BURLINGTON RESOURCES INC
10-Q, 1997-08-01
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 June 30, 1997

                                       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,               123,786,512
             as of June 30, 1997


<PAGE>
                       
                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                            BURLINGTON RESOURCES INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      SECOND QUARTER               SIX MONTHS
                                    ------------------         -----------------
                                     1997        1996           1997       1996
                                    ------      ------         ------     ------
                                      (In Millions, Except per Share Amounts)
<S>                                  <C>        <C>            <C>        <C>

Revenues ........................... $ 282      $ 295          $ 666      $ 551

Costs and Expenses .................   209        199            428        392
                                     -----      -----          -----      -----

Operating Income ...................    73         96            238        159
Interest Expense ...................    28         28             56         57
Other Income - Net .................    54          1             53          2
                                     -----      -----          -----      ----- 

Income Before Income Taxes .........    99         69            235        104
Income Tax Expense .................    20         21             46         18
                                     -----      -----          -----      ----- 

Net Income ......................... $  79      $  48          $ 189      $  86
                                     =====      =====          =====      =====

Earnings per Common Share .......... $ .64      $ .38          $1.52      $ .68
                                     =====      =====          =====      =====


</TABLE>

            See accompanying Notes to Consolidated Financial Statements.

                                       

                                       2
<PAGE>

                            BURLINGTON RESOURCES INC.
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         June 30,      December 31,
                                                                           1997            1996
                                                                         -------       ------------
                                                                       (In Millions, Except Share Data)
<S>                                                                       <C>             <C>  
ASSETS
Current Assets
  Cash and Cash Equivalents ............................................. $  449          $   68
  Short-term Investments ................................................     41               -
  Accounts Receivable ...................................................    191             338
  Inventories ...........................................................     23              18
  Other Current Assets ..................................................     21              18
                                                                          ------          ------
                                                                             725             442
                                                                          ------          ------

Oil & Gas Properties (Successful Efforts Method) ........................  5,241           5,843
Other Properties ........................................................    523             485
                                                                          ------          ------
                                                                           5,764           6,328
    Accumulated Depreciation, Depletion and Amortization ................  2,210           2,548
                                                                          ------          ------
       Properties - Net .................................................  3,554           3,780
                                                                          ------          ------

Other Assets ............................................................     93              94
                                                                          ------          ------
             Total Assets ............................................... $4,372          $4,316
                                                                          ======          ======

LIABILITIES
Current Liabilities
   Accounts Payable ..................................................... $  195          $  217
   Taxes Payable ........................................................     58              62
   Accrued Interest .....................................................     23              23
   Dividends Payable ....................................................     17              17
   Deferred Revenue .....................................................     19              20
   Other Current Liabilities ............................................      2              29
                                                                          ------          ------
                                                                             314             368
                                                                          ------          ------

 Long-term Debt .........................................................  1,347           1,347
                                                                          ------          ------
 Deferred Income Taxes ..................................................    105              85
                                                                          ------          ------    
 Deferred Revenue .......................................................     66              75
                                                                          ------          ------
 Other Liabilities and Deferred Credits..................................    102             108 
                                                                          ------          ------
 Put Options ............................................................     22               -
                                                                          ------          ------

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..........................................................  2,911           2,932
Retained Earnings........................................................    544             388
                                                                          ------          ------
                                                                           3,457           3,322
Cost of Treasury Stock
   (26,213,488 and 25,081,301 Shares for 1997 and 1996, respectively)....  1,041             989
                                                                          ------          ------
Common Stockholders' Equity..............................................  2,416           2,333
                                                                          ------          ------
       Total Liabilities and Common Stockholders' Equity................  $4,372          $4,316
                                                                          ======          ======

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


                                       3

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

                                                                                    SIX MONTHS
                                                                                ------------------
                                                                                  1997       1996              
                                                                                -------    -------
                                                                                   (In Millions)

