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 MARCH 31, 1997
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, MARY 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 April 30, 1997
- ------------------------------------------ ------------------------------
Ordinary Shares, par value $0.01 per share 36,393,846
- ------------------------------------------ ------------------------------
TRITON ENERGY LIMITED AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Condensed Consolidated Statements of Operations -
Three months ended March 31, 1997 and 1996 2
Condensed Consolidated Balance Sheets -
March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 1997 and 1996 4
Condensed Consolidated Statement of Shareholders' Equity -
Three months ended March 31, 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1997 1996
-------- --------
SALES AND OTHER OPERATING REVENUES:
Oil and gas sales $33,759 $31,599
Other operating revenues --- 4,182
-------- --------
33,759 35,781
-------- --------
COSTS AND EXPENSES:
Operating 11,221 9,541
General and administrative 5,704 7,684
Depreciation, depletion and amortization 7,443 6,401
-------- --------
24,368 23,626
-------- --------
OPERATING INCOME 9,391 12,155
Interest income 905 1,834
Interest expense (5,026) (5,698)
Other income (expense), net (857) 3,753
-------- --------
(4,978) (111)
-------- --------
EARNINGS BEFORE INCOME TAXES 4,413 12,044
Income tax expense 927 693
-------- --------
NET EARNINGS 3,486 11,351
Dividends on preference shares 213 772
-------- --------
EARNINGS APPLICABLE TO ORDINARY SHARES $ 3,273 $10,579
-------- --------
Average ordinary and equivalent shares outstanding 37,102 36,623
-------- --------
EARNINGS PER ORDINARY SHARE $ 0.09 $ 0.29
-------- --------
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS MARCH 31, DECEMBER 31,
1997 1996
------------ --------------
(Unaudited)
Current assets:
Cash and equivalents $ 88,609 $ 11,048
Short-term marketable securities 785 3,866
Trade receivables, net 7,989 11,526
Other receivables 44,578 49,000
Inventories, prepaid expenses and other 6,594 8,920
------------ --------------
Total current assets 148,555 84,360
Property and equipment, at cost, less accumulated depreciation and
depletion of $102,866 and $96,421, respectively 714,750 676,833
Investments and other assets 155,177 153,331
------------ --------------
$ 1,018,482 $ 914,524
------------ --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current maturities of long-term debt $ 91,483 $ 199,552
Accounts payable and accrued liabilities 36,659 38,545
Deferred income 35,254 28,466
------------ --------------
Total current liabilities 163,396 266,563
Long-term debt, excluding current maturities 427,268 217,078
Deferred income taxes 46,440 45,431
Deferred income and other 76,094 84,808
Convertible debentures due to employees --- ---
Shareholders' equity:
Preference shares 8,513 8,515
Ordinary shares, par value $0.01 364 363
Additional paid-in capital 584,058 582,581
Accumulated deficit (285,199) (288,685)
Other (2,450) (2,128)
------------ --------------
305,286 300,646
Less cost of ordinary shares in treasury 2 2
------------ --------------
Total shareholders' equity 305,284 300,644
Commitments and contingencies (note 5) --- ---
------------ --------------
$ 1,018,482 $ 914,524
------------ --------------
The Company uses the full cost method to account for its oil and gas producing
activities.
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
1997 1996
--------- ---------
Cash flows from operating activities:
Net earnings $ 3,486 $ 11,351
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation, depletion and amortization 7,443 6,401
Amortization of debt discount 5,026 5,698
Amortization of unearned revenue (2,026) (2,026)
Gain on sale of assets --- (4,150)
Deferred income taxes and other 1,914 (3,258)
Changes in working capital pertaining to operating activities 7,431 3,158
--------- ---------
Net cash provided by operating activities 23,274 17,174
--------- ---------
Cash flows from investing activities:
Capital expenditures and investments (46,613) (54,946)
Proceeds from sales of marketable securities 2,000 18,008
Proceeds from sales of assets --- 25,475
Other 1,100 (1,743)
--------- ---------
Net cash used by investing activities (43,513) (13,206)
--------- ---------
Cash flows from financing activities:
Short-term borrowings, net 10,000 ---
Proceeds from long-term debt 94,800 43,601
Payments on long-term debt (8,514) (48,959)
Issuance of ordinary shares 1,342 2,013
Other (190) (1,119)
--------- ---------
Net cash provided (used) by financing activities 97,438 (4,464)
--------- ---------
Effect of exchange rate changes on cash and equivalents 362 (73)
--------- ---------
Net increase (decrease) in cash and equivalents 77,561 (569)
Cash and equivalents at beginning of period 11,048 49,050
--------- ---------
Cash and equivalents at end of period $ 88,609 $ 48,481
--------- ---------
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS)
(UNAUDITED)
ADDITIONAL
PREFERENCE ORDINARY PAID-IN ACCUMULATED TREASURY
SHARES SHARES CAPITAL DEFICIT OTHER SHARES
------------ --------- ------------ ------------- -------- ----------
Balance at
December 31, 1996 $ 8,515 $ 363 $ 582,581 $ (288,685) $(2,128) $ (2)
Net earnings --- --- --- 3,486 --- ---
Dividends on preference shares --- --- (213) --- --- ---
Conversion of preference shares (2) --- 2 --- --- ---
Exercise of employee stock
options and debentures --- 1 714 --- --- ---
Other --- --- 974 --- (322) ---
------------ --------- ------------ ------------- -------- ----------
Balance at March 31, 1997 $ 8,513 $ 364 $ 584,058 $ (285,199) $(2,450) $ (2)
------------ --------- ------------ ------------- -------- ----------
TOTAL
SHAREHOLDERS'
EQUITY
---------------
Balance at
December 31, 1996 $ 300,644
Net earnings 3,486
Dividends on preference shares sharesres (213)
Conversion of preference shares ---
Exercise of employee stock
options and debentures 715
Other 652
---------------
Balance at March 31, 1997 $ 305,284
---------------
See accompanying Notes to Condensed Consolidated Financial Statements.
