-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mncgd3ozot0/dp9JE1CtbSQ6KwTc3WMjzZFNwsPXV2VxL9jbtS6AOwQdX6rpOZV5 e3qOEnOZjCFk8nGKG/Po3g== 0000833320-97-000015.txt : 19971111 0000833320-97-000015.hdr.sgml : 19971111 ACCESSION NUMBER: 0000833320-97-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971107 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON RESOURCES INC CENTRAL INDEX KEY: 0000833320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 911413284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09971 FILM NUMBER: 97710792 BUSINESS ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: SUITE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136249500 MAIL ADDRESS: STREET 1: 5051 WESTHEIMER STREET 2: STE 1400 CITY: HOUSTON STATE: TX ZIP: 77056 10-Q 1 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED 09/30/97 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, 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, as of October 31, 1997 176,541,026 PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements BURLINGTON RESOURCES INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
THIRD QUARTER NINE MONTHS ---------------- ---------------- 1997 1996 1997 1996 ------ ------ ------ ------ (In Millions, Except per Share Amounts) Revenues ........................... $321 $344 $ 987 $ 894 Costs and Expenses ................. 225 254 652 645 ---- ---- ----- ----- Operating Income ................... 96 90 335 249 Interest Expense ................... 28 29 84 85 Other Income - Net ................. 6 1 58 2 ---- ---- ----- ----- Income Before Income Taxes ......... 74 62 309 166 Income Tax Expense ................. 15 3 60 21 ---- ---- ----- ----- Net Income ......................... $ 59 $ 59 $ 249 $ 145 ==== ==== ===== ===== Earnings per Common Share .......... $.47 $.47 $1.99 $1.15 ==== ==== ===== =====
See accompanying Notes to Consolidated Financial Statements. 2 BURLINGTON RESOURCES INC. CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, December 31, 1997 1996 ------ ------ (In Millions, Except Share Data) ASSETS Current Assets Cash and Cash Equivalents ............................................. $ 429 $ 68 Short-term Investments ................................................ 51 - Accounts Receivable ................................................... 224 338 Inventories ........................................................... 19 18 Other Current Assets .................................................. 23 18 ------ ------ 746 442 ------ ------ Oil & Gas Properties (Successful Efforts Method) ........................ 5,281 5,843 Other Properties ........................................................ 538 485 ------ ------ 5,819 6,328 Accumulated Depreciation, Depletion and Amortization ................ 2,220 2,548 ------ ------ Properties - Net ................................................. 3,599 3,780 ------ ------ Other Assets ............................................................ 88 94 ------ ------ Total Assets ............................................... $4,433 $4,316 ====== ====== LIABILITIES Current Liabilities Accounts Payable ..................................................... $ 191 $ 217 Taxes Payable ........................................................ 62 62 Accrued Interest ..................................................... 34 23 Dividends Payable .................................................... 17 17 Deferred Revenue ..................................................... 19 20 Other Current Liabilities ............................................ 2 29 ------ ------ 325 368 ------ ------ Long-term Debt .......................................................... 1,347 1,347 ------ ------ Deferred Income Taxes ................................................... 116 85 ------ ------ Deferred Revenue ........................................................ 61 75 ------ ------ Other Liabilities and Deferred Credits .................................. 102 108 ------ ------ Commitments and Contingent Liabilities STOCKHOLDERS' EQUITY Preferred Stock, Par Value $.01 Per Share (Authorized 75,000,000 Shares; No Shares Issued and Outstanding) .... - - Common Stock, Par Value $.01 Per Share (Authorized 325,000,000 Shares; Issued 150,000,000 Shares) .......... 2 2 Paid-in Capital ......................................................... 2,933 2,932 Retained Earnings ....................................................... 586 388 ------ ------ 3,521 3,322 Cost of Treasury Stock (26,178,347 and 25,081,301 Shares for 1997 and 1996, respectively) ... 1,039 989 ------ ------ Common Stockholders' Equity ............................................. 2,482 2,333 ------ ------ Total Liabilities and Common Stockholders' Equity ................ $4,433 $4,316 ====== ======
