<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-9971
BURLINGTON RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1413284
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5051 Westheimer, Suite 1400, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 624-9500
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.
Class Outstanding
Common Stock, par value $.01 per share,
as of September 30, 1994 126,598,960
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
BURLINGTON RESOURCES INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THIRD QUARTER NINE MONTHS
1995 1994 1995 1994
(In Thousands, Except per Share Amounts)
<S> <C> <C> <C> <C>
Revenues...............................$ 210,226 $ 273,332 $ 636,008 $ 814,319
Costs and Expenses..................... 699,721 233,940 1,123,667 659,642
--------- --------- ---------- ----------
Operating Income (Loss)................ (489,495) 39,392 (487,659) 154,677
Interest Expense....................... 27,097 24,673 81,511 64,440
Other Income (Expense) - Net........... (846) 2,038 (1,220) 1,970
--------- -------- ---------- ----------
Income (Loss) Before Income Taxes...... (517,438) 16,757 (570,390) 92,207
Income Tax Benefit..................... (217,837) (3,938) (268,141) (9,220)
--------- -------- ---------- ----------
Net Income (Loss)......................$(299,601) $ 20,695 $ (302,249) $ 101,427
========= ========= ========== ==========
Earnings (Loss) per Common Share.......$ (2.36) $ .16 $ (2.38) $ .78
========= ========= ========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-2-
<PAGE>
BURLINGTON RESOURCES INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
(In Thousands)
<S> <C> <C>
ASSETS
Current Assets
Cash and Short-term Investments.............................$ 19,759 $ 19,898
Accounts Receivable......................................... 182,180 193,825
Inventories................................................. 11,166 35,188
Other Current Assets........................................ 20,816 17,191
----------- -----------
233,921 266,102
----------- -----------
Oil & Gas Properties (Successful Efforts Method)............. 5,814,695 5,689,135
Other Properties............................................. 516,648 572,490
----------- -----------
6,331,343 6,261,625
Accumulated Depreciation, Depletion and Amortization........ 2,567,676 1,904,212
----------- -----------
Properties - Net............................................ 3,763,667 4,357,413
----------- -----------
Other Assets................................................. 153,365 185,095
----------- -----------
Total Assets..............................................$ 4,150,953 $ 4,808,610
=========== ===========
LIABILITIES
Current Liabilities
Accounts Payable............................................$ 264,139 $ 193,819
Taxes Payable............................................... 30,823 47,080
Dividends Payable........................................... 17,402 17,434
Other Current Liabilities................................... 2,365 3,688
----------- -----------
314,729 262,021
----------- -----------
Long-term Debt............................................... 1,278,165 1,309,137
----------- -----------
Deferred Income Taxes........................................ 178,692 480,648
----------- -----------
Other Liabilities and Deferred Credits....................... 163,198 188,763
----------- -----------
Commitments and Contingent Liabilities
STOCKHOLDERS' EQUITY
Common Stock, Par Value, $.01 Per Share
(Authorized 325,000,000 Shares; Issued 150,000,000 Shares).. 1,500 1,500
Paid-in Capital.............................................. 2,935,445 2,936,374
Retained Earnings............................................ 196,951 551,385
----------- -----------
3,133,896 3,489,259
Cost of Treasury Stock
(1995, 23,401,040 Shares; 1994, 23,491,040 Shares)......... 917,727 921,218
----------- -----------
Common Stockholders' Equity.................................. 2,216,169 2,568,041
----------- -----------
Total Liabilities and Common Stockholders' Equity.....$ 4,150,953 $ 4,808,610
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
-3-
<PAGE>
BURLINGTON RESOURCES INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS
1995 1994
(In Thousands)
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss)..............................................$ (302,249) $ 101,427
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided By Operating Activities
Depreciation, Depletion and Amortization...................... 285,561 244,765
Deferred Income Taxes......................................... (301,939) (27,099)
Exploration Costs............................................. 34,783 26,857
Impairment of Oil and Gas Properties.......................... 490,000 -
Working Capital Changes
Accounts Receivable.......................................... 11,645 44,624
