SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1993
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 1-959
THE LOUISIANA LAND AND EXPLORATION COMPANY
Exact name of registrant as specified in its charter
MARYLAND 72-0244700
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification No.
909 POYDRAS STREET, NEW ORLEANS, LA. 70112
Address of principal executive offices Zip Code
Registrant's telephone number, including area code 504-566-6500
NO CHANGE
Former name, former address and former fiscal year, if
changed since last report
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.
Outstanding at
Class July 30, 1993
CAPITAL STOCK, $.15 PAR VALUE 28,728,739 SHARES
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THE LOUISIANA LAND AND EXPLORATION COMPANY
INDEX
Page
Number
_________________________________________________________________
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
(The June 30, 1993 and 1992 consolidated financial
statements included in this filing on Form 10-Q have been
reviewed by KPMG Peat Marwick, independent auditors, in
accordance with established professional standards and
procedures for such a review. The report of KPMG Peat
Marwick commenting upon their review is included herein.)
Consolidated Balance Sheets - June 30, 1993 and
December 31, 1992........................... 3
Consolidated Statements of Earnings (Loss) - three
months and six months ended June 30, 1993 and
1992......................................... 4
Consolidated Statements of Cash Flows - six months
ended June 30, 1993 and 1992.................. 5
Notes to Consolidated Financial Statements........ 6-9
Independent Auditors' Report...................... 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 11-13
Petroleum Segment Information......................... 14
Operating Data........................................ 15-16
Part II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K............ 17
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<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE LOUISIANA LAND AND EXPLORATION COMPANY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Millions of dollars)
<CAPTION>
June 30, December 31,
ASSETS 1993 1992
_____________________________________________________________________________________
<S> <C> <C>
CURRENT ASSETS:
Cash, including cash equivalents (June 30,
1993-$52.6; December 31, 1992-$32.7) $ 64.3 40.5
Accounts and notes receivable, principally trade 94.9 74.6
Income taxes receivable - 5.8
Inventories 24.4 25.6
Prepaid expenses 10.2 6.3
_____________________________________________________________________________________
TOTAL CURRENT ASSETS 193.8 152.8
_____________________________________________________________________________________
Investments in affiliates 30.9 31.1
Property, plant and equipment 2,403.1 2,330.6
Less accumulated depletion, depreciation and amortization (1,404.5) (1,356.4)
_____________________________________________________________________________________
NET PROPERTY, PLANT AND EQUIPMENT 998.6 974.2
_____________________________________________________________________________________
Deferred income taxes 1.6 -
Other assets 53.1 51.0
_____________________________________________________________________________________
$ 1,278.0 1,209.1
_____________________________________________________________________________________
LIABILITIES AND STOCKHOLDERS' EQUITY
_____________________________________________________________________________________
CURRENT LIABILITIES:
Current portion of long-term debt 86.5 -
Accounts payable and accrued expenses 117.2 158.1
Income taxes payable 2.4 6.9
Deferred income taxes 2.1 8.0
_____________________________________________________________________________________
TOTAL CURRENT LIABILITIES 208.2 173.0
_____________________________________________________________________________________
Deferred income taxes 136.1 148.8
Long-term debt 356.3 343.0
Other liabilities 153.2 127.7
_____________________________________________________________________________________
STOCKHOLDERS' EQUITY:
Capital stock 5.7 5.7
Additional paid-in capital 43.0 41.5
Retained earnings 698.7 704.5
_____________________________________________________________________________________
747.4 751.7
Loans to ESOP (10.3) (11.8)
Cost of capital stock in treasury (312.9) (323.3)
_____________________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY 424.2 416.6
_____________________________________________________________________________________
$ 1,278.0 1,209.1
_____________________________________________________________________________________
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(UNAUDITED)
(Millions, except per share data)
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1993 1992 1993 1992
_____________________________________________________________________________________
<S> <C> <C> <C> <C>
REVENUES:
Oil and gas $ 89.7 81.7 172.3 155.7
