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marketwire

Provident Announces 2009 Third Quarter Results and November Cash Distribution

  • Press Release
  • Source: Provident Energy Trust
  • On 9:26 pm EST, Tuesday November 10, 2009

CALGARY, ALBERTA--(Marketwire - 11/10/09) - All values are in Canadian dollars and conversion of natural gas volumes to barrels of oil equivalent (boe) are at 6:1 unless otherwise indicated.

Provident Energy Trust (Provident) (TSX:PVE.UN - News) (NYSE:PVX - News) today announced its 2009 third quarter interim financial and operating results and the November cash distribution of $0.06 per unit.

"Provident's third quarter results were impacted by weakness in commodity prices," said President and Chief Executive Officer, Tom Buchanan. "In the Midstream business, margins were also impacted by a decline in natural gas flows at Empress, resulting in lower throughput and higher extraction costs. In the Upstream business, a third-party natural gas pipeline outage in Northwest Alberta impacted production volumes. Despite these challenges, Provident made excellent progress towards our objective of crystallizing value and repositioning the Upstream business for growth with the sale of certain non-strategic oil and gas assets, primarily in Saskatchewan. Also during the quarter, Provident Midstream continued to execute its growth program with the acquisition of additional fractionation capacity at Sarnia and the completion of two new condensate storage caverns at Redwater. These initiatives position Provident for continued growth and long term value enhancement."

Third Quarter Summary

- Consolidated funds flow from operations during the third quarter of 2009 was $55 million ($0.21 per unit), a decrease of 61 percent compared to $140 million ($0.55 per unit) in the third quarter of 2008, attributable to lower commodity prices, declining oil and natural gas production and reduced demand for natural gas liquids (NGL).

- Unitholder distributions in the third quarter of 2009 were $0.18 per unit resulting in a payout ratio of 86 percent, compared to the 66 percent payout in the third quarter of 2008 when Provident distributed $0.36 per unit. For the nine months ended September 30, 2009, Provident had a payout ratio of 79 percent compared to 63 percent for the first three quarters of 2008.

- Provident further enhanced its financial flexibility during the third quarter by reducing total net debt to $556 million. Total net debt includes the revolving term credit facility, subordinated convertible debentures and net working capital (excluding current portion of financial derivative instruments).

Provident Midstream

- NGL sales volumes were approximately 98,200 barrels per day (bpd) of NGL during the quarter, a decrease of 12 percent from approximately 111,300 bpd in the third quarter of 2008, reflecting lower overall demand for propane-plus products in both the Empress East and Redwater West business lines.

- Provident continues to achieve growth in stable fee-for-service margin, primarily related to condensate storage and handling activities at its Redwater condensate hub. Gross operating margin from the commercial services business line for the nine months ended September 30, 2009 was $45 million, an increase of 31 percent from $34 million in the first three quarters of 2008.

- Earnings before interest, taxes, depletion, depreciation, accretion and other non-cash items (adjusted EBITDA) was $27 million in the third quarter, down 27 percent from $37 million in the third quarter of 2008 due to lower per barrel margins, lower NGL sales volumes and a $30 million realized loss from the commodity price risk management program.

- Provident acquired an additional 6.15 percent interest in the Sarnia fractionation facility (operated by BP Canada) for $18.5 million, effective August 1, 2009. The purchase increases Provident's ownership in the facility to 16.5 percent, enhancing propane-plus fractionation capacity in the Empress East System by approximately 7,400 bpd.

- Provident added 1,000,000 barrels (bbl) of new storage capacity at its Redwater facility, increasing net underground NGL storage capacity to 6 million barrels (mmbbl). The new caverns will be utilized for both commercial and operational storage.

Provident Upstream

- Oil and natural gas production was approximately 21,400 barrels of oil equivalent per day (boed) in the third quarter of 2009, down 24 percent from approximately 28,300 boed in the third quarter of 2008. This decrease is primarily due to natural declines and a third-party natural gas pipeline outage in Northwest Alberta that constrained approximately 1,200 boed of natural gas production during the quarter.

- Funds flow from operations was approximately $28 million in the third quarter of 2009, down 74 percent from $107 million in the same quarter of 2008. This decline reflects substantially lower oil and natural gas prices and lower production volumes, partially offset by a $3 million realized gain from the commodity price risk management program.

- Provident successfully completed the sale of its non-strategic oil and natural gas assets in Southeast and Southwest Saskatchewan as well as a minor Alberta property for cash consideration of $239 million. Daily production from the disposed properties during the third quarter was approximately 3,700 boed. Proceeds from these divestitures have been used to reduce bank debt.

- Subsequent to the third quarter, Provident announced an agreement to sell its Lloydminster assets to Emerge Oil & Gas Inc. for total consideration of $87 million, including $70 million cash and $17 million in equity. Daily production from these assets during the third quarter was 2,200 boed and the sale is expected to close by November 30, 2009.

Guidance Update

Management is making an adjustment to its 2009 adjusted EBITDA guidance for Provident Midstream to a range of $175 to $190 million (from $190 to $215 million previously), subject to market conditions. A decline in natural gas drilling activity in the Western Canadian Sedimentary Basin has resulted in lower natural gas border flows at Empress over the last three months. This has resulted in higher extraction premiums which have increased the overall cost of input gas in the Empress East business line. In addition, propane-plus sales volumes and prices continue to be impacted by lower NGL product demand.

Management expects production from Provident Upstream to average between 21,000 and 22,000 boed for 2009. The lower production volumes reflect the ongoing impact of the third-party natural gas pipeline disruption and the non-strategic asset dispositions in the third and fourth quarters. Upon conclusion of the previously announced Lloydminster asset disposition, Provident's unconstrained 2009 exit production is expected to be between 15,000 and 15,500 boed, subject to the impact of the third-party pipeline failure in Northwest Alberta that occurred in July.

November Cash Distribution

The November cash distribution of $0.06 per unit is payable on December 15, 2009 and will be paid to unitholders of record as of November 24, 2009. The ex-distribution date will be November 20, 2009. The Trust's current annualized cash distribution rate is $0.72 per trust unit. Based on the current annualized cash distribution rate and the TSX closing price on November 10, 2009 of $7.26, Provident's yield is approximately 10 percent.

For unitholders receiving their cash distribution in U.S. funds, the November 2009 cash distribution will be approximately US$0.06 per unit based on an exchange rate of 0.9508. The actual U.S. dollar cash distribution will depend on the Canadian/U.S. dollar exchange rate on the payment date and will be subject to applicable withholding taxes.

Provident Energy Trust is a Calgary-based, open-ended energy income trust that owns and manages an oil and gas exploitation and production business and a natural gas liquids midstream services and marketing business. Provident's energy portfolio is located in some of the most stable and predictable producing regions in Western Canada. Provident provides monthly cash distributions to its unitholders and trades on the Toronto Stock Exchange and the New York Stock Exchange under the symbols PVE.UN and PVX, respectively.

This document contains certain forward-looking statements concerning Provident, as well as other expectations, plans, goals, objectives, information or statements about future events, conditions, results of operations or performance that may constitute "forward-looking statements" or "forward-looking information" under applicable securities legislation. Such statements or information involve substantial known and unknown risks and uncertainties, certain of which are beyond Provident's control, including the impact of general economic conditions in Canada and the United States, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, pipeline design and construction, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities.

Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. In addition to other assumptions identified in this news release, assumptions have been made regarding, among other things, commodity prices, operating conditions, capital and other expenditures, and project development activities.

Although Provident believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Provident can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Provident and described in the forward-looking statements or information.

The forward-looking statements or information contained in this news release are made as of the date hereof and Provident undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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Consolidated financial highlights

Consolidated
($ 000s except per unit data)               Three months ended September 30,
----------------------------------------------------------------------------
                                         2009           2008       % Change
----------------------------------------------------------------------------
Revenue (net of royalties and
 financial derivative instruments)
 from continuing operations        $  465,432    $ 1,097,408            (58)
----------------------------------------------------------------------------

Funds flow from Provident Upstream
 operations (1)                    $   28,425    $   107,442            (74)
Funds flow from Provident
 Midstream operations (1)              26,444         32,537            (19)
----------------------------------------------------------------------------
Funds flow from continuing
 operations (1)                    $   54,869    $   139,979            (61)
----------------------------------------------------------------------------
Per weighted average unit - basic  $     0.21    $      0.55            (62)
Per weighted average unit -
 diluted (2)                       $     0.21    $      0.51            (59)
Distributions to unitholders       $   47,238    $    92,188            (49)
Per unit                           $     0.18    $      0.36            (50)
Percent of funds flow from
 continuing operations
 paid out as declared
 distributions                             86%            66%            30
Net income (loss)                  $   51,663    $   351,105            (85)
Per weighted average unit - basic  $     0.20    $      1.37            (85)
Per weighted average unit -
 diluted (2)                       $     0.20    $      1.29            (84)
Capital expenditures (continuing
 operations)                       $   25,621    $    73,252            (65)
Acquisitions (continuing
 operations)                       $   18,336    $       136
Proceeds on sale of assets
 (continuing operations)           $  238,675    $         -
Proceeds on sale of discontinued
 operations, net of tax            $        -    $   232,513
Weighted average trust units
 outstanding (000s)
 - basic                              262,245        255,842              3
 - diluted (2)                        262,245        277,102             (5)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Consolidated
($ 000s except per unit data)                Nine months ended September 30,
----------------------------------------------------------------------------
                                         2009           2008       % Change
----------------------------------------------------------------------------

Revenue (net of royalties and
 financial derivative instruments)
 from continuing operations        $1,242,124    $ 2,219,843            (44)
----------------------------------------------------------------------------

Funds flow from Provident Upstream
 operations (1)                    $   81,274    $   291,453            (72)
Funds flow from Provident
 Midstream operations (1)             106,392        144,390            (26)
----------------------------------------------------------------------------
Funds flow from continuing
 operations (1)                    $  187,666    $   435,843            (57)
----------------------------------------------------------------------------
Per weighted average unit - basic  $     0.72    $      1.71            (58)
Per weighted average unit -
 diluted (2)                       $     0.72    $      1.71            (58)
Distributions to unitholders       $  148,761    $   274,967            (46)
Per unit                           $     0.57    $      1.08            (47)
Percent of funds flow from
 continuing operations
 paid out as declared
 distributions                             79%            63%            25
Net income (loss)                  $  (68,682)   $   200,640              -
Per weighted average unit - basic  $    (0.26)   $      0.79              -
Per weighted average unit -
 diluted (2)                       $    (0.26)   $      0.79              -
Capital expenditures (continuing
 operations)                       $  108,675    $   192,044            (43)
Acquisitions (continuing
 operations)                       $   18,777    $    21,211
Proceeds on sale of assets
 (continuing operations)           $  238,623    $     1,624
Proceeds on sale of discontinued
 operations, net of tax            $        -    $   438,862
Weighted average trust units
 outstanding (000s)
 - basic                              260,887        254,391              3
 - diluted (2)                        260,887        254,391              3
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Consolidated
----------------------------------------------------------------------------
                                        As at          As at
                                 September 30,   December 31,
($ 000s)                                 2009           2008       % Change
----------------------------------------------------------------------------
Capitalization
 Long-term debt (including
 current portion)               $     630,684  $     765,679            (18)
 Unitholders' equity            $   1,442,217  $   1,636,347            (12)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Represents cash flow from continuing operations before changes in
    working capital and site restoration expenditures. Effective in the
    first quarter of 2008, Provident's USOGP business was accounted for as
    discontinued operations.
(2) Includes dilutive impact of unit options and convertible debentures.


Operational highlights

                                            Three months ended September 30,
----------------------------------------------------------------------------
                                         2009           2008       % Change
----------------------------------------------------------------------------
Oil and Gas Production - continuing
 operations
Daily production - Provident
 Upstream
 Crude oil (bpd)                        9,276         12,805            (28)
 Natural gas liquids (bpd)              1,169          1,195             (2)
 Natural gas (mcfd)                    65,525         85,628            (23)
----------------------------------------------------------------------------
 Provident Upstream oil equivalent
  (boed) (1)                           21,366         28,271            (24)
----------------------------------------------------------------------------

Average realized price from
 continuing operations
 (before realized financial
 derivative instruments)
 Crude oil blend ($/bbl)            $   62.06      $  102.66            (40)
 Natural gas liquids ($/bbl)        $   39.76      $   91.72            (57)
 Natural gas ($/mcf)                $    2.90      $    8.60            (66)
----------------------------------------------------------------------------
 Oil equivalent ($/boe) (1)         $   38.01      $   76.42            (50)
----------------------------------------------------------------------------
Field netback from continuing
 operations (3) (before
 realized financial derivative
 instruments) ($/boe)               $   16.70      $   48.41            (66)
Field netback from continuing
 operations (3)
 (including                         $   18.09      $   45.69            (60)
----------------------------------------------------------------------------
Midstream
 Provident Midstream NGL sales
  volumes (bpd)                        98,229        111,313            (12)
 Adjusted EBITDA (000s) (2)         $  27,119      $  37,339            (27)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                             Nine months ended September 30,
----------------------------------------------------------------------------
                                         2009           2008       % Change
----------------------------------------------------------------------------
Oil and Gas Production - continuing
 operations
Daily production - Provident
 Upstream
 Crude oil (bpd)                       10,002         12,529            (20)
 Natural gas liquids (bpd)              1,137          1,227             (7)
 Natural gas (mcfd)                    72,468         85,244            (15)
----------------------------------------------------------------------------
 Provident Upstream oil equivalent
  (boed) (1)                           23,217         27,963            (17)
----------------------------------------------------------------------------

Average realized price from
 continuing operations
 (before realized financial
 derivative instruments)
 Crude oil blend ($/bbl)            $   51.93      $   94.49            (45)
 Natural gas liquids ($/bbl)        $   39.69      $   85.96            (54)
 Natural gas ($/mcf)                $    3.72      $    8.74            (57)
----------------------------------------------------------------------------
 Oil equivalent ($/boe) (1)         $   35.92      $   72.74            (51)
----------------------------------------------------------------------------
Field netback from continuing
 operations (3) (before
 realized financial derivative
 instruments) ($/boe)               $   16.02      $   45.85            (65)
Field netback from continuing
 operations (3)
 (including                         $   18.39      $   43.33            (58)
----------------------------------------------------------------------------
Midstream
 Provident Midstream NGL sales
  volumes (bpd)                       114,073        119,456             (5)
 Adjusted EBITDA (000s) (2)         $ 121,462      $ 175,095            (31)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Provident reports oil equivalent production converting natural gas to
    oil on a 6:1 basis.
(2) Adjusted EBITDA is earnings before interest, taxes, depletion,
    depreciation, accretion and other non-cash items - see "Reconciliation
    of non-GAAP measures".
(3) Field netback from continuing operations is a non-GAAP measure - see
    "Provident Upstream segment review - operating netback".

Management's discussion and analysis

The following analysis dated November 10, 2009 provides a detailed explanation of Provident Energy Trust's ("Provident's") operating results for the three and nine months ended September 30, 2009 compared to the same time period in 2008 and should be read in conjunction with the consolidated financial statements of Provident, found later in the interim report.

Provident Energy Trust has diversified investments in certain segments of the energy value chain. Provident currently operates in two key business segments: Canadian crude oil and natural gas production ("COGP" or "Provident Upstream"), and Provident Midstream. Provident's Upstream business produces crude oil and natural gas from seven operating areas in the western Canadian sedimentary basin. In August of 2009, Provident initiated a process to sell certain oil and natural gas production assets represented by the operating areas of Southeast Saskatchewan, Southwest Saskatchewan and Lloydminster. At the end of the third quarter, Provident has completed the sale of the operating areas of Southeast Saskatchewan and Southwest Saskatchewan and subsequent to the third quarter, announced the sale of the Lloydminster properties. The Midstream business unit operates in Canada and the U.S.A. and extracts, processes, markets, transports and offers storage of natural gas liquids within the integrated facilities at Younger in British Columbia, Redwater and Empress in Alberta, Kerrobert in Saskatchewan, Sarnia in Ontario, Superior in Wisconsin and Lynchburg in Virginia. Effective in the first quarter of 2008, Provident's United States oil and natural gas production ("USOGP") business was accounted for as discontinued operations. The USOGP business was sold in two transactions, the first in June and the second in August, 2008.

This analysis commences with a summary of the consolidated financial and operating results followed by segmented reporting on the Upstream business unit and the Midstream business unit. The reporting focuses on the financial and operating measurements management uses in making business decisions and evaluating performance.

This analysis contains forward-looking information and statements. See "Forward-looking information" at the end of the analysis for further discussion.

The analysis refers to certain financial and operational measures that are determined to not be in accordance with generally accepted accounting principles (GAAP) in Canada. These non-GAAP measures include funds flow from continuing operations, adjusted EBITDA and operating netbacks.

Management uses funds flow from continuing operations to analyze operating performance. It is also reviewed in setting monthly distributions and takes into account required debt repayment and /or capital programs in establishing the amount to be distributed. Funds flow from continuing operations as presented is not intended to represent cash flow from operations or operating profits for the period nor should it be viewed as an alternative to cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with Canadian GAAP. All references to funds flow from continuing operations throughout this report are based on cash provided by operating activities before changes in non-cash working capital from continuing operations, site restoration expenditures and cash provided by operating activities from discontinued operations. See "reconciliation of non-GAAP measures".

Management uses adjusted EBITDA to analyze the operating performance of each business unit. Adjusted EBITDA as presented does not have any standardized meaning prescribed by Canadian GAAP and therefore it may not be comparable with the calculation of similar measures for other entities. Adjusted EBITDA as presented is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with Canadian GAAP. All references to adjusted EBITDA throughout this report are based on earnings before interest, taxes, depletion, depreciation, accretion, and other non-cash items ("adjusted EBITDA"). See "reconciliation of non-GAAP measures".

Field operating netback as presented does not have a standardized meaning prescribed by Canadian GAAP and may not be comparable with calculations of similar measures of other entities. See "Provident Upstream segment review- operating netback".

Third quarter and nine months ended September 30, 2009 highlights

The third quarter highlights section provides commentary for the third quarter and for the nine months ended September 30, 2009 and for corresponding periods in 2008.

