EX-15.3 9 ex153.htm THIRD PARTY REPORT OF DEGOLYER AND MACNAUGHTON.

EXHIBIT 15.3

 

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

 

 

February 18, 2019

TOTAL E&P Holdings Russia

Tour Coupole Bureau 12D51

2, Place Jean Millier

La Défense 6

92400 Courbevoie

France

Ladies and Gentlemen:

Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2018, of the extent of the estimated proved oil, condensate, and gas reserves of certain properties attributable to or controlled by PAO NOVATEK (NOVATEK). The properties are either wholly held by NOVATEK or controlled by NOVATEK through its subsidiary enterprise (OOO YARGEO (YARGEO)) or through one of its joint ventures (AO ARCTIC GAS COMPANY (ARCTICGAS) or ZAO Northgas (Northgas)). TOTAL S.A. (TOTAL) has represented that it holds approximately 19.40-percent ownership interest in NOVATEK through its wholly owned subsidiary, TOTAL EP Russia. This evaluation was completed on February 11, 2019. NOVATEK has represented that its ownership interests in YARGEO, ARCTICGAS, and Northgas are 51 percent, 50 percent, and 50 percent in each company, respectively. Further, NOVATEK has represented that it controls YARGEO. As a result, 100 percent of the reserves of YARGEO are reported herein as NOVATEK net reserves. At the request of TOTAL, the proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the Securities and Exchange Commission (SEC) of the United States. This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S-K and is to be used for inclusion in certain SEC filings by TOTAL.

 

The fields evaluated herein include the Beregovoye, East Tarkosalinskoye, East Tazovskoye, Khancheiskoye, North Khancheiskoye + Khadyryakhinskoye, North Russkoye,   Dobrovolskoye,   South   Khadyryakhinskoye,   Sterkhovoye,   Urengoi


2

DeGolyer and MacNaughton

(Olympinsky License Area), East Urengoiskoye + North Esentinskoye (West Yaro-Yakhinsky License Area), Syskonsyninskoye, West Yurkarovskoye, and Yurkharovskoye fields held by NOVATEK; the Yarudeiskoye field held by YARGEO; the Samburgskoye, Urengoi (Samburg License Area); the Yaro-Yakhinskoye fields held by ARCTICGAS; and the North Urengoi field held by Northgas.

 

The fields evaluated are collectively referred to hereinafter as the "Russian Holdings." TOTAL has represented that these properties account for 11 percent of TOTAL net proved reserves as of December 31, 2018, on a barrel of oil equivalent (boe) basis.

 

NOVATEK, YARGEO, ARCTICGAS, and Northgas (the Companies) have each represented that upon completion of the primary terms of its current licenses, each of the subsidiary enterprises intends to extend these licenses to the end of the economic lives of the associated fields, and that they intend to proceed accordingly with development and operations of these fields. Based on these representations and consistent with Russian law, we have included as proved reserves those volumes that are estimated to be economically producible from the fields evaluated after the expiration of the primary terms of their licenses.

 

Reserves estimated herein are expressed as net reserves held or controlled by NOVATEK (NOVATEK net reserves) and TOTAL’s 19.40-percent share of NOVATEK net reserves. Gross reserves are defined as the total estimated petroleum remaining to be produced from these properties after December 31, 2018. NOVATEK net reserves are defined as that portion of the gross reserves attributable to interests held or controlled by NOVATEK after deducting interests held by others. NOVATEK net reserves attributable to YARGEO are included in the estimates presented at 100-percent interest, since NOVATEK has represented that it controls YARGEO. TOTAL’s 19.40-percent share of NOVATEK net reserves are defined as that portion of the NOVATEK net reserves attributable to TOTAL’s interest in NOVATEK.

 

Estimates of reserves should be regarded only as estimates that may change as further production history and additional information become available. Not only are such estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

 

Information used in the preparation of this report was obtained from each of the Companies and from public sources. In the preparation of this report we have relied, without independent verification, upon information furnished by each of the

3

DeGolyer and MacNaughton

Companies with respect to the property interests being evaluated, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

Definition of Reserves

Petroleum reserves estimated by us and included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used by us in this report are in accordance with the reserves definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

 

Proved oil and gas reserves - Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

 

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with

4

DeGolyer and MacNaughton

it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

 

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

 

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

 

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

 

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

 

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

 

5

DeGolyer and MacNaughton

Developed oil and gas reserves - Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

 

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

 

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

 

Undeveloped oil and gas reserves - Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

 

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

 

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

 

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4-10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

 

6

DeGolyer and MacNaughton

Methodology and Procedures

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with the reserves definitions of Rules 4-10(a) (1)-(32) of Regulation S-X of the SEC and with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled "Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007)." The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

 

Based on the current stage of field development, production performance, the development plans provided by the Companies, and the analyses of areas offsetting existing wells with test or production data, reserves were classified as proved.