Refined products 99.6 107.8 200.8 210.8
Other 5.4 2.8 8.5 8.7
_____________________________________________________________________________________
194.7 192.3 381.6 375.2
_____________________________________________________________________________________
COSTS AND EXPENSES:
Lease operating and facility expenses 23.4 23.5 50.4 52.7
Refinery cost of sales and operating
expenses 98.6 102.2 198.5 200.3
Dry holes and exploratory charges 13.0 12.1 21.4 20.1
Depletion, depreciation and amortization 27.3 26.6 52.8 54.0
Taxes, other than on earnings 6.1 6.5 12.7 12.3
General, administrative and other expenses 10.9 9.2 20.6 20.4
Interest and debt expenses 5.4 6.0 10.2 12.8
Restructuring charges - - - 35.4
_____________________________________________________________________________________
184.7 186.1 366.6 408.0
_____________________________________________________________________________________
Earnings (loss) before income taxes 10.0 6.2 15.0 (32.8)
Income tax expense (benefit) 4.4 1.4 6.7 (11.7)
_____________________________________________________________________________________
Earnings (loss) before cumulative effect
of changes in accounting principles 5.6 4.8 8.3 (21.1)
Cumulative effect on years prior to 1993
of changes in accounting principles - - .2 -
_____________________________________________________________________________________
NET EARNINGS (LOSS) $ 5.6 4.8 8.5 (21.1)
_____________________________________________________________________________________
Primary and fully diluted earnings (loss)
per share before cumulative effect of
changes in accounting principles 0.20 0.17 0.29 (0.75)
Cumulative effect on years prior to 1993
of changes in accounting principles - - 0.01 -
_____________________________________________________________________________________
PRIMARY AND FULLY DILUTED EARNINGS (LOSS)
PER SHARE $ 0.20 0.17 0.30 (0.75)
_____________________________________________________________________________________
AVERAGE SHARES 28.8 28.3 28.7 28.3
_____________________________________________________________________________________
CASH DIVIDENDS PER SHARE $ 0.25 0.25 0.50 0.50
_____________________________________________________________________________________
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Millions of dollars)
<CAPTION>
Six months ended
June 30,
1993 1992
_____________________________________________________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ 8.5 (21.1)
Adjustments to reconcile to cash flows
from operations:
Changes in accounting principles (.2) -
Restructuring charges - 35.4
Depletion, depreciation and amortization 52.8 54.0
Deferred income taxes .7 (6.3)
Dry holes and impairment charges 9.2 6.8
Other 2.0 6.9
_____________________________________________________________________________________
73.0 75.7
Changes in operating assets and liabilities:
Net (increase) decrease in receivables (9.7) .4
Net decrease in inventories 1.2 .8
Net (increase) decrease in prepaid items (3.9) 5.4
Net decrease in payables (8.0) (5.0)
Other 9.9 (8.0)
_____________________________________________________________________________________
NET CASH FLOWS FROM OPERATING ACTIVITIES 62.5 69.3
_____________________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (82.0) (75.7)
Other (37.6) (8.2)
_____________________________________________________________________________________
NET CASH FLOWS FROM INVESTING ACTIVITIES (119.6) (83.9)
_____________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to long-term debt 100.0 113.7
Repayments of long-term debt (1.8) (1.4)
Dividends (14.3) (14.2)
Repayment of loans to ESOP 1.5 1.4
Purchase of treasury stock (1.5) -
Other (3.0) (.7)
_____________________________________________________________________________________
NET CASH FLOWS FROM FINANCING ACTIVITIES 80.9 98.8
_____________________________________________________________________________________
INCREASE IN CASH AND CASH EQUIVALENTS $ 23.8 84.2
_____________________________________________________________________________________
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
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THE LOUISIANA LAND AND EXPLORATION COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting only of normal recurring accruals) necessary to present
fairly the financial position as of June 30, 1993, and the results
of operations and cash flows for the three-month and six-month
periods ended June 30, 1993 and 1992. Certain amounts have been
reclassified to conform with the current period's presentation.
2. In April 1993, the Company completed its second $100 million public
offering of debt securities under an existing $300 million shelf
registration filed in 1992 under the Securities and Exchange
Commission's rules with the issuance of 7-5/8% Debentures due 2013.
The net proceeds of approximately $98 million ultimately will be
used primarily to repay the $87 million of long-term debt maturing
in the second half 1993.
