SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1997 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ............to............ Commission file number 1-959 THE LOUISIANA LAND AND EXPLORATION COMPANY Exact name of registrant as specified in its charter MARYLAND 72-0244700 State or other jurisdiction of I.R.S. Employer incorporation or organization Identification No. 909 POYDRAS STREET, NEW ORLEANS, LA. 70112 Address of principal executive offices Zip Code Registrant's telephone number, including area code 504-566-6500 NO CHANGE Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class July 24, 1997 CAPITAL STOCK, $.15 PAR VALUE 34,447,355 SHARES THE LOUISIANA LAND AND EXPLORATION COMPANY INDEX Page Number _________________________________________________________________ PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: (The June 30, 1997 and 1996 consolidated financial state- ments included in this filing on Form 10-Q have been reviewed by KPMG Peat Marwick LLP, independent auditors, in accordance with established professional standards and procedures for such a review. The report of KPMG Peat Marwick LLP commenting upon their review is included herein.) Consolidated Balance Sheets - June 30, 1997 and December 31, 1996............................. 3 Consolidated Statements of Earnings - three months and six months ended June 30, 1997 and 1996... 4 Consolidated Statements of Cash Flows - six months ended June 30, 1997 and 1996.................. 5 Notes to Consolidated Financial Statements........ 6-9 Independent Auditors' Review Report............... 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................... 11-13 Petroleum Segment Information......................... 14 Operating Data........................................ 15-16 Part II. OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K............ 17 Part I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. THE LOUISIANA LAND AND EXPLORATION COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Millions of dollars) June 30, December 31, ASSETS 1997 1996 _____________________________________________________________________________________ CURRENT ASSETS: Cash, including cash equivalents (June 30, 1997-$3.8; December 31, 1996-$1.2) $ 15.9 9.0 Accounts and notes receivable, principally trade 115.5 150.7 Income taxes receivable .6 - Prepaid expenses 11.9 10.7 Deferred income taxes .7 .7 _____________________________________________________________________________________ TOTAL CURRENT ASSETS 144.6 171.1 _____________________________________________________________________________________ Investments in affiliates 8.4 8.1 Property, plant and equipment 3,131.5 3,100.6 Less accumulated depletion, depreciation and amortization (1,964.2) (1,940.9) _____________________________________________________________________________________ NET PROPERTY, PLANT AND EQUIPMENT 1,167.3 1,159.7 _____________________________________________________________________________________ Other assets 25.3 25.9 _____________________________________________________________________________________ $ 1,345.6 1,364.8 _____________________________________________________________________________________ LIABILITIES AND STOCKHOLDERS' EQUITY _____________________________________________________________________________________ CURRENT LIABILITIES: Accounts payable and accrued expenses 137.4 138.9 Income taxes payable 3.9 9.4 _____________________________________________________________________________________ TOTAL CURRENT LIABILITIES 141.3 148.3 _____________________________________________________________________________________ Deferred income taxes 82.3 78.4 Long-term debt 460.1 505.7 Other liabilities 160.2 157.8 _____________________________________________________________________________________ STOCKHOLDERS' EQUITY: Capital stock 5.2 5.1 Additional paid-in capital 48.3 44.6 Retained earnings 448.2 424.9 _____________________________________________________________________________________ TOTAL STOCKHOLDERS' EQUITY 501.7 474.6 _____________________________________________________________________________________ $ 1,345.6 1,364.8 _____________________________________________________________________________________ See accompanying notes to consolidated financial statements. THE LOUISIANA LAND AND EXPLORATION COMPANY CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) (Millions, except per share data) Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 _____________________________________________________________________________________ REVENUES: Oil and gas $134.4 135.8 305.2 283.5 Refined products - 110.2 - 225.0 Gain on sale of oil and gas properties - .3 .4 .3 _____________________________________________________________________________________ 134.4 246.3 305.6 508.8 _____________________________________________________________________________________ COSTS AND EXPENSES: Lease operating and facility expenses 30.0 27.9 61.1 57.9 Refinery cost of sales and operating expenses - 101.7 - 216.1 Dry holes and exploratory charges 29.5 21.8 75.8 43.3 Depletion, depreciation and amortization 44.9 44.6 88.6 88.1 Taxes, other than on earnings 5.2 6.3 11.5 12.5 General, administrative and other expenses 9.8 9.1 19.1 18.0 _____________________________________________________________________________________ 119.4 211.4 256.1 435.9 _____________________________________________________________________________________ 