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Funds flow from continuing operations and cash distributions

                                            Three months ended September 30,
----------------------------------------------------------------------------
($ 000s, except per unit data)           2009           2008       % Change
----------------------------------------------------------------------------
Funds Flow from continuing
 operations and Distributions
Funds flow from continuing
 operations                          $ 54,869      $ 139,979            (61)
 Per weighted average unit from
  continuing operations
  - basic                            $   0.21      $    0.55            (62)
 Per weighted average unit from
  continuing operations
  - diluted (1)                      $   0.21      $    0.51            (59)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Declared distributions               $ 47,238      $  92,188            (49)
 Per unit                                0.18      $    0.36            (50)
Percent of funds flow from
 continuing operations paid out
 as declared distributions                 86%            66%            30
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                             Nine months ended September 30,
----------------------------------------------------------------------------
($ 000s, except per unit data)           2009           2008       % Change
----------------------------------------------------------------------------
Funds Flow from continuing
 operations and Distributions
Funds flow from continuing
 operations                         $ 187,666      $ 435,843            (57)
 Per weighted average unit from
  continuing operations
  - basic                           $    0.72      $    1.71            (58)
 Per weighted average unit from
  continuing operations
  - diluted (1)                     $    0.72      $    1.71            (58)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Declared distributions              $ 148,761      $ 274,967            (46)
 Per unit                                0.57      $    1.08            (47)
Percent of funds flow from
 continuing operations paid out
 as declared distributions                 79%            63%            25
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Includes dilutive impact of unit options and convertible debentures.

Third quarter 2009 funds flow from continuing operations was $54.9 million, 61 percent below the $140.0 million recorded in the third quarter of 2008. For the nine months ended September 30, 2009 funds flow from continuing operations was $187.7 million, 57 percent below the $435.9 million in the same period of 2008. Provident Upstream provided 52 percent of third quarter 2009 funds flow from continuing operations and Provident Midstream added 48 percent. For the nine months ended September 30, 2009, Provident Upstream provided 43 percent of funds flow from continuing operations and Provident Midstream added 57 percent.

Provident Upstream third quarter 2009 funds flow from operations was $28.4 million, a 74 percent decrease from the $107.5 million recorded in the comparable 2008 quarter. For the nine months ended September 30, 2009 Provident Upstream funds flow from operations was $81.3 million, a 72 percent decrease from the $291.5 million recorded in the comparable 2008 period. For the quarter and nine months ended September 30, 2009, the decrease was a result of a 50 percent drop in realized commodity prices combined with lower production volumes that reflect natural production declines and a reduced capital expenditure program. This contrasts with the prior year where higher production volumes reflected increased activity undertaken by Provident in a much higher commodity price environment. As well, third quarter 2009 production was impacted by reduced deliverability of 1,200 boed caused by a third-party natural gas pipeline rupture in Northwest Alberta. Provident Upstream's capital spending in 2008 and in 2009 has been concentrated on long term development initiatives in Northwest Alberta with spending on facilities and pipeline assets as well as the waterflood program in Dixonville. These expenditures will not have immediate production gains to offset the natural production declines, but are intended to position Provident Upstream for future growth.

The Provident Midstream business unit contributed $26.5 million to the third quarter of 2009 funds flow from operations, down from the $32.5 million recorded in the comparable 2008 quarter. For the nine months ended September 30, 2009, Provident Midstream contributed $106.4 million to funds flow from operations, a 26 percent decrease from the $144.4 million in the comparable 2008 period. For the quarter and nine months ended September 30, 2009, lower operating margins in Empress East and Redwater West were primarily driven by weaker NGL market prices and lower propane-plus sales volumes.

Declared distributions in the third quarter of 2009 totaled $47.2 million, or $0.18 per unit, compared to $92.2 million, or $0.36 per unit, of declared distributions in the same period in 2008. This represented 86 percent of funds flow from continuing operations in the third quarter of 2009 and 66 percent in the comparable 2008 quarter. Declared distributions for the nine months ended September 30, 2009 totaled $148.8 million, or $0.57 per unit, compared to $275.0 million, or $1.08 per unit for the nine months ended September 30, 2008.

Outlook

Forward looking information:

Provident Midstream expects to realize the benefit of the additional 7,400 bpd fractionation capacity at Sarnia in the coming months as new sales and gas supply arrangements are negotiated for the upcoming NGL contract year, which begins on April 1, 2010. Provident is very well-positioned to benefit from the strong outlook for condensate demand at its Redwater condensate hub. At Redwater, Provident has commissioned two new storage caverns and is currently developing a third cavern which will enter service in 2011. Provident's expanded NGL storage capacity coupled with its existing fee-for-service infrastructure as well as its marketing and logistics capability, position Provident as a significant player in the Fort Saskatchewan area. Total capital spending for the Midstream business unit is expected to be approximately $60 million in 2009. Management anticipates that Provident Midstream will generate adjusted EBITDA for 2009 in the range of $175 to $190 million, subject to market conditions.

During the fourth quarter of 2009, management anticipates that Provident Upstream will continue to be impacted by low natural gas prices, a strong Canadian dollar and the ongoing third-party natural gas pipeline disruption in Northwest Alberta. The pipeline constraint is currently expected to be rectified in the second quarter of 2010. Provident Upstream intends to spend approximately $88 million in capital for 2009, primarily focusing on advancing the full-field waterflood program at Dixonville and initiating the 2010 winter work program in Northwest Alberta. Upon conclusion of the previously announced Lloydminster asset disposition, Provident's unconstrained 2009 exit production is expected to be between 15,000 and 15,500 boed, subject to the impact of the third-party pipeline failure in Northwest Alberta that occurred in July.

Provident's Board of Directors have set a 2010 capital budget of approximately $142 million, of which $86 million is planned for growth projects and facility maintenance in Provident Midstream and $56 million is planned for development in Provident Upstream. Spending in Provident Midstream will be primarily directed towards further expansion of the existing commercial services platform, while Provident Upstream plans to continue development of the strategic Dixonville waterflood program and the emerging Pekisko oil play in Northwest Alberta. The 2010 capital budget is weighted more towards growth initiatives in Provident Midstream than in prior years, as a result of refocusing the Upstream business. Management and the Board of Directors will review the capital program throughout 2010 to determine whether any combination of work program results, commodity prices, debt and equity market conditions or other material factors warrant changes to the program.

In the second quarter of 2009, Provident made the decision to maintain its diversified business model, given the economic environment earlier in the year. Since that time, Provident has executed its strategy to reposition both business units for growth while further strengthening its balance sheet. The economic climate and capital markets have improved in recent months and the management team and Board of Directors continue to evaluate the costs, benefits, and appropriate timing of a possible separation of Provident's Upstream and Midstream business units. Provident also continues to assess value-enhancing opportunities for both businesses.

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Net income (loss)

Consolidated                                Three months ended September 30,
----------------------------------------------------------------------------
($ 000s, except per unit data)           2009           2008       % Change
----------------------------------------------------------------------------

Net income (loss)                   $  51,663      $ 351,105            (85)

Per weighted average unit
 - basic (1)                        $    0.20      $    1.37            (85)
 - diluted (2)                      $    0.20      $    1.29            (84)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Consolidated                                 Nine months ended September 30,
----------------------------------------------------------------------------
($ 000s, except per unit data)           2009           2008       % Change
----------------------------------------------------------------------------

Net income (loss)                   $ (68,682)     $ 200,640              -
Per weighted average unit
 - basic (1)                        $   (0.26)     $    0.79              -
 - diluted (2)                      $   (0.26)     $    0.79              -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Based on weighted average number of trust units outstanding.
(2) Based on weighted average number of trust units outstanding including
    the dilutive impact of the unit option plan and convertible debentures.

Net income for the third quarter of 2009 was $51.7 million compared to $351.1 million in the comparable 2008 quarter. The decrease in net income is primarily due to a $199.2 million decrease in the unrealized gain on financial derivative instruments, a $91.1 million, or 61 percent, decrease in adjusted EBITDA and income from discontinued operations in 2008 of $41.3 million. These factors are partially offset by lower future income tax expense and lower depletion, depreciation and accretion expense.

The Upstream business reported a net loss of $21.9 million for the third quarter of 2009, compared to the 2008 third quarter net income of $76.9 million. The decrease in net income was mainly due to lower adjusted EBITDA primarily driven by a 40 percent decrease in realized crude oil prices and a 66 percent decrease in realized natural gas prices as well as a 24 percent decline in production.

The Midstream business reported net income of $73.6 million in the third quarter of 2009 compared to $233.0 million in the third quarter of 2008. The decline over the prior period was primarily due to a $158.1 million decrease in the unrealized gain on financial derivative instruments.

Provident's net income figures are impacted by the requirement to "mark-to-market" all unrealized gains and losses associated with financial derivative instruments at a point in time and report these against current period income. Because Provident's commodity price risk management program extends up to five years into the future in the Midstream segment, net earnings can show substantial quarterly variation that is not necessarily related to current operations.

Reconciliation of non-GAAP measures

The Trust calculates earnings before interest, taxes, depletion, depreciation, accretion and other non-cash items (adjusted EBITDA) within its segment disclosure. Adjusted EBITDA is a non-GAAP measure. A reconciliation between adjusted EBITDA and income (loss) from continuing operations before taxes follows:

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                                            Three months ended September 30,
----------------------------------------------------------------------------
($ 000s)                                 2009           2008       % Change
----------------------------------------------------------------------------

Income (loss) from continuing
 operations before taxes            $  50,816     $  328,290            (85)
Adjusted for:
Cash interest                           6,246         11,619            (46)
Unrealized (gain) loss on financial
 derivative instruments               (87,009)      (286,255)           (70)
Depletion, depreciation and
 accretion and other non-cash
 expenses                              87,410         94,941             (8)
----------------------------------------------------------------------------
Adjusted EBITDA                     $  57,463     $  148,595            (61)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                             Nine months ended September 30,
----------------------------------------------------------------------------
($ 000s)                                 2009           2008       % Change
----------------------------------------------------------------------------

Income (loss) from continuing
 operations before taxes            $(147,551)     $  (5,937)         2,385
Adjusted for:
Cash interest                          21,376         40,795            (48)
Unrealized (gain) loss on financial
 derivative instruments                89,781        182,555            (51)
Depletion, depreciation and
 accretion and other non-cash
 expenses                             246,433        261,418             (6)
----------------------------------------------------------------------------
Adjusted EBITDA                     $ 210,039      $ 478,831            (56)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


The following table reconciles funds flow from continuing operations with
cash provided by operating activities.


Reconciliation of funds flow from
 continuing operations to
 distributions                              Three months ended September 30,
----------------------------------------------------------------------------
($ 000s)                                 2009           2008       % Change
----------------------------------------------------------------------------

Cash provided by operating
 activities                         $  24,781      $ 177,068            (86)
Change in non-cash operating
 working capital from continuing
 operations                            28,218        (27,129)             -
Site restoration expenditures           1,870          1,319             42
Cash provided by operating
 activities from discontinued
 operations                                 -        (11,279)          (100)
----------------------------------------------------------------------------
Funds flow from continuing
 operations                         $  54,869      $ 139,979            (61)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Reconciliation of funds flow from
 continuing operations to
 distributions                               Nine months ended September 30,
----------------------------------------------------------------------------
($ 000s)                                 2009           2008       % Change
----------------------------------------------------------------------------

Cash provided by operating
 activities                         $ 211,556     $  524,394            (60)
Change in non-cash operating
 working capital from continuing
 operations                           (29,944)        17,993              -
Site restoration expenditures           6,054          3,957             53
Cash provided by operating
 activities from discontinued
 operations                                 -       (110,501)          (100)
----------------------------------------------------------------------------
Funds flow from continuing
 operations                         $ 187,666     $  435,843            (57)
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Taxes

                            Three months ended            Nine months ended
                                  September 30,                September 30,
----------------------------------------------------------------------------
($ 000s)                 2009     2008 % Change     2009      2008 % Change
----------------------------------------------------------------------------

Capital tax expense     $ 353    $ 932      (62) $ 2,045  $  2,624      (22)
Current tax recovery   (4,008)  (3,900)       3     (961)      (76)   1,164
Future income tax
 expense (recovery)     2,808   21,411      (87) (79,953)  (82,144)      (3)
----------------------------------------------------------------------------
                        $(847) $18,443        - $(78,869) $(79,596)      (1)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The current tax recovery of $4.0 million in the third quarter of 2009 compares to a recovery of $3.9 million in the third quarter of 2008. The current tax recovery in the third quarter is due to lower income subject to tax in the midstream operations. For the nine months ended September 30, 2009, current tax recovery of $1.0 million, compared to a recovery of $0.1 million in 2008.

The 2009 third quarter future income tax expense of $2.8 million compares to $21.4 million in the third quarter of 2008. The future tax expense in the third quarter of 2009 was driven by unrealized gains on financial derivative instruments offset by non-capital losses created in the Trust's subsidiaries as a result of interest and royalties charged by the Trust to its subsidiaries. In the comparable quarter of 2008, the future tax expense was higher than the 2009 amount due to significantly higher unrealized gains on financial derivative instruments. For the nine months ended September 30, 2009, future income tax recovery was $80.0 million compared to $82.1 million in 2008. The year-to-date recoveries are primarily a result of unrealized losses on financial derivative instruments and non-capital losses in the Trust's subsidiaries.

�

Interest expense

Continuing operations        Three months ended           Nine months ended
($ 000s, except                    September 30,               September 30,
 as noted)               2009     2008 % Change     2009      2008 % Change
----------------------------------------------------------------------------

Interest on bank debt $ 2,033  $ 6,636      (69) $ 8,067  $ 30,029      (73)
Interest on convertible
 debentures             4,213    4,983      (15)  13,309    14,951      (11)
Discontinued operations
 portion                    -        -        -        -    (4,185)    (100)
----------------------------------------------------------------------------
Total cash interest   $ 6,246  $11,619      (46) $21,376  $ 40,795      (48)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Weighted average interest
 rate on all
 long-term debt           3.1%     5.3%     (42)     3.6%      5.4%     (33)
Debenture accretion and
 other non-cash interest
 expense                1,116    1,462      (24)   3,737     3,774       (1)
----------------------------------------------------------------------------
Total interest
 expense              $ 7,362  $13,081      (44) $25,113  $ 44,569      (44)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Interest on bank debt decreased in 2009 compared to 2008 due to significantly lower debt levels and lower market interest rates.

During the second quarter of 2009, Provident executed interest rate swap agreements to May, 2011 that effectively fix the underlying component of the interest rate that is based on Canadian Bankers Acceptance (BA) CDOR rate on $250 million of outstanding bank debt (see "Commodity price risk management program").

Commodity price risk management program

Provident's commodity price risk management program utilizes derivative instruments to provide protection against lower commodity prices and margins. The program reduces exposure to downside commodity price volatility and provides support for cash distributions, bank lending capacity, capital programs and acquisition and project economics. The program protects a percentage of Provident's oil and natural gas production against a decline in commodity prices while, with some products, allowing the Trust to participate in a rising commodity price environment. For the Midstream business unit the program provides price stabilization and protection of a percentage of inventory values and fractionation spread margin. The Program also reduces foreign exchange risk due to the exposure arising from the conversion of U.S. dollars into Canadian dollars, interest rate risk and fixes a portion of Provident's input costs.

The commodity price derivative instruments the Trust uses include puts, calls, costless collars, participating swaps, and fixed price products that settle against indexed referenced pricing.

Provident's credit policy governs the activities undertaken to mitigate non-performance risk by counterparties to financial derivative instruments. Activities undertaken include regular monitoring of counterparty exposure to approved credit limits, financial reviews of all active counterparties, utilizing International Swap Dealers Association (ISDA) agreements and obtaining financial assurances where warranted. In addition, Provident has a diversified base of available counterparties.

In the Midstream business, production margins are affected by the spread between the purchase cost of natural gas and sales price of propane, butane and condensate. Market conditions have not provided sufficient or adequate opportunity to directly manage propane, butane and condensate prices over the longer term. Prices for propane, butane and condensate historically have correlated with prices for crude oil. As a consequence, Provident has entered into natural gas, crude oil and foreign exchange financial derivative contracts through March 2013 in order to protect operating margins in the Midstream business. Short term financial derivative instruments directly fixing propane, butane, natural gasoline and electricity prices have also been executed.

Activity in the Third Quarter

A summary of Provident's risk management contracts executed during the third quarter of 2009 is contained in the following tables:

�

COGP
                        Volume                                    Effective
Year  Product        (Buy)/Sell    Terms                             Period
----------------------------------------------------------------------------
                                                                November 1 -
2009  Natural Gas   6,750  Gjpd    Puts Cdn $4.725 per gj (3)    December 31
                                                                January 1 -
2010  Natural Gas   6,750  Gjpd    Puts Cdn $4.725 per gj (3)    March 31
                                   Participating Swap Cdn $4.50
                                   per gj (Participation 75%    April 1 -
                    5,000  Gjpd    above the floor price)        October 31
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Midstream
                        Volume                                    Effective
Year  Product        (Buy)/Sell    Terms                             Period
----------------------------------------------------------------------------
                                                                October 1 -
2009  Crude Oil     (1,293) Bpd    US $71.01 per bbl (8)        December 31
                                                               December 1 -
                       968  Bpd    US $72.95 per bbl (9)        December 31
                                                                October 1 -
      Propane        1,435  Bpd    US $0.91 per gallon (5)(8)   December 31
                                                                October 1 -
                     1,630  Bpd    US $0.84 per gallon (5)(9)   December 31
                                                                October 1 -
      Normal Butane    554  Bpd    US $1.168 per gallon (6)(8)  December 31

                                                                January 1 -
2010  Crude Oil      1,000  Bpd    US $71.97 per bbl (10)       December 31
      Natural                                                   January 1 -
       Gasoline     (1,000) Bpd    US $1.41 per gallon (7) (10) December 31
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  The above table represents a number of transactions entered into over
     the third quarter 2009.
(2)  Natural gas contracts are settled agains AECO monthly index.
(3)  Natural gas put options provide a "floor" price for the gas quantites
     contracted. Floor price is strike less premium. Provident receives
     market price above the "floor".
(4)  Crude Oil contracts are settled against NYMEX WTI calendar average.
(5)  Propane contracts are settled against Belvieu C3 TET.
(6)  Normal Butane contracts are settled against Belvieu NC4 TET.
(7)  Natural gasoline contracts are settled against Belvieu NON TET natural
     gasoline.
(8)  Conversion of Crude Oil BTU contracts to liquids.
(9)  Midstream inventory price stabilization contracts.
(10) Midstream margin contracts.