3. As indicated in Note 11 of "Notes to Consolidated Financial
Statements" in the Company's 1992 Annual Report to Shareholders, the
Company adopted SFAS No. 106 - "Employers' Accounting for
Postretirement Benefits Other Than Pensions," effective January 1,
1993. Upon adoption, the Company recorded a transition liability
of $20.5 million as a one-time non-cash charge against earnings
($13.5 million after income taxes; $0.47 per share) in the first
quarter of 1993. In addition, of the estimated $3 million net
periodic benefit cost applicable to 1993, approximately $0.7 million
($0.5 million after income taxes; $0.02 per share) and $1.5 million
($1.0 million after income taxes; $0.03 per share) were charged
against earnings for the three-month and six-month periods ended
June 30, 1993.
4. As indicated in Note 10 of "Notes to Consolidated Financial
Statements" in the Company's 1992 Annual Report to Shareholders, the
Company adopted SFAS No. 109 - "Accounting for Income Taxes,"
effective January 1, 1993. Upon adoption, the Company recorded a
non-cash credit to earnings of $13.7 million ($0.48 per share) in
the first quarter of 1993, which represented the recognition of
deferred tax assets existing at December 31, 1992. The application
of SFAS No. 109 had no effect on income tax expense for the first
half of 1993. No valuation allowance for deferred tax assets was
considered necessary as of June 30, 1993.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. For the three months ended June 30, 1993 and 1992, interest costs
incurred were $9.8 million and $9.5 million, respectively, of which
$4.4 million and $3.5 million, respectively, were capitalized as
part of the cost of property, plant and equipment. For six-months
ended June 30, 1993 and 1992, interest costs incurred were $18.6
million and $19.2 million, respectively, of which $8.4 million and
$6.4 million, respectively, were capitalized as part of the cost of
property, plant and equipment.
6. Primary earnings (loss) per share are calculated on the weighted
average number of shares outstanding during each period for capital
stock and, when dilutive, capital stock equivalents, which assumes
exercise of stock options. Fully diluted earnings (loss) per share
are calculated on the same basis, but also assumed conversion, when
dilutive, of the convertible subordinated debentures for the period
outstanding prior to the call for redemption on September 25, 1992,
and elimination of the related interest expense, net of income
taxes.
7. In accordance with Regulation S-X, Rule 3-09, the audited
consolidated financial statements of the Company's 50%-owned
affiliate, MaraLou Netherlands Partnership (MaraLou) and its wholly-
owned consolidated subsidiary, CLAM Petroleum Company (CLAM), were
filed with the Company's Annual Report on Form 10-K for the year
ended December 31, 1992.
Accordingly, the following unaudited summarized consolidated income
statement information for MaraLou and its consolidated subsidiary,
CLAM, for the three-month and six-month periods ended June 30, 1993
and 1992 are presented in accordance with Regulation S-X, Rule
10-01(b).
<TABLE>
<CAPTION>
(Unaudited)
Three months ended Six months ended
June 30, June 30,
1993 1992 1993 1992
_________________________________________________________________________________
<S> <C> <C> <C> <C>
Gross revenues $ 18.8 20.8 38.4 49.0
_________________________________________________________________________________
Operating profit 9.6 14.2 21.7 27.9
_________________________________________________________________________________
Earnings before cumulative effect of
change in accounting principle 5.6 5.5 8.7 6.3
Cumulative effect on years prior to
1993 of change in accounting
principle for income taxes - - (6.0) -
_________________________________________________________________________________
Net earnings (loss) $ 5.6 5.5 2.7 6.3
_________________________________________________________________________________
</TABLE>
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. In August 1989, the State of Louisiana, in connection with its claim
against Texaco in the Texaco bankruptcy proceedings, filed an Amended
and Restated Objection, Amended and Restated Proof of Claim and
Complaint naming, as class action defendants, all persons having
overriding royalty, working or other mineral interests in State
mineral leases held by Texaco. The State sought cancellation of
certain interests in State mineral leases, including the interests of
class members. The Company was a potential class member as a result
of its ownership of royalty interests in State mineral leases
subleased to Texaco and its ownership of overriding royalty and
working interests in other State leases with Texaco. On January 30,
1992, the United States District Court for the Middle District of
Louisiana denied the State's motion to certify a defendant class and
denied the State's motion for summary judgment, which had sought a
declaration that Texaco could not assume State mineral leases under
bankruptcy law. A subsequent appeal by the State was dismissed.
