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 September 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 October 31, 1996. Common Stock, $.01 Par Value 159,799,870 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 September 30, 1996 and 1995 and Nine Months Ended September 30, 1996 and 1995 3 Consolidated Balance Sheets - September 30, 1996 and December 31, 1995 4 Consolidated Statements of Cash Flows - Nine Months Ended September 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 10 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 16 ITEM 6. Exhibits and Reports on Form 8-K 16 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 Nine Months Ended September 30, September 30, 1996 1995 1996 1995 NET OPERATING REVENUES Natural Gas Associated Companies $ 52,060 $ 55,893 $134,699 $177,963 Trade 84,127 58,992 264,178 154,052 Crude Oil, Condensate and Natural Gas Liquids Associated Companies 6,053 14,293 27,306 44,304 Trade 25,863 17,982 75,546 46,038 Gains on Sales of Reserves and Related Assets 813 3,268 20,334 62,546 Other 1,266 2,578 4,258 7,439 Total 170,182 153,006 526,321 492,342 OPERATING EXPENSES Lease and Well 18,003 19,309 56,733 52,918 Exploration 13,503 9,636 36,910 31,590 Dry Hole 4,427 1,681 9,517 8,586 Impairment of Unproved Oil and Gas Properties 5,607 6,337 15,450 20,453 Depreciation, Depletion and Amortization 59,421 56,172 181,707 157,875 General and Administrative 13,006 14,003 41,493 41,186 Taxes Other Than Income 10,036 7,943 32,692 25,606 Total 124,003 115,081 374,502 338,214 OPERATING INCOME 46,179 37,925 151,819 154,128 OTHER EXPENSE, NET 1,445 1,033 1,968 1,143 INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES 44,734 36,892 149,851 152,985 INTEREST EXPENSE, NET 1,373 3,548 8,820 8,810 INCOME BEFORE INCOME TAXES 43,361 33,344 141,031 144,175 INCOME TAX PROVISION 11,994 376 36,159 33,444 NET INCOME $ 31,367 $ 32,968 $104,872 $110,731 EARNINGS PER SHARE OF COMMON STOCK $ .20 $ .21 $ .66 $ .69 AVERAGE NUMBER OF COMMON SHARES 159,850 159,916 159,898 159,951 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) September 30, December 31, 1996 1995 (Unaudited) ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 9,680 $ 23,039 Accounts Receivable Associated Companies 49,043 60,777 Trade 136,719 107,737 Inventories 19,379 11,697 Other 16,775 14,582 Total 231,596 217,832 OIL AND GAS PROPERTIES (Successful Efforts Method) 3,565,379 3,380,924 Less: Accumulated Depreciation, Depletion and Amortization (1,606,709) (1,499,379) Net Oil and Gas Properties 1,958,670 1,881,545 OTHER ASSETS 34,826 47,881 TOTAL ASSETS $ 2,225,092 $2,147,258 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable Associated Companies $ 12,379 $ 12,902 Trade 164,726 120,756 Accrued Taxes Payable 21,767 19,595 Dividends Payable 4,814 4,795 Other 11,936 11,249 Total 215,622 169,297 LONG-TERM DEBT Affiliate 12,758 141,520 Other 287,936 147,559 OTHER LIABILITIES 13,921 11,629 DEFERRED INCOME TAXES 305,178 308,141 DEFERRED REVENUE 152,648 205,453 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 389,192 399,379 Unearned Compensation (6,354) - Cumulative Foreign Currency Translation Adjustment (10,443) (10,747) Retained Earnings 667,221 576,740 Common Stock Held in Treasury, 150,160 shares at September 30, 1996 and 150,045 shares at December 31, 1995 (4,187) (3,313) Total Shareholders' Equity 1,237,029 1,163,659 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,225,092 $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) Nine Months Ended September 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Reconciliation of Net Income to Net Operating Cash Inflows: Net Income $ 104,872 $ 110,731 Items Not Requiring (Providing) Cash Depreciation, Depletion and Amortization 181,707 157,875 Impairment of Unproved Oil and Gas Properties 15,450 20,453 Deferred Income Taxes (1,653) 15,586 Other, Net 3,682 3,968 Exploration Expenses 36,910 31,590 Dry Hole Expenses 9,517 8,586 Gains on Sales of Reserves and Related Assets (20,334) (62,546) Other, Net (2,886) (148) Changes in Components of Working Capital and Other Liabilities Accounts Receivable (20,288) (9,093) Inventories (7,682) 4,091 Accounts Payable 43,447 (12,076) Accrued Taxes Payable 2,172 5,773 Other Liabilities 2,874 2,842 Other, Net 387 (1,848) Amortization of Deferred Revenue (32,538) (32,418) Changes in Components of Working Capital Associated with Investing