-----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, KwJHlQ8UoGRpgw/gYvQo8nvDdTZndX/0Cm8LQv/Ph4+bWJlxKTI87dg74CTR4qX8 hy1KY0hW8jmva9X3cMNmBw== 0000833320-96-000005.txt : 19960702 0000833320-96-000005.hdr.sgml : 19960702 ACCESSION NUMBER: 0000833320-96-000005 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960701 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09971 FILM NUMBER: 96588864 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 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K Annual Report of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) |X| Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended December 31, 1995 Or | | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from __________________ to ___________ Commission file number__________________________________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below Burlington Resources Inc. Retirement Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office Burlington Resources Inc. 5051 Westheimer, Suite 1400 Houston, Texas 77056 BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES December 31, 1995 and 1994 Burlington Resources Inc. Retirement Savings Plan INDEX Page Financial Statements Statement of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 2 Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1995 3 Notes to Financial Statements 4 Supplemental Schedules Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 1995 15 Schedule II - Schedule of Reportable Transactions for the year ended December 31, 1995 18 Report of Independent Accountants 19 Exhibits 23.1 Consent of Independent Accountants 20
Burlington Resources Inc. Retirement Savings Plan Statement of Net Assets Available for Plan Benefits December 31, ----------------------------------- 1995 1994 -------------- ------------ ASSETS Investments At fair value Common Stock Company Stock Fund, cost $24,570,618 and $28,899,090, respectively ................................... $ 27,427,390 $ 28,999,565 Common and Collective Trusts Standard & Poor's 500 Index Fund, cost $16,436,795 and $12,157,671, respectively ............................... 21,260,581 13,303,428 Real Estate Fund, cost $706,598 and $248,985, respectively ...................................... 733,100 255,327 Registered Investment Companies International Equity Fund, cost $6,892,449 and $5,590,735, respectively .................................... 8,003,399 6,081,727 Over-the-Counter Equity Fund, cost $9,352,401 and $6,300,662, respectively ................................ 10,980,730 6,218,043 At contract value Unallocated Contracts Income Fund, investment contracts with insurance companies ....... 67,215,904 57,695,039 Income Fund, investment contract with bank ....................... 7,816,562 7,323,796 At cost, which approximates fair value Loan Fund ........................................................ 6,684,670 6,106,455 Short-term cash investments ...................................... 1,164,868 2,527,742 ------------ ------------ Total investments ........................................ 151,287,204 128,511,122 ------------ ------------ Receivables Dividends and interest receivable ........................................ 284,301 437,689 Employer contributions receivable ........................................ 243,935 241,803 Participant contributions receivable ..................................... 533,385 522,766 ------------ ------------ Total receivables ........................................ 1,061,621 1,202,258 ------------ ------------ Total assets ........................................ 152,348,825 129,713,380 LIABILITIES Administrative expense payable ............................................... 50,735 -- ------------ ------------ Net assets available for plan benefits ....................................... $152,298,090 $129,713,380 ============ ============
The accompanying notes are an integral part of these financial statements. -2-
Burlington Resources Inc. Retirement Savings Plan Statement of Changes in Net Assets Available for Plan Benefits Year Ended December 31, 1995 ------------ Interest income ................................ $ 4,970,764 Dividends Company Stock Fund ......................... 410,550 International Equity Fund .................. 103,900 Over-the-Counter Equity Fund .............. 6,985 Net appreciation in the fair value of investments ......................... 12,689,030 ------------ Net investment income .................. 18,181,229 ------------ Contributions Employer ................................... 6,915,017 Participant ................................ 9,460,200 ------------ Total contributions .................... 16,375,217 ------------ Participant withdrawals and distributions ...... 11,724,008 Administrative expense ......................... 247,728 ------------ Total expenses ......................... 11,971,736 ------------ Net increase in assets ................. 22,584,710 Net assets available for plan benefits Beginning of year .......................... 129,713,380 ------------ End of year ................................ $152,298,090 ============
