1 [RYDER SCOTT COMPANY LETTERHEAD] February 7, 1996 Pennzoil Company Post Office Box 2967 Houston, Texas 77001 Gentlemen: At your request we have prepared an estimate of the reserves, future production, and income attributable to certain leasehold and royalty interests of Pennzoil Company including Pennzoil Exploration and Production Company, Pennzoil Petroleums, Ltd. (excluding those properties purchased from Co-enerco Resources Ltd.), Pennzoil Caspian Corporation, Pennzoil Venezuela Incorporated, Pennzoil Products Company, and Pennzoil Company (formerly Proven Properties, Inc.) (collectively referred to herein as the Company) as of December 31, 1995. In accordance with the requirements of FASB 69, our estimates of the Company's net proved reserves as of December 31, 1992, 1993, 1994, and 1995, as contained in this report and our previous reports, are presented in attached Table No. 1 together with a tabulation of the components of the differences in the estimates as of such dates. The Company's reserves in the United States are located in all the main producing states (except Alaska), and in state and federal waters offshore California, Louisiana, and Texas. The Company's foreign reserves are located in Canada, Venezuela, and Azerbaijan. The estimated reserve volumes and future income amounts presented in this report are related to hydrocarbon prices. December 1995 hydrocarbon prices were used in the preparation of this report as required by Securities and Exchange Commission (SEC) and Financial Accounting Standards Bulletin No. 69 (FASB 69) guidelines; however, actual future prices may vary significantly from December 1995 prices. Therefore, volumes of reserves actually recovered and amounts of income actually received may differ significantly from the estimated quantities presented in this report. Our estimates of the proved net reserves attributable to the interests of the Company as of December 31, 1995 are shown below: Proved Net Reserves As of December 31, 1995 ------------------------------------- Liquid, Barrels Gas, MMCF --------------- --------- Developed and Undeveloped United States 174,937,377 1,255,861 Foreign 16,687,189 35,473 ----------- --------- Total Worldwide 191,624,566 1,291,334 Developed United States 151,245,806 1,131,773 Foreign 1,304,786 29,338 ----------- --------- Total Worldwide 152,550,592 1,161,111 The "Liquid" reserves shown above are comprised of crude oil, condensate, and natural gas liquids. Natural gas liquids comprise 16 percent of the Company's developed liquid reserves and 2 Pennzoil Company February 7, 1996 Page 2 14 percent of the Company's developed and undeveloped liquid reserves. All hydrocarbon liquid reserves are expressed in standard 42 gallon barrels. All gas volumes are hydrocarbon sales gas expressed in MMCF at the pressure and temperature bases of the area where the gas reserves are located. Our estimates of hydrocarbon sales gas reserves as of December 31, 1995 do not include 156,339 MMCF of carbon dioxide which is also sales gas. Revenues from carbon dioxide sales are included in our estimates of future cash inflows as of December 31, 1995. In addition, the Company owns 83,317 long tons of sulfur reserves as of December 31, 1995 which are not shown above; however, the revenue from these sulfur reserves is included in the cash inflow data in this report. Our estimates of proved net reserves as of December 31, 1995 include 1,154,321 barrels and 4,702 MMCF for Pennzoil Venezuela, Inc. for which Pennzoil has a contract to develop and produce but does not have actual ownership of the hydrocarbons. The proved reserves presented in this report comply with the SEC's Regulation S-X Part 210.4-10 Sec. (a) as clarified by subsequent Commission Staff Accounting Bulletins, and are based on the following definitions and criteria: Proved reserves of crude oil, condensate, natural gas, and natural gas liquids are estimated quantities that geological and engineering data demonstrate with reasonable certainty to be recoverable in the future from known reservoirs under existing conditions. Reservoirs are considered proved if economic producibility is supported by actual production or formation tests. In certain instances, proved reserves are assigned on the basis of a combination of core analysis and electrical and other type logs which indicate the reservoirs are analogous to reservoirs in the same field which are producing or have demonstrated the ability to produce on a formation test. The area of a reservoir considered proved includes (1) that portion delineated by drilling and defined by fluid contacts, if any, and (2) the adjoining portions not yet drilled that can be reasonably judged as economically productive on the basis of available geological and engineering data. In the absence of data on fluid contacts, the lowest known structural occurrence of hydrocarbons controls the lower proved limit of the reservoir. Proved reserves are estimates of hydrocarbons to be recovered from a given date forward. They may be revised as hydrocarbons are produced and