exhibit 10.1 to the
    Annual Report on
    Form 10-K
    of Resolute Energy Corporation filed on March 30, 2010)10
.2#

2009 Performance Incentive Plan. (incorporated by reference as
    Exhibit 10.7 to Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009) 63




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##### Table of Contents



ExhibitNumber

Description of Exhibits10
.3#

Form of Indemnification Agreement between Resolute Energy
    Corporation and each executive officer and independent director
    of the Company. (incorporated by reference as Exhibit 10.8
    to Amendment No. 1 to the initial
    S-4 filed on
    August 31, 2009)10
.4

Cooperative Agreement between Resolute Natural Resources Company
    and Navajo Nation Oil and Gas Company dated October 22,
    2004. (incorporated by reference by Exhibit 10.9 to the
    Initial S-4)10
.5

First Amendment of Cooperative Agreement between Resolute Aneth,
    LLC and Navajo Nation Oil and Gas Company, Inc. dated
    October 21, 2005. (incorporated by reference as
    Exhibit 10.10 to the Initial
    S-4)10
.6

Carbon Dioxide Sale and Purchase Agreement by and between
    ExxonMobil Gas & Power Marketing Company (a division
    of Exxon Mobil Corporation), as agent for Mobil Producing
    Texas & New Mexico, Inc. (Seller) and Resolute Aneth,
    LLC (Buyer) dated July 1, 2006, as amended July 21,
    2006. (incorporated by reference as Exhibit 10.11 to
    Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009)10
.7

Product Sale and Purchase Contract by and between Resolute
    Natural Resources Company (Buyer) and Kinder Morgan
    CO2 Company, L.P. (Seller) dated July 1, 2007, as
    amended October 1, 2007, January 1, 2009 and
    October 5, 2010. (incorporated by reference as
    Exhibit 10.12 to Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009 and Exhibit 99.1 to the Current Report
    on
    Form 8-K
    filed on October 7, 2010.)10
.8

Gas Sales and Purchase Contract 
    Conventional & Residue Gas dated April 12, 1995,
    between Rim Offshore, Inc., as producer, and Western Gas
    Resources, Inc., as processor (Contract #6690), as amended
    July 27, 2006 and March 6, 2009. (incorporated by
    reference as Exhibit 10.13 to Amendment No. 1 to the
    Initial S-4
    filed on August 31, 2009 )10
.9

Consent Decree, entered into June 2005, relating to alleged
    violations of the federal Clean Air Act. (incorporated by
    reference as Exhibit 10.16 to the Initial
    S-4)10
.10

Consent Decree, entered into August 2004, relating to alleged
    violations of the federal Clean Water Act. (incorporated by
    reference as Exhibit 10.17 to the Initial
    S-4)10
.11

Crude Oil Purchase Agreement dated August 27, 2009 between
    Western Refining Southwest, Inc., as purchaser, and Resolute
    Natural Resources Company, as seller. (incorporated by reference
    as Exhibit 10.18 to Amendment No. 1 to the Initial
    S-4 filed on
    August 31, 2009)10
.12

Form of Retention Award Agreement between Resolute Energy
    Corporation and certain award recipients. (incorporated by
    reference as Exhibit 10.19 to Amendment No. 2 to the
    Initial S-4
    filed on September 8, 2009)10
.13

Form of Restricted Stock Award Agreement for Non-employee
    Directors (incorporated by reference to Exhibit 10.13 to
    the Annual Report on
    Form 10-K
    of Resolute Energy Corporation filed on March 30, 2010)10
.14#

Form of Confidentiality and Non Compete Agreement among Resolute
    Holdings, LLC and certain employees dated as of January 23,
    2004 (incorporated by reference to Exhibit 10.14# to the
    Annual Report on
    Form 10-K
    of Resolute Energy Corporation filed on March 30, 2010)10
.15#

Form of Restricted Stock Agreement for Employees (incorporated
    by referenced as Exhibit 10.1 to the
    10-Q filed
    on May 11, 2010)10
.16#

Form of Stock Appreciation Right Agreement for Non-employee
    Directors (incorporated by reference as Exhibit 10.2 to the
    10-Q filed
    on May 11, 2010)10
.17#

Letter Agreement between Resolute Energy Corporation and Dale E.
    Cantwell, effective as of June 1, 2010 (incorporated by
    reference as Exhibit 10.1 to the
    10-Q filed
    on August 12, 2010)10
.18#

Letter Agreement between Resolute Energy Corporation and Janet
    W. Pasque, effective as of June 1, 2010 (incorporated by
    reference as Exhibit 10.1 to the
    10-Q filed
    on August 12, 2010)12
.1

Statement of Ratio of Earnings to Fixed Charges21


List of Subsidiaries of Resolute Energy Corporation23
.1

Consent of Deloitte & Touche LLP.23
.2

Consent of KPMG LLP.23
.3

Consent of Netherland, Sewell & Associates, Inc.31
.1

Certification of the Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of the Chief Financial Officer pursuant to
    Section 302 of the Sarbanes Oxley Act of 200232


Certification of the Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002 64




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##### Table of Contents



ExhibitNumber

Description of Exhibits99
.1

Report of Netherland, Sewell & Associates, Inc.
    regarding the registrants reserves as of December 31,
    2010


The Purchase and IPO Reorganization Agreement filed as
    Exhibit 2.1, the Purchase and Sale Agreement filed as
    Exhibit 2.3, the Asset Sale Agreement filed as
    Exhibit 2.4, the Purchase and Sale Agreement filed as
    Exhibit 2.5 and the Cooperative Agreement file as
    Exhibit 10.4 omit certain of the schedule and exhibits to
    each of the Purchase and IPO Reorganization Agreement, Purchase
    and Sale Agreements, the Asset Sale Agreement and the
    Cooperative Agreement in accordance with Item 601 (b)(2) of
    Regulation S-K.
    A list briefly identifying the contents of all omitted schedules
    and exhibits is included with each of the Purchase and Sale
    Agreement, the Asset Sale Agreement and the Cooperative
    Agreement filed as Exhibit 2.1, 2.3, 2.4, 2.5 and 10.4,
    respectively. Resolute agrees to furnish supplementally a copy
    of any omitted schedule or exhibit to the Securities and
    Exchange Commission upon request.


