Legislature(2011 - 2012)BUTROVICH 205

02/06/2012 03:30 PM Senate RESOURCES


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03:32:49 PM Start
03:33:55 PM Overview: Gleason Decision of 12/30/2011 by Robin O. Brena
05:10:21 PM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+ Overview of the Decision Following Trial De Novo TELECONFERENCED
Re: 2007, 2008, and 2009 Assessed Valuations of
the Trans Alaska Pipeline (i.e., the Gleason
Decision of 12/30/2011)
- Presentation by Robin O. Brena, Owner, Brena,
Bell & Clarkson, P.C.
-- Testimony <Invitation Only> --
                    ALASKA STATE LEGISLATURE                                                                                  
              SENATE RESOURCES STANDING COMMITTEE                                                                             
                        February 6, 2012                                                                                        
                           3:32 p.m.                                                                                            
                                                                                                                                
MEMBERS PRESENT                                                                                                               
                                                                                                                                
Senator Joe Paskvan, Co-Chair                                                                                                   
Senator Thomas Wagoner, Co-Chair                                                                                                
Senator Bill Wielechowski, Vice Chair                                                                                           
Senator Bert Stedman                                                                                                            
Senator Hollis French                                                                                                           
Senator Gary Stevens                                                                                                            
                                                                                                                                
MEMBERS ABSENT                                                                                                                
                                                                                                                                
Senator Lesil McGuire - excused                                                                                                 
                                                                                                                                
OTHER LEGISLATORS PRESENT                                                                                                     
                                                                                                                                
Senator Cathy Giessel                                                                                                           
Senator Joe Thomas                                                                                                              
                                                                                                                                
COMMITTEE CALENDAR                                                                                                            
                                                                                                                                
Overview: Gleason Decision of 12/30/2011 by Robin O. Brena                                                                      
                                                                                                                                
     - HEARD                                                                                                                    
                                                                                                                                
PREVIOUS COMMITTEE ACTION                                                                                                     
                                                                                                                                
No previous action to record                                                                                                    
                                                                                                                                
WITNESS REGISTER                                                                                                              
                                                                                                                                
ROBIN BRENA, Attorney                                                                                                           
Brena, Bell and Clarkson, P.C.                                                                                                  
Anchorage, AK                                                                                                                   
POSITION STATEMENT: Presented overview of the Gleason decision.                                                               
                                                                                                                                
CRAIG RICHARDS, Attorney                                                                                                        
Walker and LeBeck                                                                                                               
Anchorage, AK                                                                                                                   
POSITION STATEMENT: Presented overview of the Gleason decision.                                                               
                                                                                                                                
                                                                                                                                
ACTION NARRATIVE                                                                                                              
                                                                                                                                
3:32:49 PM                                                                                                                    
CO-CHAIR  JOE  PASKVAN  called   the  Senate  Resources  Standing                                                             
Committee meeting  to order at 3:32  p.m. Present at the  call to                                                               
order  were  Senators  French,  Wielechowski,  Stedman,  Co-Chair                                                               
Wagoner and Co-Chair Paskvan.                                                                                                   
                                                                                                                                
  ^Overview: Gleason Decision of 12/30/2011 by Robin O. Brena                                                                   
            Overview: Gleason Decision of 12/30/2011                                                                        
                                                                                                                                
3:33:55 PM                                                                                                                    
CO-CHAIR PASKVAN said the committee  would take up the only order                                                               
of business  today, a review  of the trial  de novo of  the 2007,                                                               
2008 and  2009 assessed valuations  of the  TransAlaska Pipeline,                                                               
known as the Gleason decision  of 12/30/2011 by Robin Brena, lead                                                               
counsel for  the Municipalities, and Craig  Richards, counsel for                                                               
the City of Valdez.                                                                                                             
                                                                                                                                
SENATOR STEDMAN asked what "trial de novo" means.                                                                               
                                                                                                                                
CO-CHAIR  PASKVAN explained  that it  is  a new  trial where  the                                                               
court has the  ability to accept new facts and  render an opinion                                                               
based on them. He invited Mr. Brena to comment.                                                                                 
                                                                                                                                
3:35:22 PM                                                                                                                    
ROBIN BRENA,  Attorney, Brena, Bell  and Clarkson,  P.C., Counsel                                                               
for the  Fairbanks North  Star Borough and  lead counsel  for the                                                               
municipalities in the 2007-09 assessed  valuations case for TAPS,                                                               
said he  had been involved  in tax and  oil and gas  and pipeline                                                               
work for  30 years. He  has been  involved in every  oil pipeline                                                               
matter  that has  gone before  the Alaska  Supreme Court  in that                                                               
period; he  has represented Tesoro  when it questioned  the basis                                                               
for  the  TAPS  rates  and  got  them  cut  in  half  before  the                                                               
Regulatory  Commission  of  Alaska   (RCA),  and  he  represented                                                               
Anadarko  when they  went before  the  Federal Energy  Regulatory                                                               
Commission (FERC) and got the rates  cut by half. He was involved                                                               
in the Cook Inlet pipeline and the Cook Inlet gathering system.                                                                 
                                                                                                                                
He said  he had  been involved  in complex  ad valorem  cases and                                                               
represented every drilling  contractor in the State  of Alaska as                                                               
to  how drilling  rigs  should be  assessed.  He has  represented                                                               
clients with regard  to the assessment of  tankers and refineries                                                               
and  represented both  Fairbanks and  Valdez with  regard to  the                                                               
proper method for assessing the TAPS.                                                                                           
                                                                                                                                
3:36:47 PM                                                                                                                    
SENATOR STEVENS joined the committee.                                                                                           
                                                                                                                                
MR. BRENA clarified that he was not  here on behalf of any of his                                                               
clients, but as  a resident of Alaska. He grew  up in Skagway and                                                               
has been an  Alaskan his whole life. He has  several clients with                                                               
several different interests,  some of which he  has mentioned. He                                                               
was  offering  his own  opinions  and  not  the opinions  of  his                                                               
clients.                                                                                                                        
                                                                                                                                
3:37:33 PM                                                                                                                    
CRAIG RICHARDS, Walker and LeBeck,  Anchorage, Alaska, said he is                                                               
a  life-long  Alaskan  and  grew up  in  Fairbanks.  He  attended                                                               
universities back  East and  has practiced  law in  Anchorage for                                                               
almost 10 years  with Bill Walker. Part of  his representation in                                                               
oil and gas matters, the  vast majority of his practice, includes                                                               
numerous  ad valorem  disputes including  litigating to  the U.S.                                                               
Supreme Court  whether or  not the  oil tankers  can be  taxed at                                                               
Valdez  and on  an  ad valorem  value of  TAPS  case since  2004,                                                               
including with  Mr. Brena most of  that time. With Mr.  Walker he                                                               
has extensively  represented the interests of  entities trying to                                                               
build an  LNG pipeline  to Valdez.  He has  been involved  in the                                                               
Point Thomson  unit termination case,  the proposal to  truck LNG                                                               
to Fairbanks and has regularly  acted as the owners' bond counsel                                                               
for  most  of  the  refinancing   on  TAPS.  He  and  Mr.  Walker                                                               
represented Valdez  in front of  Judge Gleason for both  the 2006                                                               
trial de novo  that occurred in 2009 and again  more recently for                                                               
the trial de novo for the 2007 and 2009 tax years.                                                                              
                                                                                                                                