additional data become available. Proved natural gas reserves are comprised of non-associated, associated, and dissolved gas. An appropriate reduction in gas reserves has been made for the expected removal of natural gas liquids, for lease and plant fuel, and the exclusion of non- hydrocarbon gases if they occur in significant quantities and are removed prior to sale. Reserves that can be produced economically through the application of improved recovery techniques are included in the proved classification when these qualifications are met: (1) successful testing by a pilot project or the operation of an installed program in the reservoir provides support for the engineering analysis on which the project or program was based, and (2) it is reasonably certain the project will proceed. Improved recovery includes all methods for supplementing natural reservoir forces and energy, or otherwise increasing ultimate recovery from a reservoir, including (1) pressure maintenance, (2) cycling, and (3) secondary recovery in its original sense. Improved recovery also includes the enhanced recovery methods of thermal, chemical flooding, and the use of miscible and immiscible displacement fluids. Estimates of proved reserves do not include crude oil, natural gas, or natural gas liquids being held in underground storage. Depending on the status of development, these proved reserves are further subdivided into: (i) "developed reserves" which are those proved reserves reasonably expected to be recovered through existing wells with existing equipment and operating methods, including (a) "developed producing reserves" which are those proved developed reserves reasonably expected to be produced from existing completion intervals now open for production in 3 Pennzoil Company February 7, 1996 Page 3 existing wells, and (b) "developed non-producing reserves" which are those proved developed reserves which exist behind the casing of existing wells which are reasonably expected to be produced through these wells in the predictable future where the cost of making such hydrocarbons available for production should be relatively small compared to the cost of a new well; and (ii) "undeveloped reserves" which are those proved reserves reasonably expected to be recovered from new wells on undrilled acreage, from existing wells where a relatively large expenditure is required, and from acreage for which an application of fluid injection or other improved recovery technique is contemplated where the technique has been proved effective by actual tests in the area in the same reservoir. Reserves from undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units are included only where it can be demonstrated with reasonable certainty that there is continuity of production from the existing productive formation. Because of the direct relationship between volumes of proved undeveloped reserves and development plans, we include in the proved undeveloped category only reserves assigned to undeveloped locations that we have been assured will definitely be drilled and reserves assigned to the undeveloped portions of secondary or tertiary projects which we have been assured will definitely be developed. The Company has interests in certain tracts which have substantial additional hydrocarbon quantities which cannot be classified as proved and consequently are not included herein. The Company has active exploratory and development drilling programs which may result in the reclassification of significant additional volumes to the proved category. In accordance with the requirements of FASB 69, our estimates of future cash inflows, future costs, and future net cash inflows before income tax as of December 31, 1995 from this report and as of December 31, 1994 from our previous report are presented below. Total Worldwide As of December 31(1)(2) ---------------------------------------- 1995 1994 -------------- -------------- Future Cash Inflows $6,569,120,413 $5,326,553,844 Future Costs Production $1,954,332,406 $2,041,184,473 Development 536,689,322 493,685,669 -------------- -------------- Total Costs $2,491,021,728 $2,534,870,142 Future Net Cash Inflows Before Income Tax $4,078,098,685 $2,791,683,702 Present Value at 10% Before Income Tax $2,646,967,469 $1,810,037,273 __________________________________ (1) The cash inflow data for December 31, 1995 include revenues from 156,339 net MMCF of carbon dioxide reserves which have a future net cash inflow before income tax of $45,992,640 and present value at 10 percent before income tax of $18,647,279. The cash inflow data for December 31, 1994 include revenues from 160,678 net MMCF of carbon dioxide reserves which have a future net cash inflow before income tax of $38,780,628 and present value at 10 percent before income tax of $14,153,613. (2) The cash inflow data for December 31, 1995 includes net cash inflow before income tax of $4,665,490 and present value at 10 percent before income tax of $3,257,189 attributable to Pennzoil Venezuela, Inc. 4 Pennzoil Company February 7, 1996 Page 4 Our estimates