The accompanying notes are an integral part of these financial statements. -3- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements 1. Plan Description General The following description of the Burlington Resources Inc. ("BR") Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description or the Plan document for a more complete description of the Plan's provisions. The Plan is a trusteed, contributory plan, administered by a committee of BR executives ("Management"), for eligible employees of the participating employer companies which include BR, Meridian Oil Inc. and Meridian Minerals Company. Meridian Oil Inc. and Meridian Minerals Company are wholly-owned subsidiaries of BR. Detailed information regarding contributions made by each participating employer is included in Note 4 to these financial statements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as Amended (ERISA). Participant contributions are made on a before-tax and after-tax basis. Federal income taxes on the earnings of the investments are deferred until amounts are withdrawn from the Plan. Investment of Funds A participant can direct the investment of account balances and contributions to any one or more of the following investment funds. Company Stock Fund - Invested in common stock of BR. S&P 500 Index Fund - Invested in a diversified portfolio of common stock and other equity securities. This fund was managed by Northern Trust Company and Boatmen's Trust Company during 1995 and 1994, respectively, to achieve results similar to those of the overall stock market as measured by the Standard & Poor's 500 Index. International Equity Fund - Invested primarily in the equity securities of companies based outside the United States. This registered investment fund is a publicly traded mutual fund known as the Vanguard World Fund International Growth Portfolio and is managed by Schroeder Capital Management International. -4- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements Over-the-Counter ("OTC") Equity Fund - Invested primarily in securities traded in the OTC securities market. This registered investment fund is a publicly traded mutual fund known as the Fidelity OTC Portfolio and is managed by Fidelity Management and Research. Real Estate Fund - Invested in commercial real estate, such as regional shopping malls, major office buildings and industrial warehouse facilities. This fund is invested primarily in the Prime Property Fund managed by Equitable Real Estate Investment Management Inc., a wholly-owned subsidiary of the Equitable Financial Companies. Effective June 28, 1996, the Real Estate Fund will no longer be an investment option for the Plan. The Vanguard Balanced Index Fund will be added as an investment option as of July 1, 1996. This publicly traded mutual fund invests in equity securities and high-quality bonds. Income Fund - Invested primarily in a diversified portfolio of investment contracts offered by major insurance companies and financial institutions. This fund is managed by PRIMCO Capital Management, Inc. Loans The Plan may make loans to actively employed participants of not less than $1,000 nor more than 50% of the first $100,000 of the balance in the participant's account (excluding any Individual Retirement Account "IRA" balance). The 50% limit is reduced by the participant's highest outstanding loan balance during the prior one-year period. A participant may not obtain more than one loan during any 12-month period and may not have more than two loans outstanding. The interest rate on loans is 1% above the prime rate, which is determined at the first of the month preceding the quarter in which the loan is taken. The interest rate is fixed for the term of the loan. The repayment period may be from one to five years. Loans outstanding are included in the Loan Fund in the accompanying Statement of Net Assets Available for Plan Benefits. Contributions A participant may elect to make regular monthly basic contributions from 2% to 8% of his or her total eligible compensation. The respective employer company will match up to 6% of total eligible compensation of a participant with less than 10 years of service -5- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements and up to 8% of total eligible compensation for a participant with 10 or more years of service. In addition, if a participant has elected the maximum basic contribution eligible for a matching company contribution, he or she may make supplemental contributions to the Plan of 1% to 5% of his or her eligible total compensation. A participant may also elect to have all or a portion of the allocation available under the BR FlexPlan transferred to the Plan as flex contributions. (The BR FlexPlan is an employee benefit for eligible participants to receive discretionary amounts from participating employers. Each participant is allowed to have those amounts contributed to his or her Plan account.) In addition, a participant may make an approved rollover contribution of a distribution received from another qualified employee benefit plan. At December 31, 1995 and 1994, there were 2,021 and 2,052 eligible participants, respectively, in the Plan. Vesting All employer and participant contributions are paid to the Plan's trustee semimonthly. A participant's rights to basic, supplemental, company match, flex, IRA and rollover accounts are 100% vested and nonforfeitable at all times. Withdrawals and Distributions The Plan provides for several different types of in-service withdrawals to participants. Early withdrawals from the participant's basic company match and rollover accounts are limited to financial hardship and may be subject to income taxes and penalties. Upon a separation from service, a participant's account balance may be distributed in a lump sum. A participant whose account balance exceeds $3,500 may elect a deferred distribution or installment payments over a period ending not later than April 1 of the year following the calendar year in which the participant attains age 70-1/2. Termination While the Board of Directors of BR has not expressed any intention to do so, they may at any time terminate the Plan. Upon termination, the Plan's assets will be distributed to the participants on the basis of their asset account balances existing at the date of termination. -6- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements Income Tax The Internal Revenue Service advised BR on June 1, 1995 that the Plan constitutes a qualified plan under Section 401(a) of the Internal Revenue Code and the trust is therefore exempt from Federal income taxes under the provisions of Section 501(a). 