CO-CHAIR  PASKVAN asked  him what  "trial de  novo" means  in the                                                               
context of this case.                                                                                                           
                                                                                                                                
MR. BRENA  replied that  he had  been involved  in this  case for                                                               
several years. Judge Gleason issued  an order concerning the 2006                                                               
tax year last year; this  year the most recent decision concerned                                                               
the 2007 and  2009 tax years. The 2006 trial  was five weeks long                                                               
and the other one was nine weeks.  Trial de novo means that it is                                                               
heard  anew; over  700 motions  were made  and included  defining                                                               
everything.  Trial  de  novo  can mean  anything  from  what  the                                                               
Superior  Court is  going to  completely  disregard, hearing  the                                                               
matter anew  based on its own  evidentiary record all the  way to                                                               
deference  to  administrative   proceedings  that  allow  limited                                                               
evidence on limited topics. Judge  Gleason's findings with regard                                                               
to trial de novo were kind  of between the two extremes. She gave                                                               
deference to  the State  Assessment Review  Board with  regard to                                                               
the  assessing authorities  as the  courts  are prone  to do  and                                                               
plugged facts into the methods that were applied.                                                                               
                                                                                                                                
3:40:55 PM                                                                                                                    
He said this has been  intense and contentious litigation and had                                                               
over a half  million pages of discovery.  Their presentation will                                                               
be in the context of tax policy.                                                                                                
                                                                                                                                
CO-CHAIR PASKVAN  stated that  all of  the documents  before them                                                               
today and  the exhibits themselves  will be posted on  BASIS. Mr.                                                               
Richards  said   they  would  provide  additional   documents  on                                                               
request.                                                                                                                        
                                                                                                                                
3:42:29 PM                                                                                                                    
MR.  RICHARDS  said  their  source   materials  are  intended  to                                                               
illustrate Judge Gleason's decision  and the types of information                                                               
behind  it. She  agreed with  the municipalities'  positions with                                                               
regard to the  market structure and the integrated  nature of the                                                               
operations  on   the  Alaska   North  Slope   combining  upstream                                                               
(production) and  midstream (transportation) assets.  She largely                                                               
agreed with their perspective on  the reserves and the production                                                               
profiles associated with  them as well as  their perspective with                                                               
regard to  what the minimum capacity  of TAPS is to  operate. She                                                               
essentially adopted  their positions  on those key  elements that                                                               
are matters of concern to legislators.                                                                                          
                                                                                                                                
He said  she also shared  many of  their concerns with  trying to                                                               
get reliable  information to  make good  decisions and  he fought                                                               
very hard to make some of  that information public so it could be                                                               
shared with Alaskans.                                                                                                           
                                                                                                                                
3:43:52 PM                                                                                                                    
In the  2006 case, the  state had  assessed TAPS at  $4.2 billion                                                               
and Judge  Gleason ultimately assessed  it at about  $10 billion.                                                               
The  2007, 2008  and  2009 assessments  were  $4.5 billion,  $6.1                                                               
billion and  $9 billion, and as  a result of her  decisions those                                                               
assessments went from  $8.9 billion to $9.6  billion depending on                                                               
the year.                                                                                                                       
                                                                                                                                
3:44:29 PM                                                                                                                    
SENATOR FRENCH  said he didn't  recall what the  tax consequences                                                               
of  the  Judge's  decision  were  and asked  how  much  more  the                                                               
pipeline owners would have to pay.                                                                                              
                                                                                                                                
MR. RICHARDS  replied the  state levies a  statewide oil  and gas                                                               
tax of 20 mils or 2 percent  of the assessed value. About half of                                                               
that goes  to the state  and the other  half is split  up between                                                               
the municipalities  involved in the  case. It amounts  to roughly                                                               
$180 million.                                                                                                                   
                                                                                                                                
SENATOR FRENCH  recalled that  industry came  in with  an opening                                                               
valuation for  TAPS of $1 billion  in what he calls  the "Gleason                                                               
2" decision.                                                                                                                    
                                                                                                                                
3:46:26 PM                                                                                                                    
MR.  BRENA replied  their  position  was that  the  value of  the                                                               
pipeline  was $850  million in  2006 with  slight variations  for                                                               
2007 through  2009 slightly  at around  $1.2 billion.  Their case                                                               
advanced about  a quarter of  the state's assessment and  about a                                                               
tenth of what Judge Gleason found.                                                                                              
                                                                                                                                
SENATOR FRENCH  said it's funny  that the  state would be  so far                                                               
off from  the Judge's valuation  and odd that the  state wouldn't                                                               
have a  better idea  of what the  pipeline was  worth. Typically,                                                               
the assessors  go as high as  they can, the taxpayers  go as low,                                                               
and then  you pick some number  in the middle; but  here you have                                                               
the taxpayer low,  the assessor medium and the  final decision is                                                               
above that. It  would be like if his house  is worth $300,000 and                                                               
him having the  nerve to look the mayor of  Anchorage in the face                                                               
and saying its worth only $30,000.                                                                                              
                                                                                                                                
MR. RICHARDS responded that from  the mid-1980s to 2005 the value                                                               
of TAPS  wasn't set  through a  rigorous assessment  process, but                                                               
more by negotiation  between the oil companies and  the state. It                                                               
wasn't really  until the municipalities injected  themselves into                                                               
the process, because  their tax bases were going  down, that this                                                               
rigorous process  of valuing the  asset became an issue.  It just                                                               
took  a couple  of years  to  work out  how  to go  from the  old                                                               
methodology to  a more  standard methodology  for these  sorts of                                                               
long-lived special purpose properties.                                                                                          
                                                                                                                                
3:49:15 PM                                                                                                                    
SENATOR FRENCH  asked what  has prevented  this issue  from being                                                               
sort of an annual dispute.                                                                                                      
                                                                                                                                
MR.  RICHARDS  replied   that  was  before  his   time,  but  his                                                               
impression is  that the state  treated it as a  negotiation. Once                                                               
you accepted  the TAPS Settlement Method  (TSM) (with accelerated                                                               
depreciation built in)  or an income methodology as  the basis of                                                               
valuation and  other features that  were going to result  in that                                                               
value  going  down,  the  state   was  just  in  the  process  of                                                               
negotiating with  the North Slope  producers every year  how much                                                               
it should  go down.  Very little  intellectual inquiry  went into                                                               
whether or  not TSM  really reflected a  meaningful way  to value                                                               
this  asset.  The first  real  appeal  in  the 2005  case  forced                                                               
intellectual rigor to be applied to that issue.                                                                                 
                                                                                                                                