as of December 31, 1995 and 1994 of future cash inflows, future costs, future net cash inflows before income tax, and present value at 10 percent before income tax are shown individually for total worldwide, total United States (onshore and offshore), and foreign areas in Table No. 2 which is attached. The future cash inflows are gross revenues before any deductions. The production costs were based on current data and include production taxes in the United States, certain foreign taxes where applicable, ad valorem taxes, and certain other items such as transportation and processing costs, in addition to the operating costs directly applicable to the individual leases or wells. The development costs were based on current data and include certain dismantlement and abandonment costs net of salvage for properties where such costs are relatively significant. The Company furnished us with gas prices in effect at December 31, 1995 and with its forecasts of future gas prices which take into account SEC guidelines, current market prices, contract prices, and fixed and determinable price escalations where applicable. In accordance with SEC guidelines, the future gas prices used in this report make no allowances for future gas price increases which may occur as a result of inflation nor do they account for seasonal variations in gas prices which may cause future yearly average gas prices to be somewhat different than December gas prices. For gas sold under contract, the contract gas price including fixed and determinable escalations exclusive of inflation adjustments, was used until the contract expires and then was adjusted to the current market price for the area and held at this adjusted price to depletion of the reserves. The Company furnished us with liquid prices in effect at December 31,1995 and these prices were held constant to depletion of the properties. In accordance with SEC guidelines, changes in liquid prices subsequent to December 31,1995 were not considered in this report. The Alberta Royalty Tax Credit and the British Columbia Cost of Service Allowance were not applied in our estimates of future net income from the Company's properties in Canada. Operating costs for the leases and wells in this report were based on the operating expense reports of the Company and include only those costs directly applicable to the leases or wells. When applicable, the operating costs include a portion of general and administrative costs allocated directly to the leases and wells under terms of operating agreements. Development costs were furnished to us by the Company and are based on authorizations for expenditure for the proposed work or actual costs for similar projects. The current operating and development costs were held constant throughout the life of the properties. At the request of Pennzoil, their estimate of zero net abandonment costs after salvage value for onshore properties was used in this report. Ryder Scott has not performed a detailed study of the abandonment costs nor the salvage value and makes no warranty for Pennzoil's estimate. The estimated net cost of abandonment after salvage was included for offshore properties where abandonment costs net of salvage are significant. The estimates of the offshore net abandonment costs furnished by the Company were accepted without independent verification. No deduction was made for indirect costs such as general administration and overhead expenses, loan repayments, interest expenses, and exploration and development prepayments. The Company supplied data on accumulated gas production imbalances which were taken into account in our estimates of future production and income. The estimates of reserves presented herein are based upon a detailed study of the properties in which the Company owns an interest; however, we have not made any field examination 5 Pennzoil Company February 7, 1996 Page 5 of the properties. No consideration was given in this report to potential environmental liabilities which may exist nor were any costs included for potential liability to restore and clean up damages, if any, caused by past operating practices. The Company has informed us that they have furnished us all of the accounts, records, geological and engineering data and reports, and other data required for this investigation. The ownership interests, prices, and other factual data furnished by the Company were accepted without independent verification. The estimates presented in this report are based on data available through December 1995. The reserves included in this report are estimates only and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the revenues therefrom and the actual costs related thereto could be more or less than the estimated amounts. Moreover, estimates of reserves may increase or decrease as a result of future operations. In general, we estimate that future gas production rates will continue to be the same as the average rate for the latest available 12 months of actual production until such time that the well or wells are incapable of producing