BURLINGTON RESOURCES INC
10-Q, 1996-11-14
CRUDE PETROLEUM & NATURAL GAS
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                                  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, 1996

                                       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, 1996                       124,762,137

<PAGE>


                           PART 1 - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                            BURLINGTON RESOURCES INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                          THIRD QUARTER          NINE MONTHS
                                                          -------------         ------------
                                                          1996      1995       1996      1995
                                                         ------   -------     ------    ------

                                                        (Dollars in Millions, Except per Share Amounts)
<S>                                                    <C>       <C>        <C>       <C>
Revenues ...........................................   $   344   $   211    $   894   $   636

Costs and Expenses .................................       254       700        645     1,124
                                                       -------   -------    -------   -------

Operating Income (Loss) ............................        90      (489)       249      (488)
Interest Expense ...................................        29        27         85        81
Other Income (Expense) - Net .......................         1        (1)         2        (1)
                                                       -------   -------    -------   -------

Income (Loss) Before Income Taxes ..................        62      (517)       166      (570)
Income Tax Expense (Benefit) .......................         3      (217)        21      (268)
                                                       -------   -------    -------   -------

Net Income (Loss) ..................................   $    59   $  (300)   $   145   $  (302)
                                                       =======   =======    =======   =======

Earnings (Loss) per Common Share ...................   $   .47   $ (2.36)   $  1.15   $ (2.38)
                                                       =======   =======    =======   ======= 
                                                        
                                                     
</TABLE>
           See accompanying Notes to Consolidated Financial Statements.








                                     - 2 -
<PAGE>

 
                           BURLINGTON RESOURCES INC.
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                September 30,    December 31,
                                                                     1996           1995
                                                                ------------    -----------

                                           (Dollars in Millions, Except per Share Amount)

<S>                                                                  <C>         <C> 
ASSETS
Current Assets
  Cash and Short-term Investments .......................            $   132     $    20
  Accounts Receivable ...................................                199         210
  Inventories ...........................................                 24          18
  Other Current Assets ..................................                 19          17
                                                                          --          --
                                                                         374         265
                                                                         ===         ===

Oil & Gas Properties (Successful Efforts Method) ........              5,830       5,870
Other Properties ........................................                474         499
                                                                         ---         ---
                                                                       6,304       6,369
 Accumulated Depreciation, Depletion and Amortization ...              2,550       2,602
                                                                       -----       -----
       Properties - Net .................................             3,754       3,767
                                                                       -----       -----
                                                                             
Other Assets ............................................                 97         133
                                                                          --         ---
             Total Assets ...............................           $  4,225     $ 4,165
                                                                    ========     =======

LIABILITIES
Current Liabilities                    
   Accounts Payable .....................................           $    209     $   214
   Taxes Payable ........................................                 47          59
   Accrued Interest .....................................                 35          20
   Dividends Payable ....................................                 17          17
   Deferred Revenue - Current ...........................                 21           -
   Other Current Liabilities ............................                 28          12
                                                                          --          --
                                                                         357         322
                                                                         ---         ---
                                                                             
Long-term Debt ..........................................              1,347       1,350
                                                                       -----       -----
Deferred Income Taxes ...................................                 96         110
                                                                          --         ---
Deferred Revenue ........................................                 80           -
                                                                          --            
Other Liabilities and Deferred Credits ..................                108         163
                                                                         ---         ---
                                                                             
Commitments and Contingent Liabilities
                                                                             
STOCKHOLDERS' EQUITY
Common Stock, Par Value $.01 Per Share
 (Authorized 325,000,000 shares; Issued 150,000,000 shares)                2           2
Paid-in Capital .........................................              2,932       2,935
Retained Earnings .......................................                295         202
                                                                         ---         ---
                                                                       3,229       3,139
                                                                       =====       =====

Cost of Treasury Stock
 (25,237,863 and 23,425,621 shares for 1996 and 1995, respectively)      992         919
Common Stockholders' Equity .............................              2,237       2,220
                                                                       -----       -----
    Total Liabilities and Common Stockholders' Equity ...           $  4,225    $  4,165
                                                                       =====       =====

</TABLE>
          See accompanying Notes to Consolidated Financial Statements.