3:50:21 PM                                                                                                                    
MR. BRENA  said these matters  can be litigation  intensively and                                                               
puts millions of  dollars in tax revenue at risk.  For example, a                                                               
proper cost  study to determine  what beginning points  should be                                                               
used in  applying the  cost approach to  value costs  millions of                                                               
dollars for facilities like this.  This type of litigation is not                                                               
undertaken lightly,  but when the  value gets so far  off, people                                                               
get  involved.  The  state  got  half of  the  increase  and  the                                                               
municipalities  got the  other half.  It wasn't  just limited  to                                                               
those municipalities; Anchorage,  for example, received increased                                                               
tax revenues  as a result of  this litigation even though  it did                                                               
not participate.                                                                                                                
                                                                                                                                
CO-CHAIR WAGONER  wondered how relevant  this discussion  was and                                                               
said he  thought they were  going to  have a presentation  so the                                                               
Alaskan people  understood that the  pipeline wasn't in  any real                                                               
dire  threat of  shutting down  any time  soon. He  asked if  the                                                               
decision would be appealed to the Supreme Court.                                                                                
                                                                                                                                
MR. BRENA replied probably.                                                                                                     
                                                                                                                                
3:54:12 PM                                                                                                                    
The overview consisted of the following parts:                                                                                  
Market structure                                                                                                                
-integrated operations with concentrated market power                                                                           
-stages of developing the resource                                                                                              
-barriers to competitive entry                                                                                                  
The Life of TAPS                                                                                                                
-Price of ANS crude oil                                                                                                         
-reserves and throughput                                                                                                        
-minimum mechanical throughput                                                                                                  
Access to information                                                                                                           
Conclusion                                                                                                                      
                                                                                                                                
3:56:30 PM                                                                                                                    
MR. BRENA  said the  production of  Alaska North  Slope oil  is a                                                               
very  integrated operation  by three  major companies  and it  is                                                               
important to understand the stages  of development for the Alaska                                                               
North Slope  and where in  the evolutionary process  the resource                                                               
is,  because  at  different stages  there  are  different  market                                                               
players and  participants with different incentives.  In terms of                                                               
applying tax  policy he said  it is important to  understand what                                                               
stage you  are at.  He would  talk about the  TAPS rates  and how                                                               
they are  barriers to  competitive entry. He  said he  would talk                                                               
about  that within  the context  of other  major oil  basins like                                                               
North Dakota  and the Gulf  that both have hundreds  of shippers,                                                               
secondary  marketers and  independents  in  full play  developing                                                               
those fields.  Hundreds of holes  are being drilled  and compared                                                               
to here  where after 35 years  of operation on TAPS  there is one                                                               
independent shipper and a few  independent producers, only one of                                                               
which isn't associated  with one of the major three  and only one                                                               
of which  ships down  TAPS and  takes their  oil directly  to the                                                               
market. The purpose is to  inquire whether or not the marketplace                                                               
has been allowed  to work on the North Slope,  because "you don't                                                               
want  to be  in  the  position of  incenting  people through  tax                                                               
policy to do what the market could otherwise do."                                                                               
                                                                                                                                
MR. BRENA  said market  structure, the  stage of  development and                                                               
the barriers to entry that  exist for independents are preventing                                                               
the market  from working as fully  in Alaska as it  does in other                                                               
locations and could be addressed by tax policy.                                                                                 
                                                                                                                                
The  key things  that  determine TAPS'  life  are the  production                                                               
profile and the  ability of the pipeline to  continue to operate;                                                               
those  economics are  ultimately  what determines  its life.  For                                                               
instance, for every $10 increase in  the price of oil the life of                                                               
the Prudhoe  Bay field decreases  by 5.5  years. The life  of the                                                               
Prudhoe Bay field, and perhaps  Kuparuk (development of its heavy                                                               
oil),  will  determine the  life  of  TAPS. The  other  satellite                                                               
fields will  come on  and go  off before getting  to its  end. He                                                               
would talk about the price of  ANS crude oil and its projections,                                                               
the  reserves and  throughput, and  Judge  Gleason's decision  as                                                               
well as  the minimum mechanical  throughput in terms of  what the                                                               
physical capacities of the pipeline are.                                                                                        
                                                                                                                                
SENATOR  FRENCH  asked what  allowance  should  be made  for  the                                                               
possible introduction  of OCS  oil into  the pipeline.  The state                                                               
doesn't get any tax revenue from  it, but it does extend the life                                                               
of the line.                                                                                                                    
                                                                                                                                
MR. BRENA  replied that he  hoped the state could  negotiate some                                                               
way  to  realize  some  of  those  revenues  off  the  OCS.  But,                                                               
certainly, he  said additional throughput from  any field extends                                                               
the  life of  this facility.  And as  the life  is extended  more                                                               
development opportunities surface.                                                                                              
                                                                                                                                
3:59:33 PM                                                                                                                    
He said  he would talk about  what they don't know,  too, because                                                               
Judge Gleason's  decision was based  on things they do  know such                                                               
as proven reserves,  existing technology and what  can legally be                                                               
deliverable today.  An example  of what they  don't know  is that                                                               
that  while  9.6  billion  barrels of  proved  reserves  is  what                                                               
justified the construction of TAPS  and 16 billion barrels of oil                                                               
has been  produced through  2009, the  proved reserves  are still                                                               
between 7  billion and  8 billion.  The proved  reserve estimates                                                               
have gone  down only  by 2  billion barrels;  this is  because of                                                               
field   growth,   additional   sources,   additional   technology                                                               
(directional drilling) and different opportunities.                                                                             
                                                                                                                                
MR. BRENA said  when Judge Gleason looked at  the proven reserves                                                               
she assumed that  no others would come on line  and no technology                                                               
would be developed. In many ways,  it is the floor; and if anyone                                                               
were  betting  money, they  wouldn't  bet  that the  world  would                                                               
remain stagnant  for the next 40  years when they have  seen what                                                               
has happened in the last 30.                                                                                                    
                                                                                                                                
4:01:19 PM                                                                                                                    
MR. BRENA said the last major  area he would chat about is access                                                               
to  reliable  information  and  said,  "I  cannot  tell  you  how                                                               
incredibly difficult it  is to get reliable  information in order                                                               
to litigate these  cases, and that is with the  full power of the                                                               
court,  with taking  depositions, with  doing everything  that we                                                               
can  do...with  regard  to  the  reserves,  with  regard  to  the                                                               
capacities of these facilities."                                                                                                
                                                                                                                                