See accompanying Notes to Consolidated Financial Statements. 3 BURLINGTON RESOURCES INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ------------------ 1997 1996 ------- ------- (In Millions) Cash Flows From Operating Activities Net Income .................................................................. $ 249 $ 145 Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities Depreciation, Depletion and Amortization .................................. 272 254 Deferred Income Taxes ..................................................... 31 (14) Exploration Costs ......................................................... 79 41 Gain on Sales of Oil and Gas Properties ................................... (50) - Working Capital Changes Accounts Receivable ....................................................... 114 11 Inventories ............................................................... (1) (6) Other Current Assets ...................................................... (5) (2) Accounts Payable .......................................................... (26) (5) Taxes Payable ............................................................. - (12) Accrued Interest .......................................................... 11 15 Other Current Liabilities ................................................. (27) 37 Other ....................................................................... (46) 65 ------- -------- Net Cash Provided By Operating Activities ........................... 601 529 ------- -------- Cash Flows From Investing Activities Additions to Properties ..................................................... (523) (427) Short-term Investments ...................................................... (51) - Proceeds from Sales and Other ............................................... 435 175 ------- -------- Net Cash Used In Investing Activities ............................... (139) (252) ------- -------- Cash Flows From Financing Activities Proceeds from Long-term Financing ........................................... - 150 Reduction in Long-term Debt ................................................. - (152) Dividends Paid .............................................................. (51) (52) Common Stock Purchases ...................................................... (58) (98) Other ....................................................................... 8 (13) ------- -------- Net Cash Used In Financing Activities ............................... (101) (165) ------- -------- Increase in Cash and Cash Equivalents ......................................... 361 112 Cash and Cash Equivalents Beginning of Year ........................................................... 68 20 ------- -------- End of Period ............................................................... $ 429 $ 132 ======= ========
See accompanying Notes to Consolidated Financial Statements. 4 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 126 million for the first nine 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 September 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 and losses are based on specific identification of the securities sold. 3. 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 would merge into LL&E ("Merger"). On October 22, 1997, the Merger was consummated following the favorable votes of both companies' stockholders. As a result of the Merger, LL&E became a wholly-owned subsidiary of the Company. Pursuant to the Merger, the Company issued 52,701,035 shares of its common stock based on an exchange ratio of 1.525 for each outstanding share of LL&E stock. The Company will account for the Merger as a pooling of interests. The Merger also qualifies as a tax-free reorganization. The transaction was valued at approximately $3 billion based on the Company's closing stock price of $51.81 on October 22, 1997. As of October 31, 1997, the Company had 176,541,026 shares of common stock outstanding. 5 The following table presents unaudited pro forma results of the combined operations of the Company and LL&E for the third quarter and nine months ended September 30, 1997, and 1996, as though the Merger had occurred on January 1, 1996. Certain adjustments were made to this financial information to conform the accounting policies and presentation of the Company and LL&E. The pro forma combined information does not include estimated non-recurring pretax transaction costs of approximately $80 million associated with the Merger. The estimated transaction costs will be expensed in the fourth quarter of 1997, the period in which the Merger was consummated.
Third Quarter Nine Months ---------------------- --------------------- 1997 1996 1997 1996 ------- -------- ------- ------- (In Millions, Except per Share Amounts) Revenues ............................ $ 465 $ 526 $ 1,459 $ 1,610 Costs and Expenses .................. 349 411 1,043 1,253 ------- -------- ------- ------- Operating Income .................... 116 115 416 357 Interest Expense .................... 36 37 106 111 Other Income - Net .................. 2 4 55 2 ------- -------- ------- ------- Income Before Income Taxes .......... 82 82 365 248 Income Tax Expense .................. 16 9 83 51 ------- -------- ------- ------- Net Income .......................... $ 66 $ 73 $ 282 $ 197 ======= ======== ======= ======= Earnings per Common Share ........... $ .37 $ .41 $ 1.59 $ 1.10 ======= ======== ======= =======
The following table sets forth the unaudited condensed pro forma combined balance sheet information of the Company and LL&E.