                                     - 3 -
<PAGE>

                            BURLINGTON RESOURCES INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                             NINE MONTHS
                                                             -----------
                                                            1996     1995
                                                            ----     ----

                                                         (Dollars in Millions)

<S>                                                        <C>        <C>  
Cash Flows From Operating Activities
  Net Income (Loss) ...................................... $  145     $ (302)
  Adjustments to Reconcile Net Income (Loss)to Net Cash
       Provided By Operating Activities
    Depreciation, Depletion and Amortization .............    254        286
    Deferred Income Taxes ................................    (14)      (302)
    Exploration Costs ....................................     41         35
    Impairment of Oil and Gas Properties .................      -        490
  Working Capital Changes
    Accounts Receivable ..................................     11         12
    Inventories ..........................................     (6)        24
    Other Current Assets .................................     (2)        (4)
    Accounts Payable .....................................     (5)        53
    Taxes Payable ........................................    (12)       (16)
    Accrued Interest .....................................     15         17
    Other Current Liabilities ............................     37         (1)
  Other ..................................................     65         43
                                                               --         --
       Net Cash Provided By Operating Activities .........    529        335
                                                              ---        ---


Cash Flows From Investing Activities
  Additions to Properties ................................   (427)      (446)
  Proceeds from Sales and Other ..........................    175        215
                                                              ---        ---
       Net Cash Used In Investing Activities .............   (252)      (231)
                                                             ----       ---- 

Cash Flows From Financing Activities
  Proceeds from Long-term Financing ......................    150        150
  Reduction in Long-term Debt ............................   (152)      (180)
  Dividends Paid .........................................    (52)       (52)
  Common Stock Purchases .................................    (98)        (3)
  Other ..................................................    (13)       (19)
                                                              ---        --- 
       Net Cash Used In Financing Activities .............   (165)      (104)
                                                             ----       ---- 


Increase in Cash and Short-term Investments ..............    112          -
Cash and Short-term Investments
  Beginning of Year ......................................     20         20
                                                               --         --
  End of Period .......................................... $  132     $   20
                                                           ======     ======


</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                     - 4 -
<PAGE>


                            BURLINGTON RESOURCES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.   BASIS OF PRESENTATION

     The 1995  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 ("Quarterly  Report").  The financial  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 126 million and 127 million for the first nine months of
1996 and 1995, respectively.

2.   DIVESTITURE PROGRAM AND REORGANIZATION

     On July 11, 1996,  the Company  announced it will  accelerate  its on-going
divestiture  program.  The Company sold over 9,500 wells from January 1, 1994 to
September  30, 1996,  including  approximately  4,000 wells sold during 1996. By
July 31, 1997, the Company expects to sell its interest in approximately  27,000
additional  wells,  with a net book value of  approximately  $400 million,  thus
reducing its pre-1994 well count over 50 percent.  The production related to the
27,000 wells represents about 12 percent of the Company's produced volumes as of
September 30, 1996.

     This accelerated  divestiture program allowed the Company to reorganize and
reduce the number of its operating divisions from five to three. The accelerated
divestiture  program and  reorganization is expected to result in more than a 20
percent  reduction in the Company's 1995 level of production  expenses per MCFE.
It will also result in a reduction of approximately  425 employees or 20 percent
of  total   employees   and  a  reduction   of  over  10  percent  in  corporate
administrative  expenses per MCFE.  All levels of  personnel  within the Company
were included in the employee reduction.  As a result of the divestiture program
and  reorganization,  during the third quarter of 1996,  the Company  recorded a
pretax charge of approximately  $30 million for severance and other related exit
costs.  As  of  October  31,  1996,  332  employees  have  been  terminated  and
approximately  $8 million of accrued unpaid benefits remain on the consolidated
balance sheet. The Company expects that  substantially all benefits will be paid
by July 31, 1997.