Inventories.................................................. 24,022 (10,736)
Other Current Assets......................................... (3,625) (10,830)
Accounts Payable............................................. 70,320 (28,043)
Taxes Payable................................................ (16,257) 11,864
Other Current Liabilities.................................... (1,355) (6,389)
Gain on Sales and Other....................................... 44,058 25,135
---------- ---------
Net Cash Provided By Operating Activities................... 334,964 371,575
---------- ---------
Cash Flows From Investing Activities
Additions to Properties........................................ (446,095) (751,250)
Proceeds from Sales and Other.................................. 214,641 81,133
--------- ---------
Net Cash Used In Investing Activities....................... (231,454) (670,117)
--------- ---------
Cash Flows From Financing Activities
Proceeds from Long-term Financing.............................. 150,000 481,580
Reduction in Long-term Debt.................................... (180,173) -
Dividends Paid................................................. (52,229) (53,508)
Treasury Stock Transactions - Net.............................. 3,491 (113,056)
Other.......................................................... (24,738) (31,335)
--------- ---------
Net Cash Provided By (Used In) Financing Activities......... (103,649) 283,681
--------- ---------
Decrease in Cash and Short-term Investments..................... (139) (14,861)
Cash and Short-term Investments
Beginning of Year.............................................. 19,898 19,784
--------- ---------
End of Period..................................................$ 19,759 $ 4,923
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-4-
<PAGE>
BURLINGTON RESOURCES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The 1994 Annual Report on Form 10-K of Burlington Resources Inc. (the
"Company") includes certain definitions and a summary of significant
accounting policies and should be read in conjunction with this Quarterly
Report on Form 10-Q. The statements for the periods presented herein are
unaudited, condensed and do not contain all information required by
generally accepted accounting principles to be included in a full set of
financial statements. In the opinion of management, all material
adjustments necessary to present fairly the results of operations have been
included. All such adjustments are of a normal, recurring nature. The
results of operations for any interim period are not necessarily indicative
of the results of operations for the entire year.
Earnings (loss) per common share is based on the weighted average number of
common shares outstanding during the year. The weighted average number of
common shares outstanding was 127 million and 130 million for the first
nine months of 1995 and 1994, respectively.
2. RECLASSIFICATION
The Company's 1995 revenues include amounts from the sale of NGLs, less the
actual costs incurred to gather, treat, process and transport the
hydrocarbons to market. To conform to current presentation, the Company
reclassified approximately $121 million of costs and expenses to revenues
for the first nine months of 1994. The financial statements for previous
periods include certain other reclassifications that were made to conform
to current presentation. The reclassifications have no impact on
previously reported operating income, net income, or stockholders' equity.
-5-
<PAGE>
3. COMMITMENTS AND CONTINGENT LIABILITIES
On May 25, 1995, the 270th Judicial District Court of Harris County, Texas
entered an order in a lawsuit styled Caroline Altheide, et al. v. Meridian
Oil Inc., et al. which allows the suit to be maintained as a class action
on behalf of all royalty and overriding royalty interest owners in all
Meridian properties and all working interest owners in properties operated
by Meridian who have received payments from Meridian at any time from and
after December 1, 1986 based upon wellhead sales of natural gas to Meridian
Oil Trading Inc. The lawsuit involves claims for unspecified actual and
punitive damages based upon alleged breaches of duties owed to interest
owners because of the use of Meridian corporate affiliates to gather, treat
and market natural gas. The plaintiffs allege that Meridian's gas
producing affiliates have sold natural gas to marketing affiliates at low
inter-affiliate settlement prices which are then used as the basis for
accounting to interest owners. Plaintiffs also allege that Meridian's
pricing includes inappropriate deductions of inflated gathering and
transportation costs. Meridian is vigorously defending this litigation and
perfected an interlocutory appeal of the class certification order on May
30, 1995. This appeal effectively stays class action proceedings in the
trial court until the appeal is completed.
