<PAGE> 1
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 March 31, 1998
OR
[ ] TRANSITION PERIOD REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
COMMISSION FILE NUMBER 316456
GULF CANADA RESOURCES LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CANADA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
98-0086499
(I.R.S. EMPLOYER IDENTIFICATION NO.)
ONE NORWEST CENTER
1700 LINCOLN STREET, SUITE 5000
DENVER, COLORADO 80203-4525
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
TELEPHONE (303) 813-3800
(REGISTRANT'S TELEPHONE CODE, INCLUDING AREA CODE)
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. [X] YES [ ] NO
ON MAY 12, 1998, THERE WERE 348,779,394 ORDINARY SHARES ISSUED AND OUTSTANDING.
<PAGE> 2
GULF CANADA RESOURCES LIMITED
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Unaudited Consolidated
Financial Statements 3 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 13
PART II. OTHER INFORMATION 14 - 15
</TABLE>
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
GULF CANADA RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
MARCH 31, 1998 Dec. 31, 1997
- ---------------------------------------------------------------------------------------------------------------
(millions of Canadian dollars) (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT
Cash and short-term investments $ 199 $ 188
Accounts receivable 270 346
Other 134 121
- ---------------------------------------------------------------------------------------------------------------
603 655
INVESTMENTS, DEFERRED CHARGES AND OTHER ASSETS 204 238
PROPERTY, PLANT AND EQUIPMENT 5,809 5,736
- ---------------------------------------------------------------------------------------------------------------
$ 6,616 $ 6,629
===============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Short-term loans $ 102 $ 51
Accounts payable 345 420
Current portion of long-term debt 43 29
Current portion of other long-term liabilities 37 37
Other 90 129
- ---------------------------------------------------------------------------------------------------------------
617 666
LONG-TERM DEBT 2,841 2,785
OTHER LONG-TERM LIABILITIES 205 201
DEFERRED INCOME TAXES 270 307
MINORITY INTEREST 217 220
- ---------------------------------------------------------------------------------------------------------------
4,150 4,179
- ---------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share capital
Senior preference shares 577 577
Ordinary shares 1,717 1,660
Contributed surplus 35 35
Retained earnings 127 181
Foreign currency translation adjustment 10 (3)
- ---------------------------------------------------------------------------------------------------------------
2,466 2,450
- ---------------------------------------------------------------------------------------------------------------
$ 6,616 $ 6,629
===============================================================================================================
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
3
<PAGE> 4
GULF CANADA RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
AND RETAINED EARNINGS
<TABLE>
<CAPTION>
(Unaudited)
Three months
ended March 31,
(millions of Canadian dollars) 1998 1997
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
EARNINGS (LOSS)
REVENUES
Net oil and gas $ 282 $ 258
Net gain on asset disposals 5 7
Other 36 24
- -----------------------------------------------------------------------------------------------------
323 289
- -----------------------------------------------------------------------------------------------------
EXPENSES
Operating - production 110 79
- other 20 2
Exploration 43 21
General and administrative 22 16
Depreciation, depletion and amortization 132 91
Finance charges, net 58 45
Income tax expense (12) 23
Minority shareholders' interest (3) 0
- -----------------------------------------------------------------------------------------------------
370 277
- -----------------------------------------------------------------------------------------------------
EARNINGS (LOSS) FOR THE PERIOD $ (47) $ 12
=====================================================================================================
RETAINED EARNINGS
BALANCE, BEGINNING OF PERIOD $ 181 $ 0
Earnings (loss) for the period (47) 12
Dividends declared on preference shares (7) (6)
- -----------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD $ 127 $ 6
=====================================================================================================
PER SHARE INFORMATION (dollars per share)
BASIC EARNINGS (LOSS) $(0.16) $ 0.02
=====================================================================================================
Earnings (loss) per share is after deduction of senior preference share
dividends (but does not include the special dividends for payment of arrears
which have been charged to contributed surplus). This per share amount was
calculated based upon the following:
Average number of ordinary shares outstanding: 347 265
(millions)
=====================================================================================================
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
4
<PAGE> 5
GULF CANADA RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
Three months
