UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER: 1-11675
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS NONE
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
CALEDONIAN HOUSE, JENNETT STREET, P.O. BOX 1043, GEORGE TOWN, GRAND CAYMAN,
CAYMAN ISLANDS
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (345) 949-0050
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 the latest practicable date.
Number of Shares
Title of Each Class Outstanding at October 31, 2001
Ordinary Shares, par value $0.01 per share 64,235,253
-------------------------------
TRITON ENERGY LIMITED AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
August 14, 2001 to September 30, 2001, July 1, 2001 to August 13,
2001 and three months ended September 30, 2000 2
Condensed Consolidated Statements of Operations -
August 14, 2001 to September 30, 2001, January 1, 2001 to
August 13, 2001, and nine months ended September 30, 2000 3
Condensed Consolidated Balance Sheets -
September 30, 2001 and December 31, 2000 4
Condensed Consolidated Statements of Cash Flows -
August 14, 2001 to September 30, 2001, January 1, 2001 to
August 13, 2001, and nine months ended September 30, 2000 5
Condensed Consolidated Statement of Shareholders' Equity -
Nine months ended September 30, 2001 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 21
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 22
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
POST-
ACQUISITION PRE-ACQUISITION
----------------- ---------------------------------
THREE MONTHS
AUGUST 14, 2001 - JULY 1, 2001 - ENDED
SEPT. 30, 2001 AUGUST 13, 2001 SEPT. 30, 2000
----------------- --------------- ----------------
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Oil and gas sales $ 58,055 $ 55,556 $ 94,559
Costs and expenses:
Operating 23,589 12,551 14,213
Exploration 6,644 --- ---
General and administrative 2,179 36,777 4,872
Depreciation, depletion and amortization 18,814 13,450 13,693
Writedown of assets --- --- 18,727
----------------- --------------- ----------------
51,226 62,778 51,505
----------------- --------------- ----------------
Operating income (loss) 6,829 (7,222) 43,054
Interest income 704 193 1,378
Interest expense, net (211) (3,876) (2,048)
Other income (expense), net 1,539 (2,158) 1,442
----------------- --------------- ----------------
2,032 (5,841) 772
----------------- --------------- ----------------
Earnings (loss) before income taxes 8,861 (13,063) 43,826
Income tax expense 2,671 29,744 21,898
----------------- --------------- ----------------
Net earnings (loss) 6,190 (42,807) 21,928
Accumulated dividends on preference shares --- 3,429 7,336
----------------- --------------- ----------------
Earnings (loss) applicable to
ordinary shares $ 6,190 $ (46,236) $ 14,592
================= =============== ================
Average ordinary shares outstanding 64,235 37,975 36,807
================= =============== ================
Basic earnings (loss) per ordinary share $ 0.10 $ (1.22) $ 0.40
================= =============== ================
Average diluted shares outstanding 64,235 37,975 60,023
================= =============== ================
Diluted earnings (loss) per ordinary share $ 0.10 $ (1.22) $ 0.36
================= =============== ================
See accompanying Notes to Condensed Consolidated Financial Statements.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
POST-
ACQUISITION PRE-ACQUISITION
----------------- ------------------------------------
NINE MONTHS
AUGUST 14, 2001 - JANUARY 1, 2001 - ENDED
SEPT. 30, 2001 AUGUST 13, 2001 SEPT. 30, 2000
----------------- ----------------- -----------------
<s> <c> <c> <c>
Oil and gas sales $ 58,055 $ 323,184 $ 238,683
Costs and expenses:
Operating 23,589 73,018 45,445
Exploration 6,644 --- ---
General and administrative 2,179 47,197 13,871
Depreciation, depletion and amortization 18,814 72,871 39,968
Writedown of assets --- --- 18,727
----------------- ----------------- -----------------
51,226 193,086 118,011
----------------- ----------------- -----------------
Operating income 6,829 130,098 120,672
Interest income 704 2,425 6,169
Interest expense, net (211) (18,302) (10,885)
Other income (expense), net 1,539 (2,552) 922
----------------- ----------------- -----------------
2,032 (18,429) (3,794)
----------------- ----------------- -----------------
Earnings before income taxes and cumulative
effect of accounting change 8,861 111,669 116,878
Income tax expense 2,671 78,584 45,877
----------------- ----------------- -----------------
Earnings before cumulative effect
of accounting change 6,190 33,085 71,001
Cumulative effect of accounting change --- 1,212 (1,345)
----------------- ----------------- -----------------
Net earnings 6,190 34,297 69,656
Accumulated dividends on preference shares --- 17,934 22,016
----------------- ----------------- -----------------
Earnings applicable to ordinary shares $ 6,190 $ 16,363 $ 47,640
================= ================= =================
Average ordinary shares outstanding 64,235 37,537 36,311
================= ================= =================
Basic earnings per ordinary share:
Earnings before cumulative effect of
accounting change $ 0.10 $ 0.40 $ 1.35
Cumulative effect of accounting change --- 0.03 (0.04)
----------------- ----------------- -----------------
Net earnings $ 0.10 $ 0.43 $ 1.31
================= ================= =================
Average diluted shares outstanding 64,235 38,875 59,291
================= ================= =================
Diluted earnings per ordinary share:
Earnings before cumulative effect of
accounting change $ 0.10 $ 0.39 $ 1.19
Cumulative effect of accounting change --- 0.03 (0.02)
----------------- ----------------- -----------------
Diluted earnings $ 0.10 $ 0.42 $ 1.17
================= ================= =================
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
ACQUISITION HISTORICAL
BASIS BASIS
-------------- --------------
ASSETS SEPTEMBER 30, DECEMBER 31,
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2001 2000
-------------- --------------
Current assets:
Cash and equivalents $ 15,294 $ 136,361
Trade receivables 51,918 25,616
Other receivables 5,915 11,032
Due from Amerada Hess Corporation 70,083 ---
Inventories, prepaid expenses and other 22,310 18,811
-------------- --------------
Total current assets 165,520 191,820
Property and equipment, at cost, less accumulated depreciation
and depletion of $18,814 for 2001 and $542,776 for 2000 2,653,239 704,302
Investment in affiliates 446,579 190,430
Goodwill 977,776 ---
Deferred income taxes and other assets 6,352 107,728
-------------- --------------
$ 4,249,466 $ 1,194,280
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 95 $ 4,648
Accounts payable and accrued liabilities 175,440 140,700
-------------- --------------
Total current liabilities 175,535 145,348
Long-term debt, excluding current maturities 553,617 500,048
Deferred income taxes 593,320 17,108
Other liabilities --- 6,760
Shareholders' equity:
8% preference shares, stated value $70.00 --- 362,672
Ordinary shares, par value $0.01 642 374
Additional paid-in capital 2,919,943 534,480
Retained earnings (deficit) 6,190 (370,155)
Accumulated other non-owner changes in shareholders' equity 219 (2,355)
-------------- --------------
Total shareholders' equity 2,926,994 525,016