September 30, December 31, 1997 1996 ------------- ------------ (In Millions) Currrent Assets ........................................... $ 868 $ 624 Properties - Net .......................................... 4,789 4,928 Other Assets .............................................. 130 131 ============= ============ Total Assets .............................................. $ 5,787 $ 5,683 ============= ============ Current Liabilities ....................................... $ 430 $ 516 Long-term Debt ............................................ 1,830 1,853 Deferred Income Taxes ..................................... 201 162 Other Liabilities and Deferred Credits .................... 326 344 Common Stockholders' Equity ............................... 3,000 2,808 ============= ============ Total Liabilities and Common Stockholders' Equity ......... $ 5,787 $ 5,683 ============= ============
The unaudited pro forma information presented above is not necessarily indicative of the results of operations or the financial position which would have occurred had the Merger been consummated at January 1, 1996, nor is it necessarily indicative of future results of operations or financial position. 6 4. DIVESTITURE PROGRAM AND REORGANIZATION In June 1997, the Company completed its accelerated divestiture program which was announced in July 1996. As planned, the Company sold approximately 27,000 wells and related facilities by June 30, 1997. Before closing adjustments, gross proceeds for 1997 from the sales of oil and gas properties related to the accelerated divestiture program 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 sales 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 October 31, 1997, 448 of the employees had been terminated and substantially all benefits had been 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. On October 17, 1997, these class members filed a Petition for Review with The Supreme Court of Texas. The Company and the Plaintiffs will continue to vigorously defend this appeal. 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. 6. SUBSEQUENT EVENT On October 13, 1997, the Company announced that it has entered into an agreement to acquire all of the interests held by BG Exploration & Production Limited in the East Irish Sea of the United Kingdom for $158 million. The transaction is subject to approval by the Secretary of State for Trade and Industry of the United Kingdom and is expected to close on or about December 2, 1997. 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, 1997 and December 31, 1996 was 35 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 September 30, 1997, there were no borrowings outstanding under the credit 7 facilities. In April 1997, the Company increased the capacity under its shelf registration statements from $200 million to $500 million. During the first six months of 1997, the Company repurchased approximately 1.3 million shares of its common stock for approximately $58 million. Effective July 16, 1997, the Company rescinded its stock repurchase program, therefore, there were no repurchases made during the third quarter of 1997. Since December 1988, the Company repurchased approximately 31 million shares under four 10 million share repurchase authorizations. In conjunction with the Compan's stock repurchase program, the Company sold put options ("options") during the first quarter of 1997. The options entitled the holders, upon exercise of the options on the expiration dates, to sell shares of Burlington Resources Inc. common stock to the Company at specified prices. Alternatively, the Company retained the ability to settle the options in cash. In total, options on 500 thousand shares were issued with an average strike price of $44.50 per share. An average premium of $2.63 per option was received for the option sales. As of September 30, 1997, all options had expired without being exercised. Net cash provided by operating activities for the first nine months of 1997 was $601 million compared to $529 million in 1996. The increase was primarily due to significantly higher operating income and working capital changes. Net cash provided by operating activities in 1996 included $108 million in proceeds received from a prepaid premium related to an obligation to deliver gas from certain coal seam gas wells. In June 1997, the Company completed its accelerated divestiture program which was 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 sales of oil and gas properties related to the accelerated divestiture program were approximately $450 million (approximately $418 million, net of closing adjustments). As of September 30, 1997, the Company had $51 million invested in highly-liquid debt securities with maturities of more than three months. These short-term investments when combined with cash and cash equivalents equaled $480 million as of September 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 nine months of 1997 totaled $523 million compared to $427 million in 1996. As of October 15, 1997, capital expenditures were projected to be approximately $879 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 October 8, 1997, the Board of Directors declared a common stock quarterly dividend of $.1375 per share, payable January 2, 1998. 