TRITON ENERGY LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL
Triton Energy Limited ("Triton") is an international oil and gas exploration
company primarily engaged in exploration and production through subsidiaries
and affiliates. The term "Company" when used herein means Triton and its
subsidiaries and other affiliates through which the Company conducts its
business. The Company's principal properties, operations and oil and gas
reserves are located in Colombia and Malaysia-Thailand. All sales are
currently derived from oil and gas production in Colombia. The Company also
has oil and gas interests in other Latin American, African, Asian and European
countries.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements of the Company contain all adjustments of a
normal recurring nature necessary to present fairly the Company's financial
position as of March 31, 1997, and the results of its operations and cash
flows for the three months ended March 31, 1997 and 1996, and shareholders'
equity for the three months ended March 31, 1997. The results of operations
for the three months ended March 31, 1997, is not necessarily indicative of
the final results to be expected for the full year.
The condensed consolidated financial statements should be read in conjunction
with the Notes to Consolidated Financial Statements, which are included as
part of the Company's Annual Report on Form 10-K for the year ended December
31, 1996.
Certain other previously reported financial information has been reclassified
to conform to the current period's presentation.
2. ASSET DISPOSITIONS
In March 1996, the Company sold its royalty interests in U.S. properties for
$23.8 million based on an effective date of January 1, 1996. The Company
recorded the resulting gain of $4.1 million in other operating revenues.
3. PETROLEUM PRICE RISK MANAGEMENT
Oil sold by the Company is normally priced with reference to a defined
benchmark, such as light sweet crude oil traded on the New York Mercantile
Exchange. Actual prices received vary from the benchmark depending on quality
and location differentials. It is the Company's policy to use financial
market transactions with creditworthy counterparties from time to time,
primarily to reduce risk associated with the pricing of a portion of the oil
that it sells. The policy is structured to underpin the Company's planned
revenues and results of operations. The Company may also enter into financial
market transactions to benefit from its assessment of the future prices of its
production relative to other benchmark prices. There can be no assurance that
the use of financial market transactions will not result in losses.
With respect to the sale of oil to be produced by the Company, the Company has
used a combination of swaps, options and collars to establish a minimum
weighted average West Texas Intermediate ("WTI") benchmark price of $19 per
barrel for an aggregate of 750,000 barrels of production during the period
from April through December 1997. As a result, to the extent WTI prices
exceed the minimum WTI benchmark price during each month within the period,
the Company will be able to sell its production at the higher market price,
and to the extent that WTI prices are below the minimum WTI benchmark price,
the Company will be able to realize prices related to the minimum WTI
benchmark price on its hedged production.
In anticipation of entering into a forward oil sale, the Company purchased WTI
benchmark call options to retain the ability to benefit from future WTI price
increases above a weighted average price of $20.42 per barrel. The volumes
and expiration dates on the call options coincide with the volumes and
delivery dates of the forward oil sale, which has delivery terms of 58,425
barrels per month through March 1997 and 254,136 barrels per month from April
1997 through March 2000. During the three months ended March 31, 1997 and
1996, the Company recorded an unrealized loss of $3.3 million and an
unrealized gain of $2.1 million, respectively, in Other income (expense), net
related to the change in the fair market value of the call options. Future
fluctuations in the fair market value of the call options will continue to
affect other income as noncash adjustments.
During the three months ended March 31, 1997, markets provided the Company the
opportunity to realize WTI benchmark oil prices on average $3.99 per barrel
above the WTI benchmark oil price the Company set as part of its 1997 annual
plan. As a result of financial and commodity market transactions settled
during the three months ended March 31, 1997, the Company's risk management
program resulted in an average net realization of approximately $.32 per
barrel lower than if the Company had not entered into such transactions.
4. DEBT
During the three months ended March 31, 1997, the Company borrowed $90.8
million, net under a $125 million unsecured bank revolving credit facility.
At March 31, 1997, the Company had outstanding borrowings under the facility
of $71.8 million classified as a current liability and $30 million classified
as a long-term liability.
On April 10, 1997, the Company issued $400 million aggregate face value of
senior indebtedness to refinance through redemption and/or tender offer the
Senior Subordinated Discount Notes due November 1, 1997 ("1997 Notes") and the
9 3/4% Senior Subordinated Discount Notes due December 15, 2000 ("9 3/4%
Notes"), and to repay a portion of the indebtedness outstanding under the
Company's revolving credit facility. As a result, the 1997 Notes, which were
classified as a current liability at December 31, 1996, were classified as
long-term at March 31, 1997. (See note 8.)
5. COMMITMENTS AND CONTINGENCIES
Development of the Cusiana and Cupiagua fields ("the Fields") in Colombia,
including drilling and construction of additional production facilities, will
require further capital outlays. Further exploration and development
activities on Block A-18 in the Malaysia-Thailand Joint Development Area, as
well as exploratory drilling in other countries, also will require substantial
capital outlays. The Company's capital budget for the year ending December
31, 1997, is approximately $310 million, excluding capitalized interest, of
which approximately $150 million relates to the Fields and capital
contributions to Oleoducto Central S.A. ("OCENSA"), $95 million relates to
Block A-18, and $65 million relates to the Company's exploration and drilling
program in other parts of the world. The Company assisted OCENSA in raising
one tranche of debt totaling $65 million in 1996 and may assist OCENSA in
raising up to $25 million of additional debt in 1997. Capital requirements for
exploration and development relating to Block A-18 are expected to increase
significantly into 1998. In addition, because development of Block A-18 will
not commence until the heads of agreement for a definitive gas-sales contract
is signed, a portion of the capital expenditures relating to Block A-18
budgeted for 1997 will not be spent until 1998.
The Company expects to meet capital needs in the future with a combination of
some or all of the following: the Company's revolving credit facility, cash
flow from its Colombian operations (including additional proceeds from the
1995 forward oil sale), cash and marketable securities, asset sales, and the
issuance of debt and equity securities. As of March 31, 1997, the revolving
credit facility permitted the Company to incur total indebtedness of up to
approximately $640 million. Availability under the credit facility may be
more in the future under certain circumstances.
GUARANTEES
At March 31, 1997, the Company had guaranteed loans of approximately $4.5
million for a Colombian pipeline company in which the Company has an ownership
interest and guaranteed performance of $4 million in future exploration
expenditures in various countries. These commitments are backed primarily by
unsecured letters of credit and bank guarantees.
LITIGATION
The Company is subject to litigation that is incidental to its business, none
of which is expected to have a material adverse effect on the Company's
operations or consolidated financial condition.