He said  he is in  different cases where the  life of TAPS  is at                                                               
stake.   The  life   of  TAPS   is  important   in  setting   the                                                               
transportation rate  for TAPS,  because it  is used  to determine                                                               
the depreciation allowance  that goes into each  year's rates. On                                                               
July 10, he started a  hearing before the FERC (concurrently with                                                               
the RCA) with regard to what the  life of TAPS is for the purpose                                                               
of  setting just  and reasonable  rates. Another  whole cycle  of                                                               
discovery will become available in the  summer because of it.  He                                                               
said,  "I can't  imagine a  more intensively  litigated issue  in                                                               
Alaska in the last five years  than the one we're sitting here to                                                               
discuss today.  Just about every  expert that has an  opinion has                                                               
testified  or been  crossed. And  if somehow  they've missed  it,                                                               
then we're going to take another run at it this July."                                                                          
                                                                                                                                
Notwithstanding  that,  he   said  there  is  a   great  deal  of                                                               
information that Judge  Gleason relied on that is  not public and                                                               
that he couldn't share with them.  And the FERC and the RCA would                                                               
rely  on  information that  they  cannot  share either.  It  goes                                                               
specifically  to  producer  reserve  information  and  production                                                               
profiles,  the kinds  of  things  that are  tightly  held by  the                                                               
industry.                                                                                                                       
                                                                                                                                
MR. BRENA said he would  talk about access to information because                                                               
that  is the  bedrock for  sound  public policy.  In forming  tax                                                               
policy that  is going to  impact Alaska's future  for generations                                                               
to  come  they  should  "have  absolutely  reliable  information,                                                               
particularly when  the tax policy  is to benefit the  people that                                                               
are known to have the information.                                                                                              
                                                                                                                                
SENATOR  STEVENS remarked  that it  is difficult  to make  honest                                                               
decisions when  you don't have  all the information and  asked if                                                               
keeping  information is  unusual in  this industry  and if  other                                                               
states have access to this information.                                                                                         
                                                                                                                                
MR. BRENA replied  that everybody likes "to keep the  keys to the                                                               
realm closely  held" and he  didn't blame anyone for  doing that.                                                               
Within  the  context  of  litigation  he  signed  confidentiality                                                               
certificates, but  his perspective  is should the  information be                                                               
shared with policy makers who  have literally billions of dollars                                                               
of  tax policy  questions to  resolve before  them. In  his case,                                                               
less money  was at  stake, but  a mechanism  is available  to get                                                               
that information  so that the  record and the decisions  that are                                                               
made  are  not  inconsistent.  In  this  case,  you  have  public                                                               
information that  is highly unreliable, private  information that                                                               
is used  by industry for  its decision making (which  is probably                                                               
most reliable  because it's  the way  they run  their businesses)                                                               
and information  that is shared  with investors that is  based on                                                               
very  strict   parameters.  This  committee  would   making  more                                                               
important decisions than the Judge  did with less information and                                                               
if he were  on it, he would  very much want direct  access to the                                                               
reliable information and  have it reviewed by who  can distill it                                                               
down  so  that  legitimate  policy questions  can  be  asked  and                                                               
answered.                                                                                                                       
                                                                                                                                
SENATOR  STEVENS stated  that it's  hard to  make good  decisions                                                               
about Alaskans "without knowing who is telling you the truth."                                                                  
                                                                                                                                
MR. BRENA  said the  FERC and  the RCA  will be  making decisions                                                               
about what  parts of  the information  they are  going to  use on                                                               
life of  line issues that will  be public and non-public.  If the                                                               
committee feels  it should  be shared,  they should  express that                                                               
and it  would be supportive  of his considerable efforts  to make                                                               
this information public.                                                                                                        
                                                                                                                                
4:08:21 PM                                                                                                                    
MR. RICHARDS  said the Department  of Revenue has access  to some                                                               
information and  doesn't have access  to other  information. Some                                                               
of the  information it has access  to it doesn't share  with this                                                               
body or  the public  at large,  but at  the end  of the  day, the                                                               
legislature is the  policy maker that justifies  the reduction in                                                               
taxes.  So,  it   seems  incumbent  that  those   that  have  the                                                               
information that seek reductions in  taxes to bring it forward to                                                               
justify why it's appropriate to do so.                                                                                          
                                                                                                                                
4:08:56 PM                                                                                                                    
MR. BRENA  said as  a practical  matter, if  the people  with the                                                               
information don't advance  it, the way the courts  deal with that                                                               
under  the  Civil rules  and  legal  precedent  is it  permits  a                                                               
"negative inference"  to be  made. If  you have  information that                                                               
would support your case or that  is relevant to it that you don't                                                               
advance,  then the  assumption is  that you're  not advancing  it                                                               
because  it  doesn't  support  your  position.  If  you  have  an                                                               
information void  and who  you're litigating  with has  access to                                                               
the information  and they are  not advancing it, the  court takes                                                               
that into  consideration and if he  were a policy maker  he would                                                               
certainly take that into consideration.                                                                                         
                                                                                                                                
4:10:06 PM                                                                                                                    
MR. BRENA said  he had Mr. Eyre, an expert  in unitary appraisal,                                                               
identify  an   integrated  economic   unit  and   explained  that                                                               
sometimes  that  unit  involves  more than  just  what  is  being                                                               
assessed and the parts can't easily  be separated. So, one way to                                                               
approach valuation  using an  income approach is  to look  at the                                                               
income for the  whole unit and then try to  assign the value that                                                               
is  created to  its parts;  one way  to do  that can  be done  by                                                               
investment. That is  not an approach that  Judge Gleason adopted,                                                               
but she said it was helpful  in her case. The beginning point for                                                               
such a  unitary analysis had  remarkable consistency  between the                                                               
owners' position  and the municipality  position. Mr. Eyre  did a                                                               
cash flow  and net  present value  analysis of  ANS oil  based on                                                               
that so  he could determine  what the  value of the  Alaska North                                                               
Slope was. He determined that the  value of that income stream on                                                               
an  integrated  basis,  taking into  consideration  the  upstream                                                               
production  as  well  as   TAPS  (the  mid-stream  transportation                                                               
corridor), was between $40 billion and $50 billion.                                                                             
                                                                                                                                
The owners  advanced a gentleman  named Dr. Smith  who criticized                                                               
Mr. Eyre  and said  it should  be 10 percent  lower. But  for the                                                               
purposes of  this conversation it  doesn't really  matter whether                                                               
of  TAPS  is $35  to  $45  billion or  whether  it's  $40 to  $50                                                               
billion,  because they  trying  to frame  whether  it's "kind  of                                                               
reasonable." Dr. Smith thought the  entire Alaska North Slope was                                                               
worth  $36.4 billion  in  2007  and $46  billion  in 2009  (these                                                               
values  heavily  shift  based  on  the price  of  crude  oil  and                                                               
production). Mr.  Eyre's valuation went  from $40 to  $50 billion                                                               
and  Dr. Smith's  went  from $36  to $46  billion.  The way  they                                                               
allocated that system value to  TAPS was quite different, but the                                                               
way  they  determined  the  entire  integrated  value  was  quite                                                               
similar.                                                                                                                        
                                                                                                                                