On January 10, 1992, the Company was served with a Second Amendment
and Supplement to Amended and Restated Objection, Amended and Restated
Proof of Claim and Complaint of the State of Louisiana, wherein the
Company was added as a defendant in its capacity as a sublessor to
Texaco. The State has asserted a monetary claim of $210.9 million in
principal and $264.8 million in interest, plus penalties, damages
equal to double the amount of royalties allegedly due, and attorneys'
fees, against Texaco and the Company based on Texaco's alleged
improper calculation of royalties on six State leases which Texaco has
operated under subleases from the Company. The Company believes that
the monetary amount of the State's claims is significantly overstated.
The State further seeks cancellation of the State mineral leases
subleased to Texaco based on Texaco's alleged conduct in operating
those leases. Lease cancellation is an extraordinary remedy under
Louisiana Law. The Company believes it has contractual and legal
rights to obtain indemnity, reimbursement and damages from Texaco for
any amounts claimed by the State or any other losses sustained as a
result of the State's action. In the opinion of Management, the
ultimate resolution of these claims should not have a material adverse
affect upon the results of operations, cash flows or financial
position of the Company.
The Company is subject to other legal proceedings, claims and
liabilities, including environmental matters, which arise in the
ordinary course of its business. In the opinion of Management, the
amount of ultimate liability with respect to these actions will not
materially affect the financial position of the Company.
9. On July 18, 1993, the Company entered into an agreement to acquire all
of the issued and outstanding common stock of NERCO Oil & Gas, Inc.
The cash purchase price of approximately $354 million will be financed
initially through the credit facility discussed below. The cost of
the acquisition will be allocated under the purchase method of
accounting based on the fair value of the assets acquired and
liabilities assumed. Subject to routine regulatory approval, the
purchase is expected to be completed in mid-September.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. On August 12, 1993, the Company entered into a definitive agreement
with British Gas Exploration and Production Limited for the
acquisition of its 14 percent working interest in Block 16/17 in the
U.K. North Sea. The cash purchase price of approximately $232 million
will be financed initially through the credit facility discussed
below. Subject to rights of preemption by other partners in the block
and to customary reviews and regulatory approvals, the acquisition is
expected to be completed within 90 days.
11. The Company has obtained a commitment from a group of banks to arrange
a financing facility totaling $790 million. The facility is
contemplated, at present, to be structured in two parts: a $540
million six-year revolving line of credit and a $250 million two-year
term loan. The closing of the facility is anticipated to be in mid-
September. The proceeds will be used to finance the aforementioned
acquisitions. The Company may also use some of the proceeds to
finance the retirement of existing long-term debt and for other
general corporate purposes.
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
The Louisiana Land and Exploration Company:
We have reviewed the consolidated balance sheet of The Louisiana Land and
Exploration Company and subsidiaries as of June 30, 1993, and the related
consolidated statements of earnings (loss) and cash flows for the three-
month and six-month periods ended June 30, 1993 and 1992. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Louisiana Land and
Exploration Company and subsidiaries as of December 31, 1992, and the
related consolidated statements of earnings (loss), stockholders' equity,
and cash flows for the year then ended (not presented herein); and in our
report dated February 8, 1993, we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
December 31, 1992, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG PEAT MARWICK
New Orleans, Louisiana
August 6, 1993, except as to Note 10
which is as of August 12, 1993
PAGE
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
REVIEW OF OPERATIONS
Pretax earnings for the 1993 second quarter more than doubled from the
prior quarter and were also higher in the second quarter and first half
of 1993 than in the comparable periods of 1992 (after excluding the 1992
nonrecurring charges totaling $40.9 million for the restructuring of the
Company's domestic oil and gas operations and for the uninsured costs
associated with a gas well blowout). These improvements were primarily
due to revenue increases from oil and gas operations.
However, the increased oil and gas revenues in 1993 were partially
offset by declines from both refining and marketing operations and the
decline in the Company's equity in the earnings of its 50%-owned
affiliate, CLAM Petroleum Company (CLAM). CLAM's reduced earnings were
primarily attributable to a $6 million charge ($3 million net to the
Company) for the cumulative effect on years prior to 1993 of the change
in accounting for income taxes as prescribed by SFAS No. 109 and declines
in natural gas prices and deliveries. CLAM's deliveries are expected to
decline further in the third quarter due to a combination of seasonally
lower demand and construction related curtailments.