6. TRITON ENERGY CORPORATION FINANCIAL INFORMATION
Following a reorganization in March 1996, whereby Triton became the parent
holding company of Triton Energy Corporation ("TEC"), TEC ceased filing
periodic reports with the Securities and Exchange Commission. TEC is the
issuer of the 1997 Notes and 9 3/4% Notes, with Triton being the guarantor,
and is co-obligor with Triton on a joint and several basis under the senior
notes issued in April 1997. The Company has not presented separate financial
statements and other disclosures concerning TEC because management has
determined that such information is not material to debt security holders.
The following table sets forth certain summarized financial information of TEC
and its subsidiaries (in thousands):
MARCH 31, DECEMBER 31,
1997 1996
---------- -------------
Current assets $ 136,640 $ 69,783
Noncurrent assets 991,197 946,592
---------- -------------
Total $1,127,837 $ 1,016,375
---------- -------------
Current liabilities $ 147,685 $ 247,811
Noncurrent liabilities 582,952 379,294
Stockholders' equity 397,200 389,270
---------- -------------
Total $1,127,837 $ 1,016,375
---------- -------------
THREE MONTHS ENDED
MARCH 31,
------------------------------
1997 1996
-------------------- --------
Sales and other operating revenues $ 31,627 $35,781
Costs and expenses 19,360 23,626
-------------------- --------
Operating income 12,267 12,155
Other income (expense), net (2,421) (111)
-------------------- --------
Earnings before income taxes 9,846 12,044
Income tax expense 1,918 693
-------------------- --------
Net earnings $ 7,928 $11,351
-------------------- --------
7. CERTAIN FACTORS THAT COULD AFFECT FUTURE OPERATIONS
Certain statements in this report, including statements of the Company's and
management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and these Notes to Condensed Consolidated
Financial Statements, are forward-looking statements, as defined in Section
21D of the Securities Exchange Act of 1934, that are dependent on certain
events, risks and uncertainties that may be outside the Company's control.
These forward-looking statements include statements of management's plans and
objectives for the Company's future operations and statements of future
economic performance; information regarding drilling schedules, expected or
planned production or transportation capacity, the future construction or
upgrades of pipelines (including costs), when the Cusiana and Cupiagua fields
might become self-financing, future production of the Cusiana and Cupiagua
fields, the negotiation of a heads of agreement to a gas-sales contract and a
gas-sales contract and commencement of production in Malaysia-Thailand, the
Company's capital budget and future capital requirements, the Company's
meeting its future capital needs, the amount by which production from the
Cusiana and Cupiagua fields may increase or when such increased production may
commence, the Company's realization of its deferred tax asset, the level of
future expenditures for environmental costs, the outcome of regulatory and
litigation matters, and proven oil and gas reserves and discounted future net
cash flows therefrom; and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a
number of factors, including those described in the context of such
forward-looking statements, as well as those presented below.
CERTAIN FACTORS RELATING TO THE OIL AND GAS INDUSTRY
The Company's strategy is to focus its exploration activities on what the
Company believes are relatively high-potential prospects. No assurance can be
given that these prospects contain significant oil and gas reserves or that
the Company will be successful in its exploration activities thereon. The
Company follows the full cost method of accounting for exploration and
development of oil and gas reserves whereby all acquisition, exploration and
development costs are capitalized. Costs related to acquisition, holding and
initial exploration of licenses in countries with no proved reserves are
initially capitalized, including internal costs directly identified with
acquisition, exploration and development activities. The Company's
exploration licenses are periodically assessed for impairment on a
country-by-country basis. If the Company's investment in exploration licenses
within a country where no proved reserves are assigned is deemed to be
impaired, the licenses are written down to estimated recoverable value. If
the Company abandons all exploration efforts in a country where no proved
reserves are assigned, all exploration costs associated with the country are
expensed. The Company's assessments of whether its investment within a
country is impaired and whether exploration activities within a country will
be abandoned are made from time to time based on its review and assessment of
drilling results, seismic data and other information it deems relevant. Due
to the unpredictable nature of exploration drilling activities, the amount and
timing of impairment expense are difficult to predict with any certainty.
Financial information concerning the Company's assets, including
capitalized costs by geographic area, is set forth in note 23 of Notes to
Consolidated Financial Statements in Triton's Annual Report on Form 10-K for
the year ended December 31, 1996.
The markets for oil and natural gas historically have been volatile and are
likely to continue to be volatile in the future. Oil and natural-gas prices
have been subject to significant fluctuations during the past several decades
in response to relatively minor changes in the supply of and demand for oil
and natural gas, market uncertainty and a variety of additional factors that
are beyond the control of the Company. These factors include the level of
consumer product demand, weather conditions, domestic and foreign government
regulations, political conditions in the Middle East and other production
areas, the foreign supply of oil and natural gas, the price and availability
of alternative fuels, and overall economic conditions. It is impossible to
predict future oil and gas price movements with any certainty.
The Company's oil and gas business is also subject to all of the operating
risks normally associated with the exploration for and production of oil and
gas, including, without limitation, blowouts, cratering, pollution,
earthquakes, labor disruptions and fires, each of which could result in
substantial losses to the Company due to injury or loss of life and damage to
or destruction of oil and gas wells, formations, production facilities or
other properties. In accordance with customary industry practices, the
Company maintains insurance coverage limiting financial loss resulting from
certain of these operating hazards. Losses and liabilities arising from
uninsured or underinsured events would reduce revenues and increase costs to
the Company. There can be no assurance that any insurance will be adequate to
cover losses or liabilities. The Company cannot predict the continued
availability of insurance, or its availability at premium levels that justify
its purchase.
The Company's oil and gas business is also subject to laws, rules and
regulations in the countries in which it operates, which generally pertain to
production control, taxation, environmental and pricing concerns, and other
matters relating to the petroleum industry. Many jurisdictions have at
various times imposed limitations on the production of natural gas and oil by
restricting the rate of flow for oil and natural-gas wells below their actual
capacity. There can be no assurance that present or future regulation will
not adversely affect the operations of the Company.