Portions of this exhibit have been omitted pursuant to a request
    for confidential treatment.#


Management Contract, Compensation Plan or Agreement  65




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##### Table of Contents



SIGNATURES
    RESOLUTE ENERGY CORPORATION

Dated: March 14, 2011   By:
    /s/  Nicholas
    J. Sutton      Signature

Title

Date/s/  Nicholas
    J. SuttonNicholas
    J. Sutton

Chief Executive Officer and Director (Principal Executive
    Officer)

March 14, 2011/s/  James
    M. PicconeJames
    M. Piccone

President and Director

March 14, 2011/s/  Theodore
    GazulisTheodore
    Gazulis

Senior Vice President and Chief Financial Officer (Principal
    Financial Officer)

March 14, 2011/s/  James
    A. TuellJames
    A. Tuell

Vice President and Chief Accounting Officer (Principal
    Accounting Officer)

March 14, 2011/s/  Richard
    L. CovingtonRichard
    L. Covington

Director

March 14, 2011/s/  William
    H. CunninghamWilliam
    H. Cunningham

Director

March 14, 2011/s/  James
    E. DuffyJames
    E. Duffy

Director

March 14, 2011/s/  Kenneth
    A. HershKenneth
    A. Hersh

Director

March 14, 2011/s/  Thomas
    O. Hicks, Jr.Thomas
    O. Hicks, Jr.

Director

March 14, 2011/s/  William
    J. QuinnWilliam
    J. Quinn

Director

March 14, 2011/s/  Robert
    M. SwartzRobert
    M. Swartz

Director

March 14, 2011  66




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##### Table of Contents



FINANCIAL
    STATEMENTS
  INDEX TO
    FINANCIAL STATEMENTS
      RESOLUTE ENERGY CORPORATIONReports of Independent Registered Public
    Accounting Firm

F-2Resolute Energy Corporation Consolidated Balance
    Sheets as of December 31, 2010 and 2009

F-4Resolute Energy Corporation Consolidated
    Statements of Operations, for the years ended December 31,
    2010, 2009 and 2008

F-5Resolute Energy Corporation Consolidated
    Statements of Stockholders Equity for the years ended
    December 31, 2010, 2009 and 2008

F-6Resolute Energy Corporation Consolidated
    Statements of Cash Flows, for the years ended December 31,
    2010, 2009 and 2008

F-7Notes to Resolute Energy Corporation Consolidated
    Financial Statements

F-8PREDECESSOR RESOLUTEReport of Independent Registered Public
    Accounting Firm

F-30Predecessor Resolute Combined Statements of
    Operations, for the 267 day period ended September 24,
    2009 and the year ended December 31, 2008

F-31Predecessor Resolute Combined Statements of
    Shareholders/Members Equity for the 267 day
    period ended September 24, 2009 and the year ended
    December 31, 2008

F-32Predecessor Resolute Combined Statements of Cash
    Flows, for the 267 day period ended September 24, 2009
    and the year ended December 31, 2008

F-33Notes to Predecessor Resolute Combined Financial
    Statements

F-34  F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm            Internal Control 
    Integrated Framework
  KPMG
    LLP
     F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal Control  Integrated
    Framework Managements Annual Report on Internal Control Over
    Financial Reporting
        Internal Control  Integrated
    Framework
    KPMG
    LLP
     F-3




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##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Balance Sheets
 (in thousands,
    except share amounts)
   December 31,2010


2009AssetsCurrent assets:Cash and cash equivalents

$
1,844


$
455Accounts receivable


45,154



27,047Deferred income taxes


11,954



7,050Derivative instruments


4,745



6,958Prepaid expenses and other current assets


1,596



1,930Total current assets


65,293



43,440Property and equipment, at cost:Oil and gas properties, full cost method of accountingUnproved


37,235



7,306Proved


689,021



634,383Other property and equipment


2,869



2,413Accumulated depletion, depreciation and amortization


(57,564
)


(11,323
)Net property and equipment


671,561



632,779Other assets:Restricted cash


14,781



12,965Derivative instruments


3,098



3,600Deferred financing costs


3,281



Other assets


2,509



656Total assets

$
760,523


$
693,440Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued expenses

$
58,144


$
41,287Asset retirement obligations


3,072



1,221Derivative instruments


31,193



20,360Total current liabilities


92,409



62,868Long term liabilities:Long term debt


127,900



109,575Asset retirement obligations


11,693



9,217Derivative instruments


51,279



55,260Deferred income taxes


73,376



62,467Other noncurrent liabilities






516Total liabilities


356,657



299,903Commitments and contingenciesStockholders equity:Preferred stock, $0.0001 par value; 1,000,000 shares
    authorized; none issued or outstanding






Common stock, $0.0001 par value; 225,000,000 shares
    authorized; issued and outstanding 54,717,571 and
    53,154,883 shares at December 31, 2010 and
    December 31, 2009, respectively


5



5Additional paid-in capital


436,794



432,650Accumulated deficit


(32,933
)


(39,118
)Total stockholders equity


403,866



393,537Total liabilities and stockholders equity

$
760,523


$
693,440    F-4




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##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Statements of Operations
 (in
    thousands, except per share data)
  Year Ended December 31,2010


2009


2008Revenue:Oil

$
152,953


$
37,528


$
Gas


17,204



4,149



Other


3,238



739



Total revenue


173,395



42,416



Operating expenses:Lease operating


51,618



16,185



Production and ad valorem taxes


24,151



5,807



Depletion, depreciation, amortization, and asset retirement
    obligation accretion


47,016



11,541



General and administrative


19,440



20,328



1,560Write-off of deferred acquisition costs






3,500



Total operating expenses


142,225



57,361



1,560Income (loss) from operations


31,170



(14,945
)


(1,560
)Other income (expense):Interest income






776



7,601Interest expense, net


(4,855
)


(1,538
)


Realized and unrealized losses on derivative instruments


(17,842
)


(49,514
)


Other income


100



91



Total other income (expense)


(22,597
)


(50,185
)


7,601Income (loss) before income taxes


8,573



(65,130
)


6,041Income tax benefit (expense)


(2,388
)


19,887



(2,054
)Net income (loss)

$
6,185


$
(45,243
)

$
3,987Net income (loss) per common share:Basic and diluted

$
0.12


$
(0.93
)

$
0.06Weighted average common shares outstanding:Basic


49,900



46,394



45,105Diluted


50,475



46,394



45,105    F-5




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##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Statements of Stockholders Equity
 (in
    thousands)
  AccumulatedCommon Stock