A summary of all of Provident's derivative contracts in place at September 30, 2009 is available on Provident's website at www.providentenergy.com/bus/riskmanagement/commodity.cfm.

Settlement of financial derivative contracts

The following is a summary of the net funds flow from operations to settle financial derivative contracts during the third quarter and first nine months of 2009. For comparative purposes the 2008 amounts are also summarized.

�


Realized gain
 (loss) on financial  Three months ended            Nine months ended
 derivative              September 30,                September 30,
 instruments          2009          2008           2009              2008
----------------------------------------------------------------------------
($ 000s except
 volumes)          Volume (1)    Volume (1)     Volume (1)        Volume (1)
----------------------------------------------------------------------------
Provident
 Upstream
 Crude Oil      $  433   0.2  $(5,940) 0.4   $7,726   0.7    $(17,202)  1.2
 Natural gas     2,305   1.3   (1,153) 2.7    7,319   4.0      (2,119)  9.0

Provident
 Midstream
 Crude Oil        (799)  0.9  (61,644) 1.5   34,637   3.1    (131,480)  2.9
 Natural gas   (29,915)  6.2    3,786  6.7  (73,855) 17.6      (3,932) 20.1
 NGL's
  (includes
  propane,
  butane)        1,322   0.2      269  0.1    6,801   0.4      (8,301)  2.1
 Foreign
  Exchange        (293)    -    1,687    -   (4,550)    -       7,150     -
 Electricity      (428)    -      167    -   (1,088)    -       1,548     -
Corporate
 Interest
  Rate (2)        (444)    -        -    -     (592)    -           -     -
----------------------------------------------------------------------------
Realized loss
 on financial
 derivative
 instruments  $(27,819)      $(62,828)     $(23,602)        $(154,336)

Corporate
 Foreign
 Exchange
 Contracts(3) $    (90)    - $  5,216    - $   (219)    -   $   5,216     -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) The above table represents aggregate net volumes that were bought/sold
    over the periods. Crude oil and NGL volumes are listed in millions of
    barrels and natural gas is listed in millions of gigajoules.
(2) Realized gains and losses on coporate related interest rate contracts
    are allocated to the reporting segments for segmented reporting
    purposes.
(3) Realized gains and losses on corporate-related foreign exchange
    contracts are included in foreign exchange gain (loss) and other on the
    consolidated statement of operations and are allocated to the reporting
    segments for segmented reporting purposes.

The realized loss for the third quarter of 2009 was $27.8 million compared to a realized loss of $62.8 million in the comparable 2008 quarter. The realized loss in the third quarter of 2009 is driven by gas purchase contracts in the midstream business settling at a contracted price higher than the current market gas prices. The comparable 2008 realized loss was driven mostly by crude oil sales contracts in the midstream business settling at contracted crude oil prices lower than the crude oil market prices during the settlement period.

�

The following table is a summary of the net financial derivative instruments
liability (asset):

                                                      As at           As at
                                               September 30,    December 31,
----------------------------------------------------------------------------
($ 000s)                                               2009            2008
----------------------------------------------------------------------------
Provident Upstream
 Crude Oil                                           $ (672)    $   (12,521)
 Natural Gas                                            965          (3,285)
Provident Midstream                                 143,798          70,476
Corporate                                               361               -
----------------------------------------------------------------------------
Total                                             $ 144,452     $    54,670
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The net liability in both periods represents unrealized "mark-to-market" opportunity costs related to financial derivative instruments with contract settlements ranging from October 1, 2009 through March 31, 2013. The balances are required to be recognized in the financial statements under generally accepted accounting principles. These financial derivative instruments were entered into in order to manage commodity prices and protect future Midstream product margins. Fluctuations in the market value of these instruments impact earnings prior to their settlement dates but have no impact on funds flow from operations until the instrument is actually settled.

�

Liquidity and capital resources
Consolidated
----------------------------------------------------------------------------
                                    September 30,    December 31,
($ 000s)                                    2009            2008   % Change
----------------------------------------------------------------------------

Long-term debt -
 revolving term credit
 facility                            $   391,289     $   504,685        (22)
Long-term debt -
 convertible debentures
 (including current
 portion)                                239,395         260,994         (8)
Working capital surplus
 (1)                                     (74,829)        (39,041)        92
----------------------------------------------------------------------------
Net debt                             $   555,855     $   726,638        (24)
----------------------------------------------------------------------------

Unitholders' equity (at
 book value)                           1,442,217       1,636,347        (12)
----------------------------------------------------------------------------
Total capitalization at
 book value                          $ 1,998,072     $ 2,362,985        (15)
----------------------------------------------------------------------------

Total net debt as a
 percentage of total book
 value capitalization                         28%             31%       (10)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) The working capital surplus excludes balances for the current portion of
    financial derivative instruments.

Provident operates two business units with similar but not identical monthly cash settlement cycles. Midstream revenues are received at various times throughout the month. Provident's working capital position is affected by seasonal fluctuations that reflect commodity price changes, drilling cycles in its oil and gas operations and inventory balances in its Midstream business unit. Provident relies on funds flow from continuing operations, external lines of credit and access to equity markets to fund capital programs and acquisitions.

As a result of the weakening of the global economy, oil and gas industry participants, including Provident, have been experiencing more restricted access to capital and anticipate increased borrowing costs. Although Provident's core businesses have not changed, risk premiums have increased. Management believes that cash flows from operating activities and availability under existing bank facilities will be adequate to allow Provident to continue with its 2009 and budgeted 2010 capital program. However, these issues will affect Provident as it reviews financing alternatives for future capital expenditures and potential acquisition opportunities.

Substantially all of Provident's accounts receivable are due from customers and joint venture partners in the oil and gas and midstream services and marketing industries and are subject to credit risk. Provident partially mitigates associated credit risk by limiting transactions with certain counterparties to limits imposed by Provident based on management's assessment of the creditworthiness of such counterparties. In certain circumstances, Provident will require the counterparties to provide payment prior to delivery, letters of credit and/or parental guarantees. The carrying value of accounts receivable reflects management's assessment of the associated credit risks.

Long-term debt and working capital

In the third quarter of 2009, Provident's Canadian term credit facility was reduced by $75 million to $1.050 billion to reflect the asset disposition in the upstream business unit.

As at September 30, 2009 Provident had drawn on 37 percent of its Canadian term credit facility of $1.050 billion. This compares to 45 percent drawn as at December 31, 2008.

At September 30, 2009 Provident had $26.2 million in letters of credit outstanding (December 31, 2008 - $35.2 million) that guarantee Provident's performance under certain commercial and other contracts, increasing bank line utilization to 40 percent.

Based on the terms and conditions of the credit facility, Provident will have access to approximately $887 million of the total facility in the fourth quarter of 2009. The borrowing availability of the facility is limited to a multiple of trailing twelve month midstream adjusted EBITDA. The borrowing capacity of the term credit facility is re-measured quarterly.

Provident's working capital decreased by $9.2 million as at September 30, 2009 relative to December 31, 2008. This amount includes a $28.5 million increase in cash, a $21.7 million increase in inventory, a $52.4 million decrease in accounts payable and accrued liabilities, a $6.7 million decrease in cash distribution payable, and a $24.9 million decrease in the current portion of convertible debentures, offset by a $70.1 million decrease in accounts receivable, a $3.4 million decrease in prepaid expenses and other current assets, and a $69.9 million decrease in the current portion of financial derivative instruments.

The ratio of net debt (as calculated under "Liquidity and capital resources") to funds flow from continuing operations for the twelve months ended September 30, 2009 was 2.1 to one, as compared to annual 2008 net debt to funds flow from continuing operations of 1.4 to one. On a segmented basis, using allocated debt balances as disclosed in note 13 to the interim consolidated financial statements, the Provident Upstream business had a ratio of net debt to funds flow from operations for the twelve months ended September 30, 2009 of 1.2 to one (2008 - 0.7 to one). The ratio for the Provident Midstream business unit was 2.8 to one, compared to 2.7 to one in 2008.

Trust units

Under Provident's Premium Distribution, Distribution Reinvestment (DRIP) and Optional Unit Purchase Plan program 1.3 million units were elected in the third quarter and were issued or are to be issued representing proceeds of $7.0 million (2008 - 1.5 million units for proceeds of $14.5 million).

At September 30, 2009, management and directors held less than one percent of the outstanding units.

�

Capital related expenditures and funding

Continuing               Three months ended               Nine months ended
 operations                    September 30,                   September 30,
----------------------------------------------------------------------------
($ 000s)             2009     2008 % Change       2009       2008  % Change
----------------------------------------------------------------------------
Capital related
 expenditures
Capital
 expenditures    $(25,621)$(73,252)     (65) $(108,675) $(192,044)      (43)
Site restoration
 expenditures      (1,870)  (1,319)      42     (6,054)    (3,957)       53
Acquisitions      (18,336)    (136)  13,382    (18,777)   (21,211)      (11)
----------------------------------------------------------------------------
Net capital
 related
 expenditures    $(45,827)$(74,707)     (39) $(133,506) $(217,212)      (39)
----------------------------------------------------------------------------

Funded by
Funds flow from
 continuing
 operations net
 of declared
 distributions to
 unitholders     $  7,631 $ 47,791      (84) $  38,905  $ 160,876       (76)
Proceeds on sale
 of assets        238,675        -        -    238,623      1,624    14,594
Proceeds on sale
 of discontinued
 operations,
 net of tax             -  232,513                   -    438,862
Decrease in
 long-term debt  (145,065)(232,290)     (38)  (138,732)  (530,866)      (74)
Issue of trust
 units, net of
 cost; excluding
 DRIP                   -      467     (100)         -      1,671      (100)
DRIP proceeds       7,031   14,520      (52)    21,065     43,194       (51)
Change in working
 capital, including
 cash, and change
 in investments   (62,445)  11,706        -    (26,355)   101,851         -
----------------------------------------------------------------------------
Net capital related
 expenditure
 funding         $ 45,827 $ 74,707      (39) $ 133,506   $217,212       (39)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Provident has funded its net capital expenditures with cash flow from operations and long-term debt. On September 30, 2009, Provident received $238.7 million relating to the sale of assets in the Upstream business unit. These proceeds were applied to Provident's revolving term credit facility.

Unit based compensation

Provident made payments in respect of unit based compensation of $42 thousand in the third quarter of 2009 (2008 - nil), all of which is included in cash general and administrative expense. Payments made in the nine months ended September 30, 2009 were $11.2 million (2008 - $8.3 million). Typically, cash payments are made annually for these programs in the first quarter of each year, however due to the conclusion of Provident's strategic review, a payment was made in the second quarter relating to staff reductions. At September 30, 2009, the current portion of the liability totaled $9.6 million (December 31, 2008 - $9.4 million) and the long-term portion totaled $8.9 million (December 31, 2008 - $8.6 million).

Unit based compensation includes expenses associated with Provident's restricted and performance unit plan. Unit based compensation is recorded at the estimated fair value of the notional units granted. Compensation expense associated with the plans is recognized in earnings over the vesting period of each plan. Provident recorded unit based compensation expense of $4.5 million for the quarter ended September 30, 2009 (2008 - $0.4 million recovery), $4.3 million in general and administrative expense and $0.2 million included in production, operating and maintenance expense. The expense is higher in the third quarter of 2009 compared to the third quarter of 2008 due to an increase in the trading price of Provident trust units from June 30, 2009 to September 30, 2009. For the nine months ended September 30, 2009, Provident recorded unit based compensation expense of $12.1 million (2008 - $9.8 million) and related cash payments of $11.2 million (2008 - $8.3 million), of which $2.9 million is included in strategic review and restructuring expenses.

Strategic review and restructuring expenses

The strategic review process was announced in February of 2008 with the objectives of optimizing business performance, facilitating business growth, improving overall access to and cost of capital, enhancing the valuation of Provident's component businesses and optimizing structure in response to the federal government decision to tax income trusts beginning in 2011. During this review, it was determined that the sale of the United States oil and natural gas production (USOGP) business was an important step in the process. Following the sale of USOGP, management and the board of directors evaluated the complete spectrum of strategic options available for Provident's remaining Canadian oil and gas production (Provident Upstream) and midstream (Provident Midstream) business units. After an extensive review, it was determined in the second quarter of 2009 that, in the context of the macroeconomic environment (characterized by low commodity prices and volatility in both equity and debt markets), it was in the best interest of unitholders that Provident remain structured as a cash-distributing, diversified energy enterprise.

In the second quarter of 2009, Provident completed an internal reorganization to improve the efficiency and competitiveness of the businesses. The internal reorganization is designed to improve the focus of each business unit, improve management's line of sight to the key performance measures in each business, and reduce general and administrative costs. The reorganization resulted in staff reductions at all levels of the organization, including senior management. For the nine months ended September 30, 2009, strategic review and restructuring costs were $9.7 million (2008 - $1.3 million). The costs are comprised primarily of severance, consulting and legal costs.

Provident Upstream segment review

Upstream asset disposition

In August of 2009, Provident initiated a process to sell certain oil and natural gas production assets represented by the operating areas of Southeast Saskatchewan, Southwest Saskatchewan and Lloydminster. On September 30, 2009, Provident completed a sale of the operating areas of Southeast and Southwest Saskatchewan for net proceeds of $225.8 million and a separate sale of a minor property in the Lloydminster area for $12.9 million. Net disposition proceeds will be reinvested in long-term growth initiatives such as Provident's Pekisko and Dixonville oil plays as well as growth projects in the Midstream business unit. In the short term, the sale proceeds have been applied to Provident's revolving term credit facility.

Subsequent event

On October 28, 2009, Provident reached an agreement with a private company, Emerge Oil & Gas Inc., to sell the remaining properties in the Lloydminster operating area for total consideration of $87 million, consisting of $70 million in cash and $17 million in equity. Production from these assets during the third quarter was 2,200 boed and was predominantly heavy oil. Cash proceeds will be applied to Provident's revolving term credit facility. This transaction is expected to close by November 30, 2009.

�

Crude oil and natural gas liquids price

The following prices are net of transportation expense.

Provident Upstream           Three months ended           Nine months ended
                                  September 30,                September 30,
----------------------------------------------------------------------------
($ per bbl)              2009     2008 % Change      2009     2008 % Change
----------------------------------------------------------------------------
Oil per barrel
WTI (US$)             $ 68.30 $ 117.98      (42) $  57.00 $ 113.29      (50)
Exchange rate (from
 US$ to Cdn$)            1.10     1.04        6      1.17     1.02       15
WTI expressed in Cdn$ $ 74.95 $ 122.91      (39) $  66.69 $ 115.40      (42)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Realized pricing
 before financial
 derivative
 instruments
Crude oil             $ 62.06 $ 102.66      (40) $  51.93 $  94.49      (45)
Natural gas liquids   $ 39.76 $  91.72      (57) $  39.69 $  85.96      (54)
----------------------------------------------------------------------------
Crude oil and natural
 gas liquids          $ 59.56 $ 101.73      (41) $  50.68 $  93.73      (46)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

In the third quarter of 2009, Provident Upstream's realized crude oil and natural gas liquids price, prior to the impact of financial derivative instruments, decreased by 41 percent to $59.56 per barrel compared to $101.73 per barrel in the third quarter of 2008. The 2009 decrease reflects a 42 percent decrease in $US WTI crude oil price, partially offset by a stronger U.S. dollar.

�

Natural gas price

The following prices are net of transportation expense.

Provident Upstream              Three months ended        Nine months ended
                                      September 30,            September 30,
----------------------------------------------------------------------------
(Cdn$ per mcf)                2009   2008 % Change     2009   2008 % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------
AECO monthly index         $  3.02 $ 9.24      (67) $  4.10 $ 8.57      (52)
Corporate natural gas
 price per mcf before
 financial derivative
 instruments               $  2.90 $ 8.60      (66) $  3.72 $ 8.74      (57)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Provident Upstream's third quarter 2009 realized natural gas price, before financial derivative instruments, decreased 66 percent as compared to the third quarter of 2008. Provident sells to the market on daily and monthly indices and markets to aggregators, receiving prices which are based on the heat content of the natural gas. Provident's realized prices and changes in prices will therefore differ from benchmark indices.

�

Production

Provident Upstream              Three months ended        Nine months ended
                                      September 30,            September 30,
----------------------------------------------------------------------------
                              2009   2008 % Change     2009   2008 % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Daily production
 Crude oil (bpd)             9,276 12,805      (28)  10,002 12,529      (20)
 Natural gas liquids (bpd)   1,169  1,195       (2)   1,137  1,227       (7)
 Natural gas (mcfd)         65,525 85,628      (23)  72,468 85,244      (15)
----------------------------------------------------------------------------
 Oil equivalent (boed) (1)  21,366 28,271      (24)  23,217 27,963      (17)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Provident reports equivalent production converting natural gas to oil on
    a 6:1 basis.

Third quarter 2009 production decreased 24 percent to 21,366 boed compared to 28,271 boed in the comparable 2008 quarter. Production is lower compared to the third quarter of 2008 primarily due to natural production declines. A further factor of significance in the third quarter 2009 was a third-party natural gas pipeline outage in Northwest Alberta that impacted deliverability of Provident's natural gas by approximately 7,200 mcfd or 1,200 boed. This constraint will impact fourth quarter production with pipeline repairs by the third party operator expected to allow for increased deliverability in the second quarter of 2010. Provident is currently taking additional operational steps to mitigate the temporary impact this pipeline outage has on its production volumes in Northwest Alberta. In Dixonville, crude oil production reflects Provident's steps to develop the waterflood for this area. In the second and third quarters of 2009, 18 crude oil producing wells were converted to water injectors. The production of these wells was approximately 500 bpd of crude oil in the third quarter of 2008. The lower commodity price environment in 2009 has resulted in reduced capital spending in the remaining operating areas, and therefore fewer production adds. Production for the third quarter of 2009 was weighted 51 percent natural gas and 49 percent crude oil and natural gas liquids, compared to the third quarter of 2008 weighted 50 percent natural gas and 50 percent crude oil and natural gas liquids reflecting a balanced production mix.