The Company and its subsidiaries are named defendants in numerous lawsuits
and named parties in numerous governmental proceedings arising in the
ordinary course of business. While the outcome of lawsuits and other
proceedings cannot be predicted with certainty, management expects these
matters, including the above-described Altheide litigation, will not have a
materially adverse effect on the consolidated financial position or results
of operations of the Company.
4. IMPAIRMENT OF OIL AND GAS ASSETS
Effective September 30, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to be Disposed Of. SFAS No.
121, requires that long-lived assets to be held and used by an entity be
reviewed for impairment whenever events or changes indicate that the net
book value of the asset may not be recoverable. An impairment loss is
recognized if the sum of expected future cash flows from the use of the
asset is less than the net book value of the asset.
The primary change under SFAS No. 121 is that the Company will now evaluate
impairment of its oil and gas properties on a field-by-field basis rather
than in the aggregate. Based upon this evaluation, certain properties were
deemed to be impaired. For those properties, the Company adjusted the net
book value of the properties to their fair value based upon expected future
discounted cash flows. As a result of the Company's adoption of SFAS No.
121, combined with the current weak gas market, the Company recognized a
non-cash, pretax charge of $490 million ($304 million after tax) related to
its oil and gas properties.
-6-
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition and Liquidity
The total long-term debt to capital (total long-term debt and stockholders'
equity) ratio at September 30, 1995, and December 31, 1994, was 37 percent and
34 percent, respectively. In March 1995, the Company issued $150 million of
8.20% Debentures due March 15, 2025. The net proceeds were used for general
corporate purposes, including acquisition of oil and gas properties, repayment
of commercial paper, capital expenditures and repurchases of the Company's
common stock.
The Company's credit facilities are comprised of a $600 million revolving
credit agreement that expires in July 2000 and a $300 million revolving credit
agreement that expires July 1996. The $300 million revolving credit agreement
is renewable annually by mutual consent and was renewed on July 15, 1995. As
of September 30, 1995, there were no borrowings outstanding under the credit
facilities although borrowing capacity is reduced by outstanding commercial
paper. At September 30, 1995, the Company had outstanding commercial paper
borrowings of $79 million at an average interest rate of 6.46 percent. The
Company also has the capacity to issue $350 million of debt securities under
shelf registration statements filed with the Securities and Exchange
Commission.
Net cash provided by operating activities for the first nine months of 1995
was $335 million compared to $372 million for the first nine months of 1994.
The decrease was primarily due to lower operating income partially offset by
$39 million received in June 1995 from the sale of a receivable related to a
claim resulting from the breach of a take-or-pay gas contract and other
working capital changes.
The Company continued its divestiture of marginal and non-strategic properties
that began in June 1994. The Company divested over 3,500 working interest
wells for approximately $30 million during the first nine months of 1995. In
addition, the company conveyed its working interests in certain coal seam gas
wells in August, 1995. In February 1995, the Company completed the sale of
its intrastate natural gas pipeline systems and its underground natural gas
storage facility, including gas inventory, for approximately $80 million. The
net proceeds from all 1995 property transactions are expected to exceed $185
million.
The Company is routinely involved in certain environmental proceedings and
other related matters. Although it is possible that new information or future
developments could require the Company to reassess its potential exposure
related to these matters, the Company believes, based upon available
information, the resolution of these issues, individually and in the
aggregate, will not have a materially adverse effect on the consolidated
financial position or results of operations of the Company.
