FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1996 ( )Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-9743 ENRON OIL & GAS COMPANY (Exact name of registrant as specified in its charter) Delaware 47-0684736 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1400 Smith Street, P.O. Box 4362 Houston, Texas 77210-4362 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 853-6161 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of July 31, 1996. Common Stock, $.01 Par Value 159,849,840 shares Class Number of Shares ENRON OIL & GAS COMPANY TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Statements of Income - Three Months Ended June 30, 1996 and 1995 and Six Months Ended June 30, 1996 and 1995 3 Consolidated Balance Sheets - June 30, 1996 and December 31, 1995 4 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1996 and 1995 5 Notes to Consolidated Financial Statements 6 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K 15 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ENRON OIL & GAS COMPANY CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Amounts) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 NET OPERATING REVENUES Natural Gas Associated Companies $ 54,507 $ 52,473 $ 82,639 $122,070 Trade 89,556 48,458 180,051 95,060 Crude Oil, Condensate and Natural Gas Liquids Associated Companies 8,627 14,415 21,253 30,011 Trade 25,459 13,970 49,683 28,056 Gains on Sales of Reserves and Related Assets 17,661 53,673 19,521 59,278 Other 1,303 985 2,992 4,861 Total 197,113 183,974 356,139 339,336 OPERATING EXPENSES Lease and Well 19,974 16,907 38,730 33,609 Exploration 11,489 10,677 23,407 21,954 Dry Hole 2,579 5,136 5,090 6,905 Impairment of Unproved Oil and Gas Properties 4,980 7,037 9,843 14,116 Depreciation, Depletion and Amortization 58,965 48,585 122,286 101,703 General and Administrative 14,298 14,410 28,487 27,183 Taxes Other Than Income 11,185 7,848 22,656 17,663 Total 123,470 110,600 250,499 223,133 OPERATING INCOME 73,643 73,374 105,640 116,203 OTHER EXPENSE, NET (8) 481 (523) (110) INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES 73,635 73,855 105,117 116,093 INTEREST EXPENSE Incurred Affiliate 554 99 1,140 488 Other 4,123 4,107 9,054 8,168 Capitalized (1,374) (1,682) (2,747) (3,394) Net Interest Expense 3,303 2,524 7,447 5,262 INCOME BEFORE INCOME TAXES 70,332 71,331 97,670 110,831 INCOME TAX PROVISION 22,750 23,193 24,165 33,068 NET INCOME $ 47,582 $ 48,138 $ 73,505 $ 77,763 EARNINGS PER SHARE OF COMMON STOCK $ .30 $ .30 $ .46 $ .49 AVERAGE NUMBER OF COMMON SHARES 159,910 159,965 159,922 159,968 The accompanying notes are an integral part of these consolidated financial statements. PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Continued) ENRON OIL & GAS COMPANY CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, December 31, 1996 1995 (Unaudited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 38,062 $ 23,039 Accounts Receivable Associated Companies 65,172 60,777 Trade 128,412 107,737 Inventories 15,760 11,697 Other 20,158 14,582 Total 267,564 217,832 OIL AND GAS PROPERTIES (Successful Efforts Method) 3,429,437 3,380,924 Less: Accumulated Depreciation, Depletion and Amortization (1,547,671) (1,499,379) Net Oil and Gas Properties 1,881,766 1,881,545 OTHER ASSETS 40,738 47,881 TOTAL ASSETS $2,190,068 $2,147,258 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable Associated Companies $ 13,657 $ 12,902 Trade 135,535 120,756 Accrued Taxes Payable 16,058 19,595 Dividends Payable 4,806 4,795 Other 11,095 11,249 Total 181,151 169,297 LONG-TERM DEBT Affiliate 28,000 141,520 Other 260,563 147,559 OTHER LIABILITIES 14,533 11,629 DEFERRED INCOME TAXES 312,001 308,141 DEFERRED REVENUE 179,594 205,453 SHAREHOLDERS' EQUITY Common Stock, $.01 Par, 320,000,000 Shares Authorized and 160,000,000 Shares Issued 201,600 201,600 Additional Paid In Capital 391,777 399,379 Unearned Compensation (6,628) - Cumulative Foreign Currency Translation Adjustment (10,712) (10,747) Retained Earnings 640,649 576,740 Common Stock Held in Treasury, 90,160 shares at June 30, 1996 and 150,045 shares at December 31, 1995 (2,460) (3,313) Total Shareholders' Equity 1,214,226 1,163,659 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,190,068 $2,147,258 The accompanying notes are an integral part of these consolidated financial statements. PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Continued) ENRON OIL & GAS COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Six Months Ended June 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Reconciliation