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SEC Invites Comments on Possible Revisions to the Disclosure Requirements Relating to Oil and Gas Reserves

The U.S. Securities and Exchange Commission issued a Concept Release [http://www.sec.gov/rules/concept/2007/33-8870.pdf] (PDF) inviting comments on possible revisions to the disclosure requirements relating to oil and gas reserves.

This SEC action follows the June 2007 AAPG/SPE Multi-disciplinary Reserves Conference, jointly sponsored by the Society of Petroleum Evaluation Engineers and the World Petroleum Council, and the March 2007 release of the SPE/WPC/AAPG/SPEE Petroleum Resources Management System [http://www.spe.org/spe-app/spe/industry/reserves/prms.htm].

The Concept Release provides an excellent opportunity for informed and interested AAPG members to meaningfully influence the rule-making process. The Commission is using this process to gather a broad spectrum of information and opinion on the topic. They have requested specific comment to 15 questions (see below).

Based on this input we expect SEC will develop a formal rule proposal, outlining the provisions of a new rule. SEC will solicit comments on this rule proposal and then prepare a final rule. This final rule will be available for public comment and will be voted on by the Commission. If approved it will become part of SEC’s formal rules.

AAPG encourages its members to provide comments to the SEC at each stage in this process. The simplest way to submit comments is electronically [http://www.sec.gov/cgi-bin/ruling-comments?ruling=s72907&rule_path=/comments/s7-29-07&file_num=s7-29-07&action=Show_Form&title=Concept%20Release%20on%20Possible%20Revisions%20to%20the%20Disclosure%20Requirements%20Relating%20to%20Oil%20and%20Gas%20Reserves]. For additional ways to submit comments, please refer to the Concept Release [http://www.sec.gov/rules/concept/2007/33-8870.pdf] (PDF) .

Deadline: February 19, 2008

Background Documents:

SEC Questions:

The Concept Release [http://www.sec.gov/rules/concept/2007/33-8870.pdf] (PDF) includes 15 specific questions that the SEC is seeking comments on:

  1. Should we replace our rules-based current oil and gas reserves disclosure requirements, which identify in specific terms which disclosures are required and which are prohibited, with a principles-based rule? If yes, what primary disclosure principles should the Commission consider? If the Commission were to adopt a principles-based reserves disclosure framework, how could it affect disclosure quality, consistency and comparability?
  2. Should the Commission consider allowing companies to disclose reserves other than proved reserves in filings with the SEC? If we were to allow companies to include reserves other than proved reserves, what reserves disclosure should we consider? Should we specify categories of reserves? If so, how should we define those categories?
  3. Should the Commission adopt all or part of the Society of Petroleum Engineers – Petroleum Resources Management System? If so, what portions should we consider adopting? Are there other classification frameworks the Commission should consider? If the Commission were to adopt a different classification framework, how should the Commission respond if that framework is later changed?
  4. Should we consider revising the current definition of proved reserves, proved developed reserves and proved undeveloped reserves? If so, how? Is there a way to revise the definition or the elements of the definition, to accommodate future technological innovations?
  5. Should we specify the tests companies must undertake to estimate reserves? If so, what tests should we require? Should we specify the data companies must produce to support reserves conclusions? If so, what data should we require? Should we specify the process a company must follow to assess that data in estimating its reserves?
  6. Should we reconsider the concept of reasonable certainty? If we were to replace it, what should we replace it with? How could that affect disclosure quality? Should we consider requiring companies to make certain assumptions? Should we prohibit others?
  7. Should we reconsider the concept of certainty with regard to proved undeveloped reserves? Should we allow companies to indefinitely classify undeveloped reserves as proved?
  8. Should we reconsider the concept of economic producibility? If we were to replace it, what should we replace it with? How could that affect disclosure quality? Should we consider requiring companies to make certain assumptions? Should we prohibit others?
  9. Should we reconsider the concept of existing operating conditions? If we were to replace it, what should we replace it with? How could that affect disclosure quality? Should we consider requiring companies to make certain assumptions? Should we prohibit others?
  10. Should we reconsider requiring companies to use a sale price in estimating reserves? If so, how should we establish the price framework? Should we require or allow companies to use an average price instead of a fixed price or a futures price instead of a spot price? Should we allow companies to determine the price framework? How would allowing companies to use different prices affect disclosure quality and consistency? Regardless of the pricing method that is used, should we allow or require companies to present a sensitivity analysis that would quantify the effect of price changes on the level of proved reserves?
  11. Should we consider eliminating any of the current exclusions from proved reserves? How could removing these exclusions affect disclosure quality?
  12. Should we consider eliminating any of the current exclusions from oil and gas activities? How could removing these exclusions affect disclosure quality?
  13. Should we consider eliminating the current restrictions on including oil and gas reserves from sources that require further processing, e.g., tar sands? If we were to eliminate the current restrictions, how should we consider a disclosure framework for those reserves? What physical form of those reserves should we consider in evaluating such a framework? Is there a way to establish a disclosure framework that accommodates unforeseen resource discoveries and processing methods?
  14. What aspects of technology should we consider in evaluating a disclosure framework? Is there a way to establish a disclosure framework that accommodates technological advances?
  15. Should we consider requiring companies to engage an independent third party to evaluate their reserves estimates in the filings they make with us? If yes, what should that party’s role be? Should we specify who would qualify to perform this function? If so, who should be permitted to perform this function and what professional standards should they follow? Are there professional organizations that the Commission can look to set and enforce adherence to those standards?

In addition to the areas for comment identified above, we are interested in any other issues that commenters may wish to address and the benefits and costs relating to investors, issuers and other market participants of the possibility of revising disclosure rules pertaining to petroleum reserves included in Commission filings. Please be as specific as possible in your discussion and analysis of any additional issues. Where possible, please provide empirical data or observations to support or illustrate your comments.

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