8 Results of Operations - Third Quarter 1997 Compared to Third Quarter 1996 The Company reported net income of $59 million or $.47 per share for the third quarter of 1997 compared to $59 million or $.47 per share in 1996. Operating income for the third quarter of 1997 was $96 million compared to $90 million in 1996. Revenues were $321 million for the third quarter of 1997 compared to $344 million in 1996. Natural gas sales prices decreased 2 percent to $1.90 per MCF which decreased revenues $5 million and gas sales volumes improved 3 percent to 1,295 MMCF per day which increased revenues $7 million. Average oil sales prices decreased 14 percent to $18.26 per barrel and oil sales volumes decreased 9 percent to 48.0 MBbls per day which decreased revenues $13 million and $10 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 $225 million for the third quarter of 1997 compared to $254 million in 1996. The third quarter of 1996 included a $30 million reorganization charge for severance and other related exit costs. Excluding the $30 million charge, costs and expenses for the third quarter of 1997 increased $1 million compared to the same period last year. The increase was primarily due to an $18 million increase in exploration costs partially offset by a $16 million decrease in production and processing expenses and a $1 million decrease in administrative expenses. Other income - net was $6 million for the third quarter of 1997 compared to $1 million in 1996. The increase was primarily due to higher interest income earned on the Company's cash and short-term investments portfolios. The effective income tax rate was an expense of 20 percent for the third quarter of 1997 compared to an expense of 4 percent in 1996. The increased effective tax rate in 1997 was a result of statutory tax on higher pretax income and lower nonconventional fuel tax credits. Results of Operations - Nine Months 1997 Compared to Nine Months 1996 The Company reported net income of $249 million or $1.99 per share for the first nine months of 1997 compared to $145 million or $1.15 per share in 1996. Operating income for the first nine months of 1997 was $335 million compared to $249 million in 1996. Revenues were $987 million for the first nine months of 1997 compared to $894 million in 1996. Natural gas sales prices improved 13 percent to $1.97 per MCF and gas sales volumes improved 7 percent to 1,289 MMCF per day which increased revenues $77 million and $36 million, respectively. Average oil sales prices decreased 2 percent to $19.57 per barrel which decreased revenues $4 million and oil sales volumes decreased 4 percent to 48.3 MBbls per day which decreased revenues $12 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 the Company's oil properties. 9 Costs and expenses were $652 million for the first nine months of 1997 compared to $645 million in 1996. The first nine months of 1996 included a $30 million reorganization charge for severance and other related exit costs. Excluding the $30 million charge, costs and expenses for the first nine months of 1997 increased $37 million compared to the same period last year. The increase is primarily due to a $38 million increase in exploration costs, and an $18 million increase in depreciation, depletion and amortization partially offset by a $14 million decrease in production and processing expenses and a $3 million decrease in administrative expenses. Other income - net was $58 million for the first nine months of 1997 compared to $2 million in 1996. The increase was primarily due to the $50 million gain related to the sale of oil and gas properties associated with the divestiture program and $7 million higher interest income earned on the Company's cash and short-term investments portfolios. The effective income tax rate was an expense of 20 percent for the first nine months of 1997 compared to 12 percent in 1996. The increased effective tax rate in 1997 was 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 would merge into LL&E ("Merger"). On October 22, 1997, the Merger was consummated following the favorable votes of both companies' stockholders. As a result of the Merger, LL&E became a wholly-owned subsidiary of the Company. Pursuant to the Merger, the Company issued 52,701,035 shares of its common stock based on an exchange ratio of 1.525 for each outstanding share of LL&E stock. The Company will account for the Merger as a pooling of interests. The Merger also qualifies as a tax-free reorganization. The transaction was valued at approximately $3 billion based on the Company's closing stock price of $51.81 on October 22, 1997. As of October 31, 1997, the Company had 176,541,026 shares of common stock outstanding. 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. 10 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. 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. 