                                     - 5 -
<PAGE>

3.   SALE OF COAL SEAM GAS WELLS

     In September 1996, the Company received cash proceeds of $108 million for a
transaction  in which it conveyed a working  interest  in certain  coal seam gas
wells  and  retained  a  volumetric   production  payment.   The  cash  proceeds
represented a prepaid  premium  related to an  obligation  which is based on the
delivery of gas from the wells through  December 31, 2002.  The prepaid  premium
was recorded as deferred revenue and is being amortized into revenues as the gas
is produced. Based on a projected production profile,  approximately $13 million
of the deferred revenue is expected to be recognized in 1996 of which $6 million
was included in the third quarter.

4.   COMMITMENTS AND CONTINGENT LIABILITIES
 
     On November 12, 1996, the 270th  Judicial  District Court of Harris County,
Texas  entered a judgment of final  approval of a settlement  in the  previously
reported lawsuit styled Caroline  Altheide,  et al. v. Meridian Oil Inc., et al.
The judgment is subject to appeal for 30 days after entry.
         


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, 1996 and  December 31, 1995 was 38 percent.  In
February 1996, the Company issued $150 million of 6.875% Debentures due February
15, 2026. 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 2001 and a $300 million  revolving credit
agreement that expires in July 1997. The $300 million revolving credit agreement
is  renewable  annually by mutual  consent  and was renewed in July 1996.  As of
September  30,  1996,  there  were no  borrowings  outstanding  under the credit
facilities.  The Company  also has the  capacity  to issue $200  million of debt
securities  under a shelf  registration  statement filed with the Securities and
Exchange Commission.

     During the first nine months of 1996, the Company repurchased approximately
2.4 million shares of its common stock for $98 million. Since December 1988, the
Company repurchased approximately 30 million shares under three 10 million share
repurchase

                                     - 6 -
<PAGE>

authorizations.  On July 10, 1996, the Company's  Board of Directors  authorized
the purchase of an additional 10 million  shares in the open market from time to
time depending on market conditions.

     During the first nine months of 1996, the Company  generated  approximately
$270 million in proceeds from the prepaid premium and property divestitures,  as
discussed  below.  The proceeds  will be used  primarily  to fund the  Company's
expanded exploration program and continued share repurchases.

     Net cash provided by operating activities for the first nine months of 1996
was $529 million  compared to $335 million in 1995.  The increase was  primarily
due to  significantly  higher  operating  income and $108  million  in  proceeds
received from a prepaid  premium,  partially  offset by other changes in working
capital.  The prepaid premium is related to an obligation  which is based on the
delivery of gas from certain coal seam wells through December 31, 2002. Net cash
provided by  operating  activities  in 1995  included  the sale of a  receivable
related to a claim  resulting from the breach of a take-or-pay  gas contract and
the sale of  gas-in-storage  inventory  for  approximately  $39  million and $20
million, respectively.

     The Company  continues to divest  non-strategic  properties to maintain its
high  quality  asset  base.  During the first nine  months of 1996,  the Company
divested its interest in  approximately  4,000 wells and related  facilities and
other oil and gas properties.  Proceeds received in 1996 from these divestitures
are approximately $162 million.  On July 11, 1996, the Company announced it will
accelerate this on-going divestiture program.

     The  Company is  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 will not have a materially  adverse
effect on the  consolidated  financial  position or results of operations of the
Company.

Capital Expenditures

     Capital expenditures for the first nine months of 1996 totaled $427 million
compared to $446 million in 1995. Capital  expenditures are currently  projected
to be  approximately  $550  million  for all of  1996  and  are  expected  to be
primarily for the development and exploration of oil and gas properties, reserve
acquisitions, and plant and pipeline expenditures.  Capital expenditures will be
funded from internal cash flow supplemented, if needed, by external financing.

Dividends

     On  October  9,  1996,  the  Board of  Directors  declared  a common  stock
quarterly dividend of $.1375 per share, payable January 2, 1997.

Results of Operations - Third Quarter 1996 Compared to Third Quarter 1995

     The  Company  reported  net income of $59 million or $.47 per share for the
third  quarter of 1996 compared to a net loss of $300 million or $2.36 per share
in 1995. Operating income 

                                     - 7 -
<PAGE>

for the third quarter of 1996 was $90 million  compared to an operating  loss of
$489 million in 1995.