OIL AND GAS OPERATIONS
Revenues from the Company's oil and gas operations in the second
quarter of 1993 increased $8 million from the 1992 quarter. Liquids
revenues were down nearly $2 million as the effects of higher volumes ($2
million) were more than offset by lower prices ($4 million). Natural gas
revenues were up $10 million due to a significant increase in domestic
natural gas prices ($10 million), and the inclusion of almost $2 million
in revenues from the settlement of a lease ownership dispute. These
increases were partially offset by reduced natural gas deliveries ($2
million).
In the first half of 1993, revenues from oil and gas operations were
up over $16 million from the comparable prior year period. Liquids
revenues were up over $2 million due to higher volumes. Natural gas
revenues were up $16 million primarily due to an increase in domestic
prices ($18 million) which was partially offset by reduced deliveries ($4
million).
Crude oil volumes in the second quarter and first half of 1993
increased from the prior year primarily as a result of the purchase of
working interests in domestic, North Sea and other foreign proved
properties since the second quarter of 1992, new domestic wells coming
onstream, and increased production from domestic wells that were shut-in
for maintenance and repairs during the prior year period. Partially
offsetting these increases were natural declines and reduced production
resulting from wells shut-in for repairs and maintenance at domestic
properties and at the Brae Field in the North Sea.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS. (CONTINUED)
The declines in domestic natural gas deliveries in both the second
quarter and first half of 1993 from the prior year periods were primarily
attributable to natural declines at mature producing properties, wells
shut-in for maintenance and repairs, and the early 1993 disposition of
South Marsh Island 141. These declines more than offset the effect of new
domestic wells coming onstream and the return to production of wells
previously shut-in for repairs and maintenance.
Lease operating and facility expenses (LOE) were lower in the 1993
first half primarily due to the inclusion in the 1992 first quarter of
$5.5 million of charges associated with a gas well blowout. Absent this
1992 charge, increases in LOE were due primarily to higher operating
expenses on new and existing properties and higher repair and maintenance
costs during the second quarter and first half of 1993. Dry holes and
exploratory charges increased in the 1993 periods due to the write-off of
unsuccessful wells and impairment of leaseholds resulting from increased
exploration activity. General, administrative and other expenses
increased from the 1992 periods primarily due to the inclusion of costs
associated with postretirement benefits other than pensions. Interest and
debt expenses declined in both the second quarter and first half of 1993
from the 1992 periods primarily due to an increase in interest capitalized
on a greater number of qualifying projects.
REFINING AND MARKETING OPERATIONS
Refined product demand and prices in the 1993 second quarter declined
from the comparable 1992 quarter. Reduced sales volumes ($2 million) and
prices ($5 million) during the 1993 second quarter as compared to the 1992
second quarter resulted in a $7 million decline in revenues. While
feedstock costs decreased $4 million, this was not enough to offset the
adverse impact of the lower revenues on profit margins resulting in a
marginal operating loss for the second quarter. Profits from crude oil
marketing activities were also marginally lower than in the prior year
quarter.
The refining profit margins for the first half of 1993 were
significantly below those of 1992. While sales volumes were up
marginally, lower revenues from a decline in prices ($10 million) and
increased operating expenses more than offset the favorable impact of
lower feedstock costs ($4 million) resulting in a $1 million operating
loss. Profits from crude oil marketing activities were also lower than
in the prior year period.
LIQUIDITY AND CAPITAL RESOURCES
In the first half of 1993, the Company generated approximately $62
million in cash from operations which, with the proceeds from the debt
offering discussed below, was utilized for capital projects ($82 million),
payments for prior year accrued capital expenditures included in other
investing activities ($37 million) and dividends ($14 million).
PAGE
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS. (CONTINUED)
On April 14th, the Company completed its second $100 million public
offering of debt securities under an existing $300 million shelf
registration filed in 1992 under the Securities and Exchange Commission's
rules with the issuance of 7-5/8% Debentures due 2013. The net proceeds
of approximately $98 million ultimately will be used primarily to repay
$87 million of long-term debt maturing in the second half of 1993.