Activities (31,052) (14,156) NET OPERATING CASH INFLOWS 284,586 229,210 INVESTING CASH FLOWS Additions to Oil and Gas Properties (320,077) (345,351) Exploration Expenses (36,910) (31,590) Dry Hole Expenses (9,517) (8,586) Proceeds from Sales of Reserves and Related Assets (Note 5) 62,837 100,659 Changes in Components of Working Capital Associated with Investing Activities 28,816 12,338 Other, Net (5,930) (9,106) NET INVESTING CASH OUTFLOWS (280,781) (281,636) FINANCING CASH FLOWS Long-Term Debt Affiliate (128,762) (8,680) Other 141,880 83,300 Dividends Paid (14,372) (14,397) Treasury Stock Purchased (32,973) (13,231) Proceeds from Sales of Treasury Stock 14,827 6,262 Changes in Components of Working Capital Associated with Financing Activities 2,236 1,818 NET FINANCING CASH INFLOWS(OUTFLOWS) (17,164) 55,072 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (13,359) 2,646 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,039 5,810 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,680 $ 8,456 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. Net interest expense includes $0.4 million, $0.1 million, $1.5 million and $0.6 million for the three-month and nine-month periods ended September 30, 1996 and 1995, respectively, associated with financing obtained from affiliated companies. 3. Income tax provision for the three-month and nine-month periods ended September 30, 1996 and 1995 includes tax benefits of $6.0 million, $3.1 million, $12.2 million and $15.8 million, respectively, related to tight gas sand federal income tax credit utilization. Income tax provision for the nine-month period ended September 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. Income tax provision for the three-month and nine-month periods ended September 30, 1995 includes a $10.0 million and a $12.0 million benefit, respectively, associated with the successful resolution on audit of federal 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 Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Wellhead Natural Gas Revenues Associated Companies (1)(2) $ 44.7 $ 36.4 $150.6 $120.2 Trade 69.5 48.5 211.1 121.9 Total $114.2 $ 84.9 $361.7 $242.1 Other Natural Gas Marketing Activities Gross Revenues from: Associated Companies $ 26.4 $ 16.8 $ 62.6 $ 60.4 Trade (3) 31.1 23.5 103.7 74.9 Total 57.5 40.3 $166.3 135.3 Associated Cost from: Associated Companies (1)(4) 35.8 17.4 94.4 64.5 Trade 16.6 13.1 50.8 43.3 Total 52.4 30.5 145.2 107.8 Net 5.1 9.8 21.1 27.5 Commodity Price Swap Gain(Loss) Trading (5) - - (1.2) 11.3 Non-Trading (6) 16.9 20.2 17.3 51.1 Total 16.9 20.2 16.1 62.4 Total $ 22.0 $ 30.0 $ 37.2 $ 89.9 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 Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Wellhead Crude Oil, Condensate and Natural Gas Liquid Revenues Associated Companies $ 9.9 $ 13.2 $ 35.1 $ 43.4 Trade 25.9 18.0 75.6 46.0 Total $ 35.8 $ 31.2 $110.7 $ 89.4 Other Crude Oil and Condensate Marketing Activities Commodity Price Hedging Gain(Loss)(6) $ (3.9) $ 1.1 $ (7.8) $ 0.9 (1) Wellhead Natural Gas Revenues include $24.7 million, $17.0 million, $82.2 million and $55.0 million for the three-month and nine-month periods ended September 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 $4.0 million, $2.8 million, $11.4 million and $10.0 million for the three-month and nine-month periods ended September 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 $10.9 million, $10.9 million, $32.5 million and $32.4 million for the three-month and nine-month periods ended September 30, 1996 and 1995 associated with the amortization of deferred revenues under the terms of a volumetric production payment agreement effective October 1, 1992, as amended. (4) Includes $8.5 million, $6.3 million, $24.6 million and $19.8 million for the three-month and nine-month periods ended September 30, 1996 and 1995, respectively, for volumes delivered under the terms of a volumetric production payment agreement effective October 1, 1992, as amended, including equivalent wellhead value, any applicable transportation costs and location differentials. (5) The nine-month period ended September 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 May 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 ("MMBtu") for the years 1997, 1998, 1999 and 2000, respectively. The options each cover notional volumes of 37 TBtu for each of the years. The 1997 and 1998 options were subsequently restructured to be exercisable monthly at a price of $2.16 and $2.07 per MMBtu, respectively. These options cover notional volumes averaging 3 TBtu per month during 1997 and 1998. During 1996, the Company entered into price swap agreements which fix the cost to purchase 37 TBtu and 18 TBtu of natural gas at an average fixed price of $2.01 and $2.05 per MMBtu for 1997 and 1998, respectively. PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Continued) ENRON OIL & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (6)Represents gains 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. 