Attached files

file filename
10-K/A - FORM 10-KA 2012 - ROAN RESOURCES, INC.form10-k12x31x2012a.htm
EX-23.2 - CONSENT OF DEGOLYER AND MACNAUGHTON - ROAN RESOURCES, INC.exhibit232a.htm
EX-23.1 - CONSENT OF KPMG LLP - ROAN RESOURCES, INC.exhibit231a.htm
EX-32.2 - CERTIFICATION OF CFO SECTION 906 - ROAN RESOURCES, INC.yeexhibit322a.htm
EX-31.1 - CERTIFICATION OF CEO SECTION 302 - ROAN RESOURCES, INC.yeexhibit311a.htm
EX-31.2 - CERTIFICATION OF CFO SECTION 302 - ROAN RESOURCES, INC.yeexhibit312a.htm
EX-32.1 - CERTIFICATION OF CEO SECTION 906 - ROAN RESOURCES, INC.yeexhibit321a.htm
Exhibit 99.1
DeGolyer and MacNaughton
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244
June 3, 2013
Linn Energy LLC
JP Morgan Chase Tower
600 Travis, Suite 5100
Houston, Texas 77002
Ladies and Gentlemen:
Pursuant to your request, we have prepared estimates of the extent and value of the net proved oil, condensate, natural gas liquids (NGL), and natural gas reserves, as of December 31, 2012, of certain properties owned by Linn Energy LLC (Linn). This evaluation was completed February 14, 2013. The properties appraised consist of working and royalty interests located in the states of Arkansas, California, Illinois, Indiana, Kansas, Louisiana, Michigan, Mississippi, Montana, New Mexico, North Dakota, Oklahoma, South Dakota, Texas, and Wyoming. Linn has represented that these properties account for 100 percent of Linn's net proved reserves as of December 31, 2012. The net proved reserves estimates prepared by us 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 Linn.

Reserves included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2012. Net reserves are defined as that portion of the gross reserves attributable to the interests owned by Linn after deducting all interests owned by others.

Estimates of oil, condensate, NGL, and natural gas should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves estimates based on that information which is currently available, but such estimates are also subject to the



2
DeGolyer and MacNaughton

uncertainties inherent in the application of judgmental factors in interpreting such information.

Data used in this report were obtained from Linn, from records on file with the appropriate regulatory agencies, and from public sources. In the preparation of this report we have relied, without independent verification, upon such information furnished by Linn with respect to property interests appraised, 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. It was not considered necessary to make a field examination of the physical condition and operation of the properties.


Methodology and Procedures
Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principals and techniques that are in accordance 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.

For some areas, the volumetric method was used to estimate the original oil in place (OOIP). Structure and isopach maps were used to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to estimate representative values for porosity and water saturation.

Estimates of ultimate recovery were obtained after applying recovery factors to 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. An analysis of reservoir performance, including production rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation of reserves.




3
DeGolyer and MacNaughton

For depletion-type reservoirs or those 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 based on existing economic conditions.

Gas quantities estimated herein are expressed as sales gas. Sales gas is defined as that portion of the total gas to be delivered into a gas pipeline for sale after separation, processing, fuel use, and flare. Gas reserves are expressed at a temperature base of 60 degrees Fahrenheit (°F) and at the legal pressure base of the state in which the interest is located. Condensate reserves estimated herein are those to be recovered by conventional lease separation. NGL reserves are those attributed to the leasehold interests according to processing agreements.

Definition of Reserves
Petroleum reserves estimated by us 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



4
DeGolyer and MacNaughton

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 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.



5
DeGolyer and MacNaughton

(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.

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



6
DeGolyer and MacNaughton

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.

The development status shown herein represents the status applicable on December 31, 2012. In the preparation of this study, data available from wells drilled on the appraised properties through December 31, 2012, were used in estimating gross ultimate recovery. When applicable, gross production estimated to December 31, 2012, was deducted from gross ultimate recovery to arrive at the estimates of gross reserves as of December 31, 2012. Production data were available through August 2012 for most properties.

Our estimates of Linn's net proved reserves attributable to the reviewed properties are based on the definitions of proved reserves of the SEC and are as follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

 
 
Estimated by DeGolyer and MacNaughton
 
 
Net Proved Reserves
as of
December 31, 2012
 
 
Oil and Condensate
(Mbbl)
 
NGL (Mbbl)
 
Natural
Gas
(MMcf)
 
 
 
 
 
 
 
Proved Producing
 
124,287

 
110,322

 
1,621,201

Proved Non-Producing
 
7,056

 
2,696

 
40,126

Proved Undeveloped
 
60,122

 
66,382

 
909,782

 
 
 
 
 
 
 
Total Proved
 
191,465

 
179,400

 
2,571,109



Primary Economic Assumptions
Values shown herein are expressed in terms of future gross revenue, future net revenue, and present worth. Future gross revenue is that revenue which will accrue to the appraised interests from the production and sale of the estimated net reserves. Future net revenue is calculated by deducting estimated production taxes, ad valorem taxes, operating expenses, and capital costs from the future gross revenue. Operating expenses include field operating expenses, transportation expenses, compression charges, and an allocation of overhead that directly relates to



7
DeGolyer and MacNaughton

production activities. Future income tax expenses were not taken into account in the preparation of these estimates. Present worth is defined as future net revenue discounted at a specified arbitrary discount rate compounded monthly over the expected period of realization.