Production for the nine months ended September 30, 2009 reflects first quarter turnarounds that resulted in production downtime, and constrained production related to third-party natural gas pipeline outages at the end of December 2008 and in the third quarter of 2009. In addition, a significant portion of capital incurred in the last year was spent on Northwest Alberta facilities and pipelines for the emerging Pekisko resource play and on Dixonville's waterflood program. These longer term plays do not result in immediate production gains to offset the natural production declines but are key to position Provident Upstream for future growth.

�

                                Three months ended        Nine months ended
                                      September 30,            September 30,
----------------------------------------------------------------------------
Provident Upstream            2009   2008 % Change     2009   2008 % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Daily Production - by area
 (boed) (1)
West Central Alberta         5,626  6,215       (9)   5,595  6,361      (12)
Southern Alberta             4,364  4,931      (11)   4,536  4,847       (6)
Northwest Alberta            2,898  4,912      (41)   3,807  4,826      (21)
Dixonville                   2,459  3,854      (36)   2,984  3,768      (21)
Southeast Saskatchewan       2,381  2,931      (19)   2,590  3,127      (17)
Southwest Saskatchewan         928  1,312      (29)     964  1,375      (30)
Lloydminster                 2,710  4,116      (34)   2,741  3,659      (25)
----------------------------------------------------------------------------
                            21,366 28,271      (24)  23,217 27,963      (17)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Provident reports equivalent production converting natural gas to oil on
    a 6:1 basis.


Revenue and royalties

Provident Upstream                          Three months ended September 30,
----------------------------------------------------------------------------
($ 000s except per boe and mcf data)     2009           2008       % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Oil
Revenue                              $ 52,958      $ 120,936            (56)
Realized gain (loss) on financial
 derivative instruments                   433         (5,940)             -
Royalties                              (9,676)       (22,944)           (58)
----------------------------------------------------------------------------
Net revenue                          $ 43,715      $  92,052            (53)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per barrel)             $  51.22      $   78.14            (34)
Royalties as a percentage of revenue     18.3%          19.0%

Natural gas
Revenue                              $ 17,475      $  67,745            (74)
Realized gain (loss) on financial
 derivative instruments                 2,305         (1,153)             -
Royalties                                 120        (12,282)             -
----------------------------------------------------------------------------
Net revenue                          $ 19,900      $  54,310            (63)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per mcf)                $   3.30      $    6.89            (52)
Royalties as a percentage of revenue     (0.7%)         18.1%

Natural gas liquids
Revenue                              $  4,279      $  10,081            (58)
Royalties                              (1,224)        (2,530)           (52)
----------------------------------------------------------------------------
Net revenue                          $  3,055      $   7,551            (60)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per barrel)             $  28.41      $   68.68            (59)
Royalties as a percentage of revenue     28.6%          25.1%

Total
Revenue                              $ 74,712      $ 198,762            (62)
Realized gain (loss) on financial
 derivative instruments                 2,738         (7,093)             -
Royalties                             (10,780)       (37,756)           (71)
----------------------------------------------------------------------------
Net revenue                          $ 66,670      $ 153,913            (57)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per boe)                $  33.92      $   59.18            (43)
Royalties as a percentage of revenue     14.4%          19.0%
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Provident Upstream                           Nine months ended September 30,
----------------------------------------------------------------------------
($ 000s except per boe and mcf data)     2009           2008       % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Oil
Revenue                              $141,795     $  324,384            (56)
Realized gain (loss) on financial
 derivative instruments                 7,726        (17,202)             -
Royalties                             (24,660)       (60,738)           (59)
----------------------------------------------------------------------------
Net revenue                          $124,861     $  246,444            (49)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per barrel)             $  45.73     $    71.79            (36)
Royalties as a percentage of revenue     17.4%          18.7%

Natural gas
Revenue                              $ 73,553     $  204,095            (64)
Realized gain (loss) on financial
 derivative instruments                 7,319         (2,119)             -
Royalties                              (3,258)       (37,072)           (91)
----------------------------------------------------------------------------
Net revenue                          $ 77,614     $  164,904            (53)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per mcf)                $   3.92     $     7.06            (44)
Royalties as a percentage of revenue      4.4%          18.2%

Natural gas liquids
Revenue                              $ 12,325     $   28,887            (57)
Royalties                              (3,682)        (7,229)           (49)
----------------------------------------------------------------------------
Net revenue                          $  8,643     $   21,658            (60)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per barrel)             $  27.84     $    64.42            (57)
Royalties as a percentage of revenue     29.9%          25.0%

Total
Revenue                              $227,673     $  557,366            (59)
Realized gain (loss) on financial
 derivative instruments                15,045        (19,321)             -
Royalties                             (31,600)      (105,039)           (70)
----------------------------------------------------------------------------
Net revenue                          $211,118     $  433,006            (51)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net revenue (per boe)                $  33.31     $    56.51            (41)
Royalties as a percentage of revenue     13.9%          18.8%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Note: the above revenue, net revenue and net revenue per boe figures are
      presented net of transportation expenses and the realized gain (loss)
      on financial derivative instruments excludes the impact of corporate
      interest rate swap gains/losses allocated to Provident Upstream.

Quarter over quarter, 2009 Provident Upstream net revenue decreased by 57 percent from $153.9 million to $66.7 million and, on a per barrel oil equivalent basis, decreased by 43 percent to $33.92 from $59.18. For the nine months ended September 30, 2009, net revenue decreased 51 percent from $433.0 million to $211.1 million and on a per boe basis was $33.31 or 41 percent below $56.51 in the same period of 2008. The absolute dollar net revenue decrease reflects significantly lower realized commodity prices and decreased production. Royalties, which are price sensitive and affected by production levels, decreased as a percentage of revenue in the third quarter of 2009, compared to the third quarter in 2008 due to significantly lower prices, lower production and adjustments allowed in computing natural gas crown royalties in Alberta.

The commodity price risk management program increased third quarter revenue by $2.7 million compared to a loss of $7.1 million in the comparable 2008 quarter. For the nine months ended September 30, 2009 the program contributed $15.0 million to net revenue compared to a loss of $19.3 million in the comparable period in 2008. The positive contribution of the program in 2009 reflects gains achieved with the program in a lower commodity price environment.

�

Production expenses

Provident Upstream         Three months ended             Nine months ended
                                 September 30,                 September 30,
----------------------------------------------------------------------------
($ 000s, except
 per boe data)         2009     2008 % Change       2009      2008 % Change
----------------------------------------------------------------------------

Production
 expenses          $ 31,118 $ 35,080      (11) $  94,548 $ 101,014       (6)
Production
 expenses (per
 boe)              $  15.83 $  13.49       17  $   14.92 $   13.18       13
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Third quarter 2009 production expenses decreased 11 percent to $31.1 million from $35.1 million in the comparable 2008 quarter. The decrease was primarily due to lower production, lower maintenance and hauling costs from reduced activities and realized lower fuel and power costs in a lower commodity price environment. These were partially offset by unscheduled turnaround expenses primarily in Northwest Alberta that were incurred during the third-party natural gas pipeline outage. On a per boe basis, production expenses increased 17 percent to $15.83 per boe compared to $13.49 per boe in the third quarter of 2008. The per boe increase was mainly due to fixed production costs and additional turnaround expenses allocated over lower production volumes.

Year-to-date production expenses decreased six percent to $94.5 million from $101.0 million in 2008 primarily due to lower production volumes. On a per boe basis the 13 percent increase in costs to $14.92 per boe reflects fixed production costs allocated over lower production volumes.

Operating netback

Operating netback as presented does not have any standardized meaning prescribed by Canadian generally accepted principles (GAAP) and may not be comparable with calculations of similar measures of other entities.

�

Provident                  Three months ended             Nine months ended
 Upstream                        September 30,                 September 30,
----------------------------------------------------------------------------
($ per boe)          2009      2008  % Change      2009      2008  % Change
----------------------------------------------------------------------------
Netback per boe
Gross production
 revenue         $  38.01  $  76.42       (50) $  35.92  $  72.74       (51)
Royalties           (5.48)   (14.52)      (62)    (4.98)   (13.71)      (64)
Operating costs    (15.83)   (13.49)       17    (14.92)   (13.18)       13
----------------------------------------------------------------------------
Field operating
 netback            16.70     48.41       (66)    16.02     45.85       (65)
Realized gain
 (loss) on
 financial
 derivative
 instruments         1.39     (2.72)        -      2.37     (2.52)        -
----------------------------------------------------------------------------
Operating
 netback after
 realized
 financial
 derivative
 instruments     $  18.09  $  45.69       (60) $  18.39  $  43.33       (58)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Provident Upstream operating netbacks have transportation expense netted against gross production revenue.

Third quarter 2009 field operating netback decreased 66 percent to $16.70 per boe from $48.41 per boe in the comparable 2008 quarter. On a year-to-date basis, field operating netbacks have decreased by 65 percent to $16.02 per boe from $45.85 per boe reflecting the decrease in realized commodity prices for all products.

Realized financial derivative instruments contributed $1.39 per boe to operating netbacks in the quarter and $2.37 per boe in the first nine months of 2009. This compared to a 2008 third quarter loss of $2.72 per boe and a loss of $2.52 per boe for the nine months ended September 30, 2008. The realized gains in 2009 and the losses in 2008 reflect the significant change in the commodity price environment over the respective periods.

�

General and administrative

Provident Upstream           Three months ended           Nine months ended
                                   September 30,               September 30,
----------------------------------------------------------------------------
($ 000s, except per
 boe data)                2009    2008 % Change      2009     2008 % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Cash general and
 administrative       $  5,629 $ 7,349      (23) $ 25,354 $ 26,770       (5)
Non-cash unit based
 compensation            2,029      36    5,536       327      841      (61)
----------------------------------------------------------------------------
                      $  7,658 $ 7,385        4  $ 25,681 $ 27,611       (7)

Cash general and
 administrative
 (per boe)            $   2.86 $  2.83        1  $   4.00 $   3.49       15
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Third quarter 2009 Provident Upstream cash general and administrative expenses decreased 23 percent to $5.6 million compared to $7.3 million in the third quarter of 2008. For the nine months ended September 30, 2009, Provident Upstream cash general and administrative expenses decreased five percent to $25.4 million (2008 - $26.8 million). The decrease in cash general and administrative expenses reflects staff reductions and cost cutting measures implemented within the organization.

For the nine months ended for both years, cash general and administrative expense incorporates the Provident Upstream annual long-term incentive plan cash payment that is typically settled in the first quarter of each year (2009 -$3.9 million; 2008 - $4.5 million).

Non-cash unit based compensation for Provident Upstream was an expense of $2.0 million in the third quarter of 2009 compared to $36 thousand in the third quarter of 2008. For the nine months ended September 30, 2009 non-cash unit based compensation was an expense of $0.3 million compared to an expense of $0.8 million for the same period in 2008. The unit based compensation, once granted, fluctuates based on changes in the trading price of Provident trust units.

�

Capital expenditures

                                     Three months ended   Nine months ended
Provident Upstream                         September 30,       September 30,
----------------------------------------------------------------------------
($ 000s)                                 2009      2008         2009   2008
----------------------------------------------------------------------------
Capital expenditures - by category
Geological, geophysical and land    $     654  $ 14,716  $  3,847  $ 18,419
Drilling and recompletions             12,381    37,945    51,043   118,229
Facilities and equipment                3,120     5,725    21,420    23,832
Office and other                          536       679     1,004     6,234
----------------------------------------------------------------------------
Total additions                     $  16,691  $ 59,065  $ 77,314  $166,714
----------------------------------------------------------------------------

Capital expenditures - by area
West central Alberta                $     764  $  1,783  $  4,324  $  6,943
Southern Alberta                        1,356     6,866     6,096    13,739
Northwest Alberta                         964    15,923    33,643    56,884
Dixonville                              9,989    22,307    19,759    53,048
Southeast Saskatchewan                  2,263     7,681     9,215    17,009
Southwest Saskatchewan                    168     1,367       858     4,259
Lloydminster                              685     1,282     2,299     6,589
Other                                     502     1,856     1,120     8,243
----------------------------------------------------------------------------
Total additions                     $  16,691  $ 59,065  $ 77,314  $166,714
----------------------------------------------------------------------------

Property acquisitions               $    (164) $    136  $    277  $ 21,211
Property dispositions               $ 238,675  $      -  $238,623  $  1,624
----------------------------------------------------------------------------
----------------------------------------------------------------------------

During the quarter Provident Upstream successfully executed its capital program throughout its operating areas, spending $16.7 million. In Dixonville, the waterflood enhanced oil recovery program is proceeding as planned with third quarter capital spending of $10.0 million on drilling four water source wells, converting existing producing wells to water injectors and related facility expansion and upgrades. In Southeast Saskatchewan, $2.3 million was primarily spent on completion and tie-in activities. In Southern Alberta, $1.4 million was spent on successful joint venture optimization activities. The $3.0 million of capital spent in the remaining core areas included completion, tie-ins, recompletions, facility upgrades and production optimization activities.

For the nine months ended September 30, 2009, Provident Upstream has spent $77.3 million on capital activities. The focus of the 2009 capital program has been on long term development initiatives in Northwest Alberta and the waterflood program in Dixonville. In the first nine months of 2009, $33.6 million has been spent in Northwest Alberta on facilities and equipment for the emerging Pekisko opportunity along with drilling 3.0 net wells. The majority of these costs were incurred in the first quarter as part of the winter drilling program. In the Dixonville core area, $19.8 million has been spent in the first nine months of 2009, the majority on converting existing wells for water injection, drilling four water source wells, and related facility expansion and upgrades. In Southeast Saskatchewan, $9.2 million was spent on drilling and related tie-in costs resulting in the addition of 4.6 net wells. The remaining $14.7 million was spent throughout the remaining core areas on drilling, completions, tie-ins, recompletions, facility upgrades and production optimization activities.

�

Depletion, depreciation and accretion (DD&A)

                           Three months ended             Nine months ended
Provident Upstream               September 30,                 September 30,
----------------------------------------------------------------------------
($ 000s, except
 per boe data)         2009     2008 % Change       2009      2008 % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------

DD&A               $ 67,116 $ 80,457      (17) $ 207,941 $ 228,382       (9)
DD&A (per boe)     $  34.14 $  30.93       10  $   32.81 $   29.81       10
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Third quarter 2009 DD&A was down 17 percent to $67.1 million compared to $80.5 million in the comparable 2008 quarter and on a year-to-date basis 2009 DD&A totaled $207.9 million, down nine percent from the $228.4 million in the comparable 2008 period. The lower 2009 DD&A reflects reduced production volumes compared to the 2008 comparable periods partially offset by an increase in the per boe DD&A. The per boe increase was primarily as a result of 2008 and 2009 expenditures on longer term projects at Dixonville and the Pekisko play in Northwest Alberta. In the short term these expenditures add costs to the depletable asset base without the addition of further proved reserves. The addition of more proved reserves associated with these projects would have a favourable impact on DD&A per boe.

In the third quarter of 2009, accretion expense associated with asset retirement obligations was $0.8 million compared to $0.9 million in the comparable period of 2008. Year-to-date accretion expense was $2.3 million (2008 - $2.5 million).

Provident Midstream business segment review

The Midstream business

The Midstream business unit extracts, processes, stores, transports and markets natural gas liquids (NGL) for Provident and offers these services to third party customers.

Performance of the Midstream business unit is closely tied to market prices for NGL products and natural gas, which can vary significantly from period to period. The key reference prices impacting Midstream operating margins are summarized in the following table:

�

Midstream business         Three months ended             Nine months ended
 reference prices                September 30,                 September 30,
----------------------------------------------------------------------------
                       2009     2008 % Change       2009      2008 % Change
----------------------------------------------------------------------------
----------------------------------------------------------------------------

WTI (US$ per
 barrel)           $  68.30 $ 117.98      (42)  $  57.00  $ 113.29      (50)
Exchange rate (from
 US$ to Cdn$)          1.10     1.04        6       1.17      1.02       15
WTI expressed in
 Cdn$ per barrel   $  74.95 $ 122.92      (39)  $  66.69  $ 115.40      (42)

AECO monthly index
 (Cdn$ per gj)     $   2.87 $   8.76      (67)  $   3.89  $   8.13      (52)

Frac Spread
 Ratio (1)             26.2     14.0       87       17.1      14.2       21

Mont Belvieu
 Propane (US$ per
 US gallon)        $   0.87  $  1.68      (48)  $   0.76  $   1.62      (53)
Mont Belvieu
 Propane expressed
 as a percentage
 of WTI                  53%      60%     (12)        56%       60%      (7)

Market Frac Spread
 in Cdn$ per
 barrel (2)        $  33.32  $ 43.10      (23)  $  25.64  $  41.69      (38)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Frac spread ratio is the ratio of WTI expressed in Canadian dollars per
    barrel to the AECO monthly index (Cdn$ per gj).
(2) Market frac spread is determined using weighted average spot prices at
    Mont Belvieu for propane, butane, and condensate and the AECO monthly
    index price for natural gas.