One way to frame  this is to say in 2009  Dr. Smith estimated the                                                               
total  value  of the  assets  to  be  $46  billion and  Mr.  Eyre                                                               
estimated $50 billion, a $4  billion difference. TAPS is assessed                                                               
at about $10 billion and  the entire upstream assets are assessed                                                               
between  $9  and  $10  billion.  So, the  entire  tax  scheme  is                                                               
capturing only half,  about $20 billion, when  both experts agree                                                               
that  the integrated  operations are  worth between  $46 and  $50                                                               
billion. That's taking  $20 billion off the table.  You could say                                                               
that  the taxpayers  are  underpaying their  taxes  by half  even                                                               
today with the increased valuation of TAPS.                                                                                     
                                                                                                                                
SENATOR FRENCH asked  if these values represent the  value of the                                                               
crude oil flowing through the pipeline.                                                                                         
                                                                                                                                
MR. BRENA answered yes.                                                                                                         
                                                                                                                                
MR. RICHARDS  added without  taking gas  into account,  and after                                                               
taking  out  royalty  and  all  state  and  federal  taxes.  It's                                                               
effectively  the  discounted  cash  flow  value  to  the  working                                                               
interest owner after taxes are paid.                                                                                            
                                                                                                                                
4:17:40 PM                                                                                                                    
MR.  BRENA said  this number  represents taking  multiple billion                                                               
dollars a year in free cash  flow, assuming you get it every year                                                               
into the  future, in this  case 2060;  so it's a  discounted cash                                                               
flow value. It's the value of the annuity.                                                                                      
                                                                                                                                
SENATOR FRENCH  said it's  not just  one year's  production; it's                                                               
all of the future years of production brought back to this year.                                                                
                                                                                                                                
MR. BRENA said  this is the value  based on what is  known of the                                                               
income stream over  time discounted back or what is  known as the                                                               
income approach.                                                                                                                
                                                                                                                                
SENATOR STEDMAN  clarified that the  Revenue Source  Book doesn't                                                               
go  into the  net  cash  flow to  the  industry;  it's just  cash                                                               
expectations  of  income  for  the   state  both  restricted  and                                                               
unrestricted. The point that is being  made is that this value is                                                               
extremely sensitive to changes in the state's tax structure.                                                                    
                                                                                                                                
4:18:24 PM                                                                                                                    
SENATOR  WIELECHOWSKI said  this  is  essentially the  companies'                                                               
profit at a net  present value and asked if PPT  (put in place in                                                               
January 1,  2007) and ACES (put  in place in January  1, 2008/09)                                                               
was factored in somewhere.                                                                                                      
                                                                                                                                
MR. RICHARDS replied yes.                                                                                                       
                                                                                                                                
SENATOR  WIELECHOWSKI  asked  if  it  is  based  on  economically                                                               
recoverable oil.                                                                                                                
                                                                                                                                
MR. RICHARDS  replied they  are based on  the proven  reserves as                                                               
defined by the court,  which is not too far off  from how the SEC                                                               
might use that phrase in the internal company reserves report.                                                                  
                                                                                                                                
MR. BRENA remarked it is a very narrow definition.                                                                              
                                                                                                                                
SENATOR WIELECHOWSKI  asked if it is  safe to assume that  as the                                                               
price of oil fluctuates the projections for decades fluctuate.                                                                  
                                                                                                                                
MR. BRENA replied yes.                                                                                                          
                                                                                                                                
SENATOR WIELECHOWSKI asked if he knew  the price of oil they were                                                               
predicting when they did these numbers.                                                                                         
                                                                                                                                
MR. RICHARDS  replied this  is the EIA's  price forecast  that is                                                               
adopted for each  year; it is a variable but  escalating for each                                                               
of those years  and assumes a 1 percent real  growth in oil price                                                               
after the end of its 20-year forecast.                                                                                          
                                                                                                                                
4:20:05 PM                                                                                                                    
MR. BRENA said when they get into  the life of TAPS and the price                                                               
of ANS crude portion they will  have each of the EIA forecasts in                                                               
charts and source  materials on all of  the projections including                                                               
the one that came out last week.                                                                                                
                                                                                                                                
He said the take-away point from  this is the question of whether                                                               
a $10  billion value is reasonable  for TAPS given that  it is an                                                               
essential part  of an  integrated operation  that is  producing a                                                               
$40 to $50  billion value and given that all  the upstream assets                                                               
are assessed by the state in the $9 to $10 billion range.                                                                       
                                                                                                                                
MR. RICHARDS said that part  of the explanation of that shortfall                                                               
is that in  the 1970s the state had a  minerals reserves tax that                                                               
was deleted in the 1980s. So,  unlike in Anchorage where a person                                                               
pays tax  on the value  of the improvements  on his land,  on the                                                               
North Slope  they don't  pay a  tax on the  value of  the mineral                                                               
estate. So,  the value  of the  leases isn't  captured in  the ad                                                               
valorem setting. That is one of  the reasons put forward for this                                                               
big gap between  the values of what is being  taxed and the total                                                               
value of the unit.                                                                                                              
                                                                                                                                
4:22:22 PM                                                                                                                    
MR. BRENA  said he shared  that analysis in  order to, at  a very                                                               
broad level,  say that  a $10  billion value seems  to be  a more                                                               
rational value than  a $1 billion value. Another way  he tends to                                                               
think about  it is that the  court accepted a very  detailed cost                                                               
estimate  of $20  billion to  replace the  functionality of  TAPS                                                               
today.  The  question  is  would   it  be  replaced  if  it  just                                                               
disappeared  today  with  7  to   8  billion  barrels  of  proven                                                               
reserves?  Times that  number  by  $100 bbl  and  there are  $700                                                               
billion  of proven  reserves on  the  Alaska North  Slope and  he                                                               
didn't think that  would be stranded "over a  $20 billion check."                                                               
He  said solutions  for low  flow  issues have  to be  considered                                                               
within the  context of the value  of the oil behind  the pipe and                                                               
that: "There  is $700 billion  of proven reserves sitting  in the                                                               
North Slope. Is  it going to find  a market? Yes. Is  it going to                                                               
be stopped  from finding a  market over  a $20 billion  cost? No.                                                               
And it's not economically rational to say otherwise."                                                                           
                                                                                                                                
4:26:13 PM                                                                                                                    
Another way to  frame the value is that owners  say it would cost                                                               
$20  billion to  replace  the pipeline,  but  would they  replace                                                               
something that  is only worth  $1 billion? He thought  they would                                                               
spend $100  billion. In  another context,  owners changed  out 16                                                               
miles of transit lines (from 16  inches to 28 inches) as a result                                                               
of  corrosion problems  at a  cost of  greater than  $600 million                                                               
(with infrastructure  and camps in  place) with no  tariff. TAPS,                                                               
by comparison,  with its 800 miles  of 48 inch pipe  is worth way                                                               
more  than $1  billion.  He  said it's  pretty  clear that  Judge                                                               
Gleason's decision is conservative with  regard to value and that                                                               
the TAPS owners have been underpaying their taxes for decades.                                                                  
                                                                                                                                