On July 18, 1993, the Company entered into an agreement providing for
the acquisition of NERCO Oil & Gas, Inc. (NOG), for approximately $354
million in cash. The Black Lake Field, a significant onshore property
owned by NOG, is not included in the sale and will be disposed of by NOG
prior to the closing of the transaction. The properties being acquired
include working interests averaging over 50% in 50 producing oil and gas
fields located predominantly in the Gulf of Mexico, a substantial portion
of which are operated by NOG. Current production from these properties
is estimated to be approximately 137 million cubic feet of natural gas and
nearly six thousand barrels of liquids per day. Also included in the
acquisition are NOG's interests in leases on 53 undeveloped blocks in the
Gulf. Subject to routine regulatory approval, the acquisition is expected
to be completed in mid-September.
On August 12, 1993, the Company entered into a definitive agreement
with British Gas Exploration and Production Limited for the acquisition
of its 14 percent working interest in Block 16/17 in the U. K. North Sea
for approximately $232 million in cash. Block 16/17 contains two oil
fields which are under development: the Tiffany Field, where production
is scheduled to begin in early September, and the satellite field, Toni,
which is scheduled to start-up in November. The development of two
additional fields, Thelma and Southeast Thelma, is in the advance planning
stage. Subject to rights of preemption by other partners in the block and
to customary reviews and regulatory approvals, the acquisition is expected
to be completed within 90 days.
The Company has obtained a commitment from a group of banks to arrange
a financing facility totaling $790 million. The facility is contemplated,
at present, to be structured in two parts: a $540 million six-year
revolving line of credit and a $250 million two-year term loan. The
closing of the facility is anticipated to be in mid-September. The
proceeds will be used to finance the aforementioned acquisitions. The
Company may also use some of the proceeds to finance the retirement of
existing long-term debt and for other general corporate purposes.
The Company intends to approach the public equity and debt markets, as
market conditions warrant, to refinance a portion of the combined
acquisition cost.
NOTE: The accompanying consolidated financial statements and notes
thereto included in Item 1. of this Form 10-Q and the petroleum
segment information and operating data following this Item 2. are
an integral part of this discussion and analysis and should be
read in conjunction herewith.
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<TABLE> THE LOUISIANA LAND AND EXPLORATION COMPANY
PETROLEUM SEGMENT INFORMATION
(Millions of dollars)
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1993 1992 1993 1992
_____________________________________________________________________________________
<S> <C> <C> <C> <C>
Sales to Unaffiliated Customers:
Domestic $168.8 168.8 331.0 325.4
North Sea 10.2 11.9 20.6 24.5
Other foreign 10.2 8.8 21.4 16.6
_____________________________________________________________________________________
189.2 189.5 373.0 366.5
Interest and other income 5.5 2.8 8.6 8.7
_____________________________________________________________________________________
Total revenues $194.7 192.3 381.6 375.2
_____________________________________________________________________________________
Earnings (Loss) before Income Taxes:
Operating profit (loss):
Domestic 27.9 19.6 45.9 (6.3)
North Sea (2.7) .8 (2.4) 3.6
Other foreign (2.5) (.1) (2.4) (2.1)
_____________________________________________________________________________________
22.7 20.3 41.1 (4.8)
Other income (expense), net (12.7) (14.1) (26.1) (28.0)
_____________________________________________________________________________________
Earnings (loss) before income taxes $ 10.0 6.2 15.0 (32.8)
_____________________________________________________________________________________
Capital Expenditures:
Exploration:
Domestic 4.7 6.5 11.0 14.9
North Sea .1 .6 .9 .7
Other foreign - 2.0 5.1 3.7
_____________________________________________________________________________________
4.8 9.1 17.0 19.3
_____________________________________________________________________________________
Development:
Domestic 14.4 12.1 21.3 21.0
North Sea 6.4 8.1 23.6 15.7
Other foreign .1 .5 .4 1.1
_____________________________________________________________________________________
20.9 20.7 45.3 37.8
_____________________________________________________________________________________
25.7 29.8 62.3 57.1
Refining and marketing 6.5 6.3 9.9 10.3
_____________________________________________________________________________________
32.2 36.1 72.2 67.4