The Company is subject to extensive environmental laws and regulations. These
laws regulate the discharge of oil, gas or other materials into the
environment and may require the Company to remove or mitigate the
environmental effects of the disposal or release of such materials at various
sites. The Company does not believe that its environmental risks are
materially different from those of comparable companies in the oil and gas
industry. Nevertheless, no assurance can be given that environmental laws and
regulations will not, in the future, adversely affect the Company's
consolidated results of operations, cash flows or financial position.
Pollution and similar environmental risks generally are not fully insurable.
CERTAIN FACTORS RELATING TO INTERNATIONAL OPERATIONS
The Company derives substantially all of its consolidated revenues from
international operations. Risks inherent in international operations include
loss of revenue, property and equipment from such hazards as expropriation,
nationalization, war, insurrection and other political risks; trade protection
measures; risks of increases in taxes and governmental royalties; and
renegotiation of contracts with governmental entities; as well as changes in
laws and policies governing operations of other companies. Other risks
inherent in international operations are the possibility of realizing economic
currency-exchange losses when transactions are completed in currencies other
than U.S. dollars and the Company's ability to freely repatriate its earnings
under existing exchange control laws. To date, the Company's international
operations have not been materially affected by these risks.
COMPETITION
The Company encounters strong competition from other major oil companies
(including government-owned companies), independent operators and other
companies for favorable oil and gas concessions, licenses, production-sharing
contracts and leases, drilling rights and markets. Additionally, the
governments of certain countries in which the Company operates may from time
to time give preferential treatment to their nationals. The oil and gas
industry as a whole also competes with other industries in supplying the
energy and fuel requirements of industrial, commercial and individual
consumers.
MARKETS
Crude oil, natural gas, condensate, and other oil and gas products generally
are sold to other oil and gas companies, government agencies and other
industries. The availability of ready markets for oil and gas that might be
discovered by the Company and the prices obtained for such oil and gas depend
on many factors beyond the Company's control, including the extent of local
production and imports of oil and gas, the proximity and capacity of pipelines
and other transportation facilities, fluctuating demands for oil and gas, the
marketing of competitive fuels, and the effects of governmental regulation of
oil and gas production and sales. Pipeline facilities do not exist in certain
areas of exploration and, therefore, any actual sales of discovered oil or gas
might be delayed for extended periods until such facilities are constructed.
CERTAIN FACTORS RELATING TO COLOMBIA
The Company is a participant in significant oil and gas discoveries in the
Cusiana and Cupiagua fields, located approximately 160 kilometers (100 miles)
northeast of Bogota, Colombia. Development of reserves in the Cusiana and
Cupiagua fields are ongoing and will take more than one year to complete and
require additional drilling and extensive production facilities, which in turn
will require significant additional capital expenditures, the ultimate amount
of which cannot be predicted. Pipelines connect the major producing fields in
Colombia to export facilities and to refineries. These pipelines are in the
process of being upgraded and expanded to accommodate production from the
Cusiana and Cupiagua fields.
Guerrilla activity in Colombia from time to time has disrupted the operation
of oil and gas projects and increased costs. Although the Colombian
government, the Company and its partners have taken steps to improve security
and improve relations with the local population, there can be no assurance
that attempts to reduce or prevent guerrilla activity will be successful or
that such activity will not disrupt operations in the future.
Colombia is among several nations whose progress in stemming the production
and transit of illegal drugs is subject to annual certification by the
President of the United States. In 1997, the President of the United States
announced that Colombia would neither be certified nor granted a national
interest waiver. The consequences of the failure to receive certification
generally include the following: all bilateral aid, except anti-narcotics and
humanitarian aid, has been or will be suspended; the Export-Import Bank of the
United States and the Overseas Private Investment Corporation will not approve
financing for new projects in Colombia; U.S. representatives at multilateral
lending institutions will be required to vote against all loan requests from
Colombia, although such votes will not constitute vetoes; and the President of
the United States and Congress retain the right to apply future trade
sanctions. Each of these consequences of the failure to receive such
certification could result in adverse economic consequences in Colombia and
could further heighten the political and economic risks associated with the
Company's operations in Colombia. Any changes in the holders of significant
government offices could have adverse consequences on the Company's
relationship with the Colombian national oil company and the Colombian
government's ability to control guerrilla activities and could exacerbate the
factors relating to foreign operations discussed above.
CERTAIN FACTORS RELATING TO MALAYSIA-THAILAND
The Company is a partner in a significant gas exploration project located in
the upper Malay Basin in the Gulf of Thailand approximately 450 kilometers
northeast of Kuala Lumpur and 750 kilometers south of Bangkok. The Company is
a contractor under a production-sharing contract covering Block A-18 of the
Malaysia-Thailand Joint Development Area. Test results to date indicate that
significant gas deposits lie across five fields within the block.
Development of gas production is in the early planning stages but is expected
to take several years and require the drilling of additional wells and the
installation of production facilities, which will require significant
additional capital expenditures, the ultimate amount of which cannot be
predicted. Pipelines also will be required to be connected between Block A-18
and ultimate markets. The terms on which any gas produced from the Company's
contract area in Malaysia-Thailand may be sold may be affected adversely by
the present monopoly gas- purchase and transportation conditions in both
Thailand and Malaysia, including the Thai national oil company's monopoly in
transportation within Thailand and its territorial waters.
LITIGATION
The outcome of litigation and its impact on the Company are difficult to
predict due to many uncertainties, such as jury verdicts, the application of
laws to various factual situations, the actions that may or may not be taken
by other parties and the availability of insurance. In addition, in certain
situations, such as environmental claims, one defendant may be responsible, or
potentially responsible, for the liabilities of other parties. Moreover,
circumstances could arise under which the Company may elect to settle claims
at amounts that exceed the Company's expected liability for such claims in
order to avoid costly litigation. Judgments or settlements could, therefore,
exceed any reserves.
8. SUBSEQUENT EVENTS
On April 10, 1997, the Company issued $400 million aggregate face value of
senior indebtedness to refinance through redemption and/or tender offer TEC's
9 3/4% Notes and 1997 Notes, and to repay a portion of indebtedness
outstanding under the Company's revolving credit facility. The senior
indebtedness, issued on a joint and several basis by Triton and TEC,
consisted of $200 million face amount of 8 3/4% Senior Notes due April 15,
2002 (the "Five-Year Notes") at 99.942% of the principal amount (resulting in
$199.9 million aggregate net proceeds) and $200 million face amount of 9 1/4%
Senior Notes due April 15, 2005 (the "Eight-Year Notes" and, together with the
Five-Year Notes, the "Notes") at 100% of the principal amount, for total
aggregate net proceeds of $399.9 million before deducting expenses estimated
to be approximately $0.3 million.