ended March 31,
(millions of Canadian dollars) 1998 1997
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
EARNINGS (LOSS) FOR THE PERIOD $ (47) $ 12
NON-CASH ITEMS INCLUDED IN EARNINGS (LOSS):
Depreciation, depletion and amortization 132 91
Net gain on asset disposals (5) (7)
Amortization of deferred foreign exchange losses 5 3
Exploration expense 43 21
Deferred income taxes (18) 14
Other (5) 6
- ---------------------------------------------------------------------------------------------------------
CASH GENERATED FROM OPERATIONS 105 140
Other long-term liabilities 1 2
Changes in non-cash working capital (68) 40
Other, net (3) 1
- ---------------------------------------------------------------------------------------------------------
35 183
- ---------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds on asset disposals 75 18
Acquisitions (16) (1,059)
Capital expenditures and exploration expenses (265) (244)
Changes in non-cash working capital 3 133
Other, net (9) 67
- ---------------------------------------------------------------------------------------------------------
(212) (1,085)
- ---------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from issue of long-term debt 97 307
Long-term debt repayments (10) 0
Issue of equity 57 235
Regular dividends declared on preference shares (7) (6)
Special dividends declared on preference shares 0 (3)
Other 0 (10)
- ---------------------------------------------------------------------------------------------------------
137 523
- ---------------------------------------------------------------------------------------------------------
DECREASE IN CASH AND CASH EQUIVALENTS (40) (379)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 137 (170)
- ---------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD (1) $ 97 $ (549)
=========================================================================================================
</TABLE>
(1) COMPRISES CASH AND SHORT-TERM INVESTMENTS, NET OF SHORT-TERM LOANS
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
5
<PAGE> 6
GULF CANADA RESOURCES LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements reflect
all adjustments (consisting of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair statement of the
results for the interim periods presented. The interim financial
information and notes thereto should be read in conjunction with the
Company's latest annual report to the shareholders. The unaudited
financial statements contained herein are prepared in accordance with
Canadian generally accepted accounting principles. The results of
operations for the three-month period ended March 31, 1998 are not
necessarily indicative of results to be expected for the entire year.
2. CONTINGENCIES AND OTHER MATTERS
As part of Gulf's upstream operations and as a result of certain
discontinued downstream operations, Gulf has ongoing site restoration
and remediation responsibilities. Site restoration costs within
upstream operations involve the surface clean-up and reclamation of
wellsites and field production facilities to ensure that they can be
safely returned to appropriate alternative land uses. In addition, over
the long-term, certain plant facilities will require decommissioning
which will involve dismantling of facilities as well as the
decontamination and reclamation of these lands. Total anticipated
future costs, given Gulf's current inventory of wells and facilities,
are in the order of $470 million over the next twenty years. Gulf has
accrued $113 million ($11 million as current) for future upstream site
restoration costs and continues to accrue these costs on a consistent
basis.
There have been no other significant subsequent developments relating
to the downstream potential liabilities since year-end, and as such the
estimated costs and associated accrual have not changed materially
since year-end.
Gulf is involved in various litigation, regulatory and other
environmental matters in the ordinary course of business. In
management's opinion, an adverse resolution of these matters would not
have a material impact on operations or financial position.
6
<PAGE> 7
3. RECLASSIFICATIONS
Certain amounts for 1997 have been reclassified to conform with the
presentation adopted for 1998.
4. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("U.S. GAAP") AND ADDITIONAL DISCLOSURES REQUIRED
BY U.S. GAAP
If U.S. GAAP had been followed, the earnings (loss) and loss per
ordinary share would have been as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
---------------------------
1998 1997
------ ------
(MILLIONS OF DOLLARS)
<S> <C> <C>
EARNINGS (LOSS) FOR THE PERIOD, as reported $ (47) $ 12
Adjustments:
Interest rate swap (b) (2) (2)
New asset values (a)(i) (58) (8)
Foreign exchange (c) 20 (8)
Restructuring charges (e) (7) 0
Income tax (expense) recovery 45 (16)
------ ------
LOSS, as adjusted (49) (22)
Cumulative dividends on senior preference shares (7) (6)
------ ------
LOSS TO ORDINARY SHAREHOLDERS $ (56) $ (28)
====== ======
PER ORDINARY SHARE, as adjusted (DOLLARS)
- Loss $(0.16) $(0.11)
</TABLE>
The Consolidated Statements of Cash Flows presented under Canadian GAAP
comply with International Accounting Standard 7, except as noted in (g)
below.