-7-
<PAGE>
Capital Expenditures
Capital expenditures for the first nine months of 1995 totaled $446 million
compared to $751 million for the same period in 1994. Capital expenditures are
currently projected to be approximately $580 million for all of 1995 and are
expected to be primarily for the development and exploration of oil and gas
properties and reserve acquisitions. Capital expenditures will be funded from
internal cash flow supplemented, as needed, by external financing.
Dividends
On October 11, 1995, the Board of Directors declared a common stock quarterly
dividend of $0.1375 per share, payable January 2, 1996.
Results of Operations - Third Quarter 1995 Compared to Third Quarter 1994
The Company reported a net loss of $300 million or $2.36 per share for the
third quarter of 1995 compared to net income of $21 million or $.16 per share
in 1994. Operating loss for the third quarter of 1995 was $489 million
compared to operating income of $39 million in 1994.
Revenues were $210 million for the third quarter of 1995 compared to $273
million in 1994. Natural gas sales volumes improved 10 percent to 1,182 MMCF
per day which increased revenues $15 million. Oil sales volumes improved 3
percent to 48.2 MBbls per day which increased revenues $2 million. Gas and
oil sales volumes increased primarily due to continued development of the
Company's oil and gas properties and producing property acquisitions. These
revenue increases were more than offset by a 26 percent decline in 1995
average natural gas sales prices to $1.16 per MCF which decreased revenues $45
million. Additionally, intrastate natural gas sales declined $31 million due
to the sale of the intrastate pipeline systems in February 1995.
Costs and expenses were $700 million for the third quarter of 1995 compared to
$234 million in 1994. The increase was primarily due to a non-cash charge of
$490 million related to oil and gas properties. The charge resulted from the
Company's adoption of SFAS No. 121 effective as of September 30, 1995. The
increase was partially offset by a $27 million reduction in intrastate natural
gas purchases primarily due to the February 1995 sale of the intrastate
pipeline systems.
Interest expense was $27 million for the third quarter of 1995 compared to $25
million in 1994. The increase was primarily due to additional debt issued in
March 1995 partially offset by lower outstanding commercial paper balances
during the third quarter of 1995.
The effective income tax rate was a benefit of 42 percent for the third
quarter of 1995 compared to a benefit of 24 percent for the third quarter of
1994. The higher beneficial tax rate is due to a pretax loss in 1995 compared
to pretax income in 1994. The beneficial tax rate in 1994 is due to low
pretax income relative to the amount of non-conventional fuel tax credits
earned. The beneficial tax rate in 1995 is due to a pretax loss and non-
conventional fuel tax credits earned.
-8-
<PAGE>
Results of Operations - Nine Months 1995 Compared to Nine Months 1994
The Company reported a net loss of $302 million or $2.38 per share for the
first nine months of 1995 compared to net income of $101 million or $.78 per
share in 1994. Operating loss for the first nine months of 1995 was $488
million compared to operating income of $155 million in 1994.
Revenues were $636 million for the first nine months of 1995 compared to $814
million in 1994. Natural gas sales volumes improved 12 percent to 1,159 MMCF
per day which increased revenues $59 million. Average oil sales prices
improved 6 percent to $16.73 per barrel and oil sales volumes improved 7
percent to 47.7 MBbls per day which increased revenues $13 million and $13
million, respectively. Gas and oil sales volumes increased primarily due to
continued development of the Company's oil and gas properties and producing
property acquisitions. These revenue increases were more than offset by a 31
percent decline in 1995 average natural gas sales prices to $1.20 per MCF
which decreased revenues $174 million. Processing and other revenues
decreased $6 million due to volume and price declines. Additionally,
intrastate natural gas sales declined $76 million due to the sale of the
intrastate pipeline systems in February 1995.
Costs and expenses were $1,124 million for the first nine months of 1995
compared to $660 million in 1994. The increase was primarily due to a non-
cash charge of $490 million related to oil and gas properties. The charge
resulted from the Company's adoption of SFAS No. 121 effective as of September
30, 1995. Additionally, production and processing related expenses increased
$35 million due to a 11 percent increase in 1995 production levels and
exploration cost increased $8 million. The increase was partially offset by a
$66 million reduction in intrastate natural gas purchases resulting from the
February 1995 sale of the intrastate pipeline systems.