2. Summary of Significant Accounting Policies Investments All Plan investments, except for investment contracts, are carried at quoted market prices, estimated fair values or at cost which approximates fair value to recognize currently any unrealized appreciation or depreciation of investments. Investment contracts, which are fully benefit responsive, are carried at contract value. The fair value of investment contracts as of December 31, 1995 and 1994, respectively, was approximately $76,700,000 and $65,300,000. Fair value was determined using a discounted cash flow analysis assuming market rates for similar contracts. The average yield for these investment contracts during 1995 and 1994 was 6.34% and 6.32%, respectively. The crediting interest rates ranged from 3.55% to 9.32% at both December 31, 1995 and 1994. No valuation reserve was recorded at December 31, 1995 or 1994. Purchase and Sale of Securities Purchases and sales of securities are reflected on a settlement-date basis. The basis of securities sold is determined by average cost. Dividend and Interest Income Dividend and interest income from investments is recorded as earned and allocated to participants based upon the participant's proportionate share of assets in each investment fund. -7- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements Expenses Certain administrative expenses and professional fees incurred by the Plan, for active participants, are paid by participating employer companies. Deferred participants (retired and severed employees) are charged an annual administrative fee to maintain their accounts. Trustee expenses and certain investment fees are charged to the participants. Net Appreciation (Depreciation) in the Fair Value of Investments Net appreciation in the fair value of the Plan investments which consists of net realized and unrealized appreciation (depreciation) are presented in the Statement of Changes in Net Assets Available for Plan Benefits. This appreciation (depreciation) is allocated to participants based upon their proportionate share of assets in each investment fund. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires certain estimates and assumptions. Actual results may differ from estimates. 3. Net Appreciation in the Fair Value of Investments Following is a summary of the components of the net appreciation in the fair value of investments.
Year Ended December 31, 1995 ----------- Market values determined by quoted market prices Company common stock .............................. $ 4,015,522 Registered investment companies ................... 3,452,612 Estimated market values Common and Collective Trusts ...................... 5,220,896 ----------- Total net appreciation .......................... $12,689,030 ===========
-8- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements 4. Contributions Participating employers and participants contributed the following amounts to the Plan.
Year Ended December 31, 1995 ---------------------------------------------- Participating Employers Participants Total ------------- ------------ ----------- Burlington Resources Inc. ...... $ 16,800 $ 18,000 $ 34,800 Meridian Minerals Co. .......... 1,628 4,124 5,752 Meridian Oil Inc. .............. 6,896,589 9,438,076 16,334,665 ----------- ----------- ----------- Total ....................... $ 6,915,017 $ 9,460,200 $16,375,217 =========== =========== ===========
Participant contributions include supplemental contributions of $1,133,966 and flex account contributions of $245,385. 5. Mutual Benefit Life Assurance Corporation The Income Fund had investments in Mutual Benefit Life Insurance Company ("Mutual Benefit") of $2,889,929 and $2,819,406 at December 31, 1995 and 1994, respectively. Mutual Benefit was placed in rehabilitation on July 16, 1991 in the Superior Court of New Jersey under the supervision of the Commissioner of Insurance for the State of New Jersey. The Superior Court of New Jersey confirmed a rehabilitation plan in November 1993, which was subsequently closed in April 1994. At closing, the Mutual Benefit contracts were assumed and reinsured by Mutual Benefit Life Assurance Corporation. In 1996, interest is being credited at rates of 5.25 percent and 5.10 percent. The interest rates can be reset annually. The contract balances are expected to be paid in five annual installments beginning December 31, 1999. The interest and terms are subject to further adjustments based on the performance of underlying assets. -9- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements 6. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for plan benefits as presented in the Statement of Net Assets Available for Plan Benefits on page 2 of these financial statements to Form 5500.
December 31, ------------------------------- 1995 1994 ------------- ------------- Net assets available for plan benefits per the financial statements .................................................. $ 152,298,090 $ 129,713,380 Amounts allocated to withdrawing participants ................... -- (1,579,564) ------------- ------------- Net assets available for plan benefits per Form 5500 ............ $ 152,298,090 $ 128,133,816 ============= =============
The following is a reconciliation of benefits paid to participants as presented in the Statement of Changes in Net Assets Available for Plan Benefits on page 3 of these financial statements to Form 5500.