Commitments and contingencies (note 5) --- ---
-------------- --------------
$ 4,249,466 $ 1,194,280
============== ==============
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
POST-
ACQUISITION PRE-ACQUISITION
----------------- -----------------------------------
NINE MONTHS
AUGUST 14, 2001 - JANUARY 1, 2001 - ENDED
SEPT. 30, 2001 AUGUST 13, 2001 SEPT. 30, 2000
----------------- ----------------- ----------------
Cash flows from operating activities:
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Net earnings $ 6,190 $ 34,297 $ 69,656
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation, depletion and amortization 18,814 72,871 39,968
Exploration dryhole cost 5,547 --- ---
Amortization of deferred income --- --- (8,814)
Writedown of assets --- --- 18,727
Cumulative effect of accounting change --- (1,212) 1,345
Deferred income taxes and other (2,107) 33,926 11,042
Changes in working capital pertaining to
operating activities (70,634) 59,979 14,360
----------------- ----------------- ----------------
Net cash provided (used) by operating activities (42,190) 199,861 146,284
----------------- ----------------- ----------------
Cash flows from investing activities:
Capital expenditures and investments (72,873) (245,858) (148,878)
Purchase of affiliate --- --- (88,656)
Other 226 (134) (2,395)
----------------- ----------------- ----------------
Net cash used by investing activities (72,647) (245,992) (239,929)
----------------- ----------------- ----------------
Cash flows from financing activities:
Payments on long-term debt --- (4,597) (9,072)
Issuances of ordinary shares under stock compensation plans 120,906 26,938 23,716
Dividends paid on preference shares --- (32,442) (14,841)
Loan to Amerada Hess Corporation (70,083) --- ---
Other (1) (456) (1,735)
----------------- ----------------- ----------------
Net cash provided (used) by financing activities 50,822 (10,557) (1,932)
----------------- ----------------- ----------------
Effect of exchange rate changes on cash and equivalents 21 (385) (302)
----------------- ----------------- ----------------
Net decrease in cash and equivalents (63,994) (57,073) (95,879)
Cash and equivalents at beginning of period 79,288 136,361 186,323
----------------- ----------------- ----------------
Cash and equivalents at end of period $ 15,294 $ 79,288 $ 90,444
================= ================= ================
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2001
(IN THOUSANDS)
(UNAUDITED)
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OWNER SOURCES OF SHAREHOLDERS' EQUITY:
8% PREFERENCE SHARES:
Balance at December 31, 2000 $ 362,672
Conversion of 8% preference shares (362,672)
-----------
Balance at September 30, 2001 ---
-----------
ORDINARY SHARES:
Balance at December 31, 2000 374
Issuance of shares 268
-----------
Balance at September 30, 2001 642
-----------
ADDITIONAL PAID-IN CAPITAL:
Balance at December 31, 2000 534,480
Purchase accounting adjustment 1,893,176
Conversion of preference shares 362,465
Issuances under stock compensation plans 147,785
Dividends on 8% preference shares (18,033)
Other, net 70
-----------
Balance at September 30, 2001 2,919,943
-----------
TOTAL OWNER SOURCES OF SHAREHOLDERS' EQUITY 2,920,585
-----------
NON-OWNER SOURCES OF SHAREHOLDERS' EQUITY:
RETAINED EARNINGS (DEFICIT):
Balance at December 31, 2000 (370,155)
Purchase accounting adjustment 335,858
Net earnings from January 1, 2001 through August 13, 2001 34,297
Net earnings from August 14, 2001 through September 30, 2001 6,190
-----------
Balance at September 30, 2001 6,190
-----------
ACCUMULATED OTHER NON-OWNER CHANGES IN SHAREHOLDERS' EQUITY:
Balance at December 31, 2000 (2,355)
Cumulative effect of accounting change 2,934
Changes in fair value of contracts (2,068)
Purchase accounting adjustment 1,748
Reclassification adjustments to earnings for settled contracts (40)
-----------
Balance at September 30, 2001 219
-----------
TOTAL NON-OWNER SOURCES OF SHAREHOLDERS' EQUITY 6,409
-----------
TOTAL SHAREHOLDERS' EQUITY AT SEPTEMBER 30, 2001 $2,926,994
===========
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1. GENERAL
Triton Energy Limited is an international oil and gas exploration and production
company. Our principal properties, operations, and oil and gas reserves are
located in Colombia, offshore Equatorial Guinea and offshore Malaysia-Thailand.
We explore for oil and gas in these areas, as well as in southern Europe, Africa
and the Middle East. Unless this report indicates otherwise or the context
otherwise requires, the terms "we," "our," "us," "Triton" and the "Company" as
used in this report refer to Triton Energy Limited and its subsidiaries and
other affiliates through which Triton conducts its business. All sales prior to
January 2001 were derived from oil and gas production in Colombia. Beginning in
January 2001, sales are derived from oil and gas production in Colombia and oil
production in Equatorial Guinea.
AMERADA HESS CORPORATION ACQUISITION
On August 14, 2001, the Amerada Hess Corporation acquired 97.3% of Triton's
outstanding shares, including ordinary shares issued on conversion of 8%
preference shares of Triton owned by Hicks, Muse, Tate & Furst Incorporated, at
a price of $45 per share. The total purchase price was approximately $2.7
billion (net of cash acquired). Amerada Hess intends to effect a compulsory
acquisition of the remaining Ordinary Shares that it does not own as soon as
permitted by the laws of the Cayman Islands.
The acquisition of Triton has been accounted for as a purchase using the
accounting standards established in Statement of Financial Accounting Standards
Nos. 141, "Business Combinations," and 142, "Goodwill and Other Intangible
Assets." FAS 141 requires the use of the purchase method of accounting for
business combinations. FAS 142 requires that goodwill not be amortized.
Goodwill, however, must be reviewed for impairment at least annually.
Minor adjustments to the purchase price allocation, including estimated assumed
liabilities, may still be required.
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared using the full cost method of accounting until the acquisition of
Triton. For the period subsequent to the acquisition, Triton adopted the
successful efforts method of accounting, which is the method used by Amerada
Hess Corporation, and applied "push-down" accounting to reflect the cost of the
acquisition in the unaudited condensed consolidated financial statements. As a
result, the unaudited consolidated results of operations for the 44-day and
225-day periods ended August 13, 2001, and the three and nine months ended
September 30, 2000, are based on the full cost method. The unaudited
consolidated results of operations for the period from August 14, 2001 through
September 30, 2001 are based on the successful efforts method. Consequently,
the pre-acquisition financial statements are not comparible to the
post-acquisition financial statements.
The unaudited consolidated balance sheet at September 30, 2001, reflects all
assets acquired and liabilities assumed as of the acquisition date at fair
market value. The excess of purchase price over fair value of net assets
acquired is reported as goodwill. The unaudited consolidated balance sheet at
December 31, 2000 is presented using Triton's historical cost basis.