Additional Paid-in


(Deficit)/ Retained


StockholdersShares


Amount


Capital


Earnings


EquityBalance as of January 1, 2008


69,000


$
5


$
357,999


$
1,697


$
359,701Net income














3,987



3,987Deferred interest attributable to common stock, subject to
    redemption














(1,489
)


(1,489
)Balance as of December 31, 2008


69,000



5



357,999



4,195



362,199Reclassification of common stock subject to possible redemption






2



160,796



2,510



163,308Common stock redeemed


(11,592
)


(1
)


(112,557
)


(580
)


(113,138
)Purchase of common stock


(7,503
)


(1
)


(73,345
)






(73,346
)Cancellation of common stock previously issued to founding
    stockholder


(7,335
)


(1
)










(1
)Redemption of 27,600,000 warrants










(15,180
)






(15,180
)Forgiveness of deferred underwriters commission










11,738







11,738Issuance of common stock for acquisition


9,200



1



88,779







88,780Issuance of earnout shares for acquisition


1,385







10,024







10,024Issuance of warrants for acquisition










3,202







3,202Equity based compensation










1,194







1,194Net loss














(45,243
)


(45,243
)Balance as of December 31, 2009


53,155



5



432,650



(39,118
)


393,537Grant of stock and restricted stock


1,747







6,413







6,413Redemption of restricted stock for employee income taxes


(184
)






(2,270
)






(2,270
)Exercise of warrants










1







1Net income














6,185



6,185Balance as of December 31, 2010


54,718


$
5


$
436,794


$
(32,933
)

$
403,866    F-6




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##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Consolidated
    Statements of Cash Flows
 (in
    thousands)
  Year Ended December 31,2010


2009


2008Operating activities:Net income (loss)

$
6,185


$
(45,243
)

$
3,987Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:Depletion, depreciation, amortization and asset retirement
    obligation accretion


47,016



11,541



Amortization of deferred financing costs


757







Equity-based compensation, net


6,247



1,084



Write-off of deferred acquisition costs






3,500



Unrealized loss on derivative instruments


9,566



46,321



Deferred income taxes


6,005



(19,813
)


(115
)Change in operating assets and liabilities, net of acquired
    amounts:Accounts receivable


(17,941
)


(3,786
)


Other current assets


334



(883
)


266Accounts payable and accrued expenses


326



(4,866
)


(1,054
)Accounts payable  related party






(19
)


(53
)Net cash provided by (used in) operating activities


58,495



(12,164
)


3,031Investing activities:Acquisition of subsidiary, net of cash acquired






(323,822
)


Decrease (increase) in cash and cash equivalents in trust






250,024



(250,024
)Purchase of marketable securities held in trust






(249,654
)


Sales / maturities of marketable securities held in trust






539,771



251,184Oil and gas exploration and development expenditures


(65,254
)


(6,640
)


Proceeds from sale of oil and gas properties


260



59



Purchase of other property and equipment


(459
)


(224
)


Increase in restricted cash


(1,817
)






Settlement of notes receivable  related parties






52



Payment of proposed acquisition costs










(3,424
)(Increase) decrease in other noncurrent assets


(1,853
)


421



Net cash provided by (used in) investing activities


(69,123
)


209,987



(2,264
)Financing activities:Payments due to Holdings






(1,248
)


Redemption of common stock






(113,139
)


Forward purchase of common stock






(73,346
)


Redemption of warrants






(15,180
)


Payment of deferred underwriters fees






(5,650
)


Proceeds from bank borrowings


215,275



53,376



Repayments of bank borrowings


(196,950
)


(43,000
)


Payment of financing costs


(4,039
)






Redemption of restricted stock for employee income taxes


(2,270
)






Exercise of warrants


1







Net cash provided by (used in) financing activities


12,017



(198,187
)


Net increase (decrease) in cash and cash equivalents


1,389



(364
)


767Cash and cash equivalents at beginning of period


455



819



52Cash and cash equivalents at end of period

$
1,844


$
455


$
819Supplemental disclosures of cash flow information:Cash paid during the period for:Interest, net of amounts capitalized

$
4,135


$
3,584


$
Income taxes

$
32


$
1,004


$
2,750Supplemental schedule of non-cash investing and financing
    activities:Deferred acquisition costs included in accounts payable and
    accrued expenses

$



$



$
76Capital expenditures financed through current liabilities

$
15,855


$
2,755


$
Increase to asset retirement obligations

$
6,215


$



$
Issuance of common stock for acquisition

$



$
88,780


$
Issuance of warrants for acquisition

$



$
3,202


$
Issuance of earnout shares for acquisition

$



$
10,024


$
Forgiveness of deferred underwriters commission

$



$
11,738


$
    F-7




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##### Table of Contents



RESOLUTE ENERGY
    CORPORATION
  Notes
    To Consolidated Financial Statements
  Note 1 
    Organization
    and Nature of Business          Note 2 
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Basis of
    Presentation
   F-8




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##### Table of Contents



Assumptions,
    Judgments and Estimates
      Fair Value
    of Financial Instruments
      2010


2009Trade receivables

$
40,640


$
25,500Income tax receivable


3,645



Derivative receivables


98



236Other receivables


771



1,311Total accounts receivable

$
45,154


$
27,047   Industry
    Segment and Geographic Information
    Cash, Cash
    Equivalents, and Marketable Securities
    Deferred
    Financing Costs
   F-9




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##### Table of Contents



Capitalized
    Interest
    Concentration
    of Credit Risk
    Oil and Gas
    Properties
    2 2 2 2
  2
     F-10




---



##### Table of Contents



unit-of-production 2
    Regulation S-X Article 4-10
  Other
    Property and Equipment
   F-11




---



##### Table of Contents



Impairment
    of Long-Lived Assets Other than Oil and Gas
    Properties
    Asset
    Retirement Obligation
  units-of-production
        2010


2009Asset retirement obligations at beginning of period

$
10,438


$
Liabilities assumed in acquisition of Predecessor Resolute






10,278Additional liability incurred


4



Accretion expense


774



218Liabilities settled


(2,662
)


(58
)Revisions to previous estimates


6,211



Asset retirement obligations at end of period


14,765



10,438Less: current asset retirement obligations


(3,072
)


(1,221
)Long-term asset retirement obligations

$
11,693


$
9,217   Derivative
    Instruments
  Derivatives and Hedging
 F-12




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##### Table of Contents



Revenue
    Recognition
      General and
    Administrative Expenses
    Income
    Taxes
  Accounting for Income
    Taxes
  Note 3 
    Acquisitions
    and Divestitures  Resolute
    Transaction
      September 25, 2009Cash consideration