The Provident Midstream segment contains three business lines:

Empress East
Redwater West
Commercial Services


Midstream business unit results can be summarized as follows:

                           Three months ended             Nine months ended
                                 September 30,                 September 30,
(bpd)                  2009     2008 % Change       2009      2008 % Change
----------------------------------------------------------------------------

Provident Midstream
 NGL sales volumes   98,229  111,313      (12)   114,073   119,456       (5)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                           Three months ended             Nine months ended
                                 September 30,                 September 30,
----------------------------------------------------------------------------
($ 000s)               2009     2008 % Change       2009      2008 % Change
----------------------------------------------------------------------------

Empress East
 margin            $ 20,230 $ 42,537      (52)  $ 63,111 $ 157,076      (60)
Redwater West
 margin              28,950   38,343      (24)    81,886   138,694      (41)
Commercial Services
 margin              14,723   12,264       20     45,150    34,446       31
----------------------------------------------------------------------------
Gross operating
 margin              63,903   93,144      (31)   190,147   330,216      (42)
Realized loss on
 financial derivative
 instruments        (30,446) (55,735)     (45)   (38,499) (135,015)     (71)
Cash general and
 administrative
 expenses            (6,235)  (7,309)     (15)   (25,068)  (26,465)      (5)
Strategic review and
 restructuring
 expenses                 -     (315)    (100)    (4,407)     (645)     583
Foreign exchange
 (loss) gain and
 other                 (103)   7,554        -       (711)    7,004        -
----------------------------------------------------------------------------
Provident Midstream
 Adjusted EBITDA   $ 27,119 $ 37,339      (27)  $121,462 $ 175,095      (31)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Gross operating margin

Midstream gross operating margin was $63.9 million in the third quarter of 2009. The 31 percent decrease in margin compared to the third quarter of 2008 is primarily due to lower realized per unit margins on propane, butane and condensate (collectively, these products are referred to as "propane-plus") sales and a 15 percent reduction in propane-plus sales volumes. Propane-plus sales prices continue to remain much lower than in the prior year reflecting the 42 percent decline in WTI crude prices and significantly higher propane inventory within North America. Above-average levels of propane have resulted in wider propane price differentials relative to WTI crude. In the third quarter of 2009, Mont Belvieu propane prices as a percent of WTI crude averaged 53 percent compared to 60 percent in the comparable 2008 quarter. Market frac spreads have also narrowed from the prior year, averaging $33.32 per barrel in the third quarter of 2009 (2008 - $43.10) and $25.64 per barrel year-to-date (2008 - $41.69), despite an increase in the frac spread ratio. The lower market frac spreads are a result of lower NGL sales prices partially offset by lower AECO gas prices. The margin was $190.1 million for the nine months ended September 30, 2009 compared to the $330.2 million in the comparable period in 2008.

The Empress East business line:

The Empress East business line extracts NGLs from natural gas at the Empress straddle plants and sells finished products into markets in Central Canada and the Eastern United States. Demand for propane is seasonal and results in inventory that generally builds over the second and third quarters of the year and is sold in the fourth quarter and the first quarter of the following year. The margin in this business is determined primarily by the "frac spread", which represents the difference between the selling prices for propane-plus and the input cost of the natural gas required to produce the respective NGL products. The frac spread can change significantly from period to period depending on the relationship between crude oil and natural gas prices (the "frac spread ratio"), absolute commodity prices, and changes in the Canadian to US dollar foreign exchange rate. Traditionally a higher frac spread ratio and higher crude oil prices will result in stronger business line margins. Differentials between propane-plus and crude oil prices, as well as locational price differentials will also impact the frac spread. Natural gas extraction premiums and costs relating to transportation, fractionation, storage and marketing are not included within the frac spread, however these costs are included in the business line operating margin.

In the third quarter of 2009, the gross operating margin for Empress East was $20.2 million (2008 - $42.5 million), a reduction of 52 percent. Lower operating margins are a result of lower realized propane-plus unit margins and a 37 percent decrease in propane-plus sales volumes. Realized per unit margins have decreased from the prior year due to lower frac spreads which are reflective of the current market pricing environment. Per unit margins were also impacted by an increase in natural gas extraction premiums, which have recently escalated as a result of lower gas flows at Empress. The decrease in sales volumes is a result of lower product availability stemming from the reduction of Provident's fractionation capacity at Sarnia from April through August 2009. In August, Provident was successful in replacing the 6,000 bpd of expired leased fractionation capacity by purchasing approximately 7,400 bpd of additional fractionation capacity at Sarnia. Provident expects to realize increasing benefits from the incremental capacity in coming months, particularly as new sales arrangements are negotiated for the upcoming NGL contract year which begins on April 1, 2010. Full utilization of the incremental capacity will also require Provident to secure additional sources of supply at Empress. The margin for the nine months ended September 30, 2009 was $63.1 million in 2009 compared to $157.1 million in the comparable period in 2008.

The Redwater West business line:

The Redwater West business line purchases an NGL mix from various producers and fractionates it into finished products at the Redwater fractionation facility near Edmonton, Alberta. Because the feedstock for this business line is primarily NGL mix rather than natural gas, the frac spread has a smaller impact on margin than in the Empress East business line. The Redwater facility also has the largest and industry-leading rail-based condensate terminal in Western Canada which serves the heavy oil industry and its need for diluent. Year over year, Provident has considerably increased its condensate market presence at Redwater through condensate marketing, third-party terminalling and, recently, condensate storage. In the third quarter of 2009, two of Provident's three new 500,000 barrel storage caverns at Redwater were ready for condensate service. Income generated from the condensate terminal which relates to third-party terminalling and storage is included within the commercial services business line.

In the third quarter of 2009, the operating margin for Redwater West was $29.0 million (2008 - $38.3 million) a decrease of 24 percent. The decrease in margin is primarily due to a seven percent reduction in both propane-plus unit margins and propane-plus sales volumes. In addition, ethane margins for Redwater West were negatively impacted by the declining AECO gas price. Redwater West propane-plus selling prices have decreased by 47 percent relative to the prior year reflecting the decline in market prices for NGL. Similarly, cost of goods sold, on a per unit basis, are 51 percent lower than the third quarter of 2008 reflecting the market based pricing for the majority of this product. The decrease in propane-plus margins includes a reduction in unit margins generated from the condensate marketing business, as in the third quarter of 2008, Provident benefitted from stronger demand for condensate for use as diluent due to the increased demand for heavy oil and oilsands related projects. Propane-plus volumes were lower in the third quarter of 2009 as a result of lower demand for propane and condensate, partially offset by stronger butane demand, however, for the nine months ended September 30, 2009 Redwater West propane-plus volumes are in line with the prior year's comparable period. The 2009 nine month operating margin decreased to $81.9 million from $138.7 million in the comparable period in 2008 reflecting the lower market prices for NGL.

The Commercial Services business line:

The Commercial Services business line generates income from fee-for-service contracts to provide fractionation, storage, loading and unloading services. Income from pipeline tariffs from Provident's ownership in NGL pipelines is also included in this business line. In the third quarter of 2009, the margin for this business line was $14.7 million (2008 - $12.3 million). The 2009 third quarter operating margin is 20 percent higher than the third quarter of 2008 mostly due to increased fee based revenues associated with the condensate offloading facility, higher third party processing fees and incremental storage revenues from the recently completed condensate storage caverns. For the nine months ended September 30, 2009, the commercial services margin of $45.1 million (2008 - $34.4 million) incorporates increased commercial services associated with the expanded condensate terminal.

Operations - Midstream NGL sales volumes

Midstream sold 98,229 bpd in the third quarter of 2009, down 12 percent when compared with 111,313 bpd in the third quarter of 2008. Year-to-date Midstream sold 114,073 bpd in 2009, down five percent when compared to sales of 119,456 bpd in 2008. The reduction in volumes primarily represents the decrease in propane-plus volumes in both Empress East and Redwater West.

Earnings before interest, taxes, depletion, depreciation, accretion, and other non-cash items ("adjusted EBITDA") and funds flow from continuing operations

Third quarter 2009 adjusted EBITDA decreased 27 percent to $27.1 million from $37.3 million in the third quarter 2008 reflecting lower operating margins for the Empress East and Redwater West business lines, partially offset by a lower realized loss on financial derivative instruments and lower cash general and administrative expenses. The $30.4 million realized loss on financial derivative instruments was driven by natural gas purchase contracts that settled at current market prices that were lower than the originally contracted prices. The comparable quarter in 2008 had a larger realized loss on financial derivative instruments, driven primarily by crude oil sales contracts settling at prices considerably higher than the originally contracted crude oil prices. Cash general and administrative expenses are lower in 2009 as a result of staff reductions and cost cutting measures implemented within the organization. Nine month 2009 adjusted EBITDA decreased to $121.5 million from $175.1 million in the 2008 nine month period. Funds flow from operations for the third quarter of 2009 was $26.5 million, a decrease of $6.0 million or 19 percent in comparison to the $32.5 million in the third quarter of 2008. Funds flow from operations for the nine months ended September 30, 2009 decreased to $106.4 million from $144.4 million in the nine months ended September 30, 2008. The decrease in funds flow from operations reflects the lower adjusted EBITDA, partially offset by lower interest expense.

Capital expenditures

Midstream capital expenditures for the third quarter of 2009 totaled $8.9 million, and $31.4 million to September 30, 2009. In 2009, $27.4 million was spent primarily on the continued development of cavern storage, the condensate offloading and terminalling facility and pre-development activities relating to the Michigan depropanizer. In addition, $1.4 million was spent on sustaining capital requirements, $2.1 million was added to capitalized linefill and $0.5 million was spent on office related capital.

Midstream asset acquisition

On August 12, 2009, Provident purchased an additional 6.15 percent interest in the Sarnia fractionation and finished storage facilities for $14.8 million and a deferred payment of $3.7 million for a facility enhancement planned for 2010. This acquisition increased Provident's ownership in the Sarnia fractionator, effective August 1, 2009, to approximately 16.5 percent, enhancing propane-plus fractionation capacity in the Empress East system by approximately 7,400 bpd. This acquisition replaced the 6,000 bpd of formerly leased capacity at Sarnia that expired on April 1, 2009. As a result of this transaction, Provident has deferred construction of its previously announced depropanizer facility in Michigan.

�

Distributions

The following table summarizes distributions paid or declared by the Trust
since inception:

                                                        Distribution Amount
Record Date                        Payment Date          (Cdn$)     (US$)(1)
----------------------------------------------------------------------------
2009
January 23, 2009                   February 13, 2009  $   0.09         0.07
February 23, 2009                  March 13, 2009         0.06         0.05
March 24, 2009                     April 15, 2009         0.06         0.05
April 22, 2009                     May 15, 2009           0.06         0.05
May 21, 2009                       June 15, 2009          0.06         0.05
June 22, 2009                      July 15, 2009          0.06         0.05
July 22, 2009                      August 14, 2009        0.06         0.05
August 24, 2009                    September 15, 2009     0.06         0.06
September 22, 2009                 October 15, 2009       0.06         0.06
----------------------------------------------------------------------------
2009 Cash Distributions paid
 as declared                                          $   0.57         0.49
----------------------------------------------------------------------------
----------------------------------------------------------------------------
2008 Cash Distributions paid
 as declared                                              1.38         1.29
2007 Cash Distributions paid
 as declared                                              1.44         1.35
2006 Cash Distributions paid
 as declared                                              1.44         1.26
2005 Cash Distributions paid
 as declared                                              1.44         1.20
2004 Cash Distributions paid
 as declared                                              1.44         1.10
2003 Cash Distributions paid
 as declared                                              2.06         1.47
2002 Cash Distributions paid
 as declared                                              2.03         1.29
2001 Cash Distributions paid
 as declared
 - March 2001 - December 2001                             2.54         1.64
----------------------------------------------------------------------------
Inception to September 30, 2009 -
 Distributions paid as declared                       $  14.34        11.09
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Exchange rate based on the Bank of Canada noon rate on the payment date.

Foreign ownership

As at September 30, 2009, based on information received from the transfer agent and financial intermediaries, an estimated 85 percent of Provident's outstanding trust units are held by non-residents. However, this estimate may not be accurate as it is based on certain assumptions and data from the security industry that does not have a well-defined methodology to determine the residency of beneficial holders of securities.

The Trust qualifies as a Mutual Fund Trust under the Canadian Income Tax Act because substantially all the value of its asset portfolio is derived from non-taxable Canadian properties, comprised principally of royalties and inter-company debt. Provident monitors on an ongoing basis the value of its asset portfolio to confirm that substantially all of the value of its assets is derived from non-taxable Canadian properties.

On September 17, 2003 Canadian unitholders approved an amendment to the Trust's Trust Indenture providing that residency restriction provisions need not be enforced while the Trust continues to qualify as a Mutual Fund Trust under Canadian tax legislation. To allow Provident to remain a Mutual Fund Trust and to execute a business plan that maximizes unitholder returns without regard to the types of assets the Trust may hold, the approved amendment provides for Provident's board of directors to have sole discretion to determine whether and when it is appropriate to reduce or limit the number of trust units held by non-residents of Canada.

Change in accounting policies

International Financial Reporting Standards (IFRS)

During 2008, the Canadian Accounting Standards Board (AcSB) confirmed that publicly accountable enterprises will be required to adopt International Financial Reporting Standards (IFRS) in place of Canadian GAAP for interim and annual reporting purposes. The required changeover date is for fiscal years beginning on or after January 1, 2011.

Provident has commenced the process to transition from current Canadian GAAP to IFRS. It has established a project plan and a project team. The project team is led by finance management and includes representatives from various areas of the organization as necessary to plan for a smooth transition to IFRS.

The project plan consists of three phases: initiation, detailed assessment and design and implementation. Provident has completed the first phase, which involved the development of a detailed timeline for assessing resources and training and the completion of a high level review of the major differences between current Canadian GAAP and IFRS. Education and training sessions for employees throughout the organization and discussions with Provident's external auditors have commenced and will continue throughout the subsequent phases. Regular reporting is provided to Provident's senior management and to the Audit Committee of the Board of Directors.

Provident is currently engaged in the detailed assessment and design phase of the project. The detailed assessment and design phase involves established work teams to complete a comprehensive analysis of the impact of the IFRS differences identified in the initial scoping assessment. In addition, an initial evaluation of IFRS 1 transition exemptions and an analysis of financial systems has been performed.

During the implementation phase, Provident will execute the required changes to business processes, financial systems, accounting policies, disclosure controls and internal controls over financial reporting. At this time, the impact on the consolidated financial statements is not reasonably determinable.

For recent accounting pronouncements, see note 2 to interim consolidated financial statements.

Business risks

The trust industry is subject to risks that can affect the amount of funds flow from operations available for distribution to unitholders, and the ability to grow. These risks include but are not limited to:

- capital markets risk and the ability to finance future growth; and

- the impact of Canadian governmental regulation on Provident, including the effect of the new tax on trust distributions;

The oil and natural gas industry is subject to numerous risks that can affect the amount of funds flow from operations available for distribution to unitholders and the ability to grow. These risks include but are not limited to:

- fluctuations in commodity price, exchange rates and interest rates;

- government and regulatory risk in respect of royalty and income tax regimes;

- changes in environmental regulations;

- operational risks that may affect the quality and recoverability of reserves;

- geological risk associated with accessing and recovering new quantities of reserves;

- transportation risk in respect of the ability to transport oil and natural gas to market;

- marketability of oil and natural gas;

- the ability to attract and retain employees; and

- environmental, health and safety risks.

The midstream industry is also subject to risks that can affect the amount of funds flow from operations available for distribution to unitholders and the ability to grow. These risks include but are not limited to:

- operational matters and hazards including the breakdown or failure of equipment, information systems or processes, the performance of equipment at levels below those originally intended, operator error, labour disputes, disputes with owners of interconnected facilities and carriers and catastrophic events such as natural disasters, fires, explosions, fractures, acts of eco-terrorists and saboteurs, and other similar events, many of which are beyond the control of the Trust or Provident;

- the Midstream NGL assets are subject to competition from other gas processing plants, and the pipelines and storage, terminal and processing facilities are also subject to competition from other pipelines and storage, terminal and processing facilities in the areas they serve, and the gas products marketing business is subject to competition from other marketing firms;

- exposure to commodity price fluctuations;

- the ability to attract and retain employees;

- regulatory intervention in determining processing fees and tariffs; and

- reliance on significant customers.

Provident strives to minimize these business risks by:

- employing and empowering management and technical staff with extensive industry experience and providing competitive remuneration;

- adhering to a strategy of acquiring, developing and optimizing quality, low-risk reserves in areas where we have technical and operational expertise;

- developing a diversified, balanced asset portfolio that generally offers developed operational infrastructure, year-round access and close proximity to markets;

- adhering to a consistent and disciplined Commodity Price Risk Management Program to mitigate the impact that volatile commodity prices have on funds flow from operations available for distribution;

- marketing crude oil and natural gas to a diverse group of customers, including aggregators, industrial users, well-capitalized third-party marketers and spot market buyers;

- marketing natural gas liquids and related services to selected, credit worthy customers at competitive rates;

- maintaining a low cost structure to maximize funds flow from operations and profitability;

- maintaining prudent financial leverage and developing strong relationships with the investment community and capital providers;

- adhering to strict guidelines and reporting requirements with respect to environmental, health and safety practices; and

- maintaining an adequate level of property, casualty, comprehensive and directors' and officers' insurance coverage.

Readers should be aware that the risks set forth herein are not exhaustive. Readers are referred to Provident's annual information form, which is available at www.sedar.com, for a detailed discussion of risks affecting Provident.

Unit trading activity

The following table summarizes the unit trading activity of the Provident units for each quarter in the nine months ended September 30, 2009 on both the Toronto Stock Exchange and the New York Stock Exchange:

�

                                           Q1             Q2             Q3
----------------------------------------------------------------------------
TSE - PVE.UN (Cdn$)
High                                 $   6.61       $   6.50       $   6.46
Low                                  $   2.90       $   4.50       $   4.69
Close                                $   4.81       $   5.82       $   6.20
Volume (000s)                          21,878         22,810         17,610
----------------------------------------------------------------------------
NYSE - PVX (US$)
High                                 $   5.60       $   5.70       $   6.08
Low                                  $   2.23       $   3.55       $   4.00
Close                                $   3.72       $   4.92       $   5.76
Volume (000s)                          92,576         83,525         72,040
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Forward-looking information

This MD&A contains forward-looking information under applicable securities legislation. Statements which include forward-looking information relate to future events or the Trust's future performance. Such forward-looking information is provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. All statements other than statements of historical fact are forward-looking information. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. Statements relating to "reserves" or "resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future. Forward looking information in this MD&A includes, but is not limited to, business strategy and objectives, reserve quantities and the discounted present value of future net cash flows from such reserves, net revenue, future production levels, capital expenditures, exploration plans, development plans, acquisition and disposition plans and the timing thereof, operating and other costs, royalty rates, budgeted levels of cash distributions and the performance associated with Provident's natural gas midstream, NGL processing and marketing business. Specifically, the "Outlook" section may contain forward-looking information which will be identified as such. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual events or results to differ materially from those anticipated by the Trust and described in the forward-looking information. In addition, this MD&A may contain forward-looking information attributed to third party industry sources. Undue reliance should not be placed on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur. Forward-looking information in this MD&A includes, but is not limited to, statements with respect to:

- the Trust's ability to benefit from the combination of growth opportunities and the ability to grow through the capital markets;

- the Trust's acquisition strategy, the criteria to be considered in connection therewith and the benefits to be derived therefrom;

- sustainability and growth of production and reserves through prudent management and acquisitions;

- the emergence of accretive growth opportunities;

- the ability to achieve an appropriate level of monthly cash distributions;

- the impact of Canadian governmental regulation on the Trust;

- the existence, operation and strategy of the commodity price risk management program;

- the approximate and maximum amount of forward sales and hedging to be employed;

- changes in oil and natural gas prices and the impact of such changes on cash flow after financial derivative instruments;

- the level of capital expenditures devoted to development activity rather than exploration;

- the sale, farming out or development using third party resources to exploit or produce certain exploration properties;

- the use of development activity and acquisitions to replace and add to reserves;

- the quantity of oil and natural gas reserves and oil and natural gas production levels;

- currency, exchange and interest rates;

- the performance characteristics of Provident's midstream, NGL processing and marketing business;

- the growth opportunities associated with the midstream, NGL processing and marketing business; and

- the nature of contractual arrangements with third parties in respect of Provident's midstream, NGL processing and marketing business.