In the opinion of management, the unaudited condensed consolidated financial
statements contain all adjustments of a normal recurring nature to present
fairly our financial position, results of operations, cash flows and
shareholders' equity on the basis of presentation described above. Certain
other previously reported financial information has been reclassified to conform
to the post-acquisition presentation.
OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES
For the period subsequent to the acquisition, oil and gas exploration and
production activities are accounted for using the successful efforts method.
Costs of acquiring undeveloped oil and gas leasehold acreage, including lease
bonuses, brokers' fees and other related costs, are capitalized.
Annual lease rentals and exploration expenses, including geological and
geophysical expenses and exploratory dry hole costs, are charged against income
as incurred.
Costs of drilling and equipping productive wells, including development dry
holes, and related production facilities are capitalized.
We do not carry the capitalized costs of exploratory wells as assets for more
than one year, unless oil and gas reserves are found and classified as proved,
or additional exploration is underway or planned. If exploratory wells do not
meet these conditions, the costs are charged to expense.
RECENT ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board recently issued FAS No. 143, Accounting
for Asset Retirement Obligations. This statement significantly changes the
method of accruing for costs associated with the retirement of fixed assets,
such as certain oil and gas production facilities, for which a legal retirement
obligation exists. This standard becomes effective in 2003.
We have not yet determined what the future effects of adopting this new
accounting standard will be on Triton's income and financial position.
2. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We adopted Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities" on January 1,
2001. In accordance with the transition provisions of SFAS 133, we recorded a
net-of-tax cumulative effect gain of $1.2 million to earnings to recognize the
ineffective portion of changes in fair value of hedging positions and the time
value component of option contracts. We also recorded a net-of-tax cumulative
effect gain of $2.9 million to comprehensive income to recognize the fair value
of the effective portion of all derivative instruments designated as cash flow
hedges.
Our oil sales are normally priced with reference to a defined benchmark, such as
West Texas Intermediate spot ("WTI") and Dated Brent. The price we actually
receive will vary from the benchmark depending on quality and location
differentials. As a matter of policy, from time to time we use financial market
transactions, including swaps, collars and options, or combinations of these,
with creditworthy counterparties to reduce risk associated with the pricing of
our oil sales. We may designate certain derivative transactions as cash flow
hedges based on the assessment of the expected effectiveness (as defined by SFAS
133) of the derivative transaction.
For financial and commodity market transactions in which we hedge the
variability of our cash flows associated with our forecasted crude oil sales,
the effective portion of changes in the fair value of the derivative instrument
will be reported in comprehensive income in the period changes in fair value
occur. These gains and losses will be recognized in earnings in the periods in
which the related hedged sale of crude oil occurs. All changes in the value of
derivative instruments not designated as hedges, the ineffective portion of
changes in fair value of hedging transactions and the time value component of
option contracts designated as hedges, will be recognized in earnings in the
period changes in fair value occur. There is no tax effect related to our
derivative activities.
At September 30, 2001, we had an unrealized gain of $.2 million in accumulated
other nonowner changes in shareholders' equity related to cash flow hedges that
will expire during the next six months as monthly settlements occur. At
September 30, 2001, we recorded an asset of $5.1 million and a liability of $.1
million for the fair value of our derivative instruments.
3. SEGMENT INFORMATION
Our operations are primarily related to crude oil and natural gas exploration
and production. Our principal properties, operations and oil and gas reserves
are located in Colombia, offshore Equatorial Guinea and offshore
Malaysia-Thailand. Financial information about our operations is presented
below:
<s> <c> <c> <c>
EQUATORIAL
COLOMBIA GUINEA TOTAL
-------- ---------- --------
THREE MONTHS ENDED SEPTEMBER 30, 2001:
Oil and gas sales $ 70,444 $ 43,167 $113,611
THREE MONTHS ENDED SEPTEMBER 30, 2000:
Oil and gas sales $ 94,559 $ --- $ 94,559
NINE MONTHS ENDED SEPTEMBER 30, 2001:
Oil and gas sales $ 220,359 $ 160,880 $381,239
NINE MONTHS ENDED SEPTEMBER 30, 2000:
Oil and gas sales $ 238,683 $ --- $238,683
4. COMPREHENSIVE INCOME
Comprehensive income, which includes net income and the effects of cash flow
hedges recorded directly in shareholders' equity, was $34.9 million for the
pre-acquisition period ended August 13, 2001 (225 days) and $6.4 million for the
post-acquisition period ended September 30, 2001 (48 days).
5. COMMITMENTS AND CONTINGENCIES
Our revised capital spending program for the year ending December 31, 2001, is
approximately $385 million, excluding capitalized interest and acquisitions, of
which approximately $318 million relates to exploration and development
activities in Equatorial Guinea, $39 million relates to exploration and
development activities in Colombia and $28 million relates to our exploration
activities in other parts of the world.
During the normal course of business, we are subject to the terms of various
operating agreements and capital commitments associated with the exploration and
development of our oil and gas properties. Management believes that such
commitments, including the capital requirements in Colombia, Equatorial Guinea
and other parts of the world as discussed previously, will be met without any
material adverse effect on our operations or consolidated financial condition.
See Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Requirements.
GUARANTEES
At September 30, 2001, we had guaranteed the performance of a total of $6.6
million in future exploration expenditures to be incurred in Greece through
2001. This commitment is backed primarily by an unsecured letter of credit.
LITIGATION
In July through October 1998, eight lawsuits were filed against Triton and
Thomas G. Finck and Peter Rugg, in their capacities as former officers of
Triton. The lawsuits were filed in the United States District Court for the
Eastern District of Texas, Texarkana Division, and have been consolidated and
are styled In re: Triton Energy Limited Securities Litigation. The consolidated
--------------------------------------------------
complaint alleges violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, in connection with
disclosures concerning our properties, operations, and value relating to a
prospective sale in 1998 of all or a substantial part of our assets. The
lawsuits seek recovery of an unspecified amount of compensatory damages, fees
and costs. Triton filed a motion to dismiss which was denied. Discovery is
pending. A motion for class certification is pending. We believe our disclosures
were accurate and intend to vigorously defend these actions, but can make no
assurance that the litigation will be resolved in our favor. An adverse result
could have a material adverse effect on our financial position or results of
operations.
In November 1999, a lawsuit was filed against us, one of our subsidiaries
and Thomas G. Finck and Peter Rugg, in their capacities as former officers of
Triton, in the District Court of the State of Texas for Dallas County. The
lawsuit is styled Aaron Sherman, et al. vs. Triton Energy Corporation et al.
and, as amended, alleges as causes of action fraud, negligent misrepresentation
and violations of the Texas securities fraud statutes in connection with our
1996 reorganization as a Cayman Islands corporation and disclosures concerning
our prospective sale of all or a substantial part of our assets announced in
March 1998. In their most recent filling, the plaintiffs asserted actual damages
of up to $10 million and sought punitive damages of up to $50 million. We have
filed various motions to dispose of the lawsuit on the grounds that the
plaintiffs do not have standing and have not plead causes of action cognizable
in law. The court has dismissed all claims of certain plaintiffs and some claims
of the remaining plaintiffs for failure to plead viable causes of action.