7
<PAGE> 8
If U.S. GAAP were followed, amounts on the Consolidated Statements
of Financial Position would be increased (decreased) as follows:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
-------------------------------------------------
(MILLIONS OF DOLLARS) (MILLIONS OF DOLLARS)
<S> <C> <C>
ASSETS
Accounts receivable (b) $ 9 $ 2
Current deferred income taxes (a)(ii) 5 6
Investments, deferred charges and other assets (b)(c) 82 61
Property, plant and equipment (a)(i) 1,238 1,313
------- -------
$ 1,334 $ 1,382
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of other long-term liabilities (b) $ (12) $ (12)
Other current liabilities (a)(i)(b) 15 (1)
Long-term debt (b) 200 200
Other long-term liabilities (b)(d)(e)(f) 36 39
Deferred income taxes (a)(i)(ii)(b)(c)(f) 1,315 1,374
Share capital, ordinary shares (a)(i) (89) (89)
Deficit (131) (129)
------- -------
$ 1,334 $ 1,382
======= =======
</TABLE>
The financial statements have been prepared in accordance with
accounting principles generally accepted in Canada which, in the case
of Gulf, conform in all material respects with those in the United
States except that:
(a) The financial statements would reflect the following effects of
adopting Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (SFAS 109).
(i) SFAS 109 requires a restatement, to pre-tax amounts, of the
new asset values reflected in the accounts in connection with
the change of control in 1986 of Gulf Canada Limited and the
acquisition of new subsidiaries. This restatement, along with
differences between the tax bases and recorded amounts of
other asset transfers, would result in property, plant and
equipment (PP&E) and deferred income taxes both being $1,238
million higher than under Canadian generally accepted
accounting principles ("Canadian GAAP") at March 31, 1998
(December 31, 1997 - $1,313 million). These differences are
amortized to earnings over the lives of the related assets.
The application of previous accounting standards at the time
of the change in control results in ordinary share capital
being lower by $89 million.
8
<PAGE> 9
(ii) Measurement and presentation of deferred income taxes
according to SFAS 109 would result in recording current and
non-current deferred tax assets and liabilities, for a net
increase in the deferred tax liability of $90 million at March
31, 1998 (December 31, 1997 - a net increase of $94 million).
(b) A special purpose entity has $200 million 11 per cent public debentures
issued and outstanding which mature on October 31, 2000, and assets
consisting of a $200 million oil indexed debenture maturing on October
31, 2000 and an interest rate swap. These are not included in Gulf's
statement of financial position, but under U.S. GAAP would have been
included in long-term debt and investments and other assets,
respectively. Earnings include amortization of a provision for losses
on a related swap agreement of $2 million ($1 million after tax) for
the three months ended March 31, 1998 and $2 million ($1 million after
tax) for the three months ended March 31, 1997.
(c) Unrealized gains or losses arising on translation of long-term
liabilities repayable in foreign funds would be included in earnings in
the period in which they arise under U.S. GAAP. The balances of such
deferred losses were $119 million at March 31, 1998 and $139 million at
December 31, 1997.
(d) Under U.S. GAAP, the costs of providing all forms of post-retirement
benefits to employees would be recognized during the active service
lives of the employees rather than expensed as incurred. The
accumulated post-retirement benefit obligation at March 31, 1998 is
estimated to be $44 million ($26 million after tax) using a discount
rate of 7.5 per cent. There is no material difference between the net
period service cost under U.S. GAAP and the pay-as-you-go amount under
Canadian GAAP for the three-month periods ended March 31, 1998 and
1997.
(e) Under U.S. GAAP a liability for non-contractual involuntary employee
termination benefits is not incurred until the terms of the termination
are communicated to the affected individual employees. Under Canadian
GAAP, the liability was recorded when the Company made the termination
decision. As such, under U.S. GAAP, the liability recorded prior to
employees being notified is reversed and recognized in the year of
notification.
(f) Under U.S. GAAP, as at March 31, 1998 and December 31, 1997, an
additional minimum pension liability of $8 million ($4 million after
tax) must be accrued for the deficit between the market value of the
Company's pension plan assets and its accumulated benefit obligations.
(g) In the Consolidated Statement of Cash Flows, borrowings under
short-term loans ($51 million for the three months ended March 31,
1998) would be presented as a financing activity rather than as a
reduction of cash and cash equivalents.
9
<PAGE> 10
ADDITIONAL DISCLOSURES
CHANGES IN ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board
released Statement No. 130 (SFAS 130), "Reporting Comprehensive Income"
and Statement No. 131 (SFAS 131), "Disclosure about Segments of an
Enterprise and Related Information". Both statements become effective
for fiscal years beginning after December 15, 1997 with early adoption
permitted. SFAS 130 established standards for reporting and display of
certain components of changes in equity that arise form non-owner
sources. SFAS 131 establishes standards for reporting information about
operating segments and related disclosures. Neither section addresses
issues of recognition or measurement in the financial statements, and
their adoption is not expected to have any effect on the results of
operations or financial position of the Company. Gulf will provide this
disclosure at December 31, 1998.