<S>                                                                             <C>        <C>
Cash Flows From Operating Activities
  Net Income .................................................................. $  189     $    86        
  Adjustments to Reconcile Net Income to Net Cash
     Provided By Operating Activities
    Depreciation, Depletion and Amortization ..................................    180         164
    Deferred Income Taxes .....................................................     20         (19)
    Exploration Costs .........................................................     43          23
    Gain on Sales of Oil and Gas Properties ...................................    (50)          -
  Working Capital Changes  
    Accounts Receivable .......................................................    147          39
    Inventories ...............................................................     (5)        (12)
    Other Current Assets ......................................................     (3)         (1)
    Accounts Payable ..........................................................    (22)          4
    Taxes Payable .............................................................     (4)         20
    Accrued Interest ..........................................................      -           3
    Other Current Liabilities .................................................    (28)         22
  Other........................................................................    (60)        (57)
                                                                                -------    --------
          Net Cash Provided By Operating Activities ...........................    407         272
                                                                                -------    --------

Cash Flows From Investing Activities
  Additions to Properties .....................................................   (356)       (316)
  Short-term Investments ......................................................    (41)          -
  Proceeds from Sales and Other ...............................................    456         119
                                                                                -------    --------
          Net Cash Provided By (Used In) Investing Activities .................     59        (197)
                                                                                -------    --------

Cash Flows From Financing Activities
  Proceeds from Long-term Financing ...........................................      -         150
  Reduction in Long-term Debt .................................................      -        (141)
  Dividends Paid ..............................................................    (34)        (35)
  Common Stock Purchases ......................................................    (58)        (52)
  Other .......................................................................      7           2
                                                                                -------    --------
          Net Cash Used In Financing Activities ...............................    (85)        (76)
                                                                                -------    --------

Increase (Decrease) in Cash and Cash Equivalents ..............................    381          (1)
Cash and Cash Equivalents
  Beginning of Year ...........................................................     68          20
                                                                                ---------  --------
  End of Period ............................................................... $  449     $    19
                                                                                =========  ========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                     4

<PAGE>

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



1.       BASIS OF PRESENTATION

         The 1996 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 per common share is based on the  weighted  average  number of
common shares  outstanding  during the year including  common share  equivalents
when dilutive.  The weighted average number of common shares outstanding was 125
million and 127 million for the first six months of 1997 and 1996, respectively.

2.       SHORT-TERM INVESTMENTS

         Short-term  investments consist of highly-liquid debt securities with a
maturity  of  more  than  three  months.   The   securities  are  classified  as
available-for-sale  and are carried at fair value based on quoted market prices.
As of June 30,  1997,  the fair value  approximates  the  amortized  cost of the
Company's securities. Unrealized gains and losses, net of tax, are included as a
component of stockholders'  equity until realized.  Realized gains or losses are
based on specific identification of the securities sold.

3.       PROPOSED MERGER

         On July 17, 1997,  the Company and The Louisiana  Land and  Exploration
Company  ("LL&E")  announced that they had entered into an Agreement and Plan of
Merger, pursuant to which a newly-formed  wholly-owned subsidiary of the Company
will merge into LL&E ("Merger").  As a result of the Merger,  LL&E will become a
wholly-owned  subsidiary of the Company.  The Merger is contingent  upon,  among
other things,  certain  regulatory  approvals and the approval of each company's
stockholders.

    In the Merger,  the Company  will issue 1.525  shares of its stock for each
outstanding  share of LL&E and assume  approximately  $500 million of LL&E debt.
The Company  expects to account for this  Merger as a pooling of  interests  and
also expects it to qualify as a tax-free reorganization. The transaction, valued
at approximately  $3 billion based on the Company's  closing price of $46.125 on
July 16, 1997, is expected to close in the fourth quarter of 1997.


                                       5
<PAGE>



4.       DIVESTITURE PROGRAM AND REORGANIZATION

         During  the  first  six  months  of 1997,  the  Company  completed  its
accelerated  divestiture  program  which was announced in July 1996. As planned,
the Company sold  approximately 27,000 wells by June 30, 1997.  Before closing 
adjustments, gross  proceeds  for 1997 from the sale of oil and gas properties
were approximately $450 million (approximately $418 million, net of closing
adjustments).  During the second quarter of 1997, the Company  recorded a pretax
gain of approximately $50 million related to the sale of oil and gas properties.