of Net Income to Net Operating Cash Inflows: Net Income $ 73,505 $ 77,763 Items Not Requiring (Providing) Cash Depreciation, Depletion and Amortization 122,286 101,703 Impairment of Unproved Oil and Gas Properties 9,843 14,116 Deferred Income Taxes 4,814 25,832 Other, Net 761 2,156 Exploration Expenses 23,407 21,954 Dry Hole Expenses 5,090 6,905 Gains on Sales of Reserves and Related Assets (19,521) (59,278) Other, Net (2,693) (142) Changes in Components of Working Capital and Other Liabilities Accounts Receivable (16,165) 2,675 Inventories (4,063) 315 Accounts Payable 15,534 (30,079) Accrued Taxes Payable (3,537) 2,356 Other Liabilities 3,809 759 Other, Net (3,016) (2,139) Amortization of Deferred Revenue (21,613) (21,494) Changes in Components of Working Capital Associated with Investing Activities (4,093) 4,665 NET OPERATING CASH INFLOWS 184,348 148,067 INVESTING CASH FLOWS Additions to Oil and Gas Properties (177,425) (206,039) Exploration Expenses (23,407) (21,954) Dry Hole Expenses (5,090) (6,905) Proceeds from Sales of Reserves and Related Assets (Note 5) 60,688 97,749 Changes in Components of Working Capital Associated with Investing Activities 4,093 661 Other, Net (5,245) (2,781) NET INVESTING CASH OUTFLOWS (146,386) (139,269) FINANCING CASH FLOWS Long-Term Debt Affiliate (113,520) (25,000) Other 114,000 49,300 Dividends Paid (9,585) (9,599) Treasury Stock Purchased (24,486) (6,765) Proceeds from Sales of Treasury Stock 10,652 3,213 Changes in Components of Working Capital Associated with Financing Activities - (5,326) NET FINANCING CASH INFLOWS(OUTFLOWS) (22,939) 5,823 INCREASE IN CASH AND CASH EQUIVALENTS 15,023 14,621 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,039 5,810 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 38,062 $ 20,431 The accompanying notes are an integral part of these consolidated financial statements. PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Continued) ENRON OIL & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated financial statements of Enron Oil & Gas Company and subsidiaries (the "Company") included herein have been prepared by management without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial results for the interim periods. Certain information and notes normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to prior period financial statements to conform with the current presentation. 2. Cash and Cash Equivalents at June 30, 1996 includes $24.1 million of funds deposited with Enron Corp. and an affiliated company under revolving credit agreements. No such funds funds were deposited under these agreements at December 31, 1995. 3. Income tax provision for the three-month and six-month periods ended June 30, 1996 and 1995 includes tax benefits of $4.9 million, $7.7 million, $6.2 million and $12.8 million, respectively, related to tight gas sand federal income tax credit utilization. Income tax provision for the six-month period ended June 30, 1996 also includes an $8.5 million tax benefit primarily associated with a reassessment of deferred tax requirements and the successful resolution on audit of Canadian income taxes for certain prior years. 4. Natural Gas and Crude Oil, Condensate and Natural Gas Liquids Net Operating Revenues Natural Gas Net Operating Revenues are comprised of the following (in millions): Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Wellhead Natural Gas Revenues Associated Companies (1)(2) $ 49.1 $ 39.3 $106.0 $83.8 Trade 73.0 38.3 141.6 73.5 Total $122.1 $ 77.6 $247.6 $157.3 Other Natural Gas Marketing Activities Gross Revenues from: Associated Companies $ 17.2 $ 16.3 $ 36.1 $ 43.7 Trade (3) 33.1 23.8 72.6 51.3 Total 50.3 40.1 $108.7 95.0 Associated Cost from: Associated Companies (1)(4) 25.6 19.2 58.6 47.1 Trade 16.6 13.8 34.2 30.2 Total 42.2 33.0 92.8 77.3 Net 8.1 7.1 15.9 17.7 Commodity Price Swap Gain(Loss) Trading (5) - - (1.2) 11.3 Non-Trading (6) 13.8 16.2 .4 30.8 Total 13.8 16.2 (.8) 42.1 Total $ 21.9 $ 23.3 $ 15.1 $ 59.8 PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Continued) ENRON OIL & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Crude Oil, Condensate and Natural Gas Liquids Net Operating Revenues are comprised of the following (in millions): Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Wellhead Crude Oil, Condensate and Natural Gas Liquid Revenues Associated Companies $ 11.5 $ 15.0 $ 25.1 $ 30.2 Trade 25.5 14.0 49.7 28.1 Total $ 37.0 $ 29.0 $ 74.8 $ 58.3 Other Crude Oil and Condensate Marketing Activities Commodity Price Hedging Loss(6) $ (2.9) $ (.6) $ (3.9) $ (.2) (1) Wellhead Natural Gas Revenues include $24.7 million, $19.0 million, $57.5 million and $38.0 million for the three-month and six-month periods ended June 30, 1996 and 1995, respectively, associated with deliveries by Enron Oil & Gas Company to Enron Oil & Gas Marketing, Inc., a wholly-owned subsidiary, reflected as a cost in Other Natural Gas Marketing Activities - Associated Costs. (2) Includes $3.4 million, $3.5 million, $7.3 million and $7.2 million for the three-month and six-month periods ended June 30, 1996 and 1995, respectively, associated with the equivalent wellhead value of volumes delivered under the terms of a volumetric production payment agreement effective October 1, 1992, as amended, net of transportation. (3) Includes $10.8 million, $10.8 million, $21.6 million and $21.5 million for the three-month and six-month periods ended June 30, 1996 and 1995 associated with the amortization of deferred revenues under the terms of a volumetric production payment and exchange agreements effective October 1, 1992, as amended. (4) Includes $7.8 million, $6.8 million, $16.1 million and $13.5 million for the three-month and six-month periods ended June 30, 1996 and 1995, respectively, for volumes delivered under the terms of a volumetric production payment and exchange agreements effective October 1, 1992, as amended, including equivalent wellhead value, any applicable transportation costs and location differentials. (5) The six-month period ended June 30, 1996 includes a $1.2 million loss associated with certain call option transactions. The comparable period in 1995 includes an $11.3 million gain associated with certain NYMEX-related commodity market transactions designated for trading purposes. In the first half of 1996, the Company restructured an option covering notional volumes of 73 trillion British thermal units ("TBtu") for each of the years 1997 and 1998 into four options each exercisable, in total, at one time by the counterparty before December 31, 1996, 1997, 1998 and 1999, respectively, to purchase natural gas at an average fixed price of $1.98, $1.98, $1.93 and $1.93 per million British thermal units ("Btu") for the years 1997, 1998, 1999 and 2000, respectively. The options each cover notional volumes of 37 TBtu for each of the years. During 1996, the Company entered into contracts to purchase 37 TBtu and 18 TBtu of natural gas at an average fixed price of $2.01 and $2.05 per British thermal unit for 1997 and 1998, respectively. (6) Represents gain or loss associated with commodity price swap transactions primarily with Enron Corp. affiliated companies based on NYMEX-related commodity prices in effect on dates of execution, less customary transaction fees. These transactions were originally entered into as price hedges for a portion of wellhead sales. PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Concluded) ENRON OIL & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. Gains on sales of certain oil and gas reserves and related assets in the amount of $19.5 million and $59.3 million for the six-month periods ended June 30, 1996 and 1995, respectively, are required by current accounting guidelines to be removed from net income in connection with determining net operating cash inflows while the related proceeds are classified as investing cash flows. The Company believes the proceeds from the sales of reserves and related assets should be considered in analyzing the elements of operating cash flows. 6. In June 1996, the Company cancelled an existing revolving credit agreement and replaced it with a new revolving credit agreement entered into with a group of banks (the "Credit Agreement"). The Credit Agreement provides for aggregate borrowings of up to $200 million, with provisions for increases, at the option of the Company, but subject to lender approval, up to $600 million. The facility matures on June 28, 2001. Advances under the Credit Agreement bear interest, at the option of the Company, based on a base rate, an adjusted CD rate or a Eurodollar rate. There were no advances outstanding under the Credit Agreement at June 30, 1996. 7. In the first quarter of 1996, the Company adopted Statement of Financial Accounting Standards No. 121 - "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" which resulted in a non-cash impairment charge which was immaterial to and is included in depreciation, depletion and amortization. 