Year Ended December 31, 1995 ------------ Benefits paid to participants per the financial statements .... $ 11,724,008 Amounts allocated to withdrawing participants at December 31, 1994 ......................................... (1,579,564) ------------ Benefits paid to participants per Form 5500 ................... $ 10,144,444 ============
7. Concentration of Credit Risk The Plan invests in various investment vehicles based upon the individual participant's requests for portfolio investment. The Plan consists of six options for investment as defined in Note 1 of the Notes To Financial Statements. The Income Fund holds approximately 52% and 53% of the invested assets of the Plan at December 31, 1995 -10- Burlington Resources Inc. Retirement Savings Plan Notes To Financial Statements and 1994, respectively. This fund invests primarily in investment contracts with insurance companies and other financial institutions. Management believes that the investment contracts are well diversified and that no investment in any one company subjects the Plan to any material concentration of credit risk. 8. Investments Investments that comprised 5% or more of the net assets available for plan benefits follow.
December 31, 1995 1994 ----------- ----------- Burlington Resources Inc. common stock ............... $27,427,390 $28,999,565 Northern Trust's Collective Daily Stock Index Fund ....................................... $21,260,581 -- Vanguard World Fund - International Growth Portfolio ................... $ 8,003,399 -- Fidelity Securities Fund OTC Portfolio .................................... $10,980,730 -- Bankers Trust (Delaware) BIC #92-493 ................. $ 7,816,562 $ 7,323,796 Provident Life & Accident Insurance Company .......... $ 7,905,068 $ 7,443,956 guaranteed investment contract #630-05573 Boatmen's Trust Collective Employee Benefit Trust Fund I ..................................... -- $13,303,428
-11- Burlington Resources Inc. Retirement Savings Plan Notes to Financial Statements 9. Fund Information - allocation of Net assets available for plan benefits to investment programs
December 31, 1995 --------------------------------------------------------------------------------------------- Company S&P 500 International OTC Equity Real Estate Income Stock Fund Index Fund Equity Fund Fund Fund Fund Total ------------ ----------- ------------- ----------- ------------ ------------ ------------- Investments At fair value BR common stock ............$ 27,427,390 $ 27,427,390 Equity interests............ $ 21,260,581 $ 8,003,399 $ 10,980,730 $ 733,100 40,977,810 At contract value Investment contracts with insurance companies $ 67,215,904 67,215,904 Investment contract with bank ............... 7,816,562 7,816,562 At cost, which approximates fair value .............. Loan Fund .................. 1,718,765 824,381 387,624 684,094 17,166 3,052,640 6,684,670 Short-term cash investments 1,084,799 -- -- -- -- 80,069 1,164,868 Dividends and interest receivable .. 130,242 22,322 11,426 16,163 1,032 103,116 284,301 Employer contributions receivable .. 53,585 43,225 19,292 29,501 2,071 96,261 243,935 Participant contributions receivable 112,484 98,920 45,522 73,336 4,274 198,849 533,385 Interfund receivable (payable) ..... 123,980 (26,908) -- (26,830) -- (70,242) -- ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total assets ........... 30,651,245 22,222,521 8,467,263 11,756,994 757,643 78,493,159 152,348,825 Administrative expense payable ..... 3,298 4,995 1,325 1,550 793 38,774 50,735 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits .. $ 30,647,947 $ 22,217,526 $ 8,465,938 $ 11,755,444 $ 756,850 $ 78,454,385 $152,298,090 ============ ============ ============ ============ ============ ============ ============
-12- Burlington Resources Inc. Retirement Savings Plan Notes to Financial Statements 9. Fund Information - allocation of Net assets available for plan benefits to investment programs
December 31, 1994 ---------------------------------------------------------------------------------------------- Company S&P 500 International OTC Equity Real Estate Income Stock Fund Index Fund Equity Fund Fund Fund Fund Total ------------ ------------ ------------ ------------ ---------- ----------- ------------ Investments At fair value BR common stock ............$ 28,999,565 $ 28,999,565 Equity interests............ $ 13,303,428 $ 6,081,727 $ 6,218,043 $ 255,327 25,858,525 At contract value Investment contracts with insurance companies $57,695,039 57,695,039 Investment contract with bank ............... 7,323,796 7,323,796 At cost, which approximates fair value Loan Fund .................. 1,496,693 709,570 439,664 599,654 22,594 2,838,280 6,106,455 Short-term cash investments 56,218 -- -- -- -- 2,471,524 2,527,742 Dividends and interest receivable .. 109,066 398 174 437 22 327,592 437,689 Employer contributions receivable .. 67,318 33,562 22,101 21,738 1,136 95,948 241,803 Participant contributions receivable 145,538 72,560 47,781 46,997 2,457 207,433 522,766