         The accelerated  divestiture  program allowed the Company to reorganize
and resulted in a reduction of approximately 456 employees. As of July 31, 1997,
446 of the employees were terminated and substantially all benefits were paid.

5.       COMMITMENTS AND CONTINGENT LIABILITIES

         In the previously reported lawsuit styled Caroline Altheide,  et al. v.
Meridian Oil Inc. (now known as Burlington Resources Oil & Gas Company), et al.,
the 270th Judicial District Court of Harris County, Texas gave final approval of
the parties'  settlement  agreement in its Judgment signed on November 12, 1996.
Certain class members purported to perfect an appeal of the Judgment on February
7, 1997. On July 24, 1997, the Fourteenth Court of Appeals dismissed the appeal.
The Company and the  Plaintiffs  will continue to vigorously  defend any further
appeals.

         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.



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 June  30,  1997 and  December  31,  1996 was 36
percent and 37 percent, respectively.

         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 1998. The $300 million revolving
credit agreement is renewable annually by mutual consent and was renewed in July
1997. As of June 30, 1997, there were no borrowings outstanding under the credit
facilities.  In April 1997,  the Company  increased the capacity under its shelf
registration statements from $200 million to $500 million.


                                       6
<PAGE>

     During the first six months of 1997, the Company repurchased  approximately
1.3 million  shares of its common stock for  approximately  $58  million.  Since
December 1988,  the Company  repurchased  approximately  31 million shares under
four 10  million  share  repurchase  authorizations.  In  conjunction  with  the
Company's stock  repurchase  program,  the Company sold put options  ("options")
during the first quarter of 1997. The options entitle the holders, upon exercise
of the options on the expiration  dates, to sell shares of Burlington  Resources
common stock to the Company at specified prices. Alternatively, the Company
retains the ability to settle the options in cash.  As of June 30, 1997, options
on 500 thousand shares were outstanding with an average strike price of $44.50
per share. An average premium of $2.63 per option was received for the option 
sales.  The options have various expiration dates between August 1997 and 
September 1997.  The Company rescinded its stock repurchase program effective 
July 16, 1997.

         Net cash provided by operating  activities  for the first six months of
1997 was $407  million  compared  to $272  million  in 1996.  The  increase  was
primarily due to significantly higher operating income.

         The Company completed its accelerated  divestiture program announced in
July  1996.  During  the first six  months of 1997,  the  Company  divested  its
interest in approximately  27,000 wells and related  facilities.  Before closing
adjustments,  gross  proceeds  for 1997 from the sale of oil and gas  properties
were  approximately  $450 million  (approximately  $418 million,  net of closing
adjustments).

         During the second quarter of 1997, the Company invested  $41 million in
highly-liquid  debt securities with maturities of more than three months.  These
short-term investments when combined with cash and cash equivalents equaled $490
million as of June 30, 1997.

         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 six  months of 1997  totaled  $356
million  compared to $316 million in 1996.  Capital  expenditures  are currently
projected to be  approximately  $745 million for all of 1997 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 July 9,  1997,  the  Board of  Directors  declared  a  common  stock
quarterly dividend of $.1375 per share, payable October 1, 1997.


                                       7
<PAGE>

Results of Operations - Second Quarter 1997 Compared to Second Quarter 1996

         The  Company  reported  net income of $79 million or $.64 per share for
the second  quarter of 1997  compared  to $48 million or $.38 per share in 1996.
Operating  income for the second quarter of 1997 was $73 million compared to $96
million in 1996.
                             
        Revenues  were $282 million for the second  quarter of 1997 compared to
$295 million in 1996.  Natural gas sales prices decreased 3 percent to $1.70 per
MCF which decreased revenues $6 million and gas sales volumes improved 5 percent
to 1,249 MMCF per day which  increased  revenues $9  million.  Average oil sales
prices decreased 6 percent to $19.16 per barrel and oil sales volumes  decreased
9 percent  to 45.8 MBbls per day which  decreased  revenues  $5  million  and $9
million,  respectively.  Gas sales volumes increased  primarily due to continued
development of the Company's gas properties  partially offset by the sale of gas
properties  associated with the divestiture program. Oil sales volumes decreased
primarily  due to the sale of oil  properties  associated  with the  divestiture
program partially offset by the continued development of oil properties.