MR. BRENA  stated that  he didn't  come here  to argue  about the                                                               
value of TAPS, but he wanted to  give them some idea of his frame                                                               
of  reference.  Finding no  questions  he  went into  the  market                                                               
structure overview.                                                                                                             
                                                                                                                                
4:28:41 PM                                                                                                                    
Market Structure Overview                                                                                                       
-Integrated operations with market power                                                                                        
-stages of development                                                                                                          
-barriers to competitive entry                                                                                                  
                                                                                                                                
4:29:44 PM                                                                                                                    
MR.  BRENA  stated  understanding  that the  North  Slope  is  an                                                               
integrated  operation  and  what  that  means  in  terms  of  the                                                               
economics is  important in determining  its value. The  Big Three                                                               
own 95  percent of TAPS and  96 percent of all  production on the                                                               
North Slope  and will  continue so  into the  foreseeable future.                                                               
What  that market  power actually  means is  as important  as the                                                               
stages of development and barriers to competitive entry are.                                                                    
                                                                                                                                
He said the questions is why  TAPS has been in operation for over                                                               
35 years and independent production  from the North Slope is less                                                               
than 30,000  barrels a  day and  why independent  production from                                                               
this particular  basin is virtually  non-existent when  it's what                                                               
is driving  the Gulf  of Mexico  and North  Dakota. TAPS  has one                                                               
independent  shipper;  all  the  other  shippers  ship  on  their                                                               
affiliated producers. So, BP, the  producer, transfers its oil to                                                               
BP, the shipper,  who ships its oil on BP,  the pipeline company,                                                               
that goes  to Valdez  and puts  its oil on  BP, the  tanker, that                                                               
then is delivered  to the market and the refinery  that uses that                                                               
oil. That is  as integrated an operation as you  can get and each                                                               
of  the  Big  Three  has   that  same  structure.  Judge  Gleason                                                               
recognized that dominance.                                                                                                      
                                                                                                                                
MR. BRENA noted  two reports by Dr. Ciccetti and  Mr. Sullivan, a                                                               
retired FERC  litigator who is  now a private consultant,  on the                                                               
dominance of  Alaska's three  major companies  and how  the North                                                               
Slope has had very little  independent activity after 35 years of                                                               
operation.                                                                                                                      
                                                                                                                                
4:32:26 PM                                                                                                                    
SENATOR WIELECHOWSKI  asked if he  could identify  impediments to                                                               
independent oil companies coming into the Alaska market.                                                                        
                                                                                                                                
MR. BRENA  replied to some degree  yes and to some  degree no. If                                                               
an independent decided to bid on a  lease and drill a hole on the                                                               
North Slope they would need  access to field facilities and there                                                               
have  been  situations  where  independents  have  had  to  build                                                               
pipelines  right next  to a  pipeline that  is operating  at half                                                               
capacity or  less. That is a  barrier to entry. He  likened it to                                                               
the telecom  solution that required dominant  market participants                                                               
to share  facilities. This  was also  partially addressed  in the                                                               
ARCO  merger when  certain companies  had an  obligation to  make                                                               
field facilities  available under  reasonably economic  terms and                                                               
conditions.                                                                                                                     
                                                                                                                                
He said  that potential  pinch points to  drilling are  access to                                                               
field   facilities  and   common  carrier   transportation.  Some                                                               
specific terms and  conditions in the conditions of  TAPS work to                                                               
the  disadvantage of  independents. For  example, it  has storage                                                               
penalty  provisions. If  a small  company takes  its oil  down to                                                               
Valdez  it takes  a  while to  build up  a  tanker-full, and  yet                                                               
penalties are imposed depending on  the utilization of the Valdez                                                               
Marine Terminal if the oil stays  there too long. Well, if you're                                                               
shipping 1,000 barrels  a day because you're just  coming on line                                                               
and  a tanker  is 400,000  barrels, it  will take  a few  days to                                                               
build up enough  oil to bring in  a tanker. In order  to do that,                                                               
you have to pay storage  penalties if the facility utilization is                                                               
above a certain point.                                                                                                          
                                                                                                                                
4:36:33 PM                                                                                                                    
Another example  can be found  in the "new shipper  provision" in                                                               
Unocal's tariff where an independent  is limited to 10 percent if                                                               
the system is maxed out to  capacity. Even then the owner company                                                               
could  nominate  5  percent.  So,  it  would  take  10  years  of                                                               
nominations  to  be  in  the  same position  as  the  person  who                                                               
controls the tariff and controls the pipeline.                                                                                  
                                                                                                                                
MR.  BRENA  said  another  huge barrier  to  entry  is  excessive                                                               
profits on transportation.  For every dollar added  to the tariff                                                               
a dollar per barrel is  subtracted from the profitability of your                                                               
field. If a group is trying  to drill a 100-million barrel field,                                                               
$1 of  additional tariff reduces  the economics of that  field by                                                               
$100 million. As  examples he recalled when the price  of oil was                                                               
a  little lower  and the  TAPS tariff  was a  little higher  that                                                               
Milne  Point was  given  up  and the  long  history of  excessive                                                               
charges  in  terms  of transportation  corridors  and  access  to                                                               
facilities. In the recent RCA case,  Tesoro cut the rates in half                                                               
lowering the  profitability on TAPS  by $2 barrel, which  in turn                                                               
increased the value of every barrel  of oil on the North Slope by                                                               
$2 barrel. That had a huge impact in terms of barrier to entry.                                                                 
                                                                                                                                
4:39:47 PM                                                                                                                    
He said  Judge Gleason noted  the RCA  held that in  1997 dollars                                                               
that TAPS had  overcharged cost based rates by  $13.3 billion and                                                               
surmised  if the  transportation costs  off the  North Slope  had                                                               
been $13.3 billion  less, would there have been  more activity on                                                               
the Alaska North  Slope? Of course, there would have  been a huge                                                               
impact.  Mr.  Brena  said  after  spending  30  years  litigating                                                               
transportation  rates  and tariff  provisions  he  had a  lot  of                                                               
examples. Further he stated:                                                                                                    
                                                                                                                                
     The market  dominance that  happens by  three companies                                                                    
     isn't happening by accident;  it's happening by design;                                                                    
     it's  the   best  way  for   them  to   optimize  their                                                                    
     shareholder  value. I  don't fault  them for  doing it,                                                                    
     but  it's  not the  best  for  the development  of  the                                                                    
     resource  and   it's  not  the  best   for  independent                                                                    
     participation and an open  and competitive market place                                                                    
     in the Alaska North Slope.                                                                                                 
                                                                                                                                
4:41:05 PM                                                                                                                    
As another example of barriers  to entry, he said if independents                                                               
are going  to ship 1 percent  on TAPS, they have  to "line fill."                                                               
This  means  they are  obliged  to  fill  their  1 percent  as  a                                                               
shipper. TAPS, a  48 inch pipeline that is 800  miles long, holds                                                               
90  million  barrels of  oil  or  so.  The line  fill  obligation                                                               
requires maintaining  working capital  equal to  their percentage                                                               
of shipment in TAPS. Tesoro  Refinery, as an example, has 500,000                                                               
barrels of  line fill  at $100  a barrel.  That's $50  million of                                                               
working capital  tied up just  for the privilege  of transporting                                                               
oil through TAPS.                                                                                                               
                                                                                                                                
