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EXHIBIT 99
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
MAPCO Inc.:
We have audited the consolidated statements of income, changes in stockholders'
equity, and cash flows of MAPCO Inc. and subsidiaries for the year ended
December 31, 1997 (none of which are presented herein). Our audit also included
the financial statement schedules listed at Item 14(a)2 in the MAPCO Inc. 1997
Annual Report on Form 10-K (not presented herein). These financial statements
and financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations of MAPCO Inc. and
subsidiaries and their cash flows for the year ended December 31, 1997, in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
As discussed in Note 16 to the MAPCO Inc. consolidated financial statements,
MAPCO Inc. is a defendant in litigation relating to an LPG explosion in April
1992, that occurred near an underground salt dome storage facility located near
Brenham, Texas.
Effective October 1, 1997, MAPCO Inc. changed its method of accounting for
business process reengineering activities to conform to the consensus reached by
the Emerging Issues Task Force in Issue No. 97-13.
Deloitte & Touche LLP
Tulsa, Oklahoma
January 27, 1998
(March 3, 1998, as to Notes 2 and 16
to the MAPCO Inc. consolidated financial statements)