at this rate. The well or wells were then projected to decline at their decreasing delivery capacity rate. Our general policy on estimates of future gas production rates is adjusted when necessary to reflect actual gas market conditions in specific cases. The future production rates from wells now on production may be more or less than estimated because of changes in market demand or allowables set by regulatory bodies. Wells or locations which are not currently producing may start producing earlier or later than anticipated in our estimates of their future production rates. While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may also increase or decrease from existing levels, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation. Neither we nor any of our employees have any interest in the subject properties and neither the employment to make this study nor the compensation is contingent on our estimates of reserves and future cash inflows for the subject properties. Very truly yours, RYDER SCOTT COMPANY PETROLEUM ENGINEERS /s/ RAYMOND V. CRUCE ------------------------- Raymond V. Cruce, P.E. Chairman and CEO RVC/sw 6 TABLE NO. 1 PENNZOIL COMPANY PROVED NET RESERVE DATA United States Total Worldwide Total Onshore and Offshore Foreign(1) ----------------------- -------------------------- -------------------- 1995 1994 1993 1995 1994 1993 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- ---- ---- Net Proved Liquid(2) Reserves, Millions of Barrels - ---------------------------- Developed and Undeveloped Beginning of Year 206.2 200.9 220.2 204.5 198.9 218.0 1.7 2.0 2.2 Revisions(3) -14.9 7.9 -7.3 -14.4 7.9 -7.3 -0.5 Neg Neg Extensions and Discoveries 20.4 18.0 15.5 18.9 17.9 15.4 1.5 0.1 0.1 Improved Recovery 2.7 0.6 0.0 2.7 0.6 0.0 0 0 0 Estimated Production -22.1 -24.6 -24.3 -21.9 -24.3 -24.0 -0.2 -0.3 -0.3 Purchase of Reserves In-Place 22.2 7.6 5.2 8.0 7.6 5.2 14.2 0 0 Sales of Reserves In-Place -22.9 -4.2 -8.4 -22.9 -4.1 -8.4 Neg -0.1 Neg ----- ----- ----- ----- ----- ----- ---- ---- --- End of Year 191.6 206.2 200.9 174.9 204.5 198.9 16.7 1.7 2.0 Developed Beginning of Year 177.7 164.2 182.5 176.1 162.3 180.3 1.6 1.9 2.2 End of Year 152.6 177.7 164.2 151.2 176.1 162.3 1.3 1.6 1.9 Net Proved Gas(4) Reserves, Billions of Cubic Feet - ------------------------- Developed and Undeveloped Beginning of Year 1,376 1,491 1,652 1,341 1,453 1,617 35 38 35 Revisions 51 12 0 56 15 -1 -5 -3 1 Extensions and Discoveries 219 203 122 211 200 117 8 3 5 Improved Recovery 1 Neg 0 1 Neg 0 0 0 0 Estimated Production -220 -247 -223 -218 -244 -220 -2 -3 -3 Purchase of Reserves In-Place 26 14 91 26 14 91 0 0 0 Sales of Reserves In-Place -162 -97 -151 -161 -97 -151 -1 Neg 0 ----- ----- ----- ----- ----- ----- -- --- -- End of Year 1,291 1,376 1,491 1,256 1,341 1,453 35 35 38 Developed Beginning of Year 1,273 1,341 1,446 1,242 1,306 1,412 31 35 34 End of Year 1,161 1,273 1,341 1,132 1,242 1,306 29 31 35 __________________________________ (1) 1995 includes 1.2 million barrels and 5 billion cubic feet in Venezuela for which Pennzoil has a contract to develop and produce but does not have actual ownership of the hydrocarbons. (2) Liquid reserves shown above are comprised of crude oil, condensate, and natural gas liquids. (3) Revisions in 1993 include a reduction of 13.7 million barrels and 7 billion cubic feet which is the results of depressed oil and condensate prices on December 31, 1993. (4) Excludes carbon dioxide reserve and production data. 7 TABLE NO. 2 PENNZOIL COMPANY CASH INFLOW AND COST DATA(1) (MILLIONS OF U.S. DOLLARS) United States Total Worldwide Onshore and Offshore Foreign As of December 31 As of December 31 As of December 31 ---------------------- ---------------------- ------------------ 1995 1994 1995 1994 1995 1994 ------ ------- ------ ------ ----- ---- Future Cash Inflows(2) $6,569 $5,327 $6,287 $5,262 $282 $65 Future Costs Production(3) -$1,954 -$2,041 -$1,849 -$2,031 -$105 -$10 Development(4) - 537 -494 - 480 -493 57 -1 ------- ------- ------- ------ ---- --- Total Costs -$2,491 -$2,535 -$2,329 -$2,524 -$162 -$11 Future Cash Inflows Before Income Tax $4,078 $2,792 $3,958 $2,738 $120 $54 Present Value @ 10% Before Income Tax $2,647 $1,810 $2,587 $1,777 $ 60 $33 __________________________________ (1) Data for 1995 and 1994 include cash inflows and costs attributable to carbon dioxide reserves located in the United States. The 1995 carbon dioxide reserves account for $46.0 million of cash inflows before income tax and $18.6 million of present value at 10% before income tax. The 1994 carbon dioxide reserves account for $38.8 million of future cash inflows before income tax and $14.2 million of present value at 10% before income tax. (2) Gross revenues are before any deductions. (3) Includes production taxes in the U.S.A., certain foreign taxes where applicable, ad valorem taxes, and certain other items such as transportation and processing charges. (4) Includes future dismantlement and abandonment costs net of salvage for offshore properties where such costs are relatively significant.