Motions to dismiss the remaining claims are currently pending. The suit has
been stayed until January 1, 2002.
An alleged subsidiary of Triton has been named a potentially responsible party
with respect to the Operating Industries Inc. (OII) Superfund Site in Los
Angeles County, California. The subsidiary's involvement with this site arises
out of the disposal of oilfield production wastes from its former Redondo Beach
Field operations from 1974 to 1982. Pursuant to the Eighth Partial Consent
Decree for the site, Triton has received a settlement offer from the United
States Environmental Protection Agency ("EPA") proposing to relieve this
subsidiary of further liability with respect to this site for approximately $5.6
million. Amerada Hess Corporation, the parent of Triton, previously advised
Triton's and the subsidiary's insurance underwriters of the EPA's proposal.
Prior to EPA's filing the Consent Decree, Amerada Hess Corporation accepted the
proposal and will continue to seek contributions from the underwriters.
In addition to the matters described above, we are also subject to litigation
that is incidental to our business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Please read the following discussion and analysis in conjunction with our
financial information and our condensed consolidated financial statements and
notes to those statements included in this report. The following information
contains forward-looking statements. For a discussion of limitations inherent in
forward-looking statements, see "Disclosure Regarding Forward-Looking
Information" below.
AMERADA HESS CORPORATION ACQUISITION
------------------------------------
On August 14, 2001, the Amerada Hess Corporation acquired 97.3% of Triton's
outstanding shares, including ordinary shares issued on conversion of 8%
preference shares of Triton owned by Hicks, Muse, Tate & Furst Incorporated, at
a price of $45 per share. The total purchase price was approximately $2.7
billion (net of cash acquired). Amerada Hess intends to effect a compulsory
acquisition of the remaining Ordinary Shares that it does not own as soon as
permitted by the laws of the Cayman Islands.
The acquisition of Triton has been accounted for as a purchase using the
accounting standards established in Statement of Financial Accounting Standards
Nos. 141, "Business Combinations," and 142, "Goodwill and Other Intangible
Assets." FAS 141 requires the use of the purchase method of accounting for
business combinations. FAS 142 requires that goodwill not be amortized.
Goodwill, however, must be reviewed for impairment at least annually.
Triton's unaudited condensed consolidated financial statements have been
prepared using the full cost method of accounting until the acquisition of
Triton. For the period subsequent to the acquisition, Triton adopted the
successful efforts method of accounting, which is the method used by Amerada
Hess Corporation, and applied "push-down" accounting to reflect the cost
of the acquisition in the unaudited condensed consolidated financial statements.
As a result, the unaudited consolidated results of operations for the 44-day and
225-day periods ended August 13, 2001, and the three and nine months ended
September 30, 2000, are based on the full cost method. The unaudited
consolidated results of operations for the period from August 14, 2001 through
September 30, 2001 are based on the successful efforts method. Consequently, the
pre-acquisition financial statements are not comparible to the post-acquisition
financial statements.
The unaudited consolidated balance sheet at September 30, 2001, reflects
all assets acquired and liabilities assumed as of the acquisition date at fair
market value. The excess of purchase price over fair value of net assets
acquired is reported as goodwill. The unaudited consolidated balance sheet at
December 31, 2000 is presented using Triton's historical cost basis.
LIQUIDITY AND CAPITAL REQUIREMENTS
----------------------------------
Cash and equivalents totaled $15.3 million at September 30, 2001, and
$136.4 million at December 31, 2000. The following summary table reflects our
cash flows for the nine months ended September 30, 2001 (in thousands):
<s> <c>
Net cash provided (used) by operating activities $ 157,671
Net cash provided (used) by investing activities $(318,639)
Net cash provided (used) by financing activities $ 40,265
Net Cash Provided (Used) by Operating Activities
------------------------------------------------
Our cash flows for the nine months ended September 30, 2001, benefited from
the commencement of crude oil sales in January 2001 from the Ceiba field
offshore Equatorial Guinea. Gross production from the Ceiba field averaged
37,000 barrels of oil per day ("BOPD") (26,000 BOPD net to us). Gross production
from the Cusiana and Cupiagua fields in Colombia averaged 299,000 BOPD (29,000
BOPD net to us) during the first nine months of 2001. The consolidated average
realized oil price was $23.96 per barrel.
Net Cash Provided (Used) by Investing Activities
------------------------------------------------------
Our capital expenditures and other capital investments were $318.7 million
for the nine months ended September 30, 2001, primarily for development of the
Ceiba field in Equatorial Guinea.
Net Cash Provided (Used) by Financing Activities
------------------------------------------------------
For the nine months ended September 30, 2001, we repaid borrowings of $4.6
million under a term credit facility and paid cash preference-share dividends
totaling $32.4 million. In conjunction with the acquisition of Triton by Amerada
Hess, Triton received $120.9 million from the issuance of ordinary shares
associated with tendered stock options. Subsequent to the acquisition, Triton
loaned $70.1 million to Amerada Hess.
Future Capital Needs
----------------------
Our revised capital spending program for the year ending December 31, 2001,
is approximately $385 million, excluding capitalized interest and acquisitions,
of which approximately $318 million relates to exploration and development
activities in Equatorial Guinea, $39 million relates to exploration and
development activities in Colombia and $28 million relates to our exploration
activities in other parts of the world.
We expect to fund remaining 2001 capital spending with cash flow from
operations, cash, and advances from Amerada Hess.
RESULTS OF OPERATIONS
---------------------
Sales volumes and average prices realized were as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2001 2000 2001 2000
-------- -------- -------- --------
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Sales volumes:
Oil (MBbls)
Equatorial Guinea 2,268 --- 7,812 ---
Colombia
Sales, excluding forward oil sale 2,629 3,076 8,076 8,285
Forward oil sale (MBbls delivered) --- --- --- 762
-------- -------- -------- --------
Total 4,897 3,076 15,888 9,047
======== ======== ======== ========
Gas - Colombia (MMcf) 148 126 404 346
Weighted average price realized:
Oil (per Bbl) (1) $ 23.16 $ 30.68 $ 23.96 $ 26.33
Gas (per Mcf) $ 1.36 $ 1.42 $ 1.47 $ 1.31
(1) Includes the effect of barrels delivered under the forward oil sale that
were recognized at $11.56 per barrel and settlements of derivative
instruments.
THREE MONTHS ENDED SEPTEMBER 30, 2001,
COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 2000
Oil and Gas Sales
--------------------
Consolidated oil and gas sales for the third-quarter 2001 totaled $113.6
million, a 20% increase from the third-quarter 2000, due to the startup of crude
oil sales from Equatorial Guinea in January 2001. Consolidated sales volumes
increased 59% in the third-quarter 2001 while oil prices decreased 25% compared
with the prior-year quarter.