5. Gains on sales of certain oil and gas reserves and related assets in the amount of $20.3 million and $62.5 million for the nine-month periods ended September 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 September 30, 1996. In October 1996, the Company was advanced $30 million under a credit agreement with a financial institution. Such advance is due October 1999 and bears interest at a variable rate based on the London Interbank Offered Rate. 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. PART I. FINANCIAL INFORMATION - (Continued) ITEM 1. FINANCIAL STATEMENTS - (Concluded) ENRON OIL & GAS COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. In August 1996, the Company filed a shelf registration statement for the offer and sale from time to time of up to $150 million of Company debt securities and/or common stock. Such registration statement was declared effective by the Securities and Exchange Commission on September 12, 1996. When combined with a previously filed registration statement declared effective in September 1991, such registration statements provide for the offer and sale from time to time of Company debt securities and common stock by the Company, and Company common stock by Enron Corp. as a selling shareholder, in an aggregate amount up to $400 million. As of November 8, 1996, the Company had sold no securities, and Enron Corp. had sold no shares of Company common stock pursuant to such registration statements. 12. Effective October 1, 1996, the Company acquired all of the South Texas Lobo Trend properties of Amoco Production Company ("Amoco"). The acquisition also includes Amoco's producing properties in Atascosa and Kleberg counties in South Texas. Net production from the properties as of October 1, 1996 was 25 million cubic feet equivalent per day of natural gas. 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 nine- month periods ended September 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 September 30, 1996 vs. Three Months Ended September 30, 1995 In the third quarter of 1996, Enron Oil & Gas Company (the "Company") realized net income of $31.4 million compared to net income of $33.0 million for the third quarter of 1995. Net operating revenues for the third quarter of 1996 were $170.2 million as compared to $153.0 million for the third quarter of 1995. Wellhead volume and price statistics are as follows: 1996 1995 Natural Gas Volumes (MMcf/d)(1) North America (2) 670 657 Trinidad 104 112 Total 774 769 Average Natural Gas Prices ($/Mcf)(3) North America (4) $ 1.70 $ 1.24 Trinidad 1.00 0.97 Composite 1.60 1.20 Crude Oil/Condensate Volumes (MBbl/d)(1) North America 10.8 12.0 Trinidad 4.5 5.9 India 2.4 2.3 Total 17.7 20.2 Average Crude Oil/Condensate Prices ($/Bbl)(3) North America $21.29 $16.57 Trinidad 19.73 15.76 India 19.60 16.10 Composite 20.67 16.28 (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 September 30, 1996 and 1995 delivered under the terms of a volumetric production payment agreement 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 $.91/Mcf and $.62/Mcf for the three-month periods ended September 30, 1996 and 1995, respectively, for the volumes described in note (2), net of transportation costs. Third quarter 1996 average wellhead natural gas prices were up approximately 33% from the comparable period in 1995 increasing net operating revenues by approximately $29 million. Third quarter 1996 wellhead crude oil and condensate average prices were up 27% increasing net operating revenues by approximately $7 million from the third quarter of 1995. Wellhead crude oil and condensate volumes decreased 12% reducing net operating revenues by approximately $4 million compared to the third quarter of 1995 reflecting a 24% reduction in Trinidad volumes primarily attributed to Ibis Field crude oil production. 