8. In January 1996, 301,500 shares of common stock of the Company were granted to certain officers and key employees of the Company under the Enron Oil & Gas Company 1992 Stock Plan, as amended, and the Amended and Restated Enron Oil & Gas Company 1994 Stock Plan. Such shares are restricted and vest, subject to continued employment and certain net income performance goals, on the anniversary date of grant which could begin as early as 1998, but in any event no later than January 2002. The fair value of the shares at the date of grant has been recorded in shareholders' equity as unearned compensation and is being amortized as compensation expense. 9. As reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, the Company has been named as a potentially responsible party in certain Comprehensive Environmental Response Compensation and Liability Act proceedings. However, management does not believe that any potential assessments resulting from such proceedings will individually or in the aggregate have a materially adverse effect on the financial condition or results of operations of the Company. 10. On May 7, 1996, the shareholders of the Company approved a resolution submitted by the Board of Directors to amend the Restated Certificate of Incorporation of the Company to increase the total number of authorized shares of the common stock of the Company from 160 million to 320 million shares. 11. On August 9, 1996, the Company filed a registration statement for the offer and sale of up to $150 million in debt securities and/or common stock. When combined with a previously filed registration statement for debt securities in the amount of $250 million, the Company will have the ability from time to time to issue up to $400 million in any combination of debt securities and common stock.During August 1996, the Company replaced an existing registration statement filed with the Securities and Exchange Commission providing for the issuance of up to $250 million of debt securities to the public with a registration statement providing for the issuance of debt securities and common stock of up to $400 million. PART I. FINANCIAL INFORMATION - (Continued) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ENRON OIL & GAS COMPANY The following review of operations for the three-month and six- month periods ended June 30, 1996 and 1995 should be read in conjunction with the consolidated financial statements of the Company and Notes thereto. Results of Operations Three Months Ended June 30, 1996 vs. Three Months Ended June 30, 1995 In the second quarter of 1996, Enron Oil & Gas Company (the "Company") realized net income of $47.6 million compared to net income of $48.1 million for the second quarter of 1995. Net operating revenues for the second quarter of 1996 were $197.1 million as compared to $184.0 million for the second quarter of 1995. Wellhead volume and price statistics are as follows: 1996 1995 Natural Gas Volumes (MMcf/d)(1) North America (2) 700 548 Trinidad 140 122 Total 840 670 Average Natural Gas Prices ($/Mcf)(3) North America (4) $ 1.72 $ 1.34 Trinidad 1.00 0.97 Composite 1.60 1.27 Crude Oil/Condensate Volumes (MBbl/d)(1) North America 11.0 10.9 Trinidad 5.4 4.8 India 2.7 1.7 Total 19.1 17.4 Average Crude Oil/Condensate Prices ($/Bbl)(3) North America $20.62 $17.93 Trinidad 19.61 17.14 India 20.56 18.13 Composite 20.33 17.73 (1) Million cubic feet per day or thousand barrels per day, as applicable. (2) Includes 48 MMcf per day for the three-month periods ended June 30, 1996 and 1995 delivered under the terms of a volumetric production payment agreement and exchange agreements effective October 1, 1992, as amended. (3) Dollars per thousand cubic feet or per barrel, as applicable. (4) Includes an average equivalent wellhead value of $.76/Mcf and $.79/Mcf for the three-month periods ended June 30, 1996 and 1995, respectively, for the volumes described in note (2), net of transportation costs. Second quarter 1996 average wellhead natural gas prices were up approximately 26% from the comparable period in 1995 increasing net operating revenues by approximately $25 million. The 25% increase in wellhead natural gas volumes from the second quarter of 1995 added $20 million to net operating revenues. The North America increase in North America wellhead natural gas volumes was primarily the result of eliminating voluntary curtailments in the second quarter of 1996 due to the significant increases realized in average wellhead natural gas prices over the prices realized during the comparable period in 1995 in all areas other than the Rocky Mountains. Second quarter 1996 wellhead crude oil and condensate average