$
325,000Company common stock


88,800Company common stock subject to forfeiture


10,000Fair value of warrants, net of payment to Sponsor of
    $1.2 million


3,200Total purchase price

$
427,000    F-13




---



##### Table of Contents



September 25, 2009Current assets

$
33,500Oil and gas properties


633,600Other property and equipment


2,200Other assets


18,400Debt assumed


(99,200
)Deferred income tax liability


(75,500
)Other liabilities


(86,000
)Total purchase price

$
427,000   Note 12  Fair Value Measurements.
      (i)
    9,200,000 shares of Company common stock, 200,000 of which
    were issued to service providers (employees of Predecessor
    Resolute who became employees of Resolute upon consummation of
    the Resolute Transaction) in recognition of their services.
    100,000 shares vested immediately on September 25,
    2009 and the remaining shares less forfeitures vested on the one
    year anniversary of the Acquisition Date;(ii)
    4,600,000 new Company Founders Warrants, (New Founder
    Warrants) issued in exchange for Old Founders
    Warrants (defined below) to purchase Company common stock with a
    strike price of $13.00, a trigger price of $13.75 and a five
    year term from the date of the Resolute Transaction; and(iii)
    1,385,000 Company earnout shares, which are shares of Company
    common stock (with voting rights) (Earnout Shares)
    that were forfeitable if the price of Company common stock did
    not exceed $15.00 per share for 20 trading days in any 30
    trading day period within five years from the date of the
    Resolute Transaction. The Earnout Shares vested on
    February 2, 2011.   F-14




---



##### Table of Contents



Pro Forma
    Financial Information
      2009(in thousands,except per share amount)Total revenue

$
127,760Operating loss


(26,558
)Net loss


(64,827
)Basic and diluted net loss per share

$
(1.22
)   Note 4 
    Earnings per
    Share       F-15




---



##### Table of Contents



2010Net Income

$
6,185Basic weighted average common shares outstanding


49,900Add: dilutive effect of non-vested restricted stock


575Diluted weighted average common shares outstanding


50,475Basic and diluted earnings per common share

$
0.12     2009


2008Common





CommonCommon


Stock


Common


StockStock


Subject to


Stock


Subject toRedemption





RedemptionNumerator:Allocation of undistributed earnings (loss)

$
(43,313
)

$
(1,930
)

$
2,498


$
1,489Denominator:Weighted average of issued shares outstanding

$
46,394


$
12,114


$
45,105


$
16,560Basic and diluted earnings per share

$
(0.93
)

$
(0.16
)

$
0.06


$
0.09     WarrantsBalance at January 1, 2008


76,000Redemption of warrants in Resolute Transaction


(27,600
)Cancellation of Old Founder Warrants


(4,600
)Issuance of New Founder Warrants


4,600Balance at December 31, 2009 and 2010


48,400     Note 5 
    Marketable
    Securities Held in Trust    Note 6 
    Related Party
    Transactions   F-16




---



##### Table of Contents



Note 7 
    Long Term
    Debt            Note 8 
    Income Taxes    2010


2009


2008Current income tax benefit (expense)

$
3,617


$
74


$
(2,169
)Deferred income tax benefit (expense)


(6,005
)


19,813



115Total income tax benefit (expense)

$
(2,388
)

$
19,887


$
(2,054
)    F-17




---



##### Table of Contents



2010


2009


2008Expected statutory income tax benefit (expense)

$
(3,001
)

$
22,120


$
(2,054
)State income tax benefit (expense)


(98
)


1,612



Equity based compensation






(322
)


Non-deductible merger costs






(3,615
)


Provision to tax return revision


969







Other


(258
)


92



Total income tax benefit (expense)

$
(2,388
)

$
19,887


$
(2,054
)     December 31,2010


2009Current deferred income tax assets (liabilities):Derivative financial instruments

$
10,048


$
5,170Asset retirement obligation


1,123



968Other


783



912Total current


11,954



7,050Long term deferred income tax assets (liabilities):Derivative financial instruments


18,198



19,515Net operating loss carryovers


7,833



9,310Asset retirement obligation


4,272



2,414Startup and organization costs


235



253Deferred acquisition costs


45



45Percentage depletion


608



Property and equipment costs


(104,469
)


(92,249
)Other


(98
)


(1,755
)Total long term


(73,376
)


(62,467
)Net deferred tax (liability) asset

$
(61,422
)

$
(55,417
)       Accounting for Income Taxes
   F-18




---



##### Table of Contents



Note 9 
    Stockholders
    Equity and Equity Based Awards  Preferred
    Stock
    Common
    Stock
        Share-Based
    Compensation
  Stock Compensation
         F-19




---



##### Table of Contents



Grant Year

Average Expected Volatility


Expected Dividend Yield


Risk-Free Interest Rate2010


70.5% - 76.4%



0.0%



1.04% - 1.75%        F-20




---



##### Table of Contents



Note 10 
    Employee
    Benefits      Time Vested
    Cash Awards
    Note 11 
    Derivative
    Instruments    Oil (NYMEX




Gas (NYMEX HH)WTI) Weighted




Weighted AverageAverage Hedge




Hedge Price perYear

Bbl per Day


Price per Bbl


MMBtu per Day

MMBtu2011


3,250


$
68.26


2,750

$
9.322012


3,250


$
68.26


2,100

$
7.422013


2,000


$
60.47


1,900

$
7.40     Hedged PriceDifferential perYear

Index

MMBtu per Day


MMBtu2011  2013


Rocky Mountain NWPL



1,800


$
2.102011


Rocky Mountain CIG



1,500


$
0.572012


Rocky Mountain CIG



1,000


$
0.5752013


Rocky Mountain CIG



500


$
0.592014


Rocky Mountain CIG



1,000


$
0.59  F-21




---



##### Table of Contents



Oil Collar


(NYMEX WTI)Volumes


Floor


CeilingYear

Bbl per Day


Price


Price2011


250


$
80.00


$
90.002012


250


$
80.00


$
93.50     Oil Swap


Oil (NYMEX WTI)