15.0 34.9 49.5 72.9 OTHER INCOME (EXPENSE): Interest and debt expenses (6.5) (8.9) (14.4) (18.1) Other income (expense), net 1.3 .5 7.8 3.5 _____________________________________________________________________________________ Earnings before income taxes 9.8 26.5 42.9 58.3 Income tax expense 3.6 9.3 15.5 20.5 _____________________________________________________________________________________ NET EARNINGS $ 6.2 17.2 27.4 37.8 _____________________________________________________________________________________ EARNINGS PER SHARE $ 0.18 0.50 0.79 1.11 _____________________________________________________________________________________ AVERAGE SHARES 34.5 34.2 34.5 34.0 _____________________________________________________________________________________ CASH DIVIDENDS PER SHARE $ 0.06 0.06 0.12 0.12 _____________________________________________________________________________________ See accompanying notes to consolidated financial statements. THE LOUISIANA LAND AND EXPLORATION COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Millions of dollars) Six months ended June 30, 1997 1996 _____________________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 27.4 37.8 Adjustments to reconcile to cash flows from operations: Gain on sale of oil and gas properties (.4) (.3) Depletion, depreciation and amortization 88.6 88.1 Deferred income taxes 3.9 12.6 Dry holes and impairment charges 49.7 22.3 Other .1 6.1 _____________________________________________________________________________________ 169.3 166.6 Changes in operating assets and liabilities: Net decrease in receivables 37.3 10.4 Net increase in inventories - (4.3) Net increase in prepaid items (1.2) (1.3) Net increase (decrease) in payables (9.5) 7.8 Other 1.7 (2.1) _____________________________________________________________________________________ NET CASH FLOWS FROM OPERATING ACTIVITIES 197.6 177.1 _____________________________________________________________________________________ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (146.5) (99.7) Proceeds from asset sales 6.1 .5 Other (3.2) .5 _____________________________________________________________________________________ NET CASH FLOWS FROM INVESTING ACTIVITIES (143.6) (98.7) _____________________________________________________________________________________ CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (45.6) (99.2) Advances against cash surrender value - 9.6 Dividends (4.1) (4.1) Repayment of loans to ESOP - 1.2 Other 2.6 15.5 _____________________________________________________________________________________ NET CASH FLOWS FROM FINANCING ACTIVITIES (47.1) (77.0) _____________________________________________________________________________________ INCREASE IN CASH AND CASH EQUIVALENTS $ 6.9 1.4 _____________________________________________________________________________________ See accompanying notes to consolidated financial statements. THE LOUISIANA LAND AND EXPLORATION COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of June 30, 1997, and the results of operations and cash flows for the three-month and six-month periods ended June 30, 1997 and 1996. Certain amounts have been reclassified to conform with the current period's presentation. 2. On July 31, 1996, the Company completed the sale of its crude oil refinery and terminal near Mobile, Alabama, including crude oil and refined product inventories, for approximately $70 million resulting in a pretax gain of approximately $2 million. The net book value of refinery property, plant and equipment at that date totaled approximately $33 million. The following table sets forth the refinery operating results for the periods indicated. (Unaudited) Periods ended June 30, 1996 Three Six Months Months ________________________________________________________________________________ REFINING OPERATIONS Refining Operating Profit: Revenues: Refined products* $117.9 239.0 Other .2 .3 ________________________________________________________________________________ 118.1 239.3 ________________________________________________________________________________ Cost and expenses: Cost of sales* 98.2 207.4 Operating expenses 11.2 22.7 Depreciation .5 .9 Taxes, other than income .4 .8 ________________________________________________________________________________ 110.3 231.8 ________________________________________________________________________________ $ 7.8 7.5 ________________________________________________________________________________ *Before the elimination of intercompany transfers to the company's refinery $ 7.7 14.0 ________________________________________________________________________________ 3. For the three months ended June 30, 1997 and 1996, interest costs incurred were $9.2 million and $11.8 million, respectively, of which $2.7 million and $2.9 million, respectively, were capitalized as part of the cost of property, plant and equipment. For the six months ended June 30, 1997 and 1996, interest costs incurred were $18.7 million and $24.4 million, respectively, of which $4.3 million and $6.3 million, respectively, were capitalized as part of the cost of property, plant and equipment. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. As prescribed by Accounting Principles Board Opinion No. 15, "Earnings Per Share" ("Opinion No. 15"), earnings per share are calculated on the weighted average number of shares outstanding during each period for capital stock and, when dilutive, capital stock equivalents, which assumes exercise of stock options. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Statement No. 128, "Earnings Per Share" ("SFAS No. 128"). SFAS No. 128 supersedes Opinion No. 15, will be effective for the Company's year ended December 31, 1997, and cannot be adopted earlier. After adoption, all prior period earnings per share must be restated to conform with SFAS No. 128. Due to the insignificant number of potentially dilutive securities (stock options) outstanding, SFAS No. 128 will not have a material impact on the Company's earnings per share. 5. In accordance with Regulation S-X, Rule 3-09, the audited consolidated financial statements of the Company's 50%-owned affiliate, MaraLou Netherlands Partnership (MaraLou) and its wholly-owned consolidated subsidiary, CLAM Petroleum Company (CLAM), were filed with the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Accordingly, the following unaudited summarized consolidated income statement information for MaraLou and its consolidated subsidiary, CLAM, for the three-month and six-month periods ended June 30, 1997 and 1996 are presented in accordance with Regulation S-X, Rule 10-01(b). (Unaudited) Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 ________________________________________________________________________________ Gross revenues $ 20.9 21.4 48.9 53.1 ________________________________________________________________________________ Operating profit 10.1 7.4 26.7 24.3 ________________________________________________________________________________ Net earnings 2.3 3.8 8.8 11.8 ________________________________________________________________________________ 6. The Company uses derivative commodity instruments to manage commodity price risks associated with future natural gas and crude oil production but does not use them for speculative purposes. The company's commodity price hedging program utilizes futures, forwards, options and swap contracts in series of transactions designed to set a floor price NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) for future production and at the same time allow the Company to participate in market price increases above a set level over the floor price and outside of specific ranges. To qualify as a hedge, these contracts must correlate to anticipated future production such that the Company's exposure to the effects of price changes is reduced. The Company uses the accrual method of accounting for derivative commodity instruments. At inception, the contract premiums paid are recorded as prepaid expenses and, upon settlement of the hedged production month, are included with the gains and losses on the contracts in oil and gas revenues. At June 30, 1997, approximately 46 trillion BTU of domestic natural gas production for the remainder of 1997 were covered by a series of transactions designed to set an average floor price of $1.82 per million BTU with the Company's nonparticipation in market price increases above the floor price limited to $0.18 per million BTU. For 1998, approximately 57 trillion BTU of domestic natural gas were similarly hedged at an average floor price of $1.80 per million BTU with the Company's nonparticipation in market price increases above the floor price limited to $0.24 per million BTU. For 1999, approximately 14 trillion BTU of domestic natural gas were similarly hedged at an average floor price of $1.92 per million BTU with the Company's nonparticipation in market price increases above the floor price limited to $0.37 per million BTU. While these transactions have nominal carrying values, their fair value, represented by the estimated amount that would be required to terminate the contracts, were a net cost of $3.0 million for the 1997 hedges, a net benefit of $.5 million for the 1998 hedges and a net benefit of $1.1 million for 1999 hedges. (The Company estimates that its domestic natural gas production averages approximately 1.07 million BTU for each thousand cubic feet.) In addition, approximately 3.4 million barrels of the Company's worldwide crude oil production for the remainder of 1997 were similarly hedged at an average floor price of $17.80 per barrel with the Company's nonparticiation in market price increases above the floor price limited to $1.16 per barrel. These transactions also have nominal carrying values, but their fair value at June 30, 1997 amounted to a net benefit of $.9 million. 7. On July 16, 1997, the Company signed a definitive agreement to combine with Burlington Resources Inc. (BR) in a transaction intended to be accounted for under the pooling of interests method of accounting for business combinations. Under the terms of the agreement, which is subject to the approvals of regulatory agencies and the shareholders of both companies, a wholly owned subsidiary of BR will merge into the Company and the Company's shareholders will receive 1.525 shares of BR common stock for each Company share held and the Company will become a wholly owned subsidiary of BR. The transaction is expected to qualify as a tax-free reorganization. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 8. The Company has been notified by the U.S. Environmental Protection Agency that it is one of many Potentially Responsible Parties (PRP) with respect to certain National Priorities List sites. Based on its evaluation of the potential total cleanup costs, its estimate of its potential exposure, and the viability of the other PRP's, the Company believes that any costs ultimately required to be borne by it at these sites will not have a material adverse effect on the results of operations, cash flow or financial position of the Company. The Company is subject to other legal proceedings, claims and liabilities which arise in the ordinary course of its business. In the opinion of Management, the amount of ultimate liability with respect to these actions will not have a material adverse effect on results of operations, cash flow or financial position of the Company. INDEPENDENT AUDITORS' REVIEW REPORT The Board of Directors The Louisiana Land and Exploration Company: We have reviewed the consolidated balance sheet of The Louisiana Land and Exploration Company and subsidiaries as of June 30, 1997, and the related consolidated statements of earnings and cash flows for the three-month and six-month periods ended June 30, 1997 and 1996. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of The Louisiana Land and Exploration Company and subsidiaries as of December 31, 1996, and the related consolidated statements of earnings, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 7, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1996, is fairly presented, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP New Orleans, Louisiana July 28, 1997 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of estimated oil and gas production and reserves, drilling plans, future cash flows, anticipated capital expenditures and Management's strategies, plans and objectives, are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes that its forward looking statements are based on reasonable assumptions, it cautions that such statements are subject to a wide range of risks and uncertainties incident to the exploration for, acquisition, development and marketing of oil and gas, and it can give no assurance that its estimates and expectations will be realized. Important factors that could cause actual results to differ materially from the forward looking statements include, but are not limited to, changes in production volumes, worldwide demand, and commodity prices for petroleum natural resources; the timing and extent of the Company's success in discovering, acquiring, developing and producing oil and gas reserves; risks incident to the drilling and operation of oil and gas wells; future production and development costs; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States and foreign countries in which the Company operates; the effect of hedging activities; and conditions in the capital markets. Other risk factors are discussed elsewhere in this Form 10-Q, including those risk factors described in Note 8 of "Notes to Consolidated Financial Statements" and in the Company's Form 10-K. REVIEW OF OPERATIONS Second quarter and first half 1997 net earnings totaled $6.2 million and $27.4 million, respectively, down from the $17.2 million and $37.8 million earned for the respective 1996 periods. The decline in net earnings resulted primarily from reduced liquids volumes, lower domestic natural gas prices and higher exploratory costs in both 1997 periods and the inclusion in the comparable 1996 periods of operating results from the Company's Mobile refinery, which was sold in July 1996. OIL AND GAS OPERATIONS Revenues from the Company's oil and gas operations were down $1 million from the second quarter of 1996 due to lower liquids revenues. Liquids revenues were down $5 million due to lower crude oil volumes ($3 million) and prices ($2 million). Natural gas revenues were up almost $3 million as a result of higher domestic deliveries ($9 million). The effect of higher domestic natural gas deliveries was partially offset by lower prices ($6 million). ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (CONTINUED) In the first half of 1997 revenues from the Company's oil and gas operations were up $22 million from the first half of 1996. Liquids revenues were up $6 million primarily due to the higher worldwide crude oil prices. Natural gas revenues were up almost $15 million as a result of higher domestic deliveries ($20 million), partially offset by lower prices ($5 million). Crude oil volumes in the second quarter and first half of 1997 decreased 2100 and 1500 barrels per day (BPD), respectively, from the comparable 1996 periods primarily due to production declines at the North Sea. North Sea operations were down 2700 BPD and 2300 BPD in the 1997 second quarter and first half, respectively, as wells shut-in due to pipeline maintenance and natural declines more than offset new production from the Thelma Field. While new wells onstream in south Louisiana and the Gulf of Mexico properties contributed to higher domestic volumes in the first half, which were up 500 BPD, natural declines and the effect of properties sold resulted in a decline of 700 BPD in the second quarter of 1997. Other foreign crude volumes were up 1300 BPD and 300 BPD in the second quarter and first half, respectively, due to new wells onstream at the KAKAP concession, offshore Indonesia. Natural gas deliveries were up 39 million and 37 million cubic feet per day in the second quarter and first half of 1997, respectively, due to higher domestic production. Domestic deliveries were up due to new wells onstream in the Gulf of Mexico and south Louisiana. The