prices were up 15% increasing net operating revenues approximately $5 million from the second quarter of 1995. Wellhead crude oil and condensate volumes increased 10% adding approximately $3 million to net operating revenues compared to the second quarter of 1995. PART I. FINANCIAL INFORMATION - (Continued) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) ENRON OIL & GAS COMPANY Other marketing activities associated with sales and purchases of natural gas, NYMEX-related natural gas and crude oil price swap transactions and margins related to the volumetric production payment increased net operating revenue by $19 million during the second quarter of 1996, a decrease of approximately $4 million from the comparable period in 1995. This reduction is primarily attributable to a $3 million loss on NYMEX-related crude oil price swap transactions in the second quarter of 1996. During the second quarter of 1996, operating expenses were approximately $13 million higher than in the second quarter of 1995. Lease and well expenses increased approximately $3 million primarily due to continually expanding operations and increases in production activity. Dry hole expenses decreased approximately $3 million primarily due to decreased exploratory drilling activities outside North America and higher success rates outside North America. Lease impairments of $5 million in the second quarter of 1996 were $2 million lower than the comparable period in 1995 primarily due to lower impairments in 1996 of unproved properties with individually significant acquisition costs. Depreciation, depletion and amortization ("DD&A") expense increased approximately $10 million to $59 million primarily reflecting an increase in production volumes. The average DD&A rate in the second quarter of 1996 was $.67 per thousand cubic feet equivalent ("Mcfe") compared to $.69 per Mcfe in the second quarter of 1995. Second quarter 1996 taxes other than income increased approximately $3 million over the comparable period in 1995 primarily reflecting lower applicable tax credits in Trinidad and higher taxable United States revenue resulting from higher wellhead volumes and average prices. The per unit operating costs of the Company for lease and well, DD&A, general and administrative, interest expense, and taxes other than income averaged $1.22 per Mcfe during the second quarter of 1996 compared to $1.27 per Mcfe during the second quarter of 1995. The reduction primarily reflects lower per unit lease and well, DD&A and general and administrative expenses partially offset by higher per unit taxes other than income. Totalwhich per unit operating costs were beneficially impacted by the higher daily rate of production during the second quarter of 1996. Federal income taxes accrued in interim periods are calculated using the estimated annual effective income tax rate. PART I. FINANCIAL INFORMATION - (Continued) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) ENRON OIL & GAS COMPANY Six Months Ended June 30, 1996 vs. Six Months Ended June 30, 1995 In the first half of 1996, the Company realized net income of $73.5 million compared to net income of $77.8 million for the comparable period in 1995. Net operating revenues for the first half of 1996 were $356.1 million as compared to $339.3 million for the comparable period a year ago. Wellhead volume and price statistics are as follows: 1996 1995 Natural Gas Volumes (MMcf/d) North America (1) 708 584 Trinidad 136 109 Total 844 693 Average Natural Gas Prices ($/Mcf) North America (2) $ 1.73 $ 1.31 Trinidad 1.00 0.97 Total Composite 1.61 1.25 Crude Oil/Condensate Volumes (MBbl/d) North America 11.1 11.3 Trinidad 6.2 4.2 India 2.9 2.2 Total 20.2 17.7 Average Crude Oil/Condensate Prices ($/Bbl) North America $19.50 $17.25 Trinidad 18.67 16.44 India 18.88 17.20 Total Composite 19.16 17.06 (1) Includes 48 MMcf per day for the six-month periods ended June 30, 1996 and 1995 delivered under the terms of a volumetric production payment agreementand exchange agreements effective October 1, 1992, as amended. (2) Includes an average equivalent wellhead value of $.84/Mcf and $.83/Mcf for the six-month periods ended June 30, 1996 and 1995, respectively, for the volumes described in note (1), net of transportation costs. Average wellhead natural gas prices for the first six months of 1996 were up approximately 29% from the comparable period in 1995 increasing net operating revenues by approximately $55 million. A 22% increase in wellhead natural gas volumes from the first half of 1995 added net operating