10
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FORWARD LOOKING STATEMENTS
This document includes "forward looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of
1934 ("Exchange Act"). All statements other than statements of
historical facts included in this document, including without
limitation, statements under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding Gulf's
financial position, estimated quantities and net present values of
reserves, business strategy, plans and objectives of management of Gulf
for future operations and covenant compliance, are forward-looking
statements. Although Gulf believes that the assumptions upon which such
forward-looking statements are based are reasonable, it can give no
assurances that such assumptions will prove to have been correct.
Important factors that could cause actual results to differ materially
from Gulf's expectations ("Cautionary Statements") are disclosed below
and elsewhere in this document. All subsequent written and oral
forward-looking statements attributable to Gulf or persons acting on
its behalf are expressly qualified by the Cautionary Statements.
FINANCIAL REVIEW
The following discussion and analysis has been prepared based upon the
financial results of operations as presented in this document, which
were prepared in accordance with Canadian generally accepted accounting
principles. All dollar amounts set forth herein are in Canadian
dollars, except where otherwise indicated.
Gulf follows the successful efforts method of accounting for oil and
gas exploration and development costs. The initial acquisition costs of
oil and gas properties and the costs of drilling and equipping
successful exploratory wells are capitalized. The costs of unsuccessful
exploration wells are charged to earnings. All other exploration costs
are charged to earnings as incurred. All development costs, including
the costs of liquid injectants used in enhanced oil recovery projects,
are capitalized. Maintenance and repairs are charged to earnings;
renewals and betterments, which extend the economic life of the assets,
are capitalized. Capitalized costs of proved oil and gas properties are
amortized using the unit-of-production method based on estimated proved
oil and gas reserves. Depreciation of plant and equipment is based on
estimated remaining useful lives of the assets using either the
straight-line method or the unit-of-production method based on
estimated proved oil and gas reserves. Individually insignificant
unproved properties are amortized on a group basis at rates determined
after considering past experience and lease terms. As changes in
circumstances warrant, the net carrying values of proved properties,
plant and equipment are assessed to ensure that they do not exceed
future cash flows from use. Capitalized costs of significant unproved
properties are also assessed regularly to determine whether an
impairment in value has occurred.
11
<PAGE> 12
Gulf's revenues, cash flow, profitability and future rate of growth are
substantially dependent upon prevailing prices for oil and gas. Prices
for oil and gas are subject to wide fluctuations in response to
relatively minor changes in supply of and demand for oil and gas,
market uncertainty and a variety of additional factors that are beyond
the control of Gulf.
CASH GENERATED FROM OPERATIONS & EARNINGS
Net oil and natural gas revenues for the three months ended March 31,
1998 increased to $282 million over revenues of $258 million for the
same period in 1997. First quarter sales volumes of 190,800 boe/d,
reflecting the full period impact of the Clyde and Stampeder
acquisitions net of asset sales, did not compensate for the decline in
commodity prices. The price declines were mitigated by Gulf's commodity
hedging activity which increased revenues by $15 million in the first
quarter of 1998, compared with a net loss of $27 million on hedging
activities for the same period in 1997.
Gulf's cash generated from continuing operations of $105 million
compared with $140 million for the same period in 1997. The Company
incurred a net loss of $47 million for the three months ended March 31,
1998 versus earnings of $12 million during the same period last year.
The decrease in cash generation and earnings resulted primarily from
lower year-over-year liquids prices in the first quarter which averaged
$18.55 per barrel after hedging ($17.29 per barrel before hedging)
compared to $25.99 per barrel ($27.60 per barrel before hedging) a year
earlier.
On a segmented basis, North American conventional oil and gas
operations generated $93 million of cash for the three months, down $53
million from the prior year due to lower crude oil market prices and
divestitures of non-core properties. Gulf's Heavy Oil division and
Surmont required a cash outlay of $9 million, as operating costs
exceeded revenues resulting from depressed heavy oil market prices.
Gulf's Syncrude interest generated cash of $6 million, down $13 million
from the first quarter of 1997 as a combined result of an $8.73 per
barrel fall in the average realized synthetic crude oil price and
accelerated plant maintenance. In Indonesia, three-month cash
generation decreased by $2 million to $21 million, as lower crude
market prices offset the impact of additional volumes of 3,500 b/d from
the Clyde acquisition and lower Indonesian royalties. Cash generated
from Gulf's North Sea operations included $27 million from the United
Kingdom and $23 million from the Netherlands compared to $13 million
and $11 million, respectively, in 1997. Cash generation from Australia
was $4 million versus $2 million in 1997. The corporate segment, which
includes general and administrative charges, hedging gains and losses,
and taxes, required cash of $60 million during the first quarter of
1998 compared to $74 million in 1997.