Oil Collar

(NYMEX WTI)Volumes


Weighted Average


Volumes

Floor


CeilingYear

Bbl per Day


Hedge Price per Bbl


Bbl per Day

Price


Price2011


750


$
70.58


3,750

$
66.67


$
94.672012


3,250


$
68.26


875

$
69.71


$
98.142013


2,000


$
60.47


775

$
80.00


$
105.002014









1,500

$
65.00


$
110.00       Year Ended December 31,2010


2009Other income (expense):Realized losses

$
(8,276
)

$
(3,193
)Unrealized losses


(9,566
)


(46,321
)Total loss on derivative instruments

$
(17,842
)

$
(49,514
)   Credit Risk
    and Contingent Features in Derivative
    Instruments
      Note 12 
    Fair Value
    Measurements  , Fair Value Measurements and Disclosures,
 F-22




---



##### Table of Contents




    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Quoted prices in active markets for
    similar assets and liabilities, quoted prices for identical or
    similar instruments in markets that are not active and
    model-derived valuations whose inputs are observable or whose
    significant value drivers are observable.
    Level 3  Significant inputs to the valuation
    model are unobservable.        Description

Level 1


Level 2


Level 3AssetsCommodity swaps

$



$
4,745


$
Commodity collars










Current assets: derivative instruments

$



$
4,745


$
Commodity swaps

$



$
3,098


$
Other assets: derivative instruments

$



$
3,098


$
LiabilitiesCommodity swaps

$



$
585


$
Commodity collars






30,608



Current liabilities: derivative instruments

$



$
31,193


$
Commodity swaps

$



$
50,793


$
Commodity collars






486



Long term liabilities: derivative instruments

$



$
51,279


$
  F-23




---



##### Table of Contents



Description

Level 1


Level 2


Level 3AssetsCommodity swaps

$



$
5,236


$
Commodity collars






1,722



Current assets: derivative instruments

$



$
6,958


$
Commodity swaps

$



$
3,600


$
Other assets: derivative instruments

$



$
3,600


$
LiabilitiesCommodity swaps

$



$
20,360


$
Current liabilities: derivative instruments

$



$
20,360


$
Commodity swaps

$



$
55,260


$
Long term liabilities: derivative instruments

$



$
55,260


$
   Note 13 
    Commitments
    and Contingencies  CO2Take-or-Pay
    Agreements
  take-or-pay 2 2 2 2 2 take-or-pay
    2
  CO2
    PurchaseYear

Commitments2011


23,0322012


23,8932013


23,0332014


19,0622015


14,694Thereafter


35,586Total

$
139,300   Crude
    Production Purchase Agreement
  month-to-month right-of-way rights-of-way.
 F-24




---



##### Table of Contents



Operating
    Leases
  month-to-month
  2
  Escrow
    Funding Agreement
    NNOG
    Purchase Options
     F-25




---



##### Table of Contents



McElmo


RatherfordAneth Unit


Creek Unit


UnitChevron Properties:Option 1 (100% Payout)


5.30%



1.50%



0.30%Option 2 (150% Payout)


5.30%



1.50%



0.30%Option 3 (200% Payout)


5.30%



1.50%



0.30%Total


15.90%



4.50%



0.90%   McElmo


RatherfordAneth Unit


Creek Unit


UnitExxonMobil Properties:Option 1 (100% Payout)


0.75%



6.00%



5.60%Option 2 (150% Payout)


0.75%



6.00%



5.60%Option 3 (200% Payout)


0.75%



6.00%



5.60%Total


2.25%



18.00%



16.80%   Note 14 
    Oil and Gas
    Producing Activities    2010


2009Development costs*

$
47,640


$
7,989Exploration


14,866



2Acquisitions:Proved


635



622,495Unproved


21,638



11,203Total

$
84,779


$
641,689   *
    
    Includes $12.9 million and
    $4.4 million of acquired
    CO2
    during 2010 and 2009,
    respectively.    2010


2009Proved oil and gas properties

$
689,021


$
634,383Unevaluated oil and gas properties, not subject to amortization


37,235



7,306Accumulated depletion, depreciation and amortization


(56,967
)


(11,173
)Oil and gas properties, net

$
669,289


$
630,516   Note 15 
    Supplemental
    Oil and Gas Information 
    (unaudited)  Reserve
    Engineering and Auditor Qualifications:
     F-26




---



##### Table of Contents



Oil and Gas
    Reserve Quantities:
      Oil


Gas


NGL(Bbl)


(Mcf)


(Bbl)


Oil Equivalent (BOE)Purchases of minerals in place on September 25, 2009


64,946



52,203



6,997



80,643Production


(543
)


(895
)


(4
)


(696
)Revisions of previous estimates (1)


(14,544
)


(13,079
)


1,210



(15,514
)Proved reserves as of December 31, 2009:


49,859



38,229



8,203



64,433Purchases of minerals in place


19



26







24Production


(2,089
)


(3,423
)


(20
)


(2,680
)Extensions, discoveries and other additions


49



45







58Revisions of previsions estimates


2,394



4,221



(264
)


2,834Proved reserves as of December 31, 2010


50,232



39,098



7,919



64,669Proved developed reserves:As of December 31, 2010


30,819



13,968



1,165



34,312As of December 31, 2009


30,895



15,523



1,455



34,938     1)
    
    The negative revisions are primarily due to commodity pricing
    attributable to utilization of average first of month fiscal
    year commodity prices.  Standardized
    Measure of Discounted Future Net Cash Flows Relating to Proved
    Oil and Gas Reserves:
     F-27




---



##### Table of Contents



1)
    Estimates were made of quantities of proved reserves and future
    periods during which they are expected to be produced based on
    year-end economic conditions.2)
    The estimated future cash flows was compiled by applying average
    annual prices of crude oil and gas relating to Resolutes
    proved reserves to the year-end quantities of those reserves.3)
    The future cash flows were reduced by estimated production
    costs, costs to develop and produce the proved reserves and
    abandonment costs, all based on year-end economic conditions.4)
    Future income tax expenses were based on year-end statutory tax
    rates giving effect to the remaining tax basis in the oil and
    gas properties, other deductions, credits and allowances
    relating to Resolutes proved oil and natural gas reserves.5)
    Future net cash flows were discounted to present value by
    applying a discount rate of 10%.    December 31,2010


2009(in thousands)Future cash inflows

$
4,124,000


$
3,056,000Future production costs


(1,684,000
)


(1,483,000
)Future development costs


(523,000
)


(432,000
)Future income taxes


(589,000
)


(290,000
)Future net cash flows


1,328,000



851,00010% annual discount for estimated timing of cash flows


(741,000
)