Oil sales from the Ceiba field totaled $43.1 million in 2001. Gross
production from the Ceiba field averaged 30,500 BOPD (21,400 BOPD net to us).
We realized $19.02 per barrel during the third quarter.
Oil and gas sales from Colombia totaled $70.5 million in 2001 compared with
$94.6 million in the prior year. Gross production from the Cusiana and Cupiagua
fields was 282,000 BOPD (27,000 BOPD net to us) in 2001 compared with 331,000
BOPD (32,000 BOPD net to us) in 2000. We realized $26.73 per barrel in 2001 and
$30.68 per barrel in 2000.
Sales of our crude oil in both Colombia and Equatorial Guinea are
recognized when the crude oil is "lifted," or transferred to the buyer's tanker.
The number of liftings occurring on a quarter-to-quarter basis may fluctuate
based upon tanker availability and lifting schedules. As a result, we expect
that our revenues on a quarter-to-quarter basis will be subject to variation
depending on the timing of liftings of our production.
We have entered into financial and commodity market transactions intended
primarily to reduce risk associated with changing oil prices. Our oil sales
were $0.3 million less in 2001 and $2.5 million less in 2000 than if we had not
entered into those transactions. Looking forward, we have hedged the WTI and
Dated Brent price components on a portion of our 2001 and 2002 oil production.
See "Quantitative and Qualitative Disclosures about Market Risk" below.
Costs and Expenses
--------------------
Operating expenses increased $21.9 million to $36.1 million in 2001,
primarily due to the startup of crude oil sales from Equatorial Guinea in
January 2001. Equatorial Guinea's operating expenses were $20.7 million for
2001. Operating expenses in Colombia were $15.4 million in 2001 compared with
$14.2 million in 2000.
Exploration expense for the period August 14, 2001 to September 30, 2001,
included $5.5 million of dry hole cost for an exploration well in Gabon which
was plugged and abandoned in October 2001.
Depreciation, depletion and amortization increased primarily due to the
commencement of liftings from Equatorial Guinea. Depletion expense per
equivalent barrel during the period August 14, 2001 through September 30, 2001
under the successful efforts method with "push-down" accounting to reflect the
cost of acquisition was $8.76 in Equatorial Guinea and $8.39 in Colombia, and
depletion expense per equivalent barrel during July 1, 2001 through August 13,
2001 under the historical full cost method was $5.55 in Equatorial Guinea
and $4.89 in Colombia. Depletion expense per equivalent barrel in 2000 under
the full cost method was $4.21 in Colombia.
General and administrative expenses increased in 2001 compared with 2000
due to transaction costs of approximately $35 million associated with the
acquisition of Triton by Amerada Hess and greater personnel costs to support
Triton's growing operations.
In September 2000, the Company recorded an $18.7 million writedown related
to its operations in Greece. The company surrendered its interest in the
Aitoloakarnania lease onshore Greece to the government after drilling two dry
holes.
- ------
Interest Expense, Net
-----------------------
Gross interest expense increased $0.8 million to $10.2 million in 2001 as a
result of higher outstanding debt balances following the issuance of Triton's 8
7/8% Senior Notes due 2007 in the fourth quarter of 2000. Capitalized interest
was $4.2 million from August 14, 2001 through September 30, 2001, $1.9 million
from July 1, 2001 through August 13, 2001, and $7.3 million during the
third-quarter 2000.
Income Taxes
-------------
Current taxes associated with our Colombian operations were $11.6 million
in 2001 and $16.2 million in 2000. Deferred tax expense totaled $20.5 million in
2001 and $5.7 million in 2000. The increase in deferred tax expense resulted
from a reduction of our U.S. deferred tax asset by $19 million.
NINE MONTHS ENDED SEPTEMBER 30, 2001
COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2000
Oil and Gas Sales
--------------------
Consolidated oil and gas sales for 2001 totaled $381.2 million, a 60%
increase over 2000, due to the startup of crude oil sales from Equatorial Guinea
in January 2001. Consolidated sales volumes increased 76% in 2001 while oil
prices decreased 9% compared with 2000.
Oil sales from the Ceiba field totaled $160.9 million in 2001. Gross
production from the Ceiba field averaged 36,800 BOPD (25,800 BOPD net to us).
We realized $20.59 per barrel in 2001.
Oil and gas sales from Colombia totaled $220.4 million in 2001 compared
with $238.7 million in the prior year. Gross production from the Cusiana and
Cupiagua fields was 299,000 BOPD (29,000 BOPD net to us) in 2001 compared with
346,000 BOPD (33,000 BOPD net to us). We realized $27.22 per barrel in 2001 and
$26.33 per barrel in 2000.
We have entered into financial and commodity market transactions intended
primarily to reduce risk associated with changing oil prices. Our oil sales
were $0.9 million more in 2001 and $15.9 million less in 2000 than if we had not
entered into those transactions.
Costs and Expenses
--------------------
Operating expenses increased $51.2 million to $96.6 million in 2001,
primarily due to the startup of crude oil sales from Equatorial Guinea in
January 2001. Equatorial Guinea's operating expenses were $51.5 million for
2001. Operating expenses in Colombia were $45.1 million in 2001 compared with
$45.4 million in 2000.
Depreciation, depletion and amortization increased primarily due to the
commencement of liftings from Equatorial Guinea. Depletion expense per barrel
during August 14, 2001 through September 30, 2001 under the successful efforts
method with "push-down" accounting to reflect the cost of acquisition was $8.76
in Equatorial Guinea and $8.39 in Colombia, and depletion expense per barrel
during January 1, 2001 through August 13, 2001 under the historical full cost
method was $5.55 in Equatorial Guinea and $4.89 in Colombia. Depletion expense
per barrel in 2000 under the full cost method was $4.21 in Colombia.
General and administrative expenses increased in 2001 compared with 2000
due to transaction costs of approximately $35 million associated with the
acquisition of Triton by Amerada Hess and greater personnel costs to support
Triton's growing operations.
Interest Expense, Net
-----------------------
Gross interest expense increased $5 million to $33.1 million in 2001 as a
result of higher outstanding debt balances following the issuance of Triton's 8
7/8% Senior Notes due 2007 in the fourth quarter of 2000. Capitalized interest
was $4.2 million from August 14, 2001 through September 30, 2001, $10.3 million
from January 1, 2001 through August 13, 2001, and $17.2 million during 2000.
Income Taxes
-------------
Current taxes associated with our Colombian operations were $47.9 million
in 2001 and $36.2 million in 2000. Deferred tax expense totaled $33.1 million in
2001 and $9.7 million in 2000. The increase in deferred tax expense resulted
from a reduction of our U.S. deferred tax asset by $19 million.