Capitalized interest 4.4 3.4 8.4 6.3
Other .7 .7 1.4 2.0
_____________________________________________________________________________________
$ 37.3 40.2 82.0 75.7
_____________________________________________________________________________________
</TABLE>
PAGE
<PAGE>
<TABLE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
OPERATING DATA
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1993 1992 1993 1992
_____________________________________________________________________________________
<S> <C> <C> <C> <C>
OIL AND GAS OPERATIONS1
CRUDE AND CONDENSATE2
Production (thousands of barrels per day):
Domestic 20.5 20.0 20.3 19.7
North Sea 6.2 6.2 6.3 6.7
Other foreign 6.7 5.9 7.0 6.0
_____________________________________________________________________________________
33.4 32.1 33.6 32.4
_____________________________________________________________________________________
Average price received (per barrel):
Domestic $18.43 19.73 18.56 18.50
North Sea 17.44 19.96 17.41 18.87
Other foreign 15.59 15.34 15.65 14.17
Consolidated 17.68 18.97 17.74 17.77
_____________________________________________________________________________________
PLANT PRODUCTS
Production (thousands of barrels per day):
Domestic 2.7 2.6 2.4 2.3
North Sea .3 .5 .3 .5
_____________________________________________________________________________________
3.0 3.1 2.7 2.8
_____________________________________________________________________________________
Average price received (per barrel):
Domestic $12.03 11.74 11.93 12.56
North Sea 13.28 11.82 13.21 14.66
Consolidated 12.16 11.75 12.09 12.92
_____________________________________________________________________________________
NATURAL GAS
Production (millions of cubic feet per day):
Domestic 137.2 148.7 134.9 148.7
North Sea .1 .2 .1 .2
Other foreign 4.6 6.2 5.9 5.4
CLAM Petroleum Company 39.9 40.6 42.2 47.9
_____________________________________________________________________________________
181.8 195.7 183.1 202.2
_____________________________________________________________________________________
Average price received (per MCF):
Domestic $ 2.47 1.53 2.25 1.45
North Sea 1.86 2.11 1.62 1.66
Other foreign 1.39 .79 1.29 .83
CLAM Petroleum Company 2.51 2.73 2.45 2.76
Consolidated 2.45 1.75 2.26 1.74
_____________________________________________________________________________________
<FN>
1 Includes the Company's 50% equity interest in its unconsolidated affiliate, CLAM
Petroleum Company.
2 Before the elimination of intercompany transfers.
</TABLE>
<PAGE>
<PAGE>
<TABLE> THE LOUISIANA LAND AND EXPLORATION COMPANY
OPERATING DATA (CONTINUED)
<CAPTION> Three months ended Six months ended
June 30, June 30,
1993 1992 1993 1992
_____________________________________________________________________________________
<S> <C> <C> <C> <C>
REFINING AND MARKETING OPERATIONS
Refining Operating Profit (Loss):
Revenues:
Refined products* $105.1 112.5 210.0 220.8
Other .8 .2 1.3 .3
_____________________________________________________________________________________
105.9 112.7 211.3 221.1
_____________________________________________________________________________________
Cost and expenses:
Cost of sales* 95.2 99.6 190.7 194.8
Operating expenses 9.0 7.4 17.1 15.6
Depreciation 1.2 1.2 2.5 2.4
Taxes, other than income 1.0 .6 2.0 1.5
_____________________________________________________________________________________
106.4 108.8 212.3 214.3
_____________________________________________________________________________________
(.5) 3.9 (1.0) 6.8
Crude Marketing Gain .5 .9 1.0 2.8
_____________________________________________________________________________________
$ - 4.8 - 9.6
_____________________________________________________________________________________
*Before the elimination of intercompany
transfers to the Company's refinery $ 5.6 4.8 9.3 10.1
_____________________________________________________________________________________
Sales (thousands of barrels per day) 51.2 52.2 51.8 51.5
_____________________________________________________________________________________
Average price received (per barrel) $22.57 23.71 22.42 23.55
_____________________________________________________________________________________
_____________________________________________________________________________________
GROSS WELLS DRILLED
WORKING INTEREST
Exploratory:
Oil 7 5 13 9
Gas 1 2 3 3
Dry 5 7 11 8
_____________________________________________________________________________________
13 14 27 20
_____________________________________________________________________________________
Development:
Oil 2 2 3 5
Gas 3 1 4 3
Dry - 1 - 1
_____________________________________________________________________________________
5 4 7 9