Interest expense was $82 million for the first nine months of 1995 compared to
$64 million in 1994. The increase was primarily due to additional debt issued
in May 1994 and March 1995 as well as higher outstanding commercial paper
balances during the first nine months of 1995.
The effective income tax rate was a benefit of 47 percent for the first nine
months of 1995 compared to a benefit of 10 percent for 1994. The higher
beneficial tax rate is due to a pretax loss in 1995 compared to pretax income
in 1994. The beneficial tax rate in 1994 is due to low pretax income relative
to the amount of non-conventional fuel tax credits earned. The beneficial tax
rate in 1995 is due to a pretax loss and non-conventional fuel tax credits
earned.
Other Matters
Effective September 30, 1995, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, Accounting for the Impairment of Long-
lived Assets and for Long-lived Assets to be Disposed Of. SFAS No. 121,
requires that long-lived assets to be held and used by an entity be reviewed
for impairment whenever events or changes indicate that the net book value of
the asset may not be recoverable. An impairment loss is recognized if the sum
of expected future cash flows from the use of the asset is less than the net
book value of the asset.
-9-
<PAGE>
The primary change under SFAS No. 121 is that the Company will now evaluate
impairment of its oil and gas properties on a field-by-field basis rather than
in the aggregate. Based upon this evaluation, certain properties were deemed
to be impaired. For those properties, the Company adjusted the net book value
of the properties to their fair value based upon expected future discounted
cash flows. As a result of the Company's adoption of SFAS No. 121, combined
with the current weak gas market, the Company recognized a non-cash, pretax
charge of $490 million ($304 million after tax) related to its oil and gas
properties.
-10-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
See Note 3 of Notes to Consolidated Financial Statements.
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits
The following exhibits are filed as part of this report.
Exhibit Nature of Exhibit Page
4.1 The Company and its subsidiaries either *
have filed with the Securities and Exchange
Commission or upon request will furnish
a copy of any instrument with respect to
long-term debt of the Company.
11.1 Earnings (Loss) Per Share 13
12.1 Ratio of Earnings to Fixed Charges 14
27.1 Financial Data Schedule **
* Exhibit incorporated by reference.
**Exhibit required only for filings made electronically using the Securities
and Exchange Commission's EDGAR system.
B. Reports on Form 8-K
During the quarter covered by this report there were no reports filed
on Form 8-K.
Items 2, 3, 4 and 5 of Part II are not applicable and have been omitted.
-11-
<PAGE>
Pursuant to the requirements of Section 13 (or 15(d)) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
BURLINGTON RESOURCES INC.
(Registrant)
By /s/ John E. Hagale
John E. Hagale
Senior Vice President and
Chief Financial Officer
By /s/ Hays R. Warden
Hays R. Warden
Vice President, Controller,
and Chief Accounting Officer
Date: November 13, 1995
- 12 -
<PAGE>
BURLINGTON RESOURCES INC.