Interest on the Five-Year Notes and the Eight-Year Notes will accrue at the
rate of 8 3/4% per annum and 9 1/4% per annum, respectively, and is payable in
cash semi-annually on each April 15 and October 15, commencing October 15,
1997. The Notes are redeemable at any time at the option of the Company in
whole or in part. Additionally, the Notes contain certain covenants limiting
the incurrence of certain liens, sale/leaseback transactions, and mergers and
consolidations.
On May 2, 1997, Triton and TEC completed a tender offer and consent
solicitation with respect to TEC's 1997 Notes and 9 3/4% Notes that resulted
in the purchase of $202.2 million face value of 1997 Notes and $169.1 million
face value of 9 3/4% Notes for total consideration of $376.7 million. As a
result, the indentures for the 1997 Notes and 9 3/4% Notes were amended to
delete substantially all of the restrictive covenants, including limitations
on indebtedness, restricted payments and liens. On May 6, 1997, the Company
gave notice of redemption of the remaining $7.8 million face value of 1997
Notes at a price of $982.03 for each $1,000 note outstanding, with a
redemption date of June 6, 1997.
The Company's results of operations for the quarter ending June 30, 1997, will
include an extraordinary after-tax expense of approximately $14.5 million
associated with the extinguishment of the 1997 Notes and 9 3/4% Notes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL REQUIREMENTS
Cash, cash equivalents and marketable securities totaled $89.4 million
and $14.9 million at March 31, 1997 and December 31, 1996, respectively.
Working capital (deficit) was ($14.8 million) at March 31, 1997, an increase
of $167.4 million from December 31, 1996. The increase in working capital
primarily resulted from the classification of the Company's Senior
Subordinated Discount Notes due November 1, 1997 (the "1997 Notes") as
long-term debt following a refinancing of such debt with senior indebtedness
in April 1997. At March 31, 1997 and December 31, 1996, current liabilities
included deferred income totaling $35.3 million and $28.5 million,
respectively, related to a forward oil sale consummated in May 1995.
The Company's capital expenditures and other capital investments were
$46.6 million for the three months ended March 31, 1997, primarily for
exploration and development of the Cusiana and Cupiagua fields (the "Fields")
in Colombia and Block A-18 in the Malaysia-Thailand Joint Development Area in
the Gulf of Thailand. The capital spending program for the three months ended
March 31, 1997, was funded with cash flow from operations and borrowings under
the Company's revolving credit facility.
On April 10, 1997, the Company issued $400 million aggregate face value
of senior indebtedness to refinance through redemption and/or tender offer
Triton Energy Corporation's ("TEC's") 1997 Notes and the 9 3/4% Senior
Subordinated Discount Notes due December 15, 2000 ("9 3/4% Notes"), and to
repay a portion of indebtedness outstanding under the Company's revolving
credit facility. The senior indebtedness, issued on a joint and several basis
by Triton Energy Limited ("Triton") and TEC, consisted of $200 million face
amount of 8 3/4% Senior Notes due April 15, 2002 at 99.942% of the principal
amount (resulting in $199.9 million aggregate net proceeds) and $200 million
face amount of 9 1/4% Senior Notes due April 15, 2005 at 100% of the principal
amount for total aggregate net proceeds of $399.9 million before deducting
expenses estimated to be approximately $0.3 million.
On May 2, 1997, Triton and TEC completed a tender offer and consent
solicitation with respect to TEC's 1997 Notes and 9 3/4% Notes that resulted
in the purchase of $202.2 million face value of 1997 Notes and $169.1 million
face value of 9 3/4% Notes for total consideration of $376.7 million. On May
6, 1997, the Company gave notice of redemption of the remaining $7.8 million
face value of 1997 Notes at a price of $982.03 for each $1,000 note
outstanding, with a redemption date of June 6, 1997.
Development of the Cusiana and Cupiagua fields, including drilling and
construction of additional production facilities, will require further capital
outlays. Further exploration and development activities on Block A-18, as
well as exploratory drilling in other countries, also will require substantial
capital outlays. The Company's capital budget for the year ending December
31, 1997, is approximately $310 million, excluding capitalized interest, of
which approximately $150 million relates to the Fields and capital
contributions to Oleoducto Central S.A. ("OCENSA"), $95 million relates to
Block A-18, and $65 million relates to the Company's exploration and drilling
program in other parts of the world. The Company assisted OCENSA in raising
one tranche of debt totaling $65 million in 1996 and may assist OCENSA in
raising up to $25 million of additional debt in 1997. Capital requirements for
exploration and development relating to Block A-18 are expected to increase
significantly into 1998. In addition, because development of Block A-18 will
not commence until the heads of agreement for a definitive gas-sales contract
is signed, a portion of the capital expenditures relating to Block A-18
budgeted for 1997 will not be spent until 1998.
The Company expects to meet capital needs in the future with a
combination of some or all of the following: the Company's revolving credit
facility, cash flow from its Colombian operations (including additional
proceeds from the 1995 forward oil sale), cash and marketable securities,
asset sales, and the issuance of debt and equity securities. As of March 31,
1997, the revolving credit facility permitted the Company to incur total
indebtedness of up to approximately $640 million. Availability under the
credit facility may be more in the future under certain circumstances.
RESULTS OF OPERATIONS
Sales volumes and average prices realized were as follows:
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
------------------- ------
Sales volumes
Oil (MBbls), excluding forward oil sale 1,413 1,541
Gas (MMcf) 77 527
Forward oil sale (1) (MBbls delivered) 175 175
Weighted average price realized:
Oil (per Bbl) $ 21.19 $18.03
Gas (per Mcf) $ 1.36 $ 1.25
(1) Commencing April 1, 1997, an additional 195,711 barrels of oil per month
will be delivered under the forward oil sale.