     Revenues  were $344 million for the third  quarter of 1996 compared to $211
million in 1995.  Natural gas sales prices  improved 67 percent to $1.94 per MCF
and gas sales volumes  improved 6 percent to 1,253 MMCF per day which  increased
revenues  $90  million and $8 million,  respectively.  Average oil sales  prices
improved  27 percent to $21.25 per  barrel  and oil sales  volumes  improved  10
percent  to 52.9  MBbls per day which  increased  revenues  $22  million  and $7
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.

     Costs and expenses were $254 million for the third quarter of 1996 compared
to $700  million  in 1995.  The third  quarter of 1995  included a $490  million
non-cash  charge  related  to the  impairment  of oil and gas  properties  which
resulted from the Company's  adoption of SFAS No. 121,  effective  September 30,
1995.  Excluding the $490 million  non-cash  charge,  costs and expenses for the
third  quarter of 1996  increased  $44 million  compared to the same period last
year. The increase was primarily due to a $30 million  reorganization charge for
severance and other related exit costs and a $13 million  increase in production
and processing  expenses  resulting from a 7 percent increase in 1996 production
levels.

     The  effective  income tax rate was an  expense of 4 percent  for the third
quarter of 1996  compared to a benefit of 42 percent in 1995.  The increased tax
expense  in 1996 is  principally  a result of  higher  pretax  income.  The 1995
beneficial   tax  rate  is  due  to  a  1995  pretax  loss  and  the  effect  of
non-conventional fuel tax credits.

Results of Operations - Nine Months 1996 Compared to Nine Months 1995

   The Company reported net income of $145 million or $1.15 per share for the
first nine months of 1996  compared  to a net loss of $302  million or $2.38 per
share in 1995.  Operating  income  for the  first  nine  months of 1996 was $249
million compared to an operating loss of $488 million in 1995.

     Revenues  were $894  million for the first nine months of 1996  compared to
$636 million in 1995.  Average  natural gas sales prices  improved 46 percent to
$1.75 per MCF and natural gas sales volumes improved 4 percent to 1,209 MMCF per
day which increased revenues $183 million and $18 million, respectively. Average
oil sales prices  improved 19 percent to $19.88 per barrel and oil sales volumes
improved 6 percent to 50.5 MBbls per day which  increased  revenues  $44 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.
 
     Costs and  expenses  were $645  million  for the first nine  months of 1996
compared to $1,124  million in 1995.  The first nine  months of 1995  included a
$490 million non-cash charge related to the impairment of oil and gas properties
which resulted from the Company's adoption of SFAS No. 121, effective  September
30, 1995. Excluding the $490 million non-cash charge, costs and expenses for the
first nine months of 1996 increased $11 million compared to the same period last
year. The increase was primarily due to a $30 million  reorganization charge for
severance and other related exit costs, a $16 million increase in production and
processing

                                     - 8 -
<PAGE>

expenses  resulting from a 5 percent increase in 1996 production levels and a $6
million increase in exploration  costs. These increases were partially offset by
lower  depreciation,  depletion  and  amortization  which  decreased $30 million
primarily   due  to  the  adoption  of  SFAS  No.  121  and  lower  general  and
administrative expenses which decreased $9 million.

     Interest expense was $85 million for the first nine months of 1996 compared
to $81 million in 1995 due to higher interest rates.

     The  effective  income tax rate was an expense of 12 percent  for the first
nine months of 1996  compared to a benefit of 47 percent in 1995.  The increased
tax  expense  in 1996 is a result  of higher  pretax  income  and a  decline  in
non-conventional fuel tax credits earned. The 1995 beneficial tax rate is due to
a 1995 pretax loss and the effect of non-conventional fuel tax credits.

Other Matters

     In September 1996, the Company received cash proceeds of $108 million for a
transaction  in which it conveyed a working  interest  in certain  coal seam gas
wells  and  retained  a  volumetric   production  payment.   The  cash  proceeds
represented a prepaid  premium  related to an  obligation  which is based on the
delivery of gas from the wells through  December 31, 2002.  The prepaid  premium
was recorded as deferred revenue and is being amortized into revenues as the gas
is produced. Based on a projected production profile,  approximately $13 million
of the deferred revenue is expected to be recognized in 1996 of which $6 million
was included in the third quarter.