Although the Trust believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The Trust can not guarantee future results, levels of activity, performance, or achievements. Moreover, neither the Trust nor any other person assumes responsibility for the accuracy and completeness of the forward-looking information. Some of the risks and other factors, some of which are beyond the Trust's control, which could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to:

- general economic and credit conditions in Canada, the United States and globally;

- industry conditions associated with the NGL services, processing and marketing business;

- fluctuations in the price of crude oil, natural gas and natural gas liquids;

- uncertainties associated with estimating reserves;

- royalties payable in respect of oil and gas production;

- interest payable on notes issued in connection with acquisitions;

- income tax legislation relating to income trusts, including the effect of legislation taxing trust income;

- governmental regulation in North America of the oil and gas industry, including income tax and environmental regulation;

- fluctuation in foreign exchange or interest rates;

- stock market volatility and market valuations;

- the impact of environmental events;

- the need to obtain required approvals from regulatory authorities;

- unanticipated operating events which can reduce production or cause production to be shut-in or delayed;

- failure to realize the anticipated benefits of acquisitions;

- competition for, among other things, capital reserves, undeveloped lands and skilled personnel;

- failure to obtain industry partner and other third party consents and approvals, when required;

- risks associated with foreign ownership;

- third party performance of obligations under contractual arrangements; and

- the other factors set forth under "Business risks" in this MD&A.

Readers are cautioned that the foregoing list is not exhaustive of all possible risks and uncertainties. With respect to developing forward-looking information contained in this MD&A, the Trust has made assumptions regarding, among other things:

- future natural gas and crude oil prices;

- the ability of the Trust to obtain qualified staff and equipment in a timely and cost-efficient manner to meet demand;

- the regulatory framework regarding royalties, taxes and environmental matters in which the Trust conducts its business;

- the impact of increasing competition;

- the Trust's ability to obtain financing on acceptable terms;

- the general stability of the economic and political environment in which the Trust operates;

- the timely receipt of any required regulatory approvals;

- the ability of the operator of the projects which the Trust has an interest in to operate the field in a safe, efficient and effective manner;

- field production rates and decline rates;

- the ability to replace and expand oil and natural gas reserves through acquisition, development of exploration;

- the timing and costs of pipeline, storage and facility construction and expansion and the ability of the Trust to secure adequate product transportation;

- currency, exchange and interest rates; and

- the ability of the Trust to successfully market its oil and natural gas products.

Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. Forward-looking information contained in this MD&A is made as of the date hereof and the Trust undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement.

�

Segmented information by quarter
----------------------------------------------------------------------------
($ 000s except for per unit
 and operating amounts)                           2009
----------------------------------------------------------------------------
                                 First      Second       Third     Year-to-
                               Quarter     Quarter     Quarter         Date
----------------------------------------------------------------------------
Financial - consolidated
 Revenue                    $  470,769  $  305,923  $  465,432  $ 1,242,124
 Funds flow from continuing
  operations                $   84,281  $   48,516  $   54,869  $   187,666
 Funds flow from continuing
  operations per unit -
  basic and diluted         $     0.32  $     0.19        0.21  $      0.72
 Net (loss) income          $  (40,284) $  (80,061) $   51,663  $   (68,682)
 Net (loss) income per unit
  - basic and diluted       $    (0.16) $    (0.31) $     0.20  $     (0.26)
 Unitholder distributions   $   54,511  $   47,012  $   47,238  $   148,761
 Distributions per unit     $     0.21  $     0.18  $     0.18  $      0.57
----------------------------------------------------------------------------

Provident Upstream
Cash revenue                $   72,242  $   78,883  $   69,208  $   220,333
Earnings before interest,
 DD&A, taxes and other
 non-cash items             $   25,119  $   33,114  $   30,344  $    88,577
Funds flow from operations  $   22,827  $   30,022  $   28,425  $    81,274
Net loss                    $  (38,154) $  (29,885) $  (21,879) $   (89,918)
----------------------------------------------------------------------------

Provident Midstream
Cash revenue                $  487,820  $  314,537  $  309,215  $ 1,111,572
Earnings before interest,
 DD&A, taxes and other
 non-cash items             $   69,927  $   24,416  $   27,119  $   121,462
Funds flow from operations  $   61,454  $   18,494  $   26,444  $   106,392
Net (loss) income           $   (2,130) $  (50,176) $   73,542  $    21,236
----------------------------------------------------------------------------

Operating
Oil and gas production
 Crude oil (bpd)                10,710      10,035       9,276       10,002
 Natural gas liquids (bpd)       1,138       1,105       1,169        1,137
 Natural gas (mcfd)             76,260      75,735      65,525       72,468
 Oil equivalent (boed)          24,558      23,763      21,366       23,217
----------------------------------------------------------------------------

Average selling price net
 of transportation expense
 (Cdn$)
 Crude oil per bbl
  (before realized financial
   derivative instruments)  $    36.23  $    59.03  $    62.06  $     51.93
 Crude oil per bbl
  (including realized
  financial derivative
  instruments)              $    42.31  $    60.61  $    62.56  $     54.76
 Natural gas liquids per
  barrel                    $    41.13  $    38.14  $    39.76  $     39.69
 Natural gas per mcf
  (before realized financial
  derivative instruments)   $     4.75  $     3.40  $     2.90  $      3.72
 Natural gas per mcf
  (including realized
  financial derivative
  instruments)              $     5.26  $     3.62  $     3.28  $      4.09
----------------------------------------------------------------------------

Provident Midstream
 Provident Midstream NGL
 sales volumes (bpd)           141,669     102,799      98,229      114,073
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Segmented information by quarter
----------------------------------------------------------------------------
($ 000s except
 for per unit
 and operating
 amounts)                                     2008
----------------------------------------------------------------------------
                     First     Second        Third      Fourth       Annual
                   Quarter    Quarter      Quarter     Quarter        Total
----------------------------------------------------------------------------
Financial -
 consolidated
 Revenue
  (continuing
  operations)    $ 702,215 $  420,220  $ 1,097,408 $ 1,019,320  $ 3,239,163
 Funds flow
  from continuing
  operations     $ 130,394 $  165,470  $   139,979 $    81,779  $   517,622
 Funds flow
  from continuing
  operations per
  unit - basic   $    0.52 $     0.65  $      0.55 $      0.32  $      2.03
 Funds flow
  from continuing
  operations per
  unit - diluted $    0.52 $     0.65  $      0.51 $      0.32  $      2.03
 Net income
  (loss)         $  33,616 $ (184,081) $   351,105 $   (43,248) $   157,392
 Net income
  (loss) per unit
  - basic        $    0.13 $    (0.72) $      1.37 $     (0.17) $      0.62
 Net income
  (loss) per unit
  - diluted      $    0.13 $    (0.72) $      1.29 $     (0.17) $      0.62
 Unitholder
  distributions  $  91,117 $   91,662  $    92,188 $    77,324  $   352,291
 Distributions
  per unit       $    0.36 $     0.36  $      0.36 $      0.30  $      1.38
----------------------------------------------------------------------------

Oil and gas
 production
 (continuing
 operations)
Cash revenue    $  122,815 $  164,442  $   158,400 $   101,437  $   547,094
Earnings before
 interest, DD&A,
 taxes and other
 non-cash items $   75,348 $  117,132  $   111,256 $    49,757  $   353,493
Funds flow from
 operations     $   71,142 $  112,869  $   107,442 $    47,187  $   338,640
Net income
 (loss)         $    9,591 $   28,935  $    76,881 $  (421,457) $  (306,050)
----------------------------------------------------------------------------

Provident
 Midstream
Cash revenue    $  641,673 $  662,315  $   652,753 $   513,860  $ 2,470,601
Earnings before
 interest, DD&A,
 taxes and other
 non-cash items $   75,987 $   61,769  $    37,339 $    37,666  $   212,761
Funds flow from
 operations     $   59,252 $   52,601  $    32,537 $    34,592  $   178,982
Net income
 (loss)         $   15,516 $ (290,230) $   232,966 $   359,166  $   317,418
----------------------------------------------------------------------------

Operating
Oil and gas
 production
 (continuing
 operations)
 Crude oil
  (bpd)             12,287     12,494       12,805      12,307       12,473
 Natural gas
  liquids (bpd)      1,307      1,178        1,195       1,134        1,203
 Natural gas
  (mcfd)            83,970     86,130       85,628      80,450       84,039
 Oil equivalent
  (boed)            27,589     28,027       28,271      26,849       27,683
----------------------------------------------------------------------------

Average selling
 price net of
 transportation
 expense
 (continuing
 operations)
 (Cdn$)
 Crude oil per
  bbl
  (before
   realized
   financial
   derivative
   instruments)  $   75.06 $   105.13  $    102.66 $     47.33  $     82.79
 Crude oil per
  bbl
  (including
   realized
   financial
   derivative
   instruments)  $   71.54 $    98.68  $     97.61 $     52.71  $     80.36
 Natural gas
  liquids per
  barrel         $   72.85 $    94.59  $     91.72 $     47.64  $     76.88
 Natural gas
  per mcf
  (before
   realized
   financial
   derivative
   instruments)  $    7.61 $     9.98  $      8.60 $      6.63  $      8.23
 Natural gas
  per mcf
  (including
   realized
   financial
   derivative
   instruments)  $    7.74 $     9.73  $      8.45 $      6.92  $      8.23
----------------------------------------------------------------------------

Provident
 Midstream
 Provident
  Midstream NGL
  sales volumes
  (bpd)            136,320    110,826      111,313     120,222      119,649
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Segmented information by quarter
----------------------------------------------------------------------------
($ 000s except
 for per unit and
 operating
 amounts)                                      2007
----------------------------------------------------------------------------
                     First     Second        Third      Fourth       Annual
                   Quarter    Quarter      Quarter     Quarter        Total
----------------------------------------------------------------------------
Financial -
 consolidated
 Revenue
  (continuing
  operations)     $558,807  $ 463,995    $ 494,065   $ 521,648  $ 2,038,515
 Funds flow from
  continuing
  operations      $ 85,814  $  81,601    $  79,493   $ 135,776  $   382,684
 Funds flow from
  continuing
  operations per
  unit - basic    $   0.41  $    0.38    $    0.33   $    0.55  $      1.66
 Funds flow from
  continuing
  operations per
  unit - diluted  $   0.40  $    0.38    $    0.33   $    0.55  $      1.66
 Net income
  (loss)          $ 43,093  $ (46,199)   $ (35,005)  $  68,545  $    30,434
 Net income
  (loss) per unit -
  basic and
  diluted         $   0.20  $   (0.21)   $   (0.14)  $    0.28  $      0.13
 Unitholder
  distributions   $ 76,271  $  80,236    $  87,782   $  89,063  $   333,352
 Distributions
  per unit        $   0.36  $    0.36    $    0.36   $    0.36  $      1.44
----------------------------------------------------------------------------

Oil and gas
 production
 (continuing
 operations)
Cash revenue      $ 84,668  $  90,028    $  92,419   $ 101,746  $   368,861
Earnings before
 interest, DD&A,
 taxes and other
 non-cash items   $ 49,756  $  55,457    $  53,530   $  63,009  $   221,752
Funds flow from
 operations       $ 46,410  $  52,032    $  47,143   $  58,667  $   204,252
Net (loss) income $ (4,510) $  50,429    $ (17,807)  $  16,953  $    45,065
----------------------------------------------------------------------------

Provident
 Midstream
Cash revenue      $453,272  $ 397,713    $ 433,950   $ 598,963  $ 1,883,898
Earnings before
 interest, DD&A,
 taxes and other
 non-cash items   $ 52,853  $  35,974    $  47,425   $  89,423  $   225,675
Funds flow from
 operations       $ 39,404  $  29,569    $  32,350   $  77,109  $   178,432
Net income (loss) $ 51,838  $(142,191)   $  (8,630)  $ (62,037) $  (161,020)
----------------------------------------------------------------------------

Operating
Oil and gas
 production
 (continuing
 operations)
 Crude oil (bpd)     8,097      8,610       11,182      11,252        9,797
 Natural gas
  liquids (bpd)      1,422      1,311        1,255       1,277        1,316
 Natural gas
  (mcfd)            88,928     94,437       93,511      92,584       92,378
 Oil equivalent
  (boed)            24,340     25,660       28,022      27,960       26,509
----------------------------------------------------------------------------

Average selling
 price net of
 transportation
 expense
 (continuing
 operations)
 (Cdn$)
 Crude oil per
  bbl
  (before realized
   financial
   derivative
   instruments)   $  51.23  $   53.75    $   57.88   $   61.75  $     56.74
 Crude oil per
  bbl
  (including
   realized
   financial
   derivative
   instruments)   $  51.25  $   52.77    $   55.47   $   57.23  $     54.53
 Natural gas
  liquids per
  barrel          $  49.02  $   52.79    $   55.47   $   63.63  $     55.07
 Natural gas per
  mcf
  (before realized
   financial
   derivative
   instruments)   $   7.48  $    7.27    $    4.94   $    6.08  $      6.42
 Natural gas per
  mcf
  (including
   realized
   financial
   derivative
   instruments)   $   7.37  $    7.20    $    5.63   $    6.68  $      6.71
----------------------------------------------------------------------------

Provident
 Midstream
 Provident
  Midstream NGL
  sales volumes
  (bpd)            125,033    109,713      112,386     135,981      120,785
----------------------------------------------------------------------------
----------------------------------------------------------------------------


PROVIDENT ENERGY TRUST
CONSOLIDATED BALANCE SHEETS
Canadian dollars (000s) (unaudited)

                                                       As at          As at
                                                September 30,   December 31,
                                                        2009           2008
                                              ------------------------------

Assets
Current assets
 Cash and cash equivalents                     $      33,095  $       4,629
 Accounts receivable                                 174,381        244,485
 Petroleum product inventory                          67,894         46,160
 Prepaid expenses and other current assets             4,463          7,886
 Financial derivative instruments (note 9)             5,343         16,708
----------------------------------------------------------------------------
                                                     285,176        319,868

Investments and other long term assets                 2,337         14,218
Long-term financial derivative instruments
 (note 9)                                                221            735
Property, plant and equipment                      2,142,576      2,480,503
Intangible assets                                    148,243        158,336
Goodwill                                             100,409        100,409
----------------------------------------------------------------------------
                                               $   2,678,962  $   3,074,069
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Liabilities
Current liabilities
 Accounts payable and accrued liabilities      $     191,620  $     244,031
 Cash distributions payable                           13,384         20,088
 Current portion of convertible debentures
  (note 5)                                                 -         24,871
 Financial derivative instruments (note 9)            72,199         13,693
----------------------------------------------------------------------------
                                                     277,203        302,683

Long-term debt - revolving term credit
 facility (note 5)                                   391,289        504,685
Long-term debt - convertible debentures
 (note 5)                                            239,395        236,123
Asset retirement obligation (note 6)                  52,513         59,432
Long-term financial derivative instruments
 (note 9)                                             77,817         58,420
Other long-term liabilities (note 8)                   8,925          8,572
Future income taxes                                  189,603        267,807

Unitholders' equity
Unitholders' contributions (note 7)                2,827,136      2,806,071
Convertible debentures equity component               15,940         17,198
Contributed surplus                                    2,953          1,695
Accumulated other comprehensive income (loss)             65         (2,183)
Accumulated income                                   357,352        426,034
Accumulated cash distributions                    (1,761,229)    (1,612,468)
----------------------------------------------------------------------------
                                                   1,442,217      1,636,347
----------------------------------------------------------------------------
                                               $   2,678,962  $   3,074,069
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The accompanying notes are an integral part of these statements.