         Costs and  expenses  were $209  million for the second  quarter of 1997
compared  to $199  million in 1996.  The  increase  was  primarily  due to a $12
million  increase in exploration  costs, a $7 million  increase in depreciation,
depletion  and  amortization,  partially  offset  by a $7  million  decrease  in
production and processing  expenses and a $2 million decrease in  administrative
expenses.

         Other  income - net was $54  million  for the  second  quarter  of 1997
compared to $1 million in 1996  primarily due to the $50 million gain related to
the sale of oil and gas properties associated with the divestiture program.

     The  effective  income tax rate was an expense of 20 percent for the second
quarter of 1997  compared  to an expense  of 30 percent in 1996.  The  decreased
effective tax rate in 1997 is primarily a result of higher  nonconventional fuel
tax credits, including recognition of additional credits from prior years.

Results of Operations - Six Months 1997 Compared to Six Months 1996

         The Company  reported net income of $189 million or $1.52 per share for
the first six months of 1997  compared to $86 million or $.68 per share in 1996.
Operating  income for the first six months of 1997 was $238 million  compared to
$159 million in 1996.

         Revenues were $666 million for the first six months of 1997 compared to
$551 million in 1996.  Natural gas sales prices improved 22 percent to $2.01 per
MCF and gas  sales  volumes  improved  9  percent  to 1,287  MMCF per day  which
increased revenues $83 million and $28 million, respectively.  Average oil sales
prices  improved 6 percent to $20.23 per barrel  which  increased  revenues  $10
million  and oil sales  volumes  decreased 1 percent to 48.5 MBbls per day which
decreased  revenues $3 million.  Gas sales  volumes  increased  primarily due to
continued  development of the Company's gas properties  partially  offset by the
sale of gas  properties  associated  with the  divestiture  program.  Oil  sales
volumes  decreased  primarily due to the sale of oil properties  associated with
the divestiture  program  partially  offset by the continued  development of oil
properties.


                                       8
<PAGE>

         Costs and  expenses  were $428 million for the first six months of 1997
compared  to $392  million in 1996.  The  increase  was  primarily  due to a $20
million  increase in exploration  costs, a $17 million increase in depreciation,
depletion and  amortization,  a $2 million increase in production and processing
expenses and a $2 million decrease in administrative expenses.

         Other  income - net was $53  million  for the first six  months of 1997
compared to $2 million in 1996  primarily due to the $50 million gain related to
the sale of oil and gas properties associated with the divestiture program.

         The  effective  income tax rate was an  expense  of 19 percent  for the
first six months of 1997 compared to 17 percent in 1996. The increased effective
tax rate in 1997 is primarily a result of statutory  tax on higher pretax income
partially offset by higher nonconventional fuel tax credits, including 
recognition of additional credits from prior years.

Other Matters

         On July 17, 1997,  the Company and The Louisiana  Land and  Exploration
Company  ("LL&E")  announced that they had entered into an Agreement and Plan of
Merger, pursuant to which a newly-formed  wholly-owned subsidiary of the Company
will merge into LL&E ("Merger").  As a result of the Merger,  LL&E will become a
wholly-owned  subsidiary of the Company.  The Merger is contingent  upon,  among
other things,  certain  regulatory  approvals and the approval of each company's
stockholders.

     In the Merger,  the Company  will issue 1.525  shares of its stock for each
outstanding  share of LL&E and assume  approximately  $500 million of LL&E debt.
The Company  expects to account for this  Merger as a pooling of  interests  and
also expects it to qualify as a tax-free reorganization. The transaction, valued
at approximately  $3 billion based on the Company's  closing price of $46.125 on
July 16, 1997, is expected to close in the fourth quarter of 1997.

         In June 1997, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  130,  Reporting
Comprehensive  Income,  which is  effective  for fiscal  years  beginning  after
December 15, 1997.

         SFAS No.  130  establishes  standards  for  reporting  and  display  of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in  a  full  set  of  general-purpose  financial  statements.  It  requires  (a)
classification  of items of other  comprehensive  income  by their  nature  in a
financial  statement  and  (b)  display  of the  accumulated  balance  of  other
comprehensive  income  separate from retained  earnings and  additional  paid-in
capital in the equity section of a statement of financial position.  The Company
plans to adopt SFAS No. 130 for the quarter ended March 31, 1998.