(490,000
)Standardized measure of discounted future net cash flows

$
587,000


$
361,000     December 31,2010


2009(in thousands)Standardized measure, beginning of year

$
361,000


$
Sales of oil and gas produced, net of production costs


(63,000
)


(22,000
)Net changes in prices and production costs


341,000



(288,000
)Purchase of minerals in place






555,000Previously estimated development costs incurred during the year


41,000



5,000Extensions and discoveries


1,000



Changes in estimated future development costs


(87,000
)


43,000Revisions of previous quantity estimates


46,000



(131,000
)Accretion of discount


36,000



14,000Net change in income taxes


(142,000
)


122,000Changes in timing and other


53,000



63,000Standardized measure, end of year

$
587,000


$
361,000  F-28




---



##### Table of Contents



Note 16 
    Quarterly
    Financial Data  (unaudited)    Three Months EndedMarch 31,


June 30,


September 30,


December 312010


2010


2010


2010Year Ended December 31, 2010:Revenue

$
41,132


$
40,642


$
41,828


$
49,793Operating expenses


32,914



33,056



36,179



40,076Income (loss) from operations


8,218



7,586



5,649



9,717Net income (loss)


4,704



19,068



(7,060
)


(10,527
)Earnings (loss) per common share:Basic and diluted

$
0.09


$
0.38


$
(0.14
)

$
(0.21
)Weighted average common shares outstanding:Basic


49,906



49,905



49,905



49,900Diluted


49,906



50,526



49,905



49,900   Three Months EndedMarch 31,


June 30,


September 30,


December 31,2009


2009


2009


2009Year Ended December 31, 2009:Revenue

$



$



$
2,270


$
40,146Operating expenses


3,805



311



13,391



39,854Income (loss) from operations


(3,805
)


(311
)


(11,121
)


292Net loss


(2,209
)


(79
)


(21,405
)


(21,550
)Basic and diluted earnings (loss) per common share:Common stock

$
(0.05
)

$



$
(0.43
)

$
(0.43
)Common stock, subject to redemption

$
0.01


$



$
(0.13
)

$
Weighted average common shares outstanding:Common stock


45,105



45,105



45,418



45,905Common stock, subject to redemption


16,560



16,560



15,480



  F-29




---



##### Table of Contents



To the Managing
    Members of
 Resolute Natural Resources Company, LLC, Resolute
    Aneth, LLC, WYNR, LLC, and BWNR, LLC
                  F-30




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC,
    RESOLUTE ANETH, LLC, WYNR, LLC, BWNR, LLC,
    RESOLUTE WYOMING, INC.,
    RNRC HOLDINGS, INC.
 Combined
    Statements of Operations(in thousands)  For the 267 DayPeriod Ended


Year EndedSeptember 24,


December 31,2009


2008Revenue:Oil

$
72,655


$
193,535Gas


10,183



29,376Other


2,506



6,261Total revenue


85,344



229,172Operating expenses:Lease operating


46,771



85,990Depletion, depreciation, amortization, and asset retirement
    obligation accretion


21,925



50,335Impairment of proved properties


13,295



245,027General and administrative


8,076



20,211Total operating expenses


90,067



401,563Loss from operations


(4,723
)


(172,391
)Other income (expense):Interest expense


(18,416
)


(33,139
)(Loss) gain on derivative instruments


(23,519
)


96,032Other income


47



832Total other (expense) income


(41,888
)


63,725Loss before income taxes


(46,611
)


(108,666
)Income tax benefit


5,019



18,247Net loss


(41,592
)


(90,419
)Less: net loss (income) attributable to the noncontrolling
    interest






177Net loss attributable to Predecessor Resolute

$
(41,592
)

$
(90,242
)    F-31




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC
    RESOLUTE ANETH, LLC
    WYNR, LLC
    BWNR, LLC
    RESOLUTE WYOMING, INC.
    RNRC HOLDINGS, INC.
 Combined
    Statements of Shareholders/Members Equity
    (Deficit)(in thousands, except for shares)  TotalAdditional





Members





Shareholders/Common Stock


Paid-in


Accumulated


Equity


Noncontrolling


MembersShares


Amount


Capital


Deficit


(Deficit)


Interest


Equity (Deficit)Balances at January 1, 2008


2,000


$
1


$
26,248


$
(3,311
)

$
(100,189
)

$
3,104


$
(74,147
)Capital contributions










15,909







4,227







20,136Distributions














(15
)


(9,224
)






(9,239
)Acquisition of noncontrolling interest










1,981



945







(2,927
)


Equity-based compensation










4,160







3,840







7,999Issuance of common stock


1,000







1















1Resources conversion to LLC


(1,000
)






(10,705
)


10,705











Net loss














(37,760
)


(52,482
)


(177
)


(90,419
)Balances at December 31, 2008


2,000



1



37,594



(29,436
)


(153,828
)






(145,669
)Capital contributions


















125







125Distributions


















(125
)






(125
)Equity-based compensation


















2,818







2,818Net loss














(8,257
)


(33,335
)






(41,592
)Balances at September 24, 2009


2,000


$
1


$
37,594


$
(37,693
)

$
(184,345
)

$



$
(184,443
)    F-32




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC
    RESOLUTE ANETH, LLC
    WYNR, LLC
    BWNR, LLC
    RESOLUTE WYOMING, INC.
    RNRC HOLDINGS, INC.
 Combined
    Statements of Cash Flows(in thousands)  For the 267 DayPeriod EndedSeptember 24,


December 31,2009


2008Operating activities:Net loss

$
(41,592
)

$
(90,419
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depletion, depreciation and amortization


21,244



49,503Amortization and write-off of deferred financing costs


1,809



2,481Write-off of deferred offering costs






2,480Deferred income taxes


(4,732
)


(14,540
)Equity-based compensation


2,818



7,878Unrealized loss (gain) on derivative instruments


25,458



(120,573
)Accretion of asset retirement obligations


681



832Impairment of proved properties


13,295



245,027Loss on sale of other property and equipment


11



Other


(14
)


(16
)Change in operating assets and liabilities:Accounts receivable


(630
)


28,244Other current assets


365



2,003Accounts payable and accrued expenses


(4,546
)


(16,027
)Other current liabilities


(1,172
)


729Accounts payable  Holdings


(56
)


(223
)Net cash provided by operating activities


12,939



97,379Investing activities:Acquisition, exploration and development expenditures


(12,904
)