Revenue values in this report were estimated using the initial prices and costs specified by Linn. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB). The prices used in this report are based on SEC guidelines. The assumptions used for estimating future prices and expenses are as follows:
Oil and Condensate Prices
Oil and condensate prices were calculated using specified differentials for each lease to a price of $94.64 per barrel. No escalation was applied to the prices. The WTI Cushing price of $94.64 per barrel is the 12-month average price, 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. The weighted average price over the lives of the properties was $91.46 per barrel.
NGL Prices
NGL prices were calculated using specified differentials for each lease to a price of $94.64 per barrel. No escalation was applied to the prices. The WTI Cushing price of $94.64 per barrel is the 12-month average price, 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. The weighted average price over the lives of the properties was $32.94 per barrel.
Natural Gas Prices
Linn has represented that the natural gas prices were based on a reference price, 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.



8
DeGolyer and MacNaughton

The gas prices were calculated for each field using differentials and heating value adjustments to the Henry Hub reference price of $2.76 per million British thermal units (MMBtu) furnished by Linn and held constant thereafter. The volume weighted average price over the lives of the properties was $2.706 per thousands of cubic feet (Mcf).
Operating Expenses and Capital Costs
Estimates of operating expenses and capital costs based on current costs were used for the lives of the properties with no increases in the future based on inflation. In certain cases, future costs, either higher or lower than current costs, may have been used because of anticipated changes in operating conditions. Future capital expenditures were estimated using 2012 values and were not adjusted for inflation.

The estimated future revenue to be derived from the production and sale of the net proved reserves, as of December 31, 2012, of the properties appraised, expressed in thousands of dollars (M$), is summarized as follows:

 
 
Proved
 
 
 
 
Developed
Producing
(M$)
 
Developed
Nonproducing
(M$)
 
Undeveloped
(M$)
 
Total
Proved
(M$)
 
 
 
 
 
 
 
 
 
Future Gross Revenue
 
19,524,961

 
849,484

 
10,005,580

 
30,380,025

Production and Ad Valorem Taxes
 
1,660,103

 
73,097

 
846,372

 
2,579,572

Operating Expenses
 
6,274,937

 
168,555

 
2,437,790

 
8,881,282

Net Other Expenses
 
5,645

 

 

 
5,645

Capital Costs
 
103,875

 
88,966

 
3,080,682

 
3,273,523

Salvage & Abandonment
 
239,501

 
920

 
60,114

 
300,535

Future Net Revenue*
 
11,240,900

 
517,946

 
3,580,622

 
15,339,468

Present Worth at 10 Percent*
 
4,899,607

 
200,912

 
972,462

 
6,072,981

 
 
 
 
 
 
 
 
 
* Future income taxes have not been taken into account in the preparation of these estimates.

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 oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2012, estimated oil and gas volumes. The reserves estimated in this report can be produced under current regulatory guidelines.



9
DeGolyer and MacNaughton

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil, condensate, natural gas liquids, 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, 932-235-50-9, 932-235-50-30, and 932-235-50-31(a), (b), and (e) 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)(i), (ii), and (v)-(x), and 1203(a) of Regulation S-K of the Securities and Exchange Commission; provided, however, that (i) future income tax expenses have not been taken into account in estimating the future net revenue and present worth values set forth herein and (ii) estimates of the proved developed and proved undeveloped reserves are not presented at the beginning of the year.

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.

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 Linn. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of Linn. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.

 
Submitted,
 
 
 
 
 
/s/ DeGOLYER and MacNAUGHTON
 
DeGOLYER and MacNAUGHTON
Texas Registered Engineering Firm F-716
 
 
 
 
 
 
 
/s/ Paul J. Szatkowski, P.E.
 
Paul J. Szatkowski, P.E.
Senior Vice President
DeGolyer and MacNaughton




DeGolyer and MacNaughton

CERTIFICATE of QUALIFICATION


I, Paul J. Szatkowski, 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 company did prepare the letter report addressed to Linn Energy LLC dated June 3, 2013, and that I, as Senior Vice President, was responsible for the preparation of this letter.

2.
That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1974; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers and the American Association of Petroleum Geologists; and that I have in excess of 39 years of experience in oil and gas reservoir studies and reserves evaluations.

Signed: June 3, 2013




















/s/ Paul J. Szatkowski, P.E.        
Paul J. Szatkowski, P.E.
Senior Vice President
DeGolyer and MacNaughton