 

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps were prepared to delineate each reservoir, and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP or OGIP.

 

Estimates of ultimate recovery were obtained after applying recovery factors to OGIP and OOIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material-balance and other engineering methods were used to estimate reserves. In such cases, an analysis of reservoir performance, including production rate, reservoir pressure, and gas-liquid ratio behavior, was used in the estimation of reserves.

 

For reservoirs whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production as defined under the Definition of Reserves heading of this report.

 

7

DeGolyer and MacNaughton

In certain cases, reserves were estimated by incorporating elements of analogy with similar wells or reservoirs for which more complete data were available.

 

Oil reserves estimated herein are to be recovered by normal field separation. Estimates of oil reserves are expressed in thousands of barrels (103bbl). In these estimates, 1 barrel equals 42 United States gallons.

 

Both stable condensate and de-ethanized condensate reserves are referred to herein as condensate reserves. Stable condensate reserves are recovered by normal separation and stabilization in the field. De-ethanized condensate reserves include both stable condensate and natural gas liquids (NGL), or what is referred to in Russia as "shflu" or wide-range light hydrocarbons (WRLH). These WRLH consist of propane and butane. After stable condensate removal by normal separation, additional liquids are recovered as WRLH through additional separation at reduced temperatures. Gas recovered during the de-ethanization process is reintroduced into the sales gas stream. Estimates of condensate reserves are expressed in thousands of barrels (103bbl). In these estimates 1 barrel equals 42 United States gallons.

 

Gas quantities estimated herein are expressed as separator gas and marketable gas. Raw gas is defined as the total quantity of gas produced from the various reservoirs of the field. Separator gas reserves were calculated from the raw gas reserves after deductions for the removal of field condensate by normal separation. Fuel gas is that portion of the total volume of gas to be produced from the reservoirs used in the operation of the field. Sales gas is the deliverable quantity of separator gas available for sales after deductions for various losses and usage. Marketable gas is defined as the sum of fuel gas and sales gas. Gas quantities estimated herein are expressed at a temperature base of 20 degrees Celsius (°C) and a pressure base of 1 atmosphere (atm). Gas reserves estimated herein are reported as separator gas and marketable gas and are expressed in millions of cubic feet (106ft3) and millions of cubic meters (106m3).

 

Primary Economic Assumptions

This report has been prepared using initial prices, expenses, and costs provided by the Companies in United States dollars (U.S.$). Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB). The following economic assumptions were used for estimating the reserves reported herein:

8

DeGolyer and MacNaughton

Oil and Condensate Prices

The Companies have represented that the oil and condensate prices were based on a reference price, calculated as the unweighted arithmetic average of the first-day-of-the-month Urals price for each month within the 12-month period prior to the end of the reporting period (the Reference Price). The Reference Price was calculated to be U.S.$70.26 per barrel. For the Companies’ holdings in the Russian Federation, the volume-weighted average oil and condensate prices over the lives of the properties were U.S.$50.07 per barrel and U.S.$47.79 per barrel, respectively. The Reference Price for each field can vary based on the oil or condensate quality differential to the Urals price. Where applicable, export tariffs or value-added tax, customs fees, processing fees, and transportation costs were subtracted from the Reference Price to arrive at the price provided. All aforementioned deductions from the Reference Price were provided by Novatek.

Gas Prices

The Companies have represented that the gas prices were based on the Reference Price of U.S.$2.24 per thousand cubic feet (103ft3), calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. For the Companies’ holdings in the Russian Federation, the volume-weighted average price over the lives of the properties was U.S.$1.13 per 103ft3 after value-added tax, commissions and fees, and transportation costs have been subtracted from the Reference Price.

Operating Expenses and Capital Costs

Operating expenses and capital costs, based on information provided by the Companies, were used in estimating future expenditures required to operate the fields. In certain cases, future costs, either higher or lower than current expenditures,

9

DeGolyer and MacNaughton

may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

 

In our opinion, the information relating to estimated proved reserves of oil, condensate, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6, 932-235-50-7, and 932-235-50-9 of the Accounting Standards Update 932-235-50, Extractive Industries - Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4-10(a) (1)-(32) of Regulation S-X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S-K of the Securities and Exchange Commission; provided, however, that (i) estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year, (ii) certain proved undeveloped reserves are scheduled for development more than 5 years in the future, (iii) stable condensate and NGL are not reported separately, and (iv) certain economically producible quantities of reserves beyond the primary term of the current production licenses have been classified as proved reserves in this report based on each of the Companies’ representation that the Companies have the ability to and intend to extend the applicable current production licenses to the end of the economic lives of the associated fields and that each of the Companies believes with reasonable certainty that the inclusion of the reserves and revenue under extended license terms is consistent with SEC regulations. We believe it is reasonable therefore to include these quantities as SEC proved reserves for the reasons discussed herein.