THREE MONTHS ENDED MARCH 31, 1997,
COMPARED WITH THREE MONTHS ENDED MARCH 31, 1996
Sales and other operating revenues
Revenue in Colombia increased $4.2 million in 1997, primarily due to
higher oil prices ($5.1 million). Revenue from reimbursement of
pre-commerciality costs for the Cusiana and Cupiagua fields was lower in 1997
by $1 million. Oil and gas sales from properties sold during 1996 aggregated
$2 million in 1996.
Based on the operator's current projections, the Company expects gross
production capacity from the Fields to reach 320,000 barrels per day during
summer 1997 and at least 500,000 barrels per day by the end of 1997. In April
1997, the Company's delivery requirement under the forward oil sale increased
from 58,425 barrels per month to 254,136 barrels per month, which will have an
adverse effect on the Company's earnings and cash flows on a per barrel basis.
The Company expects that the adverse effect on the Company's results of
operations and cash flows will be mitigated by increased production from the
Fields. There can be no assurance, however, as to the timing of any such
increase in production or that any such increase would occur in the same
accounting period as the increase in the Company's forward oil sale delivery
requirement.
Other operating revenues in 1996 included a gain of $4.1 million
resulting from the sale of the Company's royalty interests in U.S. properties
for $23.8 million based on an effective date of January 1, 1996.
Costs and Expenses
Operating expenses increased $1.7 million in 1997, and depreciation,
depletion and amortization increased $1 million. The Company's operating
costs per equivalent barrel were $7.14 and $5.55 in 1997 and 1996,
respectively. Operating expenses in Colombia increased by $2.8 million,
primarily due to an increase in pipeline tariffs of $1.9 million and an
increase in production taxes of $.5 million. Operating expenses attributable
to properties sold during 1996 were $1.1 million in 1996. Depreciation,
depletion and amortization in Colombia increased by $1.2 million.
The Company expects that aggregate pipeline tariff costs from OCENSA will
increase further during 1997. When the pipeline expansion project is completed
and shipments through the pipeline upgrade commence, and each year thereafter,
OCENSA will assess to the Cusiana and Cupiagua fields shippers (the "Initial
Shippers") a tariff estimated to recoup the total capital cost of the project
over a period of 15 years, its operating expenses, which include all Colombian
taxes, interest expense, and the dividend to be paid by OCENSA to its
shareholders. Any shippers of crude oil who are not Initial Shippers ("Third
Party Shippers") will be assessed a tariff on a per barrel basis and OCENSA
will use revenues from such tariffs to reduce the Initial Shippers' tariff.
The Company cannot predict with any certainty the impact of the increased
tariff on a per barrel basis due to the uncertainty as to the volumes of any
Third Party Shippers' production to be transported by OCENSA and when the
increases in production from the Cusiana and Cupiagua fields may occur.
General and administrative expenses decreased $2 million in 1997
primarily due to increased billings to partners and higher capitalization as a
result of increased exploration. Capitalized general and administrative costs
were $7.2 million and $5.6 million in 1997 and 1996, respectively.
Other Income and Expenses
Other income in 1997 and 1996 included an unrealized gain (loss) of ($3.3
million) and $2.1 million, respectively, representing the change in fair
market value of call options purchased in anticipation of a forward oil sale
in May 1995, and foreign exchange gains of $2.2 million and $1 million in 1997
and 1996, respectively, primarily on deferred tax liabilities in Colombia.
Income Taxes
Statement of Financial Accounting Standards No. 109 ("SFAS 109"),
"Accounting for Income Taxes," requires that the Company make projections
about the timing and scope of certain future business transactions in order to
estimate recoverability of deferred tax assets primarily resulting from the
expected utilization of net operating loss carryforwards ("NOLs"). Changes in
the timing or nature of actual or anticipated business transactions,
projections and income tax laws can give rise to significant adjustments to
the Company's deferred tax expense or benefit that may be reported from time
to time. For these and other reasons, compliance with SFAS 109 may result in
significant differences between tax expense for income statement purposes and
taxes actually paid.
The income tax provision for 1997 includes a deferred tax benefit in the
United States totaling $3.6 million, compared with a benefit of $5 million in
1996. Additionally, the income tax provision includes foreign deferred taxes
totaling $3.3 million in 1997, primarily related to the Company's Colombian
operations, compared with foreign deferred taxes of $4.5 million in 1996.
Current taxes related to the Company's Colombian operations were $1.3 million
and $.9 million in 1997 and 1996, respectively.
Subsequent Event
The Company's results of operations for the quarter ending June 30,
1997, will include an extraordinary after-tax expense of approximately $14.5
million associated with extinguishment of the 1997 Notes and 9 3/4% Notes.
Petroleum Price Risk Management
Oil sold by the Company is normally priced with reference to a defined
benchmark, such as light sweet crude oil traded on the New York Mercantile
Exchange. Actual prices received vary from the benchmark depending on quality
and location differentials. It is the Company's policy to use financial
market transactions with creditworthy counterparties from time to time,
primarily to reduce risk associated with the pricing of a portion of the oil
and natural gas that it sells. The policy is structured to underpin the
Company's planned revenues and results of operations. The Company may also
enter into financial market transactions to benefit from its assessment of the
future prices of its production relative to other benchmark prices. There can
be no assurance that the use of financial market transactions will not result
in losses.
With respect to the sale of oil to be produced by the Company, the
Company has used a combination of swaps, options and collars to establish a
minimum weighted average West Texas Intermediate ("WTI") benchmark price of
$19 per barrel for an aggregate of 750,000 barrels of production during the
period from April through December 1997. As a result, to the extent WTI
prices exceed the minimum WTI benchmark price during each month within the
period, the Company will be able to sell its production at the higher market
price, and to the extent that WTI prices are below the minimum WTI benchmark
price, the Company will be able to realize prices related to the minimum WTI
benchmark price on its hedged production.
In anticipation of entering into a forward oil sale, the Company
purchased WTI benchmark call options to retain the ability to benefit from
future WTI price increases above a weighted average price of $20.42 per
barrel. The volumes and expiration dates on the call options coincide with
the volumes and delivery dates of the forward oil sale, which has delivery
terms of 58,425 barrels per month through March 1997 and 254,136 barrels per
month from April 1997 through March 2000. During the three months ended March
31, 1997 and 1996, the Company recorded an unrealized loss of $3.3 million and
an unrealized gain of $2.1 million, respectively, in other income, net related
to the change in the fair market value of the call options. Future
fluctuations in the fair market value of the call options will continue to
affect other income as noncash adjustments.