_____________________________________________________________________________________
Total working interest 18 18 34 29
ROYALTY INTEREST 11 6 19 8
_____________________________________________________________________________________
Total wells 29 24 53 37
_____________________________________________________________________________________
NET WELLS DRILLED
Exploratory:
Oil 3.1 2.5 5.7 4.8
Gas .2 .9 1.4 1.3
Dry 1.4 3.6 5.1 3.8
_____________________________________________________________________________________
4.7 7.0 12.2 9.9
_____________________________________________________________________________________
Development:
Oil .5 .6 .8 .9
Gas .5 .1 .7 1.1
Dry - .5 - .5
_____________________________________________________________________________________
1.0 1.2 1.5 2.5
_____________________________________________________________________________________
Total net wells 5.7 8.2 13.7 12.4
_____________________________________________________________________________________
/TABLE
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
The following Exhibit has been filed with the Securities and
Exchange Commission:
Exhibit 11
Computation of Primary and Fully Diluted Earnings
(Loss) Per Share - Three Months and Six Months Ended
June 30, 1993 and 1992.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the three months ended
June 30, 1993.
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.
THE LOUISIANA LAND AND EXPLORATION COMPANY
(REGISTRANT)
By: /s/ Jerry D. Carlisle
____________________________________________
JERRY D. CARLISLE
VICE PRESIDENT AND CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
Dated: August 12, 1993
<PAGE>
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
INDEX TO EXHIBITS
(Item 6(a))
The following Exhibit has been filed with the Securities and Exchange
Commission:
Exhibit 11 Computation of Primary and Fully Diluted Earnings (Loss)
Per Share - Three Months and Six Months Ended June 30, 1993
and 1992.
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 11
THE LOUISIANA LAND AND EXPLORATION COMPANY
COMPUTATION OF PRIMARY AND FULLY DILUTED
EARNINGS (LOSS) PER SHARE
(Millions, except per share data)
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1993 1992 1993 1992
_____________________________________________________________________________________
<S> <C> <C> <C> <C>
PRIMARY EARNINGS (LOSS) PER SHARE:
Earnings (loss) before cumulative effect
of changes in accounting principles $ 5.6 4.8 8.3 (21.1)
Cumulative effect on years prior to 1993
of changes in accounting principles - - .2 -
_____________________________________________________________________________________
Net earnings (loss) $ 5.6 4.8 8.5 (21.1)
_____________________________________________________________________________________
Weighted average shares outstanding 28.7 28.3 28.6 28.3
Incremental shares attributable to
outstanding stock options .1 - .1 -
_____________________________________________________________________________________
Weighted average shares, as adjusted 28.8 28.3 28.7 28.3
_____________________________________________________________________________________
Primary earnings (loss) per share
before cumulative effect of changes
in accounting principles 0.20 0.17 0.29 (0.75)
Cumulative effect on years prior to
1993 of changes in accounting
principles - - 0.01 -
_____________________________________________________________________________________
Primary earnings (loss) per share $0.20 0.17 0.30 (0.75)
_____________________________________________________________________________________
_____________________________________________________________________________________
FULLY DILUTED EARNINGS (LOSS) PER SHARE:
Net earnings (loss) N/A $ 4.8 N/A (21.1)
Add back interest expense applicable to
convertible subordinated debentures,
net of income taxes " .5 " 1.1
_____________________________________________________________________________________
Net earnings (loss), as adjusted " $ 5.3 " (20.0)
_____________________________________________________________________________________
Weighted average shares outstanding " 28.3 " 28.3
Incremental shares attributable to
outstanding stock options " - " -
Shares attributable to assumed
conversion of convertible
subordinated debentures " .4 " .4
_____________________________________________________________________________________
Weighted average shares, as adjusted " 28.7 " 28.7
_____________________________________________________________________________________
Fully diluted earnings (loss) per share " $0.18* " (0.70)*
_____________________________________________________________________________________
<FN>
* This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to APB Opinion No. 15 because it
produces an anti-dilutive result.
</TABLE>