Cumulative Effect of Accounting Change
------------------------------------------
We adopted Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities," on January 1,
2001. In accordance with the transition provision of SFAS 133, we recorded a
net-of-tax cumulative effect gain of $1.2 million, or $0.03 per diluted share,
to earnings to recognize the ineffective portion of changes in fair value of
hedging positions and the time value component of option contracts. We also
recorded a net-of-tax cumulative effect gain of $2.9 million to comprehensive
income to recognize the fair value of the effective portion of all derivative
instruments designated as cash flow hedges.
We adopted Securities and Exchange Commission Staff Accounting Bulletin
(SAB) 101, "Revenue Recognition in Financial Statements," effective January 1,
2000, which requires us to record oil revenue on each sale, or tanker lifting,
and our oil inventories at cost, rather than at market value as in the past.
The cumulative effect of this change for periods prior to January 1, 2000, was a
reduction in net earnings of $1.3 million, or $0.02 per diluted share.
Recent Accounting Pronouncement
---------------------------------
The Financial Accounting Standards Board recently issued FAS No. 143,
Accounting for Asset Retirement Obligations. This statement significantly
changes the method of accruing for costs associated with the retirement of fixed
assets, such as certain oil and gas production facilities, for which a legal
retirement obligation exists. This standard becomes effective in 2003.
We have not yet determined what the future effects of adopting this new
accounting standard will be on Triton's income and financial position.
DISCLOSURE REGARDINGFORWARD-LOOKING INFORMATION
-----------------------------------------------
Some statements in this report and the documents we refer you to, may be
deemed to be "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934
and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning Triton's and management's plans,
objectives, expectations, goals, budgets, strategies and future operations and
performance and the assumptions underlying these forward-looking statements.
We base these statements on our then current expectations. These statements
involve a number of risks and uncertainties. Actual results and developments
could differ materially from those expressed in or implied by these statements.
You should not put undue reliance on any forward-looking statements. We do not
undertake to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our oil sales are normally priced with reference to a defined benchmark,
such as WTI spot and Dated Brent. The price we actually receive will vary from
the benchmark depending on quality and location differentials. As a matter of
policy, from time to time, we use financial market transactions with
creditworthy counterparties to reduce risk associated with the pricing of our
oil sales. The policy is structured to underpin our planned revenues and
results of operations. We cannot assure you that our use of financial market
transactions will not result in losses. We do not enter into financial market
transactions for trading purposes.
We have entered into derivative contracts for 1.2 million barrels of oil
production during the period from October to March 2002 using WTI-based
oil-price collars to establish a weighted average floor price of $25.38 per
barrel and a ceiling price of $28.32 per barrel, and 600,000 barrels of oil
production using Dated Brent-based oil-price collars to establish a weighted
average floor price of $25.13 per barrel and a ceiling price of $27.79 per
barrel. In addition, we have entered into contracts for 600,000 barrels of oil
production using WTI-based oil-price swaps and 150,000 barrels of oil production
using Dated Brent-based oil-price swaps to establish weighted average fixed
prices of $26.19 per barrel for WTI and $24.02 for Dated Brent during the period
from October to December 2001.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following documents are filed as part of this Quarterly
Report on Form 10-Q:
1. Exhibits required to be filed by Item 601 of Regulation S-K. (Where the
amount of securities authorized to be issued under any of Triton Energy
Limited's and any of its subsidiaries' long-term debt agreements does not exceed
10% of the Company's assets, pursuant to paragraph (b)(4) of Item 601 of
Regulation S-K, in lieu of filing such as exhibits, the Company hereby agrees to
furnish to the Commission upon request a copy of any agreement with respect to
such long-term debt.)
<s> <c>
3.1 Memorandum of Association (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No 333-08005) and incorporated herein by
reference)
3.2 Articles of Association (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (No 333-08005) and incorporated herein by
reference)
4.1 Specimen Share Certificate of Ordinary Shares, $.01 par value, of the Company
(previously filed as an exhibit to the Company's Registration Statement on Form 8-A
dated March 25, 1996, and incorporated herein by reference)
4.2 Unanimous Written Consent of the Board of Directors authorizing the Company's 8%
Convertible Preference Shares (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, and
incorporated herein by reference.)
4.3 Rights Agreement dated as of March 25, 1996, between Triton and The Chase
Manhattan Bank, as Rights Agent, including, as Exhibit A thereto, Resolutions
establishing the Junior Preference Shares (previously filed as an exhibit to the
Company's Registration Statement on Form S-3 (No 333-08005) and incorporated herein
by reference)
4.4 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between Triton
Energy Limited and The Chase Manhattan Bank, as Rights Agent (previously filed as an
exhibit to the Company's Registration Statement on Form 8-A/A (Amendment No. 1)
dated August 14, 1996, and incorporated herein by reference)
4.5 Amendment No. 2 to Rights Agreement dated as of August 30, 1998, between Triton
Energy Limited and The Chase Manhattan Bank, as Rights Agent (previously filed
as an exhibit to the Company's Registration Statement on Form 8-A/A (Amendment No.
2) dated October 2, 1998, and incorporated herein by reference)
4.6 Amendment No. 3 to Rights Agreement dated as of January 5, 1999, between Triton
Energy Limited and The Chase Manhattan Bank, as Rights Agent (previously filed
as an exhibit to the Company's Registration Statement on Form 8-A/A (Amendment No.
3) dated January 31, 1999, and incorporated herein by reference)
4.7 Amendment No. 4 to Rights Agreement dated as of July 9, 2001, between Triton
Energy Limited and Mellon Investor Services, Inc. (as successor to The Chase Manhattan
Bank), as Rights Agent (previously filed as an exhibit to the Company's Current Report
on Form 8-K filed on July 11, 2001, and incorporated herein by reference)
10.1 Amended and Restated Retirement Income Plan (previously filed as an exhibit
to Triton Energy Corporation's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993, and incorporated by reference)
10.2 Amendment to the Retirement Income Plan dated August 1, 1998. (previously filed
as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, and incorporated herein by reference.)
10.3 Amendment to Amended and Restated Retirement Income Plan dated
December 31, 1996 (previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998, and incorporated herein by
reference)
10.4 Amended and Restated Supplemental Executive Retirement Income Plan. (previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, and incorporated herein by reference.)
10.5 Second Amended and Restated 1992 Stock Option Plan.(previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, and incorporated herein by reference.)
10.6 Form of Amended and Restated Employment Agreement with Triton Energy Limited
and certain officers, including Messrs. Dunlevy, Garrett and Maxted, as amended and
restated June 28, 2000 (previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated
herein by reference.)
10.7 Amended and Restated Employment Agreement among Triton Energy Limited,
Triton Exploration Services, Inc. and A. E. Turner III (previously filed as an exhibit to
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1998, and incorporated herein by reference.)
10.8 Amended and Restated 1985 Restricted Stock Plan. (previously filed as an exhibit
to Triton Energy Corporation's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993, and incorporated herein by reference.)
10.9 First Amendment to Amended and Restated 1985 Restricted Stock Plan. (previously
filed as an exhibit to Triton Energy Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein by reference.)