PROVIDENT ENERGY TRUST
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED INCOME
Canadian dollars (000s except per unit amounts)
(unaudited)

                                 Three months ended       Nine months ended
                                       September 30,           September 30,
                              ----------------------------------------------
                                   2009        2008        2009        2008
                              ----------------------------------------------
Revenue
 Revenue                       $406,242  $  873,981  $1,355,507  $2,556,734
 Realized loss on financial
  derivative instruments        (27,819)    (62,828)    (23,602)   (154,336)
 Unrealized gain (loss) on
  financial derivative           87,009     286,255     (89,781)   (182,555)
----------------------------------------------------------------------------
                                465,432   1,097,408   1,242,124   2,219,843

Expenses
 Cost of goods sold             267,437     607,523     932,301   1,738,069
 Production, operating and
  maintenance                    35,192      39,008     105,648     112,213
 Transportation                   6,896       8,380      25,886      24,923
 Depletion, depreciation and
  accretion                      76,622      91,379     236,344     257,542
 General and administrative
  (note 8)                       16,108      14,232      50,874      53,686
 Strategic review and
  restructuring (note 10)             -         630       9,727       1,290
 Interest on bank debt            2,033       6,771       8,293      30,936
 Interest and accretion on
  convertible debentures          5,329       6,310      16,820      13,633
 Foreign exchange loss (gain)
  and other                       4,999      (5,115)      3,782      (6,512)
----------------------------------------------------------------------------
                                414,616     769,118   1,389,675   2,225,780
----------------------------------------------------------------------------

Income (loss) from continuing
 operations before taxes         50,816     328,290    (147,551)     (5,937)
----------------------------------------------------------------------------

Capital tax expense                 353         932       2,045       2,624
Current tax recovery             (4,008)     (3,900)       (961)        (76)
Future income tax expense
 (recovery)                       2,808      21,411     (79,953)    (82,144)
----------------------------------------------------------------------------
                                   (847)     18,443     (78,869)    (79,596)
----------------------------------------------------------------------------

Net income (loss) from
 continuing operations           51,663     309,847     (68,682)     73,659
----------------------------------------------------------------------------

Net income from discontinued
 operations (note 11)                 -      41,258           -     126,981
----------------------------------------------------------------------------
Net income (loss) for the
 period                          51,663     351,105     (68,682)    200,640
----------------------------------------------------------------------------
Accumulated income, beginning
 of period                     $305,689  $  118,177  $  426,034  $  268,642
----------------------------------------------------------------------------
Accumulated income, end of
 period                        $357,352  $  469,282  $  357,352  $  469,282
----------------------------------------------------------------------------
Net income (loss) from
 continuing operations per unit
 - basic                       $   0.20  $     1.21  $    (0.26) $     0.29
 - diluted                     $   0.20  $     1.14  $    (0.26) $     0.29
----------------------------------------------------------------------------
Net income (loss) per unit
 - basic                       $   0.20  $     1.37  $    (0.26) $     0.79
 - diluted                     $   0.20  $     1.29  $    (0.26) $     0.79
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The accompanying notes are an integral part of these statements.


PROVIDENT ENERGY TRUST
CONSOLIDATED STATEMENT OF CASH FLOWS
Canadian dollars (000s)
(unaudited)


                                   Three months ended     Nine months ended
                                         September 30,         September 30,
                                  ------------------------------------------
                                      2009       2008       2009       2008
                                  ------------------------------------------
Cash provided by operating
 activities
 Net income (loss) for the
  period from continuing
  operations                     $  51,663  $ 309,847  $ (68,682) $  73,659
 Add (deduct) non-cash items:
  Depletion, depreciation and
   accretion                        76,622     91,379    236,344    257,542
  Non-cash interest expense and
   other                             1,113      1,463      3,824      3,454
  Non-cash unit based
   compensation expense (recovery)
   (note 8)                          4,244       (392)       452      1,126
  Unrealized (gain) loss on
   financial derivative
   instruments                     (87,009)  (286,255)    89,781    182,555
  Unrealized foreign exchange
   loss (gain) and other             5,428      2,526      5,900       (349)
  Future income tax expense
   (recovery)                        2,808     21,411    (79,953)   (82,144)
----------------------------------------------------------------------------
                                    54,869    139,979    187,666    435,843
 Site restoration expenditures      (1,870)    (1,319)    (6,054)    (3,957)
 Change in non-cash operating
  working capital from continuing
  operations                       (28,218)    27,129     29,944    (17,993)
 Cash provided by operating
  activities from discontinued
  operations                             -     11,279          -    110,501
----------------------------------------------------------------------------
                                    24,781    177,068    211,556    524,394
----------------------------------------------------------------------------

Cash (used for) provided by
 financing activities
 Decrease in long-term debt       (145,065)  (232,290)  (138,732)  (530,866)
 Distributions to unitholders      (47,238)   (92,188)  (148,761)  (274,967)
 Issue of trust units, net of
  issue costs                        7,031     14,987     21,065     44,865
 Change in non-cash financing
  working capital                     (289)        85     (6,704)       855
 Financing activities from
  discontinued operations                -     (4,881)         -    (47,511)
----------------------------------------------------------------------------
                                  (185,561)  (314,287)  (273,132)  (807,624)
----------------------------------------------------------------------------

Cash provided by (used for)
 investing activities
 Capital expenditures              (25,621)   (73,252)  (108,675)  (192,044)
 Acquisitions (note 3)             (18,336)      (136)   (18,777)   (21,211)
 Proceeds on sale of assets
  (note 4)                         238,675          -    238,623      1,624
 Proceeds on sale of
  discontinued operations, net
  of tax                                 -    232,513          -    438,862
 Decrease (increase) in
  investments                            -        365          -       (642)
 Change in non-cash investing
  working capital                   (1,816)   (17,494)   (21,129)   119,631
 Investing activities from
  discontinued operations                -     (7,257)         -    (69,810)
----------------------------------------------------------------------------
                                   192,902    134,739     90,042    276,410
----------------------------------------------------------------------------

Increase (decrease) in cash and
 cash equivalents                   32,122     (2,480)    28,466     (6,820)
Cash and cash equivalents,
 beginning of period                   973      2,480      4,629      6,820
----------------------------------------------------------------------------
Cash and cash equivalents, end
 of period                       $  33,095  $       -  $  33,095  $       -
Cash and cash equivalents, end
 of period from discontinued
 operations                      $       -  $       -  $       -  $       -
----------------------------------------------------------------------------
Cash and cash equivalents, end
 of period from continuing
 operations                      $  33,095  $       -  $  33,095  $       -
----------------------------------------------------------------------------

Supplemental disclosure of cash
 flow information
 Cash interest paid including
  debenture interest             $   6,254  $  10,963  $  21,384  $  52,730
 Cash taxes paid                 $   1,052  $  87,943  $   3,012  $  98,815
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The accompanying notes are an integral part of these statements.


PROVIDENT ENERGY TRUST
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AND ACCUMULATED OTHER COMPREHENSIVE INCOME
Canadian dollars (000s)
(unaudited)

                               Three months ended         Nine months ended
                                     September 30,             September 30,
                        ----------------------------------------------------
                                2009         2008         2009         2008
                        ----------------------------------------------------

Net income (loss)        $    51,663  $   351,105  $   (68,682) $   200,640
----------------------------------------------------------------------------
Other comprehensive
 income, net of taxes
 Foreign currency
  translation adjustments          -        2,372            -       10,315
 Reclassification
  adjustment for foreign
  currency losses
  included in net income           -       26,760            -       57,062
 Reclassification
  adjustment of loss on
  available-for-sale
  investment included in
  net income                   2,198            -        2,198            -
 Unrealized gain on
  available-for-sale
  investments (net of
  taxes)                           6         (230)          50          (44)
----------------------------------------------------------------------------
                               2,204       28,902        2,248       67,333
----------------------------------------------------------------------------

Comprehensive income
 (loss)                  $    53,867  $   380,007  $   (66,434) $   267,973
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated other
 comprehensive loss,
 beginning of period          (2,139)     (30,757)      (2,183)     (69,188)
Other comprehensive
 income                        2,204       28,902        2,248       67,333
----------------------------------------------------------------------------
Accumulated other
 comprehensive income
 (loss), end of period   $        65  $    (1,855) $        65  $    (1,855)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Accumulated income, end
 of period                   357,352      469,282      357,352      469,282
Accumulated cash
 distributions, end of
 period                   (1,761,229)  (1,535,144)  (1,761,229)  (1,535,144)
----------------------------------------------------------------------------
Retained earnings
 (deficit), end of period (1,403,877)  (1,065,862)  (1,403,877)  (1,065,862)
Accumulated other
 comprehensive income
 (loss), end of period            65       (1,855)          65       (1,855)
----------------------------------------------------------------------------
Total retained earnings
 (deficit) and
 accumulated other
 comprehensive income
 (loss), end of period   $(1,403,812) $(1,067,717) $(1,403,812) $(1,067,717)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The accompanying notes are an integral part of these statements.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in Cdn$000s, except unit and per unit amounts)
(unaudited)

September 30, 2009

1. Significant accounting policies

The Interim Consolidated Financial Statements have been prepared based on the consistent application of the accounting policies as set out in the Consolidated Financial Statements of the Trust for the year ended December 31, 2008 and are consistent with policies adopted in the third quarter of 2008, except as described in note 2. Certain information and disclosures normally required in the notes to the annual financial statements have been condensed or omitted. These Interim Consolidated Financial Statements should be read in conjunction with the Trust's audited Financial Statements and notes for the year ended December 31, 2008. Certain comparative numbers have been reclassified to conform with the current period's presentation.

2. Changes in accounting policies and practices

Goodwill and intangible assets

In the first quarter of 2009, the Trust adopted CICA Handbook section 3064 "Goodwill and Intangible assets" which supersedes section 3062 "Goodwill and other Intangible assets" and section 3450 "Research and Development". This new section established standards for the recognition, measurement and disclosure of goodwill and intangible assets. The adoption of this standard has not had a material impact on the Trust's consolidated financial statements.

3. Acquisition

In August of 2009, the Trust purchased an additional 6.15 percent interest in the Sarnia fractionation and storage facility for a cash payment of $14.8 million and a deferred payment of $3.7 million for a facility enhancement planned for 2010. This increased the Trust's ownership in the Sarnia fractionator, effective August 1, 2009, to approximately 16.5 percent, enhancing propane-plus fractionation capacity in the Empress East system of the Midstream segment by approximately 7,400 barrels per day.

4. Sale of assets

On September 30, 2009, Provident completed a sale of the operating areas of Southeast and Southwest Saskatchewan for net proceeds of $225.8 million and a separate sale of a minor property in the Lloydminster area for $12.9 million. The proceeds from the sales were credited against the full cost pool of oil and natural gas properties included in property, plant and equipment on the Trust's balance sheet. No gain or loss was recognized on these transactions.

�

5. Long-term debt

                                                   As at              As at
                                      September 30, 2009  December 31, 2008
----------------------------------------------------------------------------
Revolving term credit facility                 $ 391,289          $ 504,685
----------------------------------------------------------------------------
Convertible debentures                           239,395            260,994
Current portion of convertible
 debentures                                            -            (24,871)
----------------------------------------------------------------------------
                                                 239,395            236,123
----------------------------------------------------------------------------
Total                                          $ 630,684          $ 740,808
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(i) Revolving term credit facility

In the third quarter of 2009, the Trust's Canadian term credit facility was reduced by $75 million to $1,050 million due to the asset dispositions in the upstream business unit. Based on the terms and conditions of the credit facility, Provident will have access to $887 million of the total facility in the fourth quarter of 2009. The borrowing capacity of the term credit facility is re-measured quarterly.

At September 30, 2009 the Trust had $26.2 million in letters of credit outstanding (December 31, 2008 - $35.2 million) that guarantee Provident's performance under certain commercial and other contracts.

(ii) Convertible debentures

The Trust may elect to satisfy interest and principal obligations by the issue of trust units. For the nine months ended September 30, 2009, no debentures were converted to trust units at the election of debenture holders (2008 - $67,000). Upon maturity in the third quarter of 2009, the trust repaid $25.1 million to the holders of its 8.0 percent convertible debentures, and the balance of the equity component of the 8.0 percent convertible debentures, amounting to $1.3 million, was transferred to contributed surplus. Included in the carrying value at September 30, 2009 were financing costs of $3.4 million. The following table details each convertible debenture:

�

Convertible                As at             As at
 Debentures       September 30, 2009  December 31, 2008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
($000s except                                                    Conversion
 conversion       Carrying      Face Carrying      Face Maturity  Price per
 pricing)         Value (1)    Value Value (1)    Value     Date    unit (2)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
6.5% Convertible  $145,324  $149,980 $143,212  $149,980 April 30,     14.75
 Debentures                                                 2011
6.5% Convertible    94,071    98,999   92,911    98,999  Aug. 31,     13.75
 Debentures                                                 2012
8.0% Convertible         -         -   24,871    25,109  July 31,     12.00
 Debentures                                                 2009
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                  $239,395  $248,979 $260,994  $274,088
----------------------------------------------------------------------------
(1) Excluding equity component of convertible debentures
(2) The debentures may be converted into trust units at the option of the
    holder of the debenture at the conversion price per unit

6. Asset retirement obligation

The Trust's asset retirement obligation is based on the Trust's net ownership in wells, facilities and the midstream assets and represents management's estimate of the costs to abandon and reclaim those wells, facilities and midstream assets as well as an estimate of the future timing of the costs to be incurred. Estimated cash flows have been discounted at the Trust's credit-adjusted risk free rate of seven percent and an inflation rate of two percent.

�

                                     Three months ended   Nine months ended
                                           September 30,       September 30,
----------------------------------------------------------------------------
($ 000s)                                 2009      2008      2009      2008
----------------------------------------------------------------------------
Carrying amount, beginning of period $ 57,479  $ 44,445  $ 59,432  $ 43,886
Acquisitions                              753        30       753       350
Increase in liabilities incurred
 during the period                         54       432       192     1,134
Settlement of liabilities during the
 period                                (1,870)   (1,319)   (6,054)   (3,957)
Decrease in liabilities due to sale
 of assets                             (4,977)        -    (4,977)        -
Accretion of liability                  1,074     1,121     3,167     3,296
----------------------------------------------------------------------------
Carrying amount, end of period       $ 52,513  $ 44,709  $ 52,513  $ 44,709
----------------------------------------------------------------------------
----------------------------------------------------------------------------


7. Unitholders' contributions

The Trust has authorized capital of an unlimited number of common voting
trust units.

                                       Nine months ended September 30,
----------------------------------------------------------------------------
                                        2009                    2008
----------------------------------------------------------------------------
                               Number of     Amount    Number of     Amount
Trust Units                        units      (000s)       units      (000s)
----------------------------------------------------------------------------
Balance at beginning of
 period                      259,087,789 $2,806,071  252,634,773 $2,750,374
Issued pursuant to unit
 option plan                           -          -      191,448      1,790
Issued pursuant to the
 distribution reinvestment
 plan                          3,784,751     18,676    3,736,719     38,359
To be issued pursuant to the
 distribution reinvestment
 plan                            384,746      2,389      479,182      4,835
Debenture conversions                  -          -        5,616         69
----------------------------------------------------------------------------
Balance at end of period     263,257,286 $2,827,136  257,047,738 $2,795,427
----------------------------------------------------------------------------
----------------------------------------------------------------------------

The per trust unit amounts for the three months ended September 30, 2009 were calculated based on the weighted average number of units outstanding of 262,244,557 (2008 - 255,841,933). The diluted per trust unit amounts for 2009 are calculated including no additional trust units (2008 - 21,260,389) for the dilutive effect of the unit option plan and convertible debentures.

The per trust units amounts for the nine months ended September 30, 2009 were calculated based on the weighted average number of units outstanding of 260,887,128 (2008 - 254,390,640). The diluted per trust unit amounts for 2009 are calculated including no additional trust units (2008 - nil) for the dilutive effect of the unit option plan and convertible debentures.

8. Unit based compensation

Restricted/Performance units

The fair value estimate associated with the RTUs and PTUs is expensed in the statement of operations over the vesting period. At September 30, 2009, $9.6 million (December 31, 2008 - $9.4 million) is included in accounts payable and accrued liabilities for this plan and $8.9 million (December 31, 2008 - $8.6 million) is included in other long-term liabilities. The following table summarizes the expense recorded for RTUs and PTUs.

�

                                     Three months ended   Nine months ended
                                           September 30,       September 30,
----------------------------------------------------------------------------
                                         2009      2008      2009      2008
----------------------------------------------------------------------------
Cash general and administrative       $    42  $      -  $  8,255  $  8,287
Non-cash unit based compensation
 (included in general and
 administrative)                        4,244      (392)      452     1,126
Strategic review and restructuring
 expenses (note 10)                         -         -     2,954         -
Production, operating and
 maintenance expense                      167        (4)      394       419
----------------------------------------------------------------------------
                                      $ 4,453  $   (396) $ 12,055  $  9,832
----------------------------------------------------------------------------
----------------------------------------------------------------------------


The following table provides a continuity of the Trust's RTU and PTU plans:

                                                        RTUs           PTUs
----------------------------------------------------------------------------
Opening balance, January 1, 2009                   1,139,835      3,400,330
Grants                                               909,436      1,813,312
Reinvested through notional distributions            173,401        461,703
Exercised                                           (483,233)    (1,601,323)
Cancelled                                            (82,656)      (133,706)
----------------------------------------------------------------------------
Ending balance September 30, 2009                  1,656,783      3,940,316
----------------------------------------------------------------------------
----------------------------------------------------------------------------


At September 30, 2009, all RTUs and PTUs have been valued at $6.20 and, as
of September 30, 2009 each PTU has been valued using a multiplier of one.

9. Financial instruments

The following table is a summary of the net financial derivative instruments
liability:

                                                       As at          As at
                                                September 30,   December 31,
----------------------------------------------------------------------------
($ 000s)                                                2009           2008
----------------------------------------------------------------------------
Provident Upstream
 Crude Oil                                         $    (672)     $ (12,521)
 Natural Gas                                             965         (3,285)
Provident Midstream                                  143,798         70,476
Corporate                                                361              -
----------------------------------------------------------------------------
Total                                              $ 144,452      $  54,670
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Interest rate risk

The Trust's revolving term credit facilities bear interest at a floating rate. Using debt levels as at September 30, 2009, an increase/decrease of 50 basis points in the lender's base rate would result in an increase/decrease of annual interest expense of approximately $2.0 million. The Trust has mitigated this risk by entering into interest rate financial derivative contracts for a portion of the outstanding long term debt. The contracts settle against Canadian Bankers Acceptance CDOR rates. Refer to sensitivity analysis below.

Financial derivative sensitivity analysis

The following table shows the impact on unrealized (loss) gain on financial derivative instruments if the underlying risk variables of the financial derivative instruments changed by a specified amount, with other variables held constant.