         In June 1997,  the FASB also  issued SFAS No.  131,  Disclosures  about
Segments of an Enterprise and Related Information, which is effective for fiscal
years beginning after December 15, 1997.

         SFAS No. 131  establishes  standards  for reporting  information  about
operating  segments  in  annual  financial   statements  and  requires  selected
information  about  operating  segments in interim  financial  reports issued to
shareholders.  It also  establishes  standards  for  related  disclosures  about
products and services,  geographic  areas and major  customers.  This  Statement
supersedes  SFAS  No.  14,  Financial  Reporting  for  Segments  of  a  Business
Enterprise,  but  retains  the  requirement  to report  information  about major
customers.  The Company plans to adopt SFAS No. 131 for the year ended  December
31, 1998.

                                       9

<PAGE>
 
        In February  1997,  the FASB issued SFAS No. 128,  Earnings  per Share,
which is effective for periods ending after December 15, 1997.

          SFAS No.  128  establishes  standards  for  computing  and  presenting
earnings per share  ("EPS").  It simplifies  the standards for computing EPS and
replaces the presentation of primary EPS with a presentation of basic EPS. Basic
EPS  excludes  dilution and is computed by dividing  income  available to common
stockholders by the weighted-average number of common shares outstanding for the
period.  Diluted  EPS  reflects  the  potential  dilution  that  could  occur if
securities or other  contracts to issue common stock were exercised or converted
into common stock. SFAS No. 128 also requires dual presentation of basic EPS and
diluted EPS on the face of the income  statement  for all entities  with complex
capital  structures.  The Company plans to adopt SFAS No. 128 for the year ended
December 31, 1997 and does not expect a material impact on the Company's EPS.
                                   
         During  the  first  six  months  of 1997,  the  Company  completed  its
accelerated  divestiture  program  which was announced in July 1996. As planned,
the Company sold approximately 27,000 wells by June 30, 1997.  Before  closing
adjustments,  gross  proceeds  for 1997 from the sale of oil and gas  properties
were  approximately  $450 million  (approximately  $418 million,  net of closing
adjustments).  During the second quarter of 1997, the Company  recorded a pretax
gain of approximately $50 million related to the sale of oil and gas properties.

         The accelerated  divestiture  program allowed the Company to reorganize
and resulted in a reduction of approximately 456 employees. As of July 31, 1997,
446 of the employees were terminated and substantially all benefits were paid.

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 the Company's 1996
Annual Report on Form 10-K.


                                       10
<PAGE>




                           PART II - OTHER INFORMATION

ITEM 1.       Legal Proceedings

              See Note 5 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 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 no reports on Form 8-K during the second quarter
              of 1997.


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, Controller
                                           and Chief Accounting Officer


Date:  August 1, 1997





                                       12


                            BURLINGTON RESOURCES INC.
                               EARNINGS PER SHARE
                                  EXHIBIT 11.1
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                              SECOND QUARTER                       
                                                                      --------------------------------------------------------------
                                                                                  1997                              1996            
                                                                      ---------------------------       ----------------------------
                                                                        Earnings         Shares          Earnings          Shares   
                                                                      ---------------------------       ----------------------------
                                                                               (Dollars in Millions, Except per Share Amounts)
<S>                                                                   <C>              <C>              <C>              <C>
Primary earnings per common share
   Net earnings available for common stock and
      weighted average number of common
      shares outstanding .......................................      $        79      124,014,987      $        48      125,847,741
   Stock options assumed exercised - net .......................                -          499,871                -          442,959
                                                                      -----------      -----------      -----------      -----------
   Total net earnings and primary common shares ................      $        79      124,514,858      $        48      126,290,700
                                                                      ===========      ===========      ===========      ===========
   Primary earnings per common share ...........................      $       .64                       $       .38
                                                                      ===========                       ===========      
                                                                   