These  are  realistic barriers  to  entry,  Mr. Brena  said,  and                                                               
obviously faster permitting  and those kinds of  things also have                                                               
an effect, but  the real things that move  the economic barometer                                                               
are what he  is trying to focus  on.  As a  practical matter what                                                               
an independent producers  does is just sell it to  one of the Big                                                               
Three  for a  price that  reflects the  discount associated  with                                                               
that market dominance.  All of which are  significant barriers to                                                               
entry.                                                                                                                          
                                                                                                                                
CO-CHAIR WAGONER said he didn't  see charging for warehousing oil                                                               
as a negative and asked how  that differs from a wheat farmer who                                                               
doesn't belong to  the local grain growers, but  rents space from                                                               
one to store his wheat until he  sells it. It's a charge that the                                                               
companies take into account as  part of their business plan prior                                                               
to  going into  the development  of  oil resources  on the  North                                                               
Slope.                                                                                                                          
                                                                                                                                
MR. BRENA  said that is  a fair comment,  but it's also  a system                                                               
for a  company that is  big enough  to never incur  that penalty,                                                               
but if you're small enough so  the oil needs to be accumulated in                                                               
order to get  a tanker-full, it is a charge  they will be exposed                                                               
to.  So,  if  you're  looking  at barriers  to  entry  for  small                                                               
companies that  is a penalty  that a  major oil company  does not                                                               
have because their  volume is such that they don't  have to store                                                               
it in  order to get access  to the market. In  a grain situation,                                                               
it can  be sold whenever and  in whatever size truck  or rail car                                                               
is available.  If the wheat farmer  had to rent an  entire train,                                                               
then TAPS would be more comparable to a grain situation.                                                                        
                                                                                                                                
4:45:55 PM                                                                                                                    
SENATOR STEVENS asked what "pinch point" means.                                                                                 
                                                                                                                                
MR. BRENA  replied that  he is  using the  term casually  and not                                                               
technically. He means  what the challenges are if  people in this                                                               
room  want to  produce Alaska  North Slope  crude oil  - in  what                                                               
arenas and  what types.  You have  to analyze  permitting, timing                                                               
and  access to  field  facilities, whether  those facilities  are                                                               
open or  closed to your use  and under what terms  and conditions                                                               
they are  and whether you  have to duplicate facilities  that are                                                               
underutilized in order to get into the market.                                                                                  
                                                                                                                                
The  next area  of analysis  he talked  about were  the midstream                                                               
assets, the  transportation and common  carrier pipeline,  to get                                                               
the oil  from the  North Slope  to the  market. The  analysis has                                                               
three major focuses: tankers, common  carrier pipelines and field                                                               
facilities. He calls those pinch  points because he believes that                                                               
market dominance shows  up as a competitive advantage  in each of                                                               
those  arenas  and  therefore,  they need  to  be  discussed  and                                                               
thought about separately.                                                                                                       
                                                                                                                                
4:47:29 PM                                                                                                                    
MR.  RICHARDS said  another  example of  where  state tax  policy                                                               
creates  a barrier  to  entry  is that  severance  taxes allow  a                                                               
deduction based  on the  cost of  transportation, and  since TAPS                                                               
was built this deduction has  created a governmental incentive to                                                               
get the tariff  as high as possible. If you're  paying the tariff                                                               
to  your  affiliated shipper,  you  don't  really care  what  the                                                               
tariff is  because it goes  out of  one pocket and  into another.                                                               
So, the  integrated shippers' incentive  is to get the  tariff as                                                               
high as possible,  which has a negative side effect  of hurting a                                                               
third-party  guy, because  they will  have to  pay that  when the                                                               
cost of transportation might be significantly lower.                                                                            
                                                                                                                                
MR. BRENA expanded  that an integrated owner wants  a high tariff                                                               
strategy, because it optimizes tax  deductions from the state. He                                                               
said a  1977 BP Tariff Memo  in the Source Materials  has a frank                                                               
internal discussion explaining that  they want the highest tariff                                                               
rate possible, not  because it has anything to  do with operating                                                               
the  pipeline,  but  because  it   is  integrated  economics.  An                                                               
independent is paying  that high tariff not from  his left pocket                                                               
to  his right  pocket,  but to  another company  as  a real  cost                                                               
creating a  significant competitive advantage for  the owner that                                                               
has production and  transportation alignment. So, if  there is an                                                               
extra dollar  of profit, it  costs the independent a  dollar more                                                               
to  get  their  oil  to  market  than  it  costs  the  integrated                                                               
producer.                                                                                                                       
                                                                                                                                
Depreciation  also advantages  the owners,  because when  someone                                                               
builds a pipeline  it's a sunk cost; it's money  that has already                                                               
been spent and  it's just a matter of whether  they get to deduct                                                               
it or  not. For the independent  it's not a sunk  cost; they have                                                               
to share  in the  cost of  actually building  the facility  as it                                                               
goes along. Then  there are the operating costs.  One would think                                                               
nobody  would go  out and  spend a  dollar, but  if they  spend a                                                               
dollar  and it  increases their  operating costs,  25 percent  of                                                               
which are  subsidized by the state  in ACES, there would  be less                                                               
resistance to the idea.                                                                                                         
                                                                                                                                
4:53:50 PM                                                                                                                    
MR. BRENA said  [BP] recently spent $700 million  for the purpose                                                               
of  strategic reconfiguration  of  TAPS and  they  are trying  to                                                               
include that  amount in their rates;  they're self-nominating and                                                               
that gets included in their rates  they will be able to deduct it                                                               
for a  total of  $1 to  1.2 billion in  deductions. The  state is                                                               
aggressively opposing them,  but the fact is  that the integrated                                                               
players  aren't   very  efficient  when  it   comes  to  building                                                               
pipelines and  when it comes  to major reconfiguration  it's just                                                               
as  bad. Building  TAPS  was originally  estimated  to cost  $800                                                               
million   and  the   final  cost   was   $8  billion;   strategic                                                               
configuration was  originally estimated to cost  $224 million and                                                               
is now running over $700 million and it's not done yet.                                                                         
                                                                                                                                
4:55:13 PM                                                                                                                    
SENATOR STEDMAN  asked how  long the  1977 memo  has been  in the                                                               
public realm.                                                                                                                   
                                                                                                                                
MR.  BRENA  replied  that  he  put  it  in  docket  number  P97.4                                                               
established in  1997 and it  has been  in the public  realm since                                                               
the early 2000s.                                                                                                                
                                                                                                                                
SENATOR STEDMAN  recalled how the legislative  members had talked                                                               
loosely about  the impacts of tariff  many times and this  is the                                                               
first time he has seen it.                                                                                                      
                                                                                                                                