 

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

 

We are not in a position to offer an opinion on the duration the production licenses under the Russian Law on Subsoil, but, in light of the above, believe the Companies’ views on the probability of license extensions to be reasonable although such view may not be confirmed by the SEC. We believe it is reasonable therefore to include these quantities as SEC proved reserves.

 

The Companies have each represented to us that the Russian Law on Subsoil requires that an operator develop a field according to a development plan that has been submitted to and approved by the appropriate government authority. Once approved, failure to follow the development plan is a violation of the Russian Law on Subsoil and may result in the cancellation of the operator’s production license for the

10

DeGolyer and MacNaughton

field. Since the implementation of the approved development plan, including that portion that may occur more than 5 years in the future, is a requirement for maintaining the production license, we have included in certain of our estimates of SEC proved reserves those quantities associated with development activities that are part of the approved development plan and scheduled more than 5 years in the future. We believe that, since they must be developed to prevent the loss of licenses, there is reasonable certainty that the reserves will be developed. We believe it is reasonable therefore to include these quantities as SEC proved reserves. The Companies have each represented to us that the development plans provided to us are in accordance with the approved development plans. We cannot render an opinion regarding the actual possibility that a license will be terminated for failure to follow approved development plans nor an opinion on how many companies have lost their licenses for not following approved development plans.

 

Summary of Conclusions

The estimated NOVATEK net proved reserves attributable to the Russian Holdings were based on the definitions of proved reserves of the SEC and are summarized as follows, expressed in thousands of barrels (103bbl) and millions of cubic feet (106ft3):

 

 

 

NOVATEK Net Reserves

Reserves

Classification

 

Oil

(103bbl)

 

Condensate

(103bbl)

 

Separator Gas

(106ft3)

 

Marketable Gas

(106ft3)

Proved Developed

 

233,478

 

399,024

 

20,523,989

 

20,302,682

Proved Undeveloped

 

105,144

 

349,688

 

9,978,060

 

9,706,042

Total Proved

 

338,622

 

748,712

 

30,502,049

 

30,008,724

 

The estimated net proved reserves attributable to the Russian Holdings, adjusted for TOTAL’s ownership interest of 19.40 percent, are summarized as follows, expressed in thousands of barrels (103bbl) and millions of cubic feet (106ft3):

 

 

 

TOTAL’s 19.40-Percent

Share of NOVATEK Net Reserves

Reserves

Classification

 

Oil

(103bbl)

 

Condensate

(103bbl)

 

Separator Gas

(106ft3)

 

Marketable Gas

(106ft3)

Proved Developed

 

45,296

 

77,409

 

3,981,652

 

3,938,722

Proved Undeveloped

 

20,398

 

67,840

 

1,935,746

 

1,882,970

Total Proved

 

65,694

 

145,249

 

5,917,398

 

5,821,692


11

DeGolyer and MacNaughton

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2018, estimated reserves.

 

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in TOTAL or in the Companies. Our fees were not contingent on the results of our evaluation. This report has been prepared at the request of TOTAL. DeGolyer and MacNaughton has used all assumptions, procedures, data, and methods that it considers necessary to prepare this report.

 

Submitted,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

 

 

/s/ Gary L. McKenzie

 

[Seal]

Gary L. McKenzie, P.E.

Senior Vice President

DeGolyer and MacNaughton

 


12

DeGolyer and MacNaughton

CERTIFICATE of QUALIFICATION

I, Gary L. McKenzie, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

 

1.     That I am a Senior Vice President with DeGolyer and MacNaughton, which firm did prepare the report of third party addressed to TOTAL dated February 18, 2019, and that I, as Senior Vice President, was responsible for the preparation of this report of third party.

 

2.     That I attended the U.S. Military Academy at West Point, and that I graduated with a Bachelor of Science degree in 1976; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 35 years of experience in oil and gas reservoir studies and reserves evaluations.

 

  

 

/s/ Gary L. McKenzie

 

[Seal]

Gary L. McKenzie, P.E.

Senior Vice President

DeGolyer and MacNaughton