(62,042
)Proceeds from sale of oil and gas properties


218



1,141Proceeds from sale of property and equipment


10



25Purchase of other property and equipment


(66
)


(582
)Notes receivable  affiliated entities


7



2,070Increase in restricted cash


(1,751
)


(1,483
)Other


63



(150
)Net cash used for investing activities


(14,423
)


(61,021
)Financing activities:Deferred financing costs


(1,823
)


(3,599
)Proceeds from bank borrowings


95,670



274,099Payment of bank borrowings


(93,120
)


(312,061
)Capital contributions


125



9,273Capital distributions


(125
)


(9,224
)Net cash provided (used) by financing activities


727



(41,512
)Net decrease in cash and cash equivalents


(757
)


(5,154
)Cash and cash equivalents at beginning of year


1,935



7,089Cash and cash equivalents at end of year

$
1,178


$
1,935Supplemental disclosures of cash flow information:Cash paid during the year for:Interest

$
20,211


$
30,987Income taxes

$



$
20Supplemental schedule of non-cash investing and financing
    activities:Increase to asset retirement obligations

$
2,641


$
1,603Increase to oil and gas properties through capitalized
    equity-based compensation

$



$
122Capital expenditures financed through current liabilities

$
987


$
1,181Capital distributions

$



$
(15
)Capital contributions

$



$
10,863   See notes to combined financial
    statements
 F-33




---



##### Table of Contents



RESOLUTE NATURAL
    RESOURCES COMPANY, LLC
    RESOLUTE ANETH, LLC
    WYNR, LLC
    BWNR, LLC
    RESOLUTE WYOMING, INC.
    RNRC HOLDINGS, INC.
 Notes to Combined
    Financial Statements  Note 1 
    Description of
    the Companies and Business    Note 2 
    Basis of
    Presentation and Significant Accounting Policies  Basis of
    Presentation
        Assumptions,
    Judgments, and Estimates
   F-34




---



##### Table of Contents



Concentration
    of Credit Risk
    Oil and Gas
    Properties
    2 2 2 2
  2
     F-35




---



##### Table of Contents



unit-of-production 2
  Other
    Property and Equipment
    Asset
    Retirement Obligations
  units-of-production
  Impairment
    of Long-Lived Assets
  Property Plant and Equipment,
 F-36




---



##### Table of Contents



Deferred
    Financing Costs
    Derivative
    Instruments
      Revenue
    Recognition
       F-37




---



##### Table of Contents



General and
    Administrative Expenses
    Income
    Taxes
  Accounting for Income Taxes
    Industry
    Segment and Geographic Information
    Accounting
    Standards Update
  Business Combinations
  825-10-65-1, Interim Disclosures about Fair Value of Financial Instruments 825-10-65-1
 F-38




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##### Table of Contents



ASC 820-10-65-4, Determining Fair Value When the Volume or Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly 820-10-65-4 820-10-65-4
  810-10-65-1, Noncontrolling Interests in Consolidated Financial
    Statements  an amendment to Accounting Research
    Bulletin (ARB) No. 51 810-10-65-1 810-10-65-1
  815-10-65, Disclosures about Derivative Instruments and Hedging
    Activities  An Amendment of FASB Statement 133 815-10-65
  Subsequent
    Events
  105-10-65-1, The FASB Accounting Standards Codification and
    the Hierarchy of Generally Accepted Accounting Principles
  Note 3 
    Acquisitions  Net Profits
    Overriding Royalty Interest Contribution
     F-39




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##### Table of Contents



Primary
    Natural Resources Acquisition
      Business
    Combinations,
    December 31,2008Total revenue

$
229,172Net income

$
(90,419
)   Note 4 
    Asset
    Retirement Obligations      Period EndedSeptember 24,


December 31,2009


2008Asset retirement obligations at beginning of period

$
9,828


$
8,445Accretion expense


681



832Additional liability incurred






275Liabilities settled


(1,337
)


(220
)Revisions to previous estimates


2,641



496Asset retirement obligations at end of period


11,813



9,828Less current asset retirement obligations


2,565



1,713Long-term asset retirement obligations

$
9,248


$
8,115   Note 5 
    Related Party
    Transactions   F-40




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##### Table of Contents



Note 6 
    Long Term
    Debt  First Lien
    Facility
        Second Lien
    Facility
   F-41




---



##### Table of Contents



Note 7 
    Income
    Taxes      Period EndedSeptember 24,


December 31,2009


2008Current income tax expense:Federal

$



$
(19
)State


(104
)


Deferred income tax benefit


5,123



18,266Valuation allowance






Total income tax benefit (expense)

$
5,019


$
18,247     Period EndedSeptember 24,


December 31,2009


2008U.S. statutory income tax benefit

$
(4,626
)

$
(19,732
)State income tax benefit


(104
)


(265
)Share based compensation






1,456Change in valuation allowance






Other


(289
)


294Total tax benefit*

$
(5,019
)

$
(18,247
)     *
    
    Tax benefit is calculated based on taxable income of RNRC and
    RWI, which are taxable entities. Aneth, Sub, BWNR and WYNR are
    pass-through entities for federal and state income tax purposes.
    As such, neither current nor deferred income taxes are
    recognized by these entities. F-42




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##### Table of Contents



Accounting for Income Taxes,
      Balance at January 1, 2008


386Increases in unrecognized tax benefits


Decreases in unrecognized tax benefits


Balance at December 31, 2008


386Increases in unrecognized tax benefits


Decreases in unrecognized tax benefits


(386
)Balance at September 24, 2009

$
   Note 8 
    Shareholders/Members
    Equity and Equity Based Awards  Common
    Stock
    Members
    Equity
    Incentive
    Interests
  Resources
     F-43




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##### Table of Contents



Resolute Wyoming,
    Inc.
      Equity
    Appreciation Rights
         F-44




---



##### Table of Contents



EARsJanuary 1, 2008


2,068,000Granted


1,659,000Forfeited


(256,000
)Purchased


(395,000
)December 31, 2008


3,076,000Forfeited


(113,000
)September 24, 2009


2,963,000     Note 9 
    Defined
    Contribution Plan    Note 10 
    Derivative
    Instruments  Derivatives and Hedging
    Gas (NYMEX HH)Oil (NYMEX WTI)