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 $18 million during the third quarter of 1996, a decrease of approximately $13 million from the comparable period in 1995. This decrease is partially attributable to a $4 million loss on NYMEX-related crude oil price swap transactions in the third quarter of 1996 compared to a gain of $1 million in the third quarter of 1995. Gains on natural gas commodity price hedging activities utilizing NYMEX-related commodity market transactions of $17 million in the third quarter of 1996 were approximately $3 million less than the comparable period a year ago. An increase in other natural gas marketing volumes and a decrease in margins associated with sales and purchases of natural gas and certain production exchange agreements reduced net operating revenues by approximately $5 million compared to the third quarter of 1995. During the third quarter of 1996, operating expenses were approximately $9 million higher than in the third quarter of 1995. Exploration expenses increased approximately $4 million and dry hole expenses increased approximately $3 million primarily due to increased exploratory drilling activities. Depreciation, depletion and amortization ("DD&A") expense increased approximately $3 million to $59 million primarily reflecting a slight increase in the average DD&A rate. Third quarter 1996 taxes other than income increased approximately $2 million over the comparable period in 1995 primarily reflecting lower applicable exploration cost deductions in Trinidad and higher taxable United States revenue resulting from higher 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 $1.24 per thousand cubic feet equivalent ("Mcfe") during the third quarter of 1996 compared to $1.23 per Mcfe during the third quarter of 1995. Income tax provision increased $12 million for the third quarter of 1996 as compared to the same period in 1995 primarily due to a $10 million benefit recognized in the third quarter of 1995 associated with the settlement on audit of taxes for prior years. 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 Nine Months Ended September 30, 1996 vs. Nine Months Ended September 30, 1995 In the first nine months of 1996, the Company realized net income of $104.9 million compared to net income of $110.7 million for the comparable period in 1995. Net operating revenues for the first nine months of 1996 were $526.3 million as compared to $492.3 million for the comparable period a year ago. Wellhead volume and price statistics are as follows: 1996 1995 Natural Gas Volumes (MMcf/d) North America (1) 695 609 Trinidad 126 110 Total 821 719 Average Natural Gas Prices ($/Mcf) North America (2) $ 1.72 $ 1.28 Trinidad 1.00 0.97 Total Composite 1.61 1.23 Crude Oil/Condensate Volumes (MBbl/d) North America 11.0 11.5 Trinidad 5.6 4.8 India 2.8 2.3 Total 19.4 18.6 Average Crude Oil/Condensate Prices ($/Bbl) North America $20.09 $17.01 Trinidad 18.95 16.16 India 19.09 16.82 Total Composite 19.62 16.77 (1) Includes 48 MMcf per day for the nine-month periods ended September 30, 1996 and 1995 delivered under the terms of a volumetric production payment agreement effective October 1, 1992, as amended. (2) Includes an average equivalent wellhead value of $.86/Mcf and $.76/Mcf for the nine-month periods ended September 30, 1996 and 1995, respectively, for the volumes described in note (1), net of transportation costs. Average wellhead natural gas prices for the first nine months of 1996 were up approximately 31% from the comparable period in 1995 increasing net operating revenues by approximately $84 million. A 14% increase in wellhead natural gas volumes from the first nine months of 1995 added net operating revenues of approximately $36 million. The increase in North America wellhead natural gas volumes was primarily the result of eliminating voluntary curtailments in the United States during 1996 due to significant increases realized in average wellhead natural gas prices over the prices realized during the comparable period in 1995. Wellhead crude oil and condensate average prices increased 17% adding approximately $15 million to net operating revenues over the first nine months of 1995. Crude oil and condensate wellhead volumes increased 4% from the comparable period a year ago adding approximately $4 