higher domestic deliveries were partially offset by the effects of natural declines at mature producing properties and wells shut-in for maintenance and repairs. Partially offsetting the higher domestic production were lower volumes from the North Sea operations due to the aforementioned shut-ins and natural declines and demand-induced declines from the Company's 50%-owned affiliate, CLAM Petroleum Company. Lease operating and facility expenses (LOE) were up in both 1997 periods as higher workover costs and facilities expenses offset reductions in operating costs and repair charges. Depletion, depreciation and amortization (DD&A) was up marginally in both periods as a result of the DD&A associated with new wells onstream. This increase in DD&A was partially offset by natural production declines on mature producing properties. Dry holes and exploratory charges increased due to the write- off of unsuccessful exploratory wells and higher seismic costs incurred. Interest and debt expenses were down from the 1996 periods as a result of the significant reduction in long-term debt over the last twelve months. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (CONTINUED) LIQUIDITY AND CAPITAL RESOURCES In the first half of 1997, the Company generated approximately $198 million in cash from operations which, along with available cash, was used for capital projects ($147 million), reductions of long-term debt ($46 million) and dividends paid ($4 million). In June 1997, the Company replaced its existing $350 million Revolving Credit Facility with a Revolving Credit Facility of a like amount, the primary objectives of which were to avail the Company of lower market pricing, extend the maturity by one year to 2002 and obtain other terms and conditions which are more favorable to the Company. The Company expects to fund its 1997 expenditures, including capital and exploration expenditures of approximately $320 million, primarily from operating cash flows. The Company's expenditures are continually reviewed, and revised as necessary, based on perceived current and long- term economic conditions. CAPITAL STOCK, DIVIDENDS AND OTHER MARKET DATA On July 16, 1997 the Company signed a definitive agreement to combine with Burlington Resources Inc. (BR) in a transaction intended to be accounted for under the pooling of interests method of accounting for business combinations. Under the terms of the agreement, which is subject to the approvals of regulatory agencies and the shareholders of both companies, a wholly owned subsidiary of BR will merge into the Company and the Company's shareholders will receive 1.525 shares of BR common stock for each Company share held and the Company will become a wholly owned subsidiary of BR. The transaction is expected to qualify as a tax-free reorganization. In February 1997, the Company's Board of Directors authorized the repurchase of up to two million shares of the Company's capital stock. No shares have been repurchased under the program. In connection with the agreement with BR discussed above, the Company's Board of Directors has agreed to terminate such repurchase program. NOTE: The accompanying consolidated financial statements and notes thereto included in Item 1. of this Form 10-Q and the petroleum segment information and operating data following this Item 2. are an integral part of this discussion and analysis and should be read in conjunction herewith. THE LOUISIANA LAND AND EXPLORATION COMPANY PETROLEUM SEGMENT INFORMATION (Millions of dollars) Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 _____________________________________________________________________________________ Sales to unaffiliated customers: Domestic1 $ 96.9 207.3 223.9 426.2 North Sea 29.1 33.0 67.5 70.1 Other foreign 8.4 6.0 14.2 12.5 _____________________________________________________________________________________ Total revenues $134.4 246.3 305.6 508.8 _____________________________________________________________________________________ Earnings before income taxes: Operating profit (loss): Domestic1 23.9 38.7 58.0 80.4 North Sea 8.0 10.0 24.7 22.1 Other foreign (2.2) (2.9) (6.8) (7.2) _____________________________________________________________________________________ 29.7 45.8 75.9 95.3 Other income (expense), net (19.9) (19.3) (33.0) (37.0) _____________________________________________________________________________________ Earnings before income taxes $ 9.8 26.5 42.9 58.3 _____________________________________________________________________________________ Capital expenditures: Exploration: Domestic 51.0 26.0 83.9 43.9 North Sea 1.6 .8 2.6 .8 Other foreign 7.5 4.3 12.1 6.4 _____________________________________________________________________________________ 60.1 31.1 98.6 51.1 _____________________________________________________________________________________ Development: Domestic 16.4 20.9 29.7 31.1 North Sea 5.7 4.3 9.7 10.3 Other foreign 2.1 2.4 5.6 4.8 _____________________________________________________________________________________ 24.2 27.6 45.0 46.2 _____________________________________________________________________________________ 84.3 58.7 143.6 97.3 Capitalized interest 2.7 2.9 4.3 6.3 Other 1.2 .6 1.8 1.4 _____________________________________________________________________________________ $ 88.2 62.2 149.7 105.0 _____________________________________________________________________________________ 1 The 1996 period