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. 11 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings See Note 5 of Notes to Consolidated Financial Statements. ITEM 4. Submission of Matters to a Vote of Security Holders At a special meeting of stockholders of the Company held on October 22, 1997, the stockholders voted to approve the issuance of the Company's common stock pursuant to the Agreement and Plan of Merger dated July 16, 1997 among the Company, BR Acquisition Corporation (a wholly-owned subsidiary of the Company) and LL&E. Approval of the issuance of shares of the Company's common stock pursuant to the Merger was as follows. For Against Abstentions 94,752,530 308,225 517,354 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 14 12.1 Ratio of Earnings to Fixed Charges 15 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. 12 B. Reports on Form 8-K The Company filed a Form 8-K dated July 16, 1997, which included as an exhibit a Press Release dated July 17, 1997, announcing that it had entered into an Agreement and Plan of Merger with The Louisiana Land and Exploration Company. Items 2, 3 and 5 of Part II are not applicable and have been omitted. 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: November 7, 1997 13 EX-11 2 EARNINGS PER SHARE BURLINGTON RESOURCES INC. EARNINGS PER SHARE EXHIBIT 11.1 (UNAUDITED)
THIRD QUARTER -------------------------------------------------------------- 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 ....................................... $ 59 123,802,283 $ 59 125,230,379 Stock options assumed exercised - net ....................... - 502,227 - 497,096 ----------- ----------- ----------- ----------- Total net earnings and primary common shares ................ $ 59 124,304,510 $ 59 125,727,475 =========== =========== =========== =========== Primary earnings per common share ........................... $ .47 $ .47 =========== =========== Fully diluted earnings per common share Net earnings available for common stock and weighted average number of common shares outstanding ....................................... $ 59 123,802,283 $ 59 125,230,379 Stock options assumed exercised - net ....................... - 601,409 - 701,850 ----------- ----------- ----------- ----------- Total net earnings and fully diluted common shares .......... $ 59 124,403,692 $ 59 125,932,229 =========== =========== =========== =========== Fully diluted earnings per common share ..................... $ .47 $ .47 =========== =========== NINE 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 ....................................... $ 249 124,192,065 $ 145 125,819,192 Stock options assumed exercised - net ....................... - 525,041 - 516,514 ----------- ----------- ----------- ----------- Total net earnings and primary common shares ................ $ 249 124,717,106 $ 145 126,335,706 =========== =========== =========== =========== Primary earnings per common share ........................... $ 1.99 $ 1.15 =========== =========== Fully diluted earnings per common share Net earnings available for common stock and weighted average number of common shares outstanding ....................................... $ 249 124,192,065 $ 145 125,819,192 Stock options assumed exercised - net ....................... - 715,393 - 712,835 ----------- ----------- ----------- ----------- Total net earnings and fully diluted common shares .......... $ 249 124,907,458 $ 145 126,532,027 =========== =========== =========== =========== Fully diluted earnings per common share ..................... $ 1.99 $ 1.15 =========== ===========
14 EX-12 3 RATIO OF EARNINGS TO FIXED CHARGES BURLINGTON RESOURCES INC. RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1 (UNAUDITED)
NINE MONTHS -------------------- 1997 1996 ------ ------ (In Millions, Except Ratio Amounts) Earnings Income Before Income Taxes ..................................... $ 309 $ 166 Add Interest and fixed charges .................................. 84 85 Portion of rent under long-term operating leases representative of an interest factor .............. 4 4 ----- ----- Total Earnings Available for Fixed Charges ..................... $ 397 $ 255 ===== ===== Fixed Charges Interest and fixed charges ..................................... $ 84 $ 85 Portion of rent under long-term operating leases representative of an interest factor ................. 4 4 Capitalized interest ........................................... 3 2 ------ ----- Total Fixed Charges ............................................ $ 91 $ 91 ====== ===== Ratio of Earnings to Fixed Charges ................................. 4.36 x 2.80 x ====== =====
15 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BURLINGTON RESOURCES INC. CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997 AND THE RELATED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000000 9-MOS DEC-31-1997 SEP-30-1997 429 51 224 0 19 746 5819 2220 4433 325 0 0 0 2 2480 4433 987 987 652 652 (58) 0 84 309 60 249 0 0 0 249 1.99 1.99
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