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 revenues by $29 million during the first nine months of 1996, a decrease of approximately $61 million from the comparable period in 1995. This decrease primarily results from a gain of $17 millon on natural gas commodity price hedging activities utilizing NYMEX- related commodity market transactions in the first nine months of 1996 compared to a $51 million gain on similar transactions in the first nine months of 1995. The Company also incurred a $1 million loss related to call option transactions in the first nine months of 1996 compared to an $11 million gain in the first nine months of 1995 related to certain natural gas price swap transactions with an Enron Corp. affiliated company designated for trading purposes. The margin associated with certain production exchange agreements was approximately $8 million which is $5 million less than the comparable period in 1995 due to higher costs of gas delivered under the terms of the exchange agreement. Additionally, the Company incurred an $8 million loss on its NYMEX-related crude oil price swap transactions in the first nine months of 1996 compared to a $1 million gain in the first nine months of 1995. During the first nine months of 1996, operating expenses were $36 million higher than the comparable period in 1995. Lease and well expenses increased approximately $4 million to $57 million primarily due to continually expanding operations and increases in production activity. Exploration expense increased approximately $5 million to $37 million primarily due to increased exploratory drilling activities. Impairment of unproved oil and gas properties for the first nine months of 1996 decreased $5 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 $24 million to $182 million primarily reflecting increased production volumes. Taxes other than income were $7 million higher in the first nine months of 1996 compared to the first nine months 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 exploration cost deductions in Trinidad in 1996. 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 $.02 per Mcfe, averaging $1.23 per Mcfe during the first nine months of 1996 compared to $1.25 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 nine months of 1996. Income Tax provision increased $3 million for the first nine months of 1996 as compared to the first nine months of 1995 primarily as a result of lower benefits associated with tight gas sands federal income tax credits. 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 Capital Resources and Liquidity The Company's primary sources of cash during the nine months ended September 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 in conjunction with the exercise of stock options. Primary cash outflows included funds used in operations, exploration and development expenditures, common stock repurchases, dividends paid to 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 $390 million during the first nine months of 1996, compared to $387 million generated for the comparable period in 1995. Net operating cash flows of $285 million for the first nine months of 1996 increased approximately $55 million as compared to the first nine months 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 nine months of 1996 and 1995 are as follows (in millions): 1996 1995 North America $ 291 $ 343 Outside North America Trinidad 5 32 India 53 14 Other 18 16 Total $ 367 $ 405 Exploration and development expenditures for the first nine months of 1996 were lower than expenditures in the first nine months 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 increases 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. PART I. FINANCIAL INFORMATION - (Concluded) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Concluded) ENRON OIL & GAS COMPANY 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 1. Legal Proceedings See Part I, Item 1, Note 9 to Consolidated Financial Statements which is incorporated herein by reference. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the quarterly period ended September 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: November 8, 1996 By /S/ W. C. WILSON W. C. Wilson Senior Vice President and Chief Financial Officer (Principal Financial Officer) Date: November 8, 1996 By /S/ BEN B. BOYD Ben B. Boyd Vice President and Controller (Principal Accounting Officer)