revenues of approximately $35 million. The increase in North America wellhead natural gas volumes was primarily the result of no voluntary curtailments during 1996 due to significant increases realized in average wellhead natural gas prices over the prices realized during the comparable period in 1995 in all areas other than the Rocky Mountains. Wellhead crude oil and condensate average prices increased 12% adding approximately $8 million to net operating revenues over the first half of 1995. Crude oil and condensate wellhead volumes increased 14% from the comparable period a year ago adding approximately $8 million to net operating revenues. PART I. FINANCIAL INFORMATION - (Continued) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) ENRON OIL & GAS COMPANY Other marketing activities associated with sales and purchases of natural gas, NYMEX-related natural gas and crude oil price swap transactions and margins related to the volumetric production payment increased net operating revenue by $11 million during the first half of 1996, a decrease of approximately $48 million from the comparable period in 1995. During December 1995 and the first quarter of 1996, to facilitate participation in anticipated wellhead natural gas price upside, the Company closed all 1996 natural gas price swap transactions originally entered into as hedges. Included in the first half of 1996 is a $16 million reduction related to the early closing of first half 1996 natural gas price swap transactions. This reduction is offset by the recognition of a $15 million gain in the first half of 1996 related to natural gas price swap agreements with an Enron Corp. affiliated company received in 1995 in exchange for certain fuel supply and purchase contracts and related price swap agreements associated with a cogeneration facility. This $1 million net loss compares to a $31 million gain on similar transactions in the first half of 1995. In the first half of 1996, the Company also incurred a $1 million loss related to call option transactions compared to an $11 million gain in the first half of 1995 related to certain natural gas price swap transactions with an Enron Corp. affiliated company designated for trading purposes. Deferred gains of approximately $13 million related to the closing of the remainder of the 1996 NYMEX-related natural gas price swap transactions will be recognized during the remaining six months of the year. The Company also incurred a loss of approximately $4 million on its 1996 first half NYMEX- related crude oil price swap transactions. During the first half of 1996, operating expenses of $250 million were $27 million higher than the $223 million incurred in the comparable period in 1995. Lease and well expenses increased approximately $5 million to $39 million primarily due to continually expanding operations and increases in production activity. Impairment of unproved oil and gas properties for the first half of 1996 decreased $4 million from the comparable period a year ago reflecting lower impairment in 1996 of unproved properties with individually significant acquisition costs. DD&A expense increased $21 million to $122 million primarily reflecting increased production volumes. The average DD&A rate in the first half of 1996 and 1995 was $.69 per Mcfe. Taxes other than income were $5 million higher in the first half of 1996 compared to the first half of 1995 primarily due to higher state severance taxes associated with higher taxable wellhead revenues resulting from higher United States volumes and average prices and lower applicable tax credits in Trinidad in 1996. PART I. FINANCIAL INFORMATION - (Continued) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued) ENRON OIL & GAS COMPANY The Company reduced its total per unit operating costs for lease and well, DD&A, general and administrative, interest expense, and taxes other than income by $.04 per Mcfe, averaging $1.23 per Mcfe during the first half of 1996 compared to $1.27 per Mcfe during the comparable period in 1995. The reduction primarily reflects a decrease in per unit general and administrative expense. Total per unit operating costs were beneficially impacted by the higher daily rate of production during the first half of 1996. Income tax provision decreased $9 million for the first half of 1996 as compared to the first half of 1995 primarily resulting from an $8.5 million tax benefit in the first half of 1996 associated with a reassessment of deferred tax requirements and the successful resolution on audit of Canadian income taxes