MR. RICHARDS  remarked that the  preamble to the  TAPS Settlement                                                               
Agreement (TSA) says the same thing.                                                                                            
                                                                                                                                
MR. BRENA  stated that he worked  an awful long time  to get cost                                                               
based regulation in  Alaska, which is what  the statutes provided                                                               
should be the  case from the beginning. It took  tens of millions                                                               
of dollars of resources.                                                                                                        
                                                                                                                                
4:57:32 PM                                                                                                                    
SENATOR  FRENCH said  the  1977  memo is  shocking  -  as bald  a                                                               
statement as  you can possibly get  to game the tariff  system to                                                               
take advantage of  the State of Alaska. He commended  him for his                                                               
work.                                                                                                                           
                                                                                                                                
4:59:07 PM                                                                                                                    
MR.  BRENA  responded  that  he doesn't  blame  any  company  for                                                               
optimizing its shareholder  value. If he were  running a business                                                               
and  had an  opportunity to  obtain market  dominance and  obtain                                                               
advantages over  a competitor  through integrated  operations, he                                                               
would do  that. However, the  legislature has its role,  which is                                                               
for the public  good and the regulator has  its role. Recognizing                                                               
this is  important for  everybody and it  should balance  out. In                                                               
the case of TAPS it didn't for 30 years.                                                                                        
                                                                                                                                
CO-CHAIR  PASKVAN  asked him  to  reflect  on comparing  Alaska's                                                               
market structure to North Dakota's.                                                                                             
                                                                                                                                
MR.  BRENA responded  that Mr.  Sullivan's  testimony (slide  21)                                                               
talks about  180 shippers  in the  Enbridge system  and marketers                                                               
that  buy  and sell  at  different  points  from the  fields.  He                                                               
compares that  with Alaska that  has one independent  shipper, no                                                               
resellers and  no marketers at all  - and Alaska has  been around                                                               
longer. After 35 years of operation  you would expect a more open                                                               
and competitive marketplace  on the Alaska North  Slope than what                                                               
is there. The  other basins have opened up faster  and a lot more                                                               
thoroughly.                                                                                                                     
                                                                                                                                
Were he  a policy maker  he would want to  know what needs  to be                                                               
done  to attract  independents to  the  North Slope.  One of  the                                                               
dilemmas is they  are being asked to pass specific  tax policy in                                                               
a closed market.  "You sure don't want to be  giving away Alaskan                                                               
tax  dollars in  order to  solve a  problem that  an open  market                                                               
place could solve." He said it  doesn't make a whole lot of sense                                                               
to try to talk someone into  doing something that he doesn't want                                                               
to do it.                                                                                                                       
                                                                                                                                
He didn't think  they needed to go  as far as the  Gulf of Mexico                                                               
and North Dakota but just look  at Cook Inlet. It was essentially                                                               
closed for a lot of years by a few major producers of gas.                                                                      
                                                                                                                                
5:05:21 PM                                                                                                                    
MR. BRENA said he represented Agrium  in trying to keep the plant                                                               
open. The first thing he did  was open up the infrastructure. The                                                               
SIGS system was private, so any  independent on the other side of                                                               
the Inlet that  had gas, Agrium couldn't buy it  because they had                                                               
no way  to get it to  market. They had to  sell it to one  of the                                                               
people  that  had control  of  the  pipelines coming  across  the                                                               
Inlet,  in this  case  it  was SIGS.  They  got  SIGS subject  to                                                               
regulation by  the RCA so that  Agrium could make deals  with the                                                               
independents.  The next  step was  Enstar, but  it had  gone into                                                               
some long-term contracts. So, they  sold gas to the export market                                                               
through the LNG facility.                                                                                                       
                                                                                                                                
Today the pipelines  are open so independents can make  it to the                                                               
market  and  Enstar,  after  years   of  urging,  is  now  having                                                               
competitive bids for excess amounts  (spot market). So if someone                                                               
found some  gas, there is a  place to put it.  With a combination                                                               
of those  things and  a more aggressive  tax policy  to encourage                                                               
development,   Cook  Inlet   is  having   tremendous  independent                                                               
activity. The major  are not the leaders. It has  to do with what                                                               
stage the basin  is in of its development.   The major fields are                                                               
done; so they have to get  control of the infrastructure in a way                                                               
that makes it accessible to the  independents that come in as the                                                               
next  wave of  potential  producers that  are  interested in  the                                                               
incentive  and have  a different  cost  structure -  and want  to                                                               
develop the  resource. He said  that BP announced years  ago that                                                               
it was  not doing any  more exploration  in Alaska and  it closed                                                               
down its exploration  office; it's now using its  interest in the                                                               
Alaskan  fields to  fund exploration  and  developments in  other                                                               
parts of the world.                                                                                                             
                                                                                                                                
5:08:33 PM                                                                                                                    
MR.  BRENA said  Cook Inlet  is a  good example  of where  majors                                                               
aren't interested.  Large predators  need large prey.  Their cost                                                               
structure  demands  that  they  go  after  billion-barrel  fields                                                               
wherever  they are  in  the  world. That  is  their  role in  the                                                               
marketplace. Now  in Prudhoe  with regard to  oil and  Cook Inlet                                                               
with regard to  gas it's the independents' turn at  bat. All they                                                               
need  to do  is have  an open  market situation  so they  can get                                                               
access to  field facilities and reasonable  transportation rates.                                                               
That would  go a long  way to opening  up the Alaska  North Slope                                                               
Basin in the  same way the Cook  Inlet has been opened  up and is                                                               
now effectively working.                                                                                                        
                                                                                                                                
MR. RICHARDS  added that  Exxon hasn't drilled  a well  in Alaska                                                               
except Pt.  Thomson, which the  state made them drill,  since the                                                               
early 1980s and  asked if any amount of tax  policy going to make                                                               
Exxon decide to explore up here.                                                                                                
                                                                                                                                
5:10:21 PM                                                                                                                    
CO-CHAIR PASKVAN said  that was an interesting  point; he thanked                                                               
them for  their presentation  and adjourned  the meeting  at 5:10                                                               
p.m.                                                                                                                            
                                                                                                                                

Document Name Date/Time Subjects
BRENA_2012-02-06 FINAL.pdf SRES 2/6/2012 3:30:00 PM
BACKGROUND_1977 BP High Tariff Memo.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Cicchetti Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_BP Royalty Trust.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Gleason Decision.2007-2009.pdf SRES 2/6/2012 3:30:00 PM
BACKGROUND_Carpenter Study.Redacted.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Haines Testimony.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Hisey Powerpoint.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Hisey Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Hite Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_JTG Report.Redacted.PUBLIC.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Larkspur Report.Redacted.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Modisette Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Platt Rebuttal Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Platt Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Platt.Unpredicable Wells.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Sullivan Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Van Dyke Report Excerpts.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation
BACKGROUND_Van Dyke Report.pdf SRES 2/6/2012 3:30:00 PM
Brena Presentation