EARNINGS (LOSS) PER SHARE
EXHIBIT 11.1
(UNAUDITED)
<TABLE>
<CAPTION>
THRID QUARTER
1995 1994
Loss Shares Earnings Shares
(In Thousands, Except per
Share Amounts)
<S> <C> <C> <C> <C>
Primary earnings (loss) per common share
Net earnings (loss) available for common stock and
weighted average number of common
shares outstanding................................$ (299,601) 126,545 $ 20,695 127,939
Stock options assumed exercised - net.............. - 500 - 714
-------- --------- -------- ---------
Total net earnings (loss) and primary
common shares.....................................$ (299,601) 127,045 $ 20,695 128,653
======== ======== ======== =======
Primary earnings (loss) per common share............$ (2.36) $ .16
========= =====
Fully diluted earnings (loss) per common share
Net earnings (loss) available for common stock and
weighted average number of common
shares outstanding................................$ (299,601) 126,545 $ 20,695 127,939
Stock options assumed exercised - net............... - 535 - 714
-------- --------- -------- ---------
Total net earnings (loss) and fully diluted
common shares.....................................$ (299,601) 127,080 $ 20,695 128,653
======= ======= ======== =======
Fully diluted earnings (loss) per common share......$ (2.36) $ .16
======= =======
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS
1995 1994
Loss Shares Earnings Shares
(In Thousands, Except per
Share Amounts)
<S> <C> <C> <C> <C>
Primary earnings (loss) per common share
Net earnings (loss) available for common stock and
weighted average number of common
shares outstanding................................$ (302,249) 126,552 $ 101,427 128,930
Stock options assumed exercised - net............... - 497 - 678
-------- --------- -------- ---------
Total net earnings (loss) and primary
common shares.....................................$ (302,249) 127,049 101,427 $ 129,608
========= ======= ======= =======
Primary earnings (loss) per common share............$ (2.38) $ .78
======== ========
Fully diluted earnings (loss) per common share
Net earnings (loss) available for common stock and
weighted average number of common
shares outstanding................................$ (302,249) 126,552 $ 101,427 128,930
Stock options assumed exercised - net............... - 600 - 678
-------- --------- -------- ---------
Total net earnings (loss) and fully diluted
common shares.....................................$ (302,249) 127,152 $ 101,427 129,608
======== ========= ======= ========
Fully diluted earnings (loss) per common share......$ (2.38) $ .78
======== =========
</TABLE>
- 13 -
<PAGE>
BURLINGTON RESOURCES INC.
RATIO OF EARNINGS TO FIXED CHARGES
EXHIBIT 12.1
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
(In Thousands, Except Ratio Amounts)
<S> <C> <C>
Earnings
Income (Loss) Before Income Taxes....................$ (570,390) $ 92,207
Add
Interest and fixed charges.......................... 81,511 64,440
Portion of rent under long-term operating
leases representative of an interest factor....... 3,325 3,400
---------- -----------
Total Earnings Available for Fixed Charges...........$ (485,554) $ 160,047
========== ===========
Fixed Charges
Interest and fixed charges...........................$ 81,511 $ 64,440
Portion of rent under long-term operating
leases representative of an interest factor........ 3,325 3,400
Capitalized interest................................. 2,168 1,035
---------- -----------
Total Fixed Charges..................................$ 87,004 $ 68,875
========== ===========
Ratio of Earnings to Fixed Charges(1)................. (5.58)x 2.32 x
========== ===========
</TABLE>
(1) Earnings Available for Fixed Charges for 1995 are inadequate to cover Fixed
Charges in the amount of approximately $573 million.
- 14 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BURLINGTON RESOURCES INC. CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995
AND THE RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 19,759
<SECURITIES> 0
<RECEIVABLES> 182,180
<ALLOWANCES> 0
<INVENTORY> 11,166
<CURRENT-ASSETS> 233,921
<PP&E> 6,331,343
<DEPRECIATION> 2,567,676
<TOTAL-ASSETS> 4,150,953
<CURRENT-LIABILITIES> 314,729
<BONDS> 0
<COMMON> 1,500
0
0
<OTHER-SE> 2,214,669
<TOTAL-LIABILITY-AND-EQUITY> 4,150,953
<SALES> 636,008
<TOTAL-REVENUES> 636,008
<CGS> 1,123,667
<TOTAL-COSTS> 1,123,667
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 81,511
<INCOME-PRETAX> (570,390)
<INCOME-TAX> (268,141)
<INCOME-CONTINUING> (302,249)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (302,249)
<EPS-PRIMARY> (2.38)
<EPS-DILUTED> (2.38)
</TABLE>
