ACQUISITIONS

The following table presents the adjusted purchase price and the allocations thereof, based on our estimates of fair value, for the acquisition of natural gas and crude oil properties during 2011 and 2010.



	Year Ended December 31,
	2011						2010
	Seneca-Upshur		2003/2002-D Partnerships		2005 Partnerships		Permian		2004 Partnerships
	(in thousands)

Total acquisition cost	$	81,465	$	29,960	$	43,015	$	114,273	$	34,768

Recognized amounts of identifiable assets acquired and liabilities assumed:
Assets acquired:
Natural gas and crude oil properties - proved	$	20,175	$	27,940	$	39,825	$	45,592	$	32,730
Natural gas and crude oil properties - unproved	60,965		—		—		71,647		—
Other assets	10,196		3,455		3,848		—		3,396
Total assets acquired	91,336		31,395		43,673		117,239		36,126
Liabilities assumed:
Asset retirement obligation	8,175		497		300		2,351		912
Environmental liability	—		—		—		615		126
Other liabilities	1,696		938		358		—		320
Total liabilities assumed	9,871		1,435		658		2,966		1,358
Total identifiable net assets acquired	$	81,465	$	29,960	$	43,015	$	114,273	$	34,768

Pro Forma Information. The results of operations for the above acquisitions have been included in our consolidated financial statements from the date of acquisition. Pro forma information is not presented as the pro forma results would not be materially different from the information presented in the accompanying statements of operations.

2011 Acquisitions

Seneca-Upshur. In October 2011, PDCM acquired from an unrelated third party 100% of the membership interests of Seneca-Upshur Petroleum, LLC ("Seneca-Upshur"), a West Virginia limited liability company, for the purchase price of $162.9 million ($81.5 million net to PDC), including a post-closing working capital adjustment of $10.4 million. Pursuant to the terms of the purchase agreement, there will be certain post-closing adjustments through April 1, 2012, including with respect to title, environmental and plugging and abandonment matters. In conformity with the transaction, the Company took over certain ordinary course litigation. However, the seller retained certain specific litigation matters. The acquisition included approximately 1,340 wells producing from the shallow Devonian Shale and Mississippian formations and all rights and depths to an estimated 100,000 net acres in West Virginia, of which 90,000 acres are prospective for the Marcellus Shale. We estimate that the acquisition added approximately 8 Bcfe to our total proved reserves as of December 31, 2011. Substantially all of the acreage acquired is held by production, prospective for the Marcellus Shale and is in close proximity to PDCM's existing properties.

2003/2002-D Partnerships. On October 28, 2011, we acquired from non-affiliated investor partners' the remaining working interest in five of our affiliated partnerships: PDC 2003-A Limited Partnership, PDC 2003-B Limited Partnership, PDC 2003-C Limited Partnership, PDC 2003-D Limited Partnership and PDC 2002-D Limited Partnership ("2003/2002-D Partnerships"). We purchased these partnerships for an aggregate amount of $30 million, which was funded from our corporate credit facility during the fourth quarter of 2011. These purchases included the non-affiliated investor partners remaining working interests in a total of 153 gross, 99.7 net, wells located in Wattenberg and Piceance. The acquisitions allow us the opportunity, assuming favorable capital and commodity markets, to accelerate the pace of refracturing the wells acquired, thus allowing us to optimize revenue opportunities.

2005 Partnerships. On June 15, 2011, we acquired from non-affiliated investor partners' the remaining working interest in three of our affiliated partnerships: PDC 2005-A Limited Partnership, PDC 2005-B Limited Partnership and Rockies Region Private Limited Partnership ("2005 Partnerships"). We purchased these partnerships for an aggregate amount of $43.0 million, which was funded from our corporate credit facility during the third quarter of 2011. These purchases included the non-affiliated investor partners' remaining working interests in a total of 146 gross, 104.5 net, wells located in Wattenberg and Piceance. The acquisitions allow us the opportunity, assuming favorable capital and commodity markets, to accelerate the pace of refracturing the wells acquired, thus allowing us to optimize revenue opportunities.

2010 Acquisitions

2004 Partnerships. In December 2010, we acquired the remaining working interest in four of our affiliated partnerships: PDC 2004-A Limited Partnership, PDC 2004-B Limited Partnership, PDC 2004-C Limited Partnership and PDC 2004-D Limited Partnership. We purchased these partnerships for an aggregate amount of $36.5 million. These purchases included the remaining working interests in a total of 122 gross, 88.6 net, wells located in Wattenberg and Piceance. The acquisitions allowed us the opportunity to accelerate the pace of refracturing the wells acquired, thus allowing us to optimize revenue opportunities.

Permian Basin. In July 2010, we acquired various producing assets located in the Wolfberry Trend in the Permian Basin in West Texas. In conjunction with the divestiture of our Michigan asset group we entered into a like-kind exchange agreement, in accordance with IRC Section 1031, with a qualified intermediary. The Wolfberry assets were identified as our replacement property in accordance with IRC Section 1031. Sales proceeds in the amount of $19.3 million from the Michigan divestiture were transferred directly to the qualified intermediary and, along with $55.7 million from our credit facility, funded the our Wolfberry acquisition. The sale of our Michigan assets resulted in a gain for income tax purposes of $19.2 million, which then resulted in a tax liability of $7.3 million. With the favorable deferral aspects of IRC Section 1031, we were able to defer $6.5 million of this tax liability.

In November 2010, we acquired for $39.4 million in cash a second position in the Wolfberry oil trend including 100% of the interest in producing assets and undeveloped acreage. The assets included seven producing wells that are located on a primarily contiguous 5,760 net acre block.

See Note 13 for a discussion of the divestiture of our Permian assets.