for certain prior years and lower income before income taxes, partially offset by lower benefits associated with tight gas sand federal income tax credits utilized in the first half of 1996 as compared to the first half of 1995. Capital Resources and Liquidity The Company's primary sources of cash during the six months ended June 30, 1996 included funds generated from operations, proceeds from the sales of selected oil and gas reserves and related assets, proceeds from new borrowings and proceeds from the sales of treasury stock on stock option exercises. Primary cash outflows included funds used in operations, exploration and development expenditures, common stock repurchases, dividends paid to the Company shareholders and the repayment of debt. Discretionary cash flow, a frequently used measure of performance for exploration and production companies, is derived by adjusting net income to eliminate the effects of depreciation, depletion and amortization, impairment of unproved oil and gas properties, deferred income taxes, gains on sales of reserves and related assets, certain other miscellaneous non-cash amounts, except for amortization of deferred revenue, and exploration and dry hole expenses and to include proceeds from sales of reserves and related assets. The Company generated discretionary cash flow of $278 million during the first half of 1996, compared to $289 million generated for the comparable period in 1995, primarily reflecting lower proceeds from the sales of selected reserves and related assets and higher current federal income taxes mostly offset by higher production related net operating revenues net of increased cash operating costs. Net operating cash flows of $184 million for the first half of 1996 increased approximately $36 million as compared to the first half of 1995 primarily due to higher production related net operating revenues net of cash operating expenses partially offset by higher current federal income taxes. Based upon existing economic and market conditions, management believes net operating cash flow and available financing alternatives in 1996 will be sufficient to fund net investing and other cash requirements of the Company for the remainder of the year. Exploration and development expenditures for the first half of 1996 and 1995 are as follows (in millions): 1996 1995 North America $ 167 $ 200 Outside North America Trinidad 1 34 India 29 9 Other 9 11 Total $ 206 $ 254 PART I. FINANCIAL INFORMATION - (Concluded) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Concluded) ENRON OIL & GAS COMPANY Exploration and development expenditures for the first half of 1996 were lower than expenditures in the first half of 1995 primarily due to acquisitions in North America in 1995 with no significant acquisitions completed in 1996 and a large developmental drilling program in Trinidad completed in 1995 partially offset by an increase in North America and India development expenditures. The level of exploration and development expenditures will vary in future periods depending on energy market conditions and other related economic factors. The Company has significant flexibility with respect to financing alternatives and the ability to adjust its exploration and development expenditure budget as circumstances warrant. There are no material continuing commitments associated with expenditure plans. Information Regarding Forward Looking Statements This Quarterly Report on Form 10-Q includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that such expectations will be achieved. Important factors that could cause actual results to differ materially from those in the forward looking statements herein include, but are not limited to, the timing and extent of changes in commodity prices for crude oil, natural gas and related products and interest rates, the extent of the Company's success in acquiring oil and gas properties and in discovering, developing and producing reserves, political developments around the world and conditions of the capital and equity markets during the periods covered by the forward looking statements. PART II. OTHER INFORMATION ENRON OIL & GAS COMPANY ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the quarterly period ended June 30, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENRON OIL & GAS COMPANY (Registrant) Date: August 12, 1996 By /S/ W. C. WILSON W. C. Wilson Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: August 12, 1996 By /S/ BEN B. BOYD Ben B. Boyd Vice President and Controller (Principal Accounting Officer)