includes the operations of the Company's refinery which was sold in July 1996. See Note 2 of "Notes to Consolidated Financial Statements." THE LOUISIANA LAND AND EXPLORATION COMPANY OPERATING DATA Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 _____________________________________________________________________________________ OIL AND GAS OPERATIONS1 CRUDE AND CONDENSATE2 Production (thousands of barrels per day): Domestic 21.0 21.7 21.3 20.8 North Sea 13.4 16.1 13.9 16.2 Other foreign 5.2 3.9 4.2 3.9 _____________________________________________________________________________________ 39.6 41.7 39.4 40.9 _____________________________________________________________________________________ Average price received (per barrel): Domestic $18.57 19.29 20.48 19.18 North Sea 17.91 18.33 19.70 18.55 Other foreign 17.70 17.40 18.45 17.55 Consolidated 18.23 18.74 19.99 18.77 _____________________________________________________________________________________ PLANT PRODUCTS Production (thousands of barrels per day): Domestic 3.1 2.1 2.9 2.0 North Sea .8 .9 .8 .9 _____________________________________________________________________________________ 3.9 3.0 3.7 2.9 _____________________________________________________________________________________ Average price received (per barrel): Domestic $11.22 12.53 14.79 12.45 North Sea 14.11 14.26 19.23 15.39 Consolidated 11.83 13.06 15.83 13.37 _____________________________________________________________________________________ NATURAL GAS Production (millions of cubic feet per day): Domestic 315.7 272.1 308.4 263.6 North Sea 27.0 28.3 32.2 33.1 CLAM Petroleum Company 41.3 44.3 45.3 52.2 _____________________________________________________________________________________ 384.0 344.7 385.9 348.9 _____________________________________________________________________________________ Average price received (per MCF): Domestic $ 1.99 2.23 2.41 2.54 North Sea 2.58 2.17 2.66 2.19 CLAM Petroleum Company 2.81 2.64 2.82 2.75 Consolidated 2.12 2.27 2.48 2.54 _____________________________________________________________________________________ 1 Includes the Company's 50% equity interest in its unconsolidated affiliate, CLAM Petroleum Company. 2 Before the elimination of intercompany transfers. THE LOUISIANA LAND AND EXPLORATION COMPANY OPERATING DATA (CONTINUED) Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 _____________________________________________________________________________________ GROSS WELLS DRILLED Working Interest Exploratory: Oil 6 0 7 2 Gas 6 3 8 5 Dry 8 4 10 7 _____________________________________________________________________________________ 20 7 25 14 _____________________________________________________________________________________ Development: Oil 8 5 10 10 Gas 4 2 5 3 Dry - - - - _____________________________________________________________________________________ 12 7 15 13 _____________________________________________________________________________________ Total working interest 32 14 40 27 Royalty Interest 15 5 20 7 _____________________________________________________________________________________ Total wells 47 19 60 34 _____________________________________________________________________________________ NET WELLS DRILLED Exploratory: Oil 2.0 - 2.5 .7 Gas 2.6 1.1 3.4 2.1 Dry 3.6 1.6 4.5 2.5 _____________________________________________________________________________________ 8.2 2.7 10.4 5.3 _____________________________________________________________________________________ Development: Oil 1.1 .5 2.5 1.1 Gas .6 1.0 1.3 1.5 Dry - - - - _____________________________________________________________________________________ 1.7 1.5 3.8 2.6 _____________________________________________________________________________________ Total net wells 9.9 4.2 14.2 7.9 _____________________________________________________________________________________ /TABLE PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: Exhibit 10.1 - Credit Agreement dated as of June 7, 1997 Exhibit 10.2 - Merger Agreement, dated as of July 16, 1997, among Burlington Resources Inc., BR Acquisition Corporation and The Louisiana Land and Exploration Company (incorporated by reference to Appendix A to the registrant's Joint Proxy Statement/Prospectus included in the Schedule 14A filed with the Commission on July 31, 1997). Exhibit 10.3 - Stock Option Agreement, dated as of July 16, 1997, between Burlington Resources Inc. and The Louisiana Land and Exploration Company (incorporated by reference to Appendix B to the registrant's Joint Proxy Statement/Prospectus included in the Schedule 14A filed with the Commission on July 31, 1997). Exhibit 27 - Financial Data Schedules: Quarter ended June 30, 1997 Quarter ended June 30, 1996 (restated) (b) Reports on Form 8-K: On July 17, 1997, the Company filed a Current Report on Form 8-K which included a press release announcing that the Company had entered into an agreement and Plan of Merger dated July 16, 1997 among the Company, Burlington Resources Inc. and BR Acquisition Corporation, a wholly owned subsidiary of Burlington Resources Inc, pursuant to which BR Acquisition Corporation will merge with and into the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE LOUISIANA LAND AND EXPLORATION COMPANY (REGISTRANT) By: /s/ J. N. WOOD __________________________________________ J. N. WOOD VICE PRESIDENT AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) Dated: July 30, 1997