     On July 11, 1996,  the Company  announced it will  accelerate  its on-going
divestiture  program.  The Company sold over 9,500 wells from January 1, 1994 to
September  30, 1996,  including  approximately  4,000 wells sold during 1996. By
July 31, 1997, the Company expects to sell its interest in approximately  27,000
additional  wells,  with a net book value of  approximately  $400 million,  thus
reducing its pre-1994 well count over 50 percent.  The production related to the
27,000 wells represents about 12 percent of the Company's produced volumes as of
September 30, 1996.

     This accelerated  divestiture program allowed the Company to reorganize and
reduce the number of its operating divisions from five to three. The accelerated
divestiture  program and  reorganization is expected to result in more than a 20
percent  reduction in the Company's 1995 level of production  expenses per MCFE.
It will also result in a reduction of approximately  425 employees or 20 percent
of  total   employees   and  a  reduction   of  over  10  percent  in  corporate
administrative  expenses per MCFE.  All levels of  personnel  within the Company
were included in the employee reduction.  As a result of the divestiture program
and  reorganization,  during the third quarter of 1996,  the Company  recorded a
pretax charge of approximately  $30 million for severance and other related exit
costs.  As  of  October  31,  1996,  332  employees  have  been  terminated  and
approximately  $8 million of accrued unpaid benefits remain on the  consolidated
balance sheet. The Company expects that  substantially all benefits will be paid
by July 31, 1997.

                                     - 9 -
<PAGE>

Forward-looking Statements

     This  Quarterly  Report  contains  projections  and  other  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934. These projections and statements  reflect the Company's current views with
respect to future events and financial performance.  No assurances can be given,
however, that these events will occur or that these projections will be achieved
and actual results could differ  materially  from those projected as a result of
certain factors. A discussion of these factors is included in reports previously
filed with the Securities and Exchange Commission.
























                                     - 10 -
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

         See Note 4 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

              The Company filed a Form 8-K dated July 25, 1996, which included 
              as an exhibit  a  Press  Release  dated  July  11, 1996 announcing
              an accelerated divestiture  program and  reorganization  and the 
              authorization to repurchase an additional 10 million shares of 
              common stock.


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
                                          Executive Vice President and
                                          Chief Financial Officer



                                       By /s/ Hays R. Warden                  
                                          Hays R. Warden
                                          Senior Vice President and Controller,
                                          and Chief Accounting Officer


Date:  November 14, 1996

















                                     - 12 -

                            BURLINGTON RESOURCES INC.
                            EARNINGS (LOSS) PER SHARE
                                  EXHIBIT 11.1
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                        THIRD QUARTER 
                                                                             1996                          1995    
                                                                  ---------------------------   ---------------------------
                                                                   Earnings         Shares         Loss           Shares     
                                                                  ---------------------------   ---------------------------

                                                                       (Dollars in Millions, 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                                          $       59     125,230,379    $    (300)      126,544,811 
   Stock options assumed exercised - net                                   -         497,096             -          500,225 
                                                                  ----------     -----------    ----------      -----------

   Total net earnings (loss) and primary common shares            $       59     125,727,475    $    (300)      127,045,036 
                                                                  ==========     ===========    ==========      =========== 
                                                                 
                                                                  
   Primary earnings (loss) per common share                       $      .47                    $   (2.36)               
                                                                  ==========                    ==========              
                                                                              

Fully diluted earnings (loss) per common share
   Net earnings (loss) available for common stock and
      weighted average number of common
      shares outstanding                                          $       59     125,230,379    $    (300)      126,544,811 
   Stock options assumed exercised - net                                   -         701,850             -          534,585 
                                                                  ----------     -----------    ----------      -----------

   Total net earnings (loss) and fully diluted common shares      $       59     125,932,229    $    (300)      127,079,396 
                                                                  ==========     ===========    ==========      =========== 
                                                                  