10.10 Second Amendment to Amended and Restated 1985 Restricted Stock Plan. (previously
filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, and incorporated herein by reference.)
10.11 Executive Life Insurance Plan. (previously filed as an exhibit to Triton Energy
Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1991,
and incorporated herein by reference.)
10.12 Long-Term Disability Income Plan. (previously filed as an exhibit to Triton Energy
Corporation's Annual Report on Form 10-K for the fiscal year ended May 31, 1991,
and incorporated herein by reference.)
10.13 Amended and Restated Retirement Plan for Directors. (previously filed as an exhibit
to Triton Energy Corporation's Annual Report on Form 10-K for the fiscal year ended
May 31, 1990, and incorporated herein by reference.)
10.14 Contract for Exploration and Exploitation for Santiago de Atalayas I with an effective
date of July 1, 1982, between Triton Colombia, Inc., and Empresa Colombiana
De Petroleos. (previously filed as an exhibit to Triton Energy Corporation's Annual
Report on Form 10-K for the fiscal year ended May 31, 1990, and incorporated
herein by reference.)
10.15 Contract for Exploration and Exploitation for Tauramena with an effective date of July
4, 1988, between Triton Colombia, Inc., and Empresa Colombiana De Petroleos.
(previously filed as an exhibit to Triton Energy Corporation's Annual Report on Form
10-K for the fiscal year ended May 31, 1990, and incorporated herein by reference.)
10.16 Summary of Assignment legalized by Public Instrument No. 1255 dated September 15,
1987 (Assignment is in Spanish language). (previously filed as an exhibit to Triton
Energy Corporation's Annual Report on Form 10-K for the fiscal year ended May 31,
1993, and incorporated herein by reference.)
10.17 Summary of Assignment legalized by Public Instrument No. 1602 dated June 11, 1990
(Assignment is in Spanish language). (previously filed as an exhibit to Triton
Energy Corporation's Annual Report on Form 10-K for the fiscal year ended May 31,
1993, and incorporated herein by reference.)
10.18 Summary of Assignment legalized by Public Instrument No. 2586 dated September 9,
1992 (Assignment is in Spanish language). (previously filed as an exhibit to Triton
Energy Corporation's Annual Report on Form 10-K for the fiscal year ended May 31,
1993, and incorporated herein by reference.)
10.19 Triton Exploration Services, Inc. 401(K) Savings Plan, as amended and restated
June 1, 2000. (previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by
reference.)
10.20 Contract between Malaysia-Thailand Joint Authority and Petronas Carigali
SDN.BHD. and Triton Oil Company of Thailand relating to Exploration and Production
of Petroleum for Malaysia-Thailand Joint Development Area Block A-18. (previously
filed as an exhibit to Triton Energy Corporation's Current Report on Form 8-K dated
April 21, 1994, and incorporated herein by reference.)
10.21 Form of Indemnity Agreement entered into with each director and officer of the
Company. (previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998, and incorporated herein by reference)
10.22 Description of Performance Goals for Executive Bonus Compensation. (previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by reference)
10.23 Amended and Restated 1997 Share Compensation Plan. (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, and incorporated herein by reference)
10.24 First Amendment to Amended and Restated Retirement Plan for Directors. (previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, and incorporated herein by reference)
10.25 First Amendment to Second Amended and Restated 1992 Stock Option Plan. (previously
filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, and incorporated herein by reference)
10.26 Second Amendment to Second Amended and Restated 1992 Stock Option Plan.
(previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, and incorporated herein by reference)
10.27 Amended and Restated Indenture dated July 25, 1997, between Triton Energy
Limited and The Chase Manhattan Bank. (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference)
10.28 Amended and Restated Second Supplemental Indenture dated July 25, 1997,
between Triton Energy Limited and The Chase Manhattan Bank relating
to the 9 1/4% Senior Notes due 2005. (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference)
10.29 Indenture, dated October 4, 2000, between the Company and The Chase Manhattan
Bank, governing the Company's outstanding 8 7/8% Senior Notes Due 2007 (previously
filed as an exhibit to the Company's Registration Statement on Form S-4 (No. 333-
48584), and incorporated herein by reference.)
10.30 Shareholders Agreement dated August 3, 1998, among Triton Energy Limited, Triton
Asia Holdings, Inc., Atlantic Richfield Company, and ARCO JDA Limited.
(previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, and incorporated herein by reference)
10.31 Stock Purchase Agreement dated as of August 31, 1998, between Triton Energy
Limited and HM4 Triton, L.P. (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, and
incorporated herein by reference)
10.32 Shareholders Agreement dated as of September 30, 1998, between Triton Energy
Limited and HM4 Triton, L.P. (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, and
incorporated herein by reference)
10.33 Financial Advisory Agreement dated as of September 30, 1998, between Triton Energy
Limited and Hicks, Muse & Co. Partners, L.P. (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998,
and incorporated herein by reference)
10.34 Monitoring and Oversight Agreement dated as of September 30, 1998, between Triton
Energy Limited and Hicks, Muse & Co. Partners, L.P. (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1998, and incorporated herein by reference)
10.35 Third Amendment to Amended and Restated 1985 Restricted Stock Plan (previously
filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, and incorporated herein by reference)
10.36 Amendment to Triton Exploration Services, Inc. Retirement Income Plan. (previously
filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, and incorporated herein by reference)
10.37 Amendment to the Triton Exploration Services, Inc. Supplemental Executive
Retirement Plan. (previously filed as an exhibit to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999, and incorporated herein by
reference)
10.38 Third Amendment to the Second Amended and Restated 1992 Stock Option Plan
(previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, and incorporated herein by reference)
10.39 First Amendment to the Amended and Restated 1997 Share Compensation Plan
(previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, and incorporated herein by reference)
10.40 Amendment dated May 11, 1999, to Amended and Restated Employment Agreement
dated July 15, 1998 among Triton Exploration Services, Inc., Triton Energy Limited
and A.E. Turner, III (previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, and incorporated herein by
reference)
10.41 Second Amendment to Retirement Plan for Directors. (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
and incorporated herein by reference)
10.42 Amendment No. 1 to Shareholders Agreement between Triton Energy Limited
and HM4 Triton, L.P. (previously filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999, and incorporated herein by
reference)
10.43 Supplemental Letter Agreement dated October 28, 1999, among Triton Energy
Limited, Triton Asia Holdings, Inc., Atlantic Richfield Company, and ARCO JDA
Limited (previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999, and incorporated herein by reference)
10.44 Gas Sales Agreement dated October 30, 1999 among the Malaysia-Thailand Joint
Authority, and Petronas Carigali (JDA) SDN.BHD., Triton Oil Company of Thailand,
Triton Oil Company of Thailand (JDA) Limited, as Sellers, and with Petroleum
Authority of Thailand and Petroliam Nasional Berhad, as Buyers. (previously filed
as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, and incorporated herein by reference)
10.45 Form of Stock Option Agreement between Triton Energy Limited and its
non-employee directors (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference)
10.46 Form of Stock Option Agreement between Triton Energy Limited and its employees,
including its executive officers (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference)
10.47 Amendment to Stock Options dated as of January 3, 2000, between Triton Energy
Limited and A.E. Turner. (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference.)