During the three months ended March 31, 1997, markets provided the
Company the opportunity to realize WTI benchmark oil prices on average $3.99
per barrel above the WTI benchmark oil price the Company set as part of its
1997 annual plan. As a result of financial and commodity market transactions
settled during the three months ended March 31, 1997, the Company's risk
management program resulted in an average net realization of approximately
$.32 per barrel lower than if the Company had not entered into such
transactions.
Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 ("SFAS 128"), "Earnings Per Share." This Statement is
effective for financial statements issued for periods ending after December
15, 1997. Earlier adoption is not permitted. SFAS 128 requires dual
presentation of basic and diluted EPS for entities with complex capital
structures. The impact of adopting this statement would not have a material
effect on the Company's earnings per share calculation based on its current
capital structure.
Certain Factors That Could Affect Future Operations
Certain statements in this report, including statements of the Company's
and management's expectations, intentions, plans and beliefs, including those
contained in or implied by "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and these Notes to Condensed Consolidated
Financial Statements, are forward-looking statements, as defined in Section
21D of the Securities Exchange Act of 1934, that are dependent on certain
events, risks and uncertainties that may be outside the Company's control.
These forward-looking statements include statements of management's plans and
objectives for the Company's future operations and statements of future
economic performance; information regarding drilling schedules, expected or
planned production or transportation capacity, the future construction or
upgrades of pipelines (including costs), when the Cusiana and Cupiagua fields
might become self-financing, future production of the Cusiana and Cupiagua
fields, the negotiation of a heads of agreement to a gas-sales contract and a
gas-sales contract and commencement of production in Malaysia-Thailand, the
Company's capital budget and future capital requirements, the Company's
meeting its future capital needs, the amount by which production from the
Cusiana and Cupiagua fields may increase or when such increased production may
commence, the Company's realization of its deferred tax asset, the level of
future expenditures for environmental costs, the outcome of regulatory and
litigation matters, and proven oil and gas reserves and discounted future net
cash flows therefrom; and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a
number of factors, including those described in the context of such
forward-looking statements and in the notes to Notes to Condensed Consolidated
Financial Statements.
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.)
3.1 Memorandum of Association.(1)
3.2 Articles of Association.(1)
4.1 Specimen Share Certificate of Ordinary Shares, $.01 par value, of the Company.(2)
4.2 Rights Agreement dated as of March 25, 1996, between Triton and Chemical Bank, as
Rights Agent, including, as Exhibit A thereto, Resolutions establishing the Junior
Preference Shares.(1)
4.3 Resolutions Authorizing the Company's 5% Convertible Preference Shares.(3)
4.4 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between Triton and
Chemical Bank, as Rights Agent.(4)
10.1 Amended and Restated Retirement Income Plan.(5)
10.2 Amended and Restated Supplemental Executive Retirement Income Plan.(6)
10.3 1981 Employee Non-Qualified Stock Option Plan.(7)
10.4 Amendment No. 1 to the 1981 Employee Non-Qualified Stock Option Plan.(8)
10.5 Amendment No. 2 to the 1981 Employee Non-Qualified Stock Option Plan.(7)
10.6 Amendment No. 3 to the 1981 Employee Non-Qualified Stock Option Plan.(5)
10.7 1985 Stock Option Plan.(9)
10.8 Amendment No. 1 to the 1985 Stock Option Plan.(7)
10.9 Amendment No. 2 to the 1985 Stock Option Plan.(5)
10.10 Amended and Restated 1986 Convertible Debenture Plan.(5)
10.11 1988 Stock Appreciation Rights Plan.(10)
10.12 1989 Stock Option Plan.(11)
10.13 Amendment No. 1 to 1989 Stock Option Plan.(7)
10.14 Amendment No. 2 to 1989 Stock Option Plan.(5)
10.15 Second Amended and Restated 1992 Stock Option Plan.(13)
10.16 Form of Amended and Restated Employment Agreement with Triton Energy Limited
and its executive officers.(21)
10.17 Form of Amended and Restated Employment Agreement with Triton Energy Limited
and certain officers.(21)
10.18 Amended and Restated 1985 Restricted Stock Plan.(5)
10.19 First Amendment to Amended and Restated 1985 Restricted Stock Plan.(12)
10.20 Second Amendment to Amended and Restated 1985 Restricted Stock Plan.(13)
10.21 Executive Life Insurance Plan.(14)
10.22 Long Term Disability Income Plan.(14)
10.23 Amended and Restated Retirement Plan for Directors.(9)
10.24 Amended and Restated Indenture dated as of March 25, 1996 between Triton and
Chemical Bank, with respect to the issuance of Senior Subordinated Discount Notes
due 1997.(13)
10.25 Amended and Restated Senior Subordinated Indenture by and between the Company and
United States Trust Company of New York, dated as of March 25, 1996.(13)
10.26 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.(9)
10.27 Contract for Exploration and Exploitation for Tauramena with an effective date of July
4, 1988, between Triton Colombia, Inc., and Empresa Colombiana De Petroleos.(10)
10.28 Summary of Assignment legalized by Public Instrument No. 1255 dated September 15,
1987 (Assignment is in Spanish language).(10)
10.29 Summary of Assignment legalized by Public Instrument No. 1602 dated June 11, 1990
(Assignment is in Spanish language).(10)
10.30 Summary of Assignment legalized by Public Instrument No. 2586 dated September 9,
1992 (Assignment is in Spanish language).(10)
10.31 401(K) Savings Plan.(5)