�

($ 000s)                                                + Change   - Change
----------------------------------------------------------------------------
Provident Upstream
 Crude Oil              (WTI +/- $10.00 per bbl)       $  (2,174) $   1,540
 Natural Gas            (AECO +/- $1.00 per gj)           (2,133)     3,616
 Foreign exchange       (FX rate +/- $0.01)                 (283)       283
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Provident Midstream
Frac spread related
 Crude Oil              (WTI +/- $10.00 per bbl)       $ (83,726) $  84,030
 Natural Gas            (AECO +/- $1.00 per gj)           51,164    (50,933)
 NGL's (includes
  propane, butane)      (Belvieu +/- US $0.15 per gal)    (1,265)     1,237
 Foreign Exchange
  ($U.S. vs $Cdn)       (FX rate +/- $ 0.01)              (1,642)     1,642

Inventory/margin
 related
 Crude Oil              (WTI +/- $10.00 per bbl)          (7,360)     7,261
 NGL's (includes
  propane, butane,
  natural gasoline)     (Belvieu +/- US $0.15 per gal)     4,093     (4,001)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Corporate
 Interest Rate          (Rate +/- 50 basis points)     $   2,080  $  (2,080)
----------------------------------------------------------------------------

10. Strategic review and restructuring expenses

The strategic review process was announced in February of 2008 with the objectives of optimizing business performance, facilitating business growth, improving overall access to and cost of capital, enhancing the valuation of Provident's component businesses and optimizing structure in response to the federal government decision to tax income trusts beginning in 2011. During this review, it was determined that the sale of the United States oil and natural gas production (USOGP) business was an important step in the process (see note 11). Following the sale of USOGP, management and the board of directors evaluated the complete spectrum of strategic options available for Provident's remaining Canadian oil and gas production (Provident Upstream) and midstream (Provident Midstream) business units. After an extensive review, it was determined in the second quarter of 2009 that, in the context of the macroeconomic environment (characterized by low commodity prices and volatility in both equity and debt markets), it was in the best interest of unitholders that Provident remain structured as a cash-distributing, diversified energy enterprise.

In the second quarter of 2009, Provident completed an internal reorganization to improve the efficiency and competitiveness of the businesses. The internal reorganization is designed to improve the focus of each business unit, improve management's line of sight to the key performance measures in each business, and reduce general and administrative costs. The reorganization resulted in staff reductions at all levels of the organization, including senior management. For the nine months ended September 30, 2009, strategic review and restructuring costs were $9.7 million (2008 - $1.3 million). The costs are comprised primarily of severance, consulting and legal costs.

11. Discontinued operations (USOGP)

In February, 2008 the Trust announced a strategic process respecting the decision to dispose of the operations that comprise the United States oil and natural gas production (USOGP) business. Effective in the first quarter of 2008, Provident's USOGP business was accounted for as discontinued operations. The USOGP business was sold in June and August of 2008.

Quicksilver Resources Inc. ("Quicksilver") filed a lawsuit on October 31, 2008 against BreitBurn Energy Partners, L.P. (the MLP), certain of its directors (including three Provident nominees), and Provident. The MLP was part of USOGP. The claim relates to a transaction between the MLP and Quicksilver and certain other MLP matters. Quicksilver alleges, among other things, that it was induced to enter into a contribution agreement pursuant to which it contributed assets to the MLP by false representations as to Provident's relationship with the MLP. The transaction involved the issuance by the MLP to Quicksilver of approximately U.S. $700 million of units of the MLP. The litigation is currently in an extensive pre-trial discovery process, and it is not possible at this time to assess the potential exposure of Provident in the event of an adverse verdict. Provident believes the claims made against it in the lawsuit are without merit and will vigorously defend itself and its named director nominees against these claims.

�

The following table shows information about net income from USOGP.

Net income from discontinued         Three months ended   Nine months ended
 operations                                September 30,       September 30,
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Canadian dollars (000's)                 2009      2008      2009      2008
----------------------------------------------------------------------------
Revenue                               $     - $  18,852  $      - $ 303,146
----------------------------------------------------------------------------
Loss from discontinued operations
 before taxes, non-controlling
 interests and impact if sale of
 discontinued operations                    -    19,339         -  (237,233)
Gain on sale of discontinued
 operations                                 -    75,698         -   263,618
Foreign exchange loss related to
 sale of discontinued operations            -   (26,760)        -   (57,062)
Current tax expense                         -   (69,186)        -  (197,751)
Future income tax recovery                  -    42,889         -   151,975
Non-controlling interests                   -      (722)        -   203,434
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net income from discontinued
 operations for the period            $     - $  41,258  $      - $ 126,981
----------------------------------------------------------------------------
----------------------------------------------------------------------------

12. Subsequent event

On October 28, 2009, Provident reached an agreement with a private company, Emerge Oil & Gas Inc., to sell the remaining properties in the Lloydminster operating area for total consideration of $87 million, consisting of $70 million in cash and $17 million in equity. This transaction is expected to close by November 30, 2009. Cash proceeds will initially be applied to Provident's revolving term credit facility.

13. Segmented information

The Trust's business activities are conducted through two business segments: Canadian oil and natural gas production ("COGP" or "Provident Upstream") and Provident Midstream.

Provident Upstream includes exploration, exploitation, development and production of crude oil and natural gas reserves. Provident Midstream includes processing, extraction, transportation, loading and storage of natural gas liquids, and marketing of natural gas liquids.

Geographically the Trust operates in Canada in the oil and natural gas production business segment and in Canada and the USA in the Midstream business.

�

                                      Three months ended September 30, 2009
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream   Midstream (1)         Total
----------------------------------------------------------------------------

Revenue
 Gross production revenue         $    77,361    $         -    $    77,361
 Royalties                            (10,780)             -        (10,780)
 Product sales and service
  revenue                                   -        339,661        339,661
 Realized gain (loss) on
  financial derivative
  instruments                           2,627        (30,446)       (27,819)
----------------------------------------------------------------------------
                                       69,208        309,215        378,423
----------------------------------------------------------------------------

Expenses
 Cost of goods sold                         -        267,437        267,437
 Production, operating and
  maintenance                          31,118          4,074         35,192
 Transportation                         2,649          4,247          6,896
 Foreign exchange loss (gain)
  and other                              (532)           103           (429)
 General and administrative             5,629          6,235         11,864
 Strategic review and
  restructuring                             -              -              -
----------------------------------------------------------------------------
                                       38,864        282,096        320,960
----------------------------------------------------------------------------

Earnings before interest,
 taxes, depletion, depreciation,
 accretion and other non-cash
 items                                 30,344         27,119         57,463
Other revenue
 Unrealized gain (loss) on
  financial derivative
  instruments                             563         86,446         87,009
----------------------------------------------------------------------------

Other expenses
 Depletion, depreciation and
  accretion                            67,116          9,506         76,622
 Interest on bank debt                    508          1,525          2,033
 Interest and accretion on
  convertible debentures                1,332          3,997          5,329
 Unrealized foreign exchange
  loss (gain) and other                 2,199          3,229          5,428
 Non-cash unit based
  compensation expense
  (recovery)                            2,029          2,215          4,244
 Capital tax expense                      353              -            353
 Current tax expense
  (recovery)                                3         (4,011)        (4,008)
 Future income tax expense
  (recovery)                          (20,754)        23,562          2,808
----------------------------------------------------------------------------
                                       52,786         40,023         92,809
----------------------------------------------------------------------------
Net income (loss) for the
 period                           $   (21,879)  $    73,542    $    51,663
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Included in the Provident Midstream segment is product sales and service
    revenue of $16.6 million associated with U.S. midstream operations.

                                       As at and for the three months ended
                                                         September 30, 2009
                                  ------------------------------------------
                                    Provident
                                     Upstream      Midstream          Total
----------------------------------------------------------------------------
Selected balance sheet items
Capital assets
 Property, plant and equipment
  net                             $ 1,362,543    $   780,033    $ 2,142,576
 Intangible assets                          -        148,243        148,243
 Goodwill                                   -        100,409        100,409
Capital expenditures
 Capital Expenditures                  16,691          8,930         25,621
 Acquisitions                            (164)        18,500         18,336
 Proceeds on sale of assets           238,675              -        238,675
Working capital
 Accounts receivable                   39,792        134,589        174,381
 Petroleum product inventory                -         67,894         67,894
 Accounts payable and accrued
  liabilities                          67,928        123,692        191,620
Long-term debt - revolving term
 credit facilities                     97,822        293,467        391,289
Long-term debt - convertible
 debentures                            59,849        179,546        239,395
Financial derivative instruments
 liability                        $       383    $   144,069    $   144,452
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                      Three months ended September 30, 2008
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream   Midstream (1)         Total
----------------------------------------------------------------------------

Revenue
 Gross production revenue         $   203,249    $         -    $   203,249
 Royalties                            (37,756)             -        (37,756)
 Product sales and service
  revenue                                   -        708,488        708,488
 Realized gain (loss) on
  financial derivative instruments     (7,093)       (55,735)       (62,828)
----------------------------------------------------------------------------
                                      158,400        652,753        811,153
----------------------------------------------------------------------------

Expenses
 Cost of goods sold                         -        607,523        607,523
 Production, operating and
  maintenance                          35,080          3,928         39,008
 Transportation                         4,487          3,893          8,380
 Foreign exchange loss (gain) and
  other                                   (87)        (7,554)        (7,641)
 General and administrative             7,349          7,309         14,658
 Strategic review and
  restructuring                           315            315            630
----------------------------------------------------------------------------
                                       47,144        615,414        662,558
----------------------------------------------------------------------------

Earnings before interest, taxes,
 depletion, depreciation,
 accretion and other non-cash
 items                                111,256         37,339        148,595
Other revenue
 Unrealized gain (loss) on
  financial derivative instruments     41,721        244,534        286,255
----------------------------------------------------------------------------

Other expenses
 Depletion, depreciation and
  accretion                            80,457         10,922         91,379
 Interest on bank debt                  1,693          5,078          6,771
 Interest and accretion on
  convertible debentures                1,577          4,733          6,310
 Unrealized foreign exchange loss
  (gain) and other                          3          2,523          2,526
 Non-cash unit based compensation
  expense (recovery)                       36           (428)          (392)
 Management charge - discontinued
  operations                              (34)             -            (34)
 Capital tax expense                      932              -            932
 Current tax expense (recovery)            13         (3,913)        (3,900)
 Future income tax expense
  (recovery)                           (8,581)        29,992         21,411
----------------------------------------------------------------------------
                                       76,096         48,907        125,003
----------------------------------------------------------------------------

Net income (loss) for the period
 from continuing operations       $    76,881    $   232,966    $   309,847
Net income from discontinued
 operations (note 11)                                                41,258
----------------------------------------------------------------------------

Net income (loss) for the period                                $   351,105
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Included in the Midstream segment is product sales and service revenue
    of $39.5 million associated with U.S. operations.


                                       As at and for the three months ended
                                                         September 30, 2008
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream      Midstream          Total
----------------------------------------------------------------------------
Selected balance sheet items
Capital assets
 Property, plant and equipment
  net                             $ 1,743,182    $   742,728    $ 2,485,910
 Intangible assets                          -        161,700        161,700
 Goodwill                             416,890        100,409        517,299
Capital expenditures
 Capital Expenditures                  59,065         14,187         73,252
 Acquisitions                             136              -            136
 Proceeds on sale of assets                 -              -              -
Working capital
 Accounts receivable                   84,655        217,064        301,719
 Petroleum product inventory                -        138,391        138,391
 Accounts payable and accrued
  liabilities                         155,455        197,035        352,490
Long-term debt - revolving term
 credit facilities                     98,510        295,528        394,038
Long-term debt - convertible
 debentures                            58,770        176,309        235,079
Financial derivative instruments
 liability                        $    10,106    $   448,202    $   458,308
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                       Nine months ended September 30, 2009
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream   Midstream (1)         Total
----------------------------------------------------------------------------

Revenue
 Gross production revenue         $   237,036    $         -    $   237,036
 Royalties                            (31,600)             -        (31,600)
 Product sales and service
  revenue                                   -      1,150,071      1,150,071
 Realized gain (loss) on
  financial derivative instruments     14,897        (38,499)       (23,602)
----------------------------------------------------------------------------
                                      220,333      1,111,572      1,331,905
----------------------------------------------------------------------------

Expenses
 Cost of goods sold                         -        932,301        932,301
 Production, operating and
  maintenance                          94,548         11,100        105,648
 Transportation                         9,363         16,523         25,886
 Foreign exchange loss (gain) and
  other                                (2,829)           711         (2,118)
 General and administrative            25,354         25,068         50,422
 Strategic review and
  restructuring                         5,320          4,407          9,727
----------------------------------------------------------------------------
                                      131,756        990,110      1,121,866
----------------------------------------------------------------------------

Earnings before interest, taxes,
 depletion, depreciation,
 accretion and other non-cash
 items                                 88,577        121,462        210,039
Other revenue
 Unrealized gain (loss) on
  financial derivative instruments    (16,189)       (73,592)       (89,781)
----------------------------------------------------------------------------

Other expenses
 Depletion, depreciation and
  accretion                           207,941         28,403        236,344
 Interest on bank debt                  2,073          6,220          8,293
 Interest and accretion on
  convertible debentures                4,205         12,615         16,820
 Unrealized foreign exchange loss
  (gain) and other                      2,264          3,636          5,900
 Non-cash unit based compensation
  expense (recovery)                      327            125            452
 Capital tax expense                    2,045              -          2,045
 Current tax expense (recovery)             2           (963)          (961)
 Future income tax expense
  (recovery)                          (56,551)       (23,402)       (79,953)
----------------------------------------------------------------------------
                                      162,306         26,634        188,940
----------------------------------------------------------------------------

Net income (loss) for the period  $   (89,918)   $    21,236    $   (68,682)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Included in the Provident Midstream segment is product sales and service
    revenue of $126.4 million associated with U.S. midstream operations.


                                        As at and for the nine months ended
                                                         September 30, 2009
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream      Midstream          Total
----------------------------------------------------------------------------
Selected balance sheet items
Capital assets
 Property, plant and equipment
  net                             $ 1,362,543    $   780,033    $ 2,142,576
 Intangible assets                          -        148,243        148,243
 Goodwill                                   -        100,409        100,409
Capital expenditures
 Capital Expenditures                  77,314         31,361        108,675
 Acquisitions                             277         18,500         18,777
 Proceeds on sale of assets           238,623              -        238,623
Working capital
 Accounts receivable                   39,792        134,589        174,381
 Petroleum product inventory                -         67,894         67,894
 Accounts payable and accrued
  liabilities                          67,928        123,692        191,620
Long-term debt - revolving term
 credit facilities                     97,822        293,467        391,289
Long-term debt - convertible
 debentures                            59,849        179,546        239,395
Financial derivative instruments
 liability                        $       383    $   144,069    $   144,452
----------------------------------------------------------------------------
----------------------------------------------------------------------------


                                       Nine months ended September 30, 2008
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream   Midstream (1)         Total
----------------------------------------------------------------------------
Revenue
 Gross production revenue         $   570,017    $         -    $   570,017
 Royalties                           (105,039)             -       (105,039)
 Product sales and service
  revenue                                   -      2,091,756      2,091,756
 Realized gain (loss) on
  financial derivative instruments    (19,321)      (135,015)      (154,336)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                      445,657      1,956,741      2,402,398
----------------------------------------------------------------------------

Expenses
 Cost of goods sold                         -      1,738,069      1,738,069
 Production, operating and
  maintenance                         101,014         11,199        112,213
 Transportation                        12,651         12,272         24,923
 Foreign exchange loss (gain) and
  other                                   841         (7,004)        (6,163)
 General and administrative            26,770         26,465         53,235
 Strategic review and
  restructuring                           645            645          1,290
----------------------------------------------------------------------------
                                      141,921      1,781,646      1,923,567
----------------------------------------------------------------------------

Earnings before interest, taxes,
 depletion, depreciation,
 accretion and other non-cash
 items                                303,736        175,095        478,831
Other revenue
 Unrealized gain (loss) on
  financial derivative instruments      3,932       (186,487)      (182,555)
----------------------------------------------------------------------------

Other expenses
 Depletion, depreciation and
  accretion                           228,382         29,160        257,542
 Interest on bank debt                  7,734         23,202         30,936
 Interest and accretion on
  convertible debentures                3,408         10,225         13,633
 Unrealized foreign exchange loss
  (gain) and other                         48           (397)          (349)
 Non-cash unit based compensation
  expense (recovery)                      841            285          1,126
 Management charge - discontinued
  operations                             (675)             -           (675)
 Capital tax expense                    2,624              -          2,624
 Current tax expense (recovery)          (186)           110            (76)
 Future income tax expense
  (recovery)                          (49,915)       (32,229)       (82,144)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                      192,261         30,356        222,617
----------------------------------------------------------------------------
Net income (loss) for the period
 from continuing operations       $   115,407    $   (41,748)   $    73,659
Net income from discontinued
 operations (note 11)                                               126,981
----------------------------------------------------------------------------
Net income (loss) for the period                                $   200,640
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1) Included in the Midstream segment is product sales and service revenue
    of $203.8 million associated with U.S. operations.


                                        As at and for the nine months ended
                                                         September 30, 2008
                                  ------------------------------------------
                                    Provident      Provident
                                     Upstream      Midstream          Total
----------------------------------------------------------------------------
Selected balance sheet items
Capital assets
 Property, plant and equipment
  net                             $ 1,743,182    $   742,728    $ 2,485,910
 Intangible assets                          -        161,700        161,700
 Goodwill                             416,890        100,409        517,299
Capital expenditures
 Capital Expenditures                 166,714         25,330        192,044
 Acquisitions                          21,211              -         21,211
 Proceeds on sale of assets             1,624              -          1,624
Working capital
 Accounts receivable                   84,655        217,064        301,719
 Petroleum product inventory                -        138,391        138,391
 Accounts payable and accrued
 liabilities                          155,455        197,035        352,490
Long-term debt - revolving term
 credit facilities                     98,510        295,528        394,038
Long-term debt - convertible
 debentures                            58,770        176,309        235,079
Financial derivative instruments
 liability                        $    10,106    $   448,202    $   458,308
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Contact:



Contacts:
Provident Energy Trust
Investor and Media Contact:
Dallas McConnell
Director, Investor Relations
Phone: (403) 231-6710
Email: info@providentenergy.com
Corporate Head Office:
2100, 250 - 2nd Street SW
Calgary, Alberta T2P 0C1
(403) 296-2233 or Toll Free: 1-800-587-6299
(403) 264-5820 (FAX)
Website: www.providentenergy.com

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