10.48 Form of Amendment to Stock Options dated as of January 3, 2000, between Triton
Energy Limited and its non-employee directors. (previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, and incorporated herein by reference.)
10.49 Production Sharing Contract between the Republic of Equatorial Guinea
and Triton Equatorial Guinea, Inc. for Block F. (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, and incorporated herein by reference.)
10.50 Production Sharing Contract between the Republic of Equatorial Guinea and Triton
Equatorial Guinea, Inc. for Block G. (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference.)
10.51 Supplementary Contract (No. 1) to the Production Sharing Contract for Block A-18
dated 21 April 1994 between Malaysia-Thailand Joint Authority and Petronas
Carigali (JDA) SDN.BHD., Triton Oil Company of Thailand and Triton Oil Company
of Thailand (JDA) Limited. (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference.)
10.52 Supplementary Contract (No. 2) to the Production Sharing Contract for Block A-18
dated 21 April 1994 between Malaysia-Thailand Joint Authority and Petronas Carigali
(JDA) SDN.BHD., Triton Oil Company of Thailand and Triton Oil Company of
Thailand (JDA) Limited. (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and
incorporated herein by reference.)
10.53 Credit Agreement dated as of February 29, 2000, among Triton Energy Limited,
the Lenders party thereto and The Chase Manhattan bank, as Administrative Agent
(previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, and incorporated herein by
reference)
10.54 Share Purchase Agreement dated as of May 8, 2000 between Triton International
Petroleum, Inc. and The Strategic Transaction Company. (previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, and incorporated herein by reference.)
10.55 Amendment Agreement to Credit Agreement dated as of September 25, 2000, among
Triton Energy Limited, the Lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent. (previously filed as an exhibit to the Company's Registration
Statement on Form S-4 (No. 333-48584), and incorporated herein by reference.)
10.56 Triton Energy Limited 2000 Broad Based Share Compensation Plan. (previously filed
as an exhibit to the Company's Registration Statement on Form S-4 (No. 333-48584),
and incorporated herein by reference.)
10.57 First Amendment to the Production Sharing Contract between the Republic of Equatorial
Guinea and Triton Equatorial Guinea, Inc. for Block F. (previously filed as an exhibit to
the Company's Registration Statement on Form S-4 (No. 333-48584), and incorporated
herein by reference.)
10.58 Assignment of State Participating Interest in the Production Sharing Contract for Block
F, Offshore Republic of Republic of Equatorial Guinea. (previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, and incorporated herein by reference.)
10.59 First Amendment to the Production Sharing Contract between the Republic of Equatorial
Guinea and Triton Equatorial Guinea, Inc. for Block G. (previously filed as an exhibit to
the Company's Registration Statement on Form S-4 (No. 333-48584), and incorporated
herein by reference.)
10.60 Assignment of State Participating Interest in the Production Sharing Contract for Block
G, Offshore Republic of Republic of Equatorial Guinea. (previously filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, and incorporated herein by reference.)
10.61 Second Amendment to the Amended and Restated 1997 Share Compensation Plan.
(previously filed as an exhibit to the Company's Registration Statement on Form S-4
(No. 333-48584), and incorporated herein by reference.)
10.62 Form of Amendment dated December 19, 2000 to Amended and Restated
Employment Agreement with Triton Energy Limited and Messrs. Dunlevy and
Maxted (previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000, and incorporated herein by reference.)
10.63 Employment Agreement among Triton Energy Limited, Triton Exploration
Services, Inc. and James C. Musselman (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2000, and incorporated herein by reference.)
10.64 Acquisition Agreement, dated July 9, 2001, by and among Amerada Hess Corporation,
Amerada Hess (Cayman) Limited and Triton Energy Limited (previously filed as an
exhibit to the Company's Current Report on Form 8-K filed on July 11, 2001, and
incorporated herein by reference)
10.65 Principal Shareholders Agreement, dated July 9, 2001, by and among Amerada Hess
Corporation, Amerada Hess(Cayman) Limited, Triton Energy Limited and the other
Shareholders of Triton Energy Limited listed on Exhibit A thereto. (previously filed as
an exhibit to the Company's Current Report on Form 8-K filed on July 11, 2001, and
incorporated herein by reference)
10.66 Amendment No. 2 to Shareholders Agreement, dated July 9, 2001, by and between
Triton Energy Limited and HM4 Triton, L.P. (previously filed as an exhibit to the
Company's Current Report on Form 8-K filed on July 11, 2001, and incorporated
herein by reference)
10.67 Triton Energy Limited 2001 Share Incentive Plan
10.68 Third Amendment to the Amended and Restated 1997 Share Compensation Plan
10.69 First Amendment to Credit Agreement dated as of February 29, 2000, among Triton
Energy Limited, the Lenders party thereto and The Chase Manhattan bank, as
Administrative Agent
10.70* Second amendment to Employment Agreement among Triton Exploration Services,
Inc., Brian F. Maxted and Triton Energy Limited , dated September 2001.
12.1* Computation of Ratio of Earnings to Fixed Charges.
12.2* Computation of Ratio of Earnings to Combined Fixed Charges and Preference
Dividends.
99.1 Rio Chitamena Association Contract. (previously filed as an exhibit to Triton Energy
Corporation's Current Report on Form 8-K/A dated July 15, 1994, and incorporated
herein by reference)
99.2 Rio Chitamena Purchase and Sale Agreement. (previously filed as an exhibit to Triton
Energy Corporation's Current Report on Form 8-K/A dated July 15, 1994, and
incorporated herein by reference)
99.3 Integral Plan - Cusiana Oil Structure. (previously filed as an exhibit to Triton Energy
Corporation's Current Report on Form 8-K/A dated July 15, 1994, and incorporated
herein by reference)
99.4 Letter Agreements with co-investor in Colombia. (previously filed as an exhibit to
Triton Energy Corporation's Current Report on Form 8-K/A dated July 15, 1994, and
incorporated herein by reference)
99.5 Amended and Restated Oleoducto Central S.A. Agreement dated as of March 31,
1995. (previously filed as an exhibit to Triton Energy Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995, and incorporated herein by
reference)
* Filed herewith
(b) Reports on Form 8-K
Form 8-K filed on July 17, 2001 furnishing information under Item 9.
Form 8-K filed on August 17, 2001 furnishing information under Item 1.
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.
TRITON ENERGY LIMITED
By:/s/W. Greg Dunlevy
------------------------
W. Greg Dunlevy
Senior Vice President,
Finance, Administration,
Commercial
Date: November 12, 2001