10.32 Contract between Malaysia-Thailand and 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.(15)
10.33 Triton Crude Purchase Agreement between Triton Colombia, Inc. and Oil Co., LTD.
dated May 25, 1995.(16)
10.34 Credit Agreement among Triton Colombia, Inc., Triton Energy Corporation,
NationsBank, N.A. (Carolinas) and Export-Import Bank of the United States.(12)
10.35 Amendment No. 1 to Credit Agreement among Triton Colombia, Inc., Triton Energy
Corporation, NationsBank, N.A. (Carolinas) and Export-Import Bank of the United
States.(12)
10.36 Amendment No. 2 to Credit Agreement among Triton Colombia, Inc., Triton Energy
Corporation, NationsBank, N.A. (Carolinas) and Export-Import Bank of the United
States.(13)
10.37 Agreement and Plan of Merger among Triton Energy Corporation, Triton Energy
Limited and TEL Merger Corp.(12)
10.38 Credit Agreement among Triton Energy Limited and Triton Energy Corporation, as
Borrowers, and NationsBank of Texas, N.A., Barclays Bank PLC, Meespierson N.V.,
The Chase Manhattan Bank and Societe Generale, Southwest Agency dated
August 30, 1996.(17)
10.39 Credit Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency dated as of May 28, 1995, together with related form of revolving credit
note.(18)
10.40 First Amendment to Credit Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated May 16, 1995.(19)
10.41 Security Agreement between Triton Energy Corporation and Banque Paribas Houston
Agency.(18)
10.42 Second Amendment to Credit Agreement and First Amendment to Security Agreement
between Triton Energy Corporation and Banque Paribas Houston Agency dated August
11, 1995.(6)
10.43 Third Amendment to Credit Agreement between Triton Energy Corporation and Banque
Paribas Houston Agency dated September 29, 1995.(6)
10.44 Consent, Waiver and Guaranty among Triton Energy Limited, Triton Energy
Corporation and Paribas Houston Agency dated as of March 25, 1996. (13)
10.45 Form of Indemnity Agreement entered into with each director and officer of the
Company.(17)
10.46 Restated Employment Agreement between John Tatum and the Company. (21)
10.47 Description of Performance Goals for Executive Bonus Compensation. (21)
10.48 Demand Promissory Note - Grid executed by Triton Energy Limited and Triton Energy
Corporation in favor of Banque Paribas dated as of February 6, 1997.(21)
10.49 Supplemental Indenture dated April 17, 1997 among Triton Energy Corporation, Triton
Energy Limited and The Chase Manhattan Bank (formerly known as Chemical Bank)
amending Amended and Restated Indenture dated as of March 25, 1996 relating to
the Senior Subordinated Discount Notes due 1997. (22)
10.50 Supplemental Indenture dated April 17, 1997 among Triton Energy Corporation, Triton
Energy Limited and United States Trust Company of New York amending Amended
and Restated Senior Subordinated Indenture dated as of March 25, 1996 relating to the
9 3/4% Senior Subordinated Discount Notes due 2000. (22)
10.51 Senior Indenture dated April 10, 1997 among Triton Energy Corporation, Triton
Energy Limited and The Chase Manhattan Bank. (22)
10.52 First Supplemental Indenture dated April 10, 1997 among Triton Energy Corporation,
Triton Energy Limited and The Chase Manhattan Bank amending Senior Indenture
dated as of April 10, 1997 relating to the 8 3/4% Senior Notes due 2002. (22)
10.53 Second Supplemental Indenture dated April 10, 1997 among Triton Energy Corporation,
Triton Energy Limited and The Chase Manhattan Bank amending Senior Indenture
dated as of April 10, 1997 relating to the 9 1/4% Senior Notes due 2005. (22)
10.54 First Amendment to Credit Agreement dated as of April 4, 1997 among Triton Energy
Limited and Triton Energy Corporation, as Borrowers, and NationsBank of Texas, N.A.,
Barclays Bank PLC, Meespierson N.V., The Chase Manhattan Bank and Societe
Generale, Southwest Agency. (22)
10.55 1997 Share Compensation Plan. (22)
10.56 First Amendment to Second Amended and Restated 1992 Stock Option Plan. (22)
11.1 Computation of Earnings per Share. (22)
12.1 Computation of Ratio of Earnings to Fixed Charges. (22)
12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preference
Dividends. (22)
27.1 Financial Data Schedule.(22)
99.1 Rio Chitamena Association Contract.(20)
99.2 Rio Chitamena Purchase and Sale Agreement.(20)
99.3 Integral Plan - Cusiana Oil Structure.(20)
99.4 Letter Agreements with co-investor in Colombia.(20)
99.5 Colombia Pipeline Memorandum of Understanding.(20)
99.6 Amended and Restated Oleoducto Central S.A. Agreement dated as of March 31,
1995.(19)
___________________
(1) Previously filed as an exhibit to the Company's Registration Statement on Form S-3
(No 333-08005) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement on Form 8-A
dated March 25, 1996 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's and Triton Energy Corporation's
Registration Statement on Form S-4 (No. 333-923) and incorporated herein
by reference.
(4) 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.
(5) 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 herein.
(6) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report on Form
10-Q for the quarter ended September 30, 1995 and incorporated herein by reference.
(7) Previously filed as an exhibit to Triton Energy Corporation's Annual Report on Form
10-K for the fiscal year ended May 31, 1992 and incorporated herein by reference.
(8) Previously filed as an exhibit to Triton Energy Corporation's Annual Report on Form
10-K for the fiscal year ended May 31, 1989 and incorporated by reference herein.
(9) 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) 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 by reference herein.
(11) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report on Form
10-Q for the quarter ended November 30, 1988 and incorporated herein by reference.
(12) 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.
(13) 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.
(14) 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.
(15) Previously filed as an exhibit to Triton Energy Corporation's current report on Form
8-K dated April 21, 1994 and incorporated by reference herein.
(16) Previously filed as an exhibit to Triton Energy Corporation's Current Report on Form
8-K dated May 26, 1995 and incorporated herein by reference.
(17) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein by reference.
(18) Previously filed as an exhibit to Triton Energy Corporation's Quarterly Report on Form
10-Q for the quarter ended March 31, 1995 and incorporated herein by reference.
(19) 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.
(20) Previously filed as an exhibit to Triton Energy Corporation's current report on Form
8-K/A dated July 15, 1994 and incorporated by reference herein.
(21) Previously filed as an exhibit to Triton Energy Limited's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and incorporated herein by reference.
(22) Filed herewith.
(b) Reports on Form 8-K
On April 9, 1997, the Company filed a Current Report on Form 8-K containing a
computation of pro forma ratio of earnings to fixed charges for the year ended
December 31, 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.
TRITON ENERGY LIMITED
By: /s/ Peter Rugg
Peter Rugg
Senior Vice President and Chief Financial Officer
Date: May 13, 1997