                                                              
Fully diluted earnings per common share
   Net earnings available for common stock and
      weighted average number of common
      shares outstanding .......................................      $        79      124,014,987      $        48      125,847,741
   Stock options assumed exercised - net .......................                -          509,764                -          518,857
                                                                      -----------      -----------      -----------      -----------

   Total net earnings and fully diluted common shares ..........      $        79      124,524,751      $        48      126,366,598
                                                                      ===========      ===========      ===========      ===========
   Fully diluted earnings per common share .....................      $       .64                       $       .38
                                                                      ===========                       ===========



                                                                                              SIX MONTHS                            
                                                                      --------------------------------------------------------------
                                                                                 1997                              1996             
                                                                      ---------------------------       ----------------------------
                                                                        Earnings         Shares          Earnings          Shares   
                                                                      ---------------------------       ----------------------------
                                                                               (Dollars in Millions, Except per Share Amounts)
Primary earnings per common share
   Net earnings available for common stock and
      weighted average number of common
      shares outstanding .......................................      $       189      124,356,862      $        86      126,089,794
   Stock options assumed exercised - net .......................                -          488,412                -          464,492
                                                                      -----------      -----------      -----------      -----------
   Total net earnings and primary common shares ................      $       189      124,845,274      $        86      126,554,286
                                                                      ===========      ===========      ===========      ===========
     Primary earnings per common share .........................      $      1.52                       $       .68
                                                                      ===========                       ===========
Fully diluted earnings per common share
   Net earnings available for common stock and
      weighted average number of common
      shares outstanding .......................................      $       189      124,356,862      $        86      126,089,794
   Stock options assumed exercised - net .......................                -          489,216                -          703,938
                                                                      -----------      -----------      -----------      -----------
   Total net earnings and fully diluted common shares ..........      $       189      124,846,078      $        86      126,793,732
                                                                      ===========      ===========      ===========      ===========
   Fully diluted earnings per common share .....................      $      1.52                       $       .68
                                                                      ===========                       ===========
</TABLE>
                                       13

                            BURLINGTON RESOURCES INC.
                       RATIO OF EARNINGS TO FIXED CHARGES
                                  EXHIBIT 12.1
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                             SIX MONTHS
                                                                       ----------------------
                                                                        1997            1996
                                                                       ------          ------
                                                                            (In Millions,
                                                                        Except Ratio Amounts)
<S>                                                                    <C>             <C>
Earnings

   Income Before Income Taxes ......................................   $235            $104

   Add
      Interest and fixed charges ...................................     56              57
      Portion of rent under long-term operating
         leases representative of an interest factor ...............      3               3
                                                                       ----            ----
   Total Earnings Available for Fixed Charges ......................   $294            $164
                                                                       ====            ====


Fixed Charges

   Interest and fixed charges ......................................   $ 56            $ 57
   Portion of rent under long-term operating
      leases representative of an interest factor ..................      3               3
   Capitalized interest ............................................      2               1
                                                                       ----            ----
   Total Fixed Charges .............................................   $ 61            $ 61
                                                                       ====            ====


Ratio of Earnings to Fixed Charges .................................   4.82 x          2.69 x
                                                                       ====            ====
                                                                        
</TABLE>
                                       14


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BURLINGTON
RESOURCES INC. CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1997 AND THE RELATED
CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                             449
<SECURITIES>                                        41
<RECEIVABLES>                                      191
<ALLOWANCES>                                         0
<INVENTORY>                                         23
<CURRENT-ASSETS>                                   725
<PP&E>                                           5,764
<DEPRECIATION>                                   2,210
<TOTAL-ASSETS>                                   4,372
<CURRENT-LIABILITIES>                              314
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             2
<OTHER-SE>                                       2,414
<TOTAL-LIABILITY-AND-EQUITY>                     4,372
<SALES>                                            666
<TOTAL-REVENUES>                                   666
<CGS>                                              428
<TOTAL-COSTS>                                      428
<OTHER-EXPENSES>                                   (53)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  56
<INCOME-PRETAX>                                    235
<INCOME-TAX>                                        46
<INCOME-CONTINUING>                                189
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       189
<EPS-PRIMARY>                                     1.52
<EPS-DILUTED>                                     1.52
        

</TABLE>


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