   Fully diluted earnings (loss) per common share                 $      .47                    $   (2.36)               
                                                                  ==========                    ==========               
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                        NINE MONTHS
                                                                             1996                          1995                     
                                                                  ---------------------------   ---------------------------
                                                                   Earnings       Shares           Loss           Shares
                                                                  ---------------------------   --------------------------- 
                                      
                                                                       (Dollars in Millions, 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                                          $      145     125,819,192    $     (302)     126,552,172    
   Stock options assumed exercised - net                                   -         516,514             -          496,903
                                                                  ----------     -----------    ----------      -----------
                                                                                                                           
   Total net earnings (loss) and primary common shares            $      145     126,335,706    $     (302)     127,049,075
                                                                  ==========     ===========    ==========      ===========
                                                                                                                           
                                                                                                                           
   Primary earnings (loss) per common share                       $     1.15                    $    (2.38)                
                                                                  ==========                    ==========                 
                                                                                                                         
                                                                                                                           
Fully diluted earnings (loss) per common share                         
   Net earnings (loss) available for common stock and                        
      weighted average number of common                              
      shares outstanding                                          $      145     125,819,192    $     (302)     126,552,172   
   Stock options assumed exercised - net                                   -         712,835             -          599,903
                                                                  ----------     -----------    ----------      -----------
                                                                                                                           
                                                                                                                           
   Total net earnings (loss) and fully diluted common shares      $      145     126,532,027    $     (302)     127,152,075
                                                                  ==========     ===========    ==========      ===========
                                                                                                                          
   Fully diluted earnings (loss) per common share                 $     1.15                    $    (2.38)                
                                                                  ==========                    ==========                 
</TABLE>
                                      -13-

                            BURLINGTON RESOURCES INC.
                       RATIO OF EARNINGS TO FIXED CHARGES
                                  EXHIBIT 12.1
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                  Nine Months Ended
                                                                    September 30,
                                                                --------------------
                                                                  1996         1995
                                                                --------     -------

                                                                (Dollars in Millions, 
                                                                Except Ratio Amounts)

<S>                                                               <C>        <C>    
Earnings

   Income (Loss) Before Income Taxes .........................    $166       $(570)

   Add
      Interest and fixed charges .............................      85          81
      Portion of rent under long-term operating
         leases representative of an interest factor .........       4           4
                                                                  ----        ----
   Total Earnings Available for Fixed Charges ................    $255       $(485)
                                                                  ====        ====
                                                               
Fixed Charges

   Interest and fixed charges ................................    $ 85        $ 81
   Portion of rent under long-term operating
      leases representative of an interest factor ............       4           4
   Capitalized interest ......................................       2           2
                                                                  ----        ----
   Total Fixed Charges .......................................    $ 91        $ 87
                                                                  ====        ====
                                                                

Ratio of Earnings to Fixed Charges (1) .......................    2.80 x         - 
                                                                  ====        ==== 
                                                                
</TABLE>

(1) Earnings Available for Fixed Charges for 1995 are inadequate to cover 1995
    Fixed Charges by approximately $572 million.  Excluding the non-cash charge 
    related to SFAS No. 121, Earnings Available for Fixed Charges for 1995 would
    have been inadequate to cover 1995 Fixed Charges by approximately $82
    million. 

                                      -14-


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BURLINGTON
RESOURCES INC. CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996 AND THE
RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             132
<SECURITIES>                                         0
<RECEIVABLES>                                      199
<ALLOWANCES>                                         0
<INVENTORY>                                         24
<CURRENT-ASSETS>                                   374
<PP&E>                                            6304
<DEPRECIATION>                                    2550
<TOTAL-ASSETS>                                    4225
<CURRENT-LIABILITIES>                              357
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             2
<OTHER-SE>                                        2235
<TOTAL-LIABILITY-AND-EQUITY>                      4225
<SALES>                                            894
<TOTAL-REVENUES>                                   894
<CGS>                                              645
<TOTAL-COSTS>                                      645
<OTHER-EXPENSES>                                   (2)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  85
<INCOME-PRETAX>                                    166
<INCOME-TAX>                                        21
<INCOME-CONTINUING>                                145
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       145
<EPS-PRIMARY>                                     1.15
<EPS-DILUTED>                                     1.15
        

</TABLE>


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