The increase in other revenues and other operating expenses reflect
additional activity in Gulf's contract drilling services.
Production operating costs for the first three months of 1998 increased
to $110 million from $79 million during the same period last year.
However, prior to the inclusion of
12
<PAGE> 13
Gulf's Heavy Oil division and the $4 million impact of Syncrude's
accelerated plant maintenance, operating costs on a boe basis decreased
by three per cent. Exploration expenses increased primarily due to an
additional $12 million of dry hole costs related to exploration wells
in Indonesia.
General and administrative expenses increased $6 million, primarily
related to the acquisition of Clyde and Stampeder operations and
increased building lease costs.
Depreciation, depletion and amortization expenses were $41 million
higher in the first quarter of 1998 than 1997. Of this amount, Gulf's
Heavy Oil division incurred charges of $15 million with the remainder
being largely a result of the full period impact of the Clyde
acquisition.
Net finance charges increased to $58 million in the first quarter of
1998 from $45 million in the same period of 1997. The increase reflects
the impact of an additional $6 million of interest expense associated
with the US$225 million debentures issued in March of 1997 and a $6
million increase reflecting the financing costs associated with the
acquisition of Clyde and Stampeder.
NET CASH FLOW AND FINANCIAL POSITION
In the first three months of 1998 Gulf spent $265 million on capital
expenditures and exploration expenses -- $167 million in North America,
$60 million in Indonesia and $38 million on international and corporate
activities. Gulf's total capital cost for the Corridor Block Gas
Project is expected to be US$374 million, of which $US299 million has
been spent to March 31, 1998. At March 31, 1998, the Company had drawn
US$189 million from the Corridor Facility, including US$39 million
during the first quarter of 1998.
By the end of the first quarter of 1998, the Company had agreements in
place to receive over $700 million in proceeds from asset sales, of
which $75 million had been received as of March 31, 1998. The largest
component of these transactions is the announced sale of its United
Kingdom North Sea interests for proceeds of $590 million, which will be
used to pay down debt.
Proceeds of $57 million were received from the exercise of 9.9 million
warrants for ordinary shares at a strike price of $5.75.
The $217 million minority interest reflected in the statement of
financial position relates to that portion of Gulf Indonesia ($186
million) and the SGS Limited Partnership ($31 million) not owned by the
Company.
Since the beginning of 1998, Gulf has increased its foreign exchange
hedges for 1998. At March 31, 1998 the Company's total forward sales of
U.S. dollars for the remainder of this year were US$386 million at an
average rate of US$0.70.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5: OTHER INFORMATION
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
The following exhibits are filed with this Form 10-Q and they are identified by
the number indicated.
Exhibit
(10) Material Contracts
10.1 Shareholder Rights Plan dated as of February 19, 1998 between
the Registrant and Montreal Trust Company of Canada
(incorporated herein by reference to Exhibit 1 to the
Registrant's Form 8-A filed on March 11, 1998)
(27) Financial Data Schedule
b. Reports on Form 8-K.
None.
14
<PAGE> 15
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.
GULF CANADA RESOURCES LIMITED
DATE: MAY 15, 1998 BY: /s/ CRAIG GLICK
CRAIG GLICK
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND SECRETARY (DULY AUTHORIZED OFFICER AND
PRINCIPLE FINANCIAL OFFICER)
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
STATEMENT OF FINANCIAL POSITION AND CONSOLIDATED STATEMENT OF EARNINGS AND
RETAINED EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q
</LEGEND>
<MULTIPLIER> 1,000,000
<CURRENCY> CANADIAN DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> .71
<CASH> 199
<SECURITIES> 0
<RECEIVABLES> 270
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 603
<PP&E> 7,769
<DEPRECIATION> 1,960
<TOTAL-ASSETS> 6,616
<CURRENT-LIABILITIES> 617
<BONDS> 2,841
0
577
<COMMON> 1,717
<OTHER-SE> 385
<TOTAL-LIABILITY-AND-EQUITY> 6,616
<SALES> 282
<TOTAL-REVENUES> 323
<CGS> 0
<TOTAL-COSTS> 305
<OTHER-EXPENSES> 19
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 58
<INCOME-PRETAX> (59)
<INCOME-TAX> (12)
<INCOME-CONTINUING> (47)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (47)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