Weighted AverageWeighted Average


MMBtu per


Hedge Price perYear

Bbl per Day


Hedge Price per Bbl


Day


MMBtu2009


3,900


$
62.75



1,800


$
9.932010


3,650


$
67.24



3,800


$
9.692011


3,250


$
68.26



2,750


$
9.322012


3,250


$
68.26



2,100


$
7.422013


2,000


$
60.47



1,900


$
7.40     F-45




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##### Table of Contents



Weighted AverageHedged PriceMMBtu per


Differential perYear

Index

Day


MMBtu2009  2013

Rocky Mountain
    NWPL


1,800


$
2.10     Gas (NYMEX HH)Oil (NYMEX WTI)





Weighted AverageWeighted Average


MMBtu per


Hedge Price perYear

Bbl per Day


Hedge Price per Bbl


Day


MMBtu2009


250


$
105.00-151.00



3,288


$
5.00-9.352010


200


$
105.00-151.00







     Period EndedSeptember 24,


December 31,2009


2008Other income (expense)Realized gains

$
1,939


$
120,573Unrealized losses


(25,458
)


(24,541
)Total: gain (loss) on derivative instruments

$
(23,519
)

$
96,032   Credit Risk
    and Contingent Features in Derivative
    Instruments
    Note 11 
    Fair Value
    Measurements  , Fair Value Measurements and Disclosures
   F-46




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##### Table of Contents




    Level 1  Quoted prices in active markets for
    identical assets or liabilities.
    Level 2  Quoted prices in active markets for
    similar assets and liabilities, quoted prices for identical or
    similar instruments in markets that are not active and
    model-derived valuations whose inputs are observable or whose
    significant value drivers are observable.
    Level 3  Significant inputs to the valuation
    model are unobservable.      Note 12 
    Commitments
    and Contingencies  CO2Take-or-Pay
    Agreements
  take-or-pay 2 2 2 2 take-or-pay 2
  Operating
    Leases
  month-to-month
  2
  NNOG
    Purchase Options.
   F-47




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##### Table of Contents



McElmo


RatherfordAneth Unit


Creek Unit


UnitChevron Properties:Option 1 (100% Payout)


5.30%



1.50%



0.30%Option 2 (150% Payout)


5.30%



1.50%



0.30%Option 3 (200% Payout)


5.30%



1.50%



0.30%Total


15.90%



4.50%



0.90%   McElmo


RatherfordAneth Unit


Creek Unit


UnitExxonMobil Properties:Option 1 (100% Payout)


0.75%



6.00%



5.60%Option 2 (150% Payout)


0.75%



6.00%



5.60%Option 3 (200% Payout)


0.75%



6.00%



5.60%Total


2.25%



18.00%



16.80%   Crude
    Production Purchase Agreement
  month-to-month right-of-way rights-of-way.
 F-48




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##### Table of Contents



Note 13 
    Oil And Gas
    Producing Activities    Period Ended September 24,


December 31,2009


2008Development costs

$
15,018


$
52,331Exploration


10



239Acquisitions:Proved


209



19,448Unproved


113



344Total

$
15,350


$
72,362   Note 14 
    Supplemental Oil
    and Gas Information  (unaudited)  Oil and Gas
    Reserve Quantities:
      OilOil


Gas


Equivalent(Bbl)(2)


(Mcf)


(Boe)Proved reserves as of January 1, 2008:


78,570



24,481



82,651Purchases of minerals in place


212



3,240



752Production


(2,049
)


(4,029
)


(2,721
)Extensions, discoveries and other additions


12







12Revisions of previous estimates (1)


(30,375
)


(5,911
)


(31,360
)Proved reserves as of December 31, 2008:


46,370



17,781



49,334Production


(1,464
)


(2,971
)


(1,959
)Extensions, discoveries and other additions


3,154



17,113



6,007Revisions of previous estimates (1)


23,881



20,278



27,261Proved reserves as of September 24, 2009


71,941



52,201



80,643Proved developed reserves:As of December 31, 2008


28,760



17,949



31,751As of September 24, 2009


46,105



17,675



49,050     1)
    
    The oil and gas revisions are attributable to the changes in
    prices of oil and gas.2)
    
    Includes NGL volumes. F-49




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##### Table of Contents



Standardized
    Measure of Discounted Future Net Cash Flows Relating to Proved
    Oil and Gas Reserves:
        1)
    Estimates were made of quantities of proved reserves and future
    periods during which they are expected to be produced based on
    year-end economic conditions.2)
    The estimated future cash flows was compiled by applying
    year-end prices of crude oil and gas relating to Resolutes
    proved reserves to the year-end quantities of those reserves.3)
    The future cash flows were reduced by estimated production
    costs, costs to develop and produce the proved reserves and
    abandonment costs, all based on year-end economic conditions.4)
    Future income tax expenses were based on year-end statutory tax
    rates giving effect to the remaining tax basis in the oil and
    gas properties, other deductions, credits and allowances
    relating to Predecessor Resolutes proved oil and natural
    gas reserves.5)
    Future net cash flows were discounted to present value by
    applying a discount rate of 10%.    Extractive Activities  Oil and Gas
  Period Ended


December 31,September 24, 2009


2008(in thousands)Future cash inflows

$
4,476,000


$
1,821,000Future production costs


(1,663,000
)


(994,000
)Future development costs


(555,000
)


(265,000
)Future income taxes (1)


(10,000
)


(4,000
)Future net cash flows


2,248,000



558,00010% annual discount for estimating timing of cash flows


(1,462,000
)


(310,000
)Standardized measure of discounted future net cash flows

$
786,000


$
248,000     (1)
    
    Future income taxes are related to RWIs oil and gas
    properties. Aneth is a pass through entity, therefore, there are
    no future income taxes associated with its oil and gas
    properties. F-50




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##### Table of Contents



September 24,


December 31,2009


2008(in thousands)Standardized measure, beginning of year

$
248,000


$
1,626,000Sales of oil and gas produced, net of production costs


(33,000
)


(147,000
)Net changes in prices and production costs


319,000



(1,432,000
)Extensions, discoveries and other, including infill reserves in
    an existing proved field, net of production costs


8,000



Improved recoveries






Purchase of minerals in place






24,000Previously estimated development cost incurred during the year


12,000



45,000Changes in estimated future development costs


(151,000
)


163,000Revisions of previous quantity estimates


352,000



(230,000
)Accretion of discount


18,000



164,000Net change in income taxes


(3,000
)


35,000Changes in timing and other


16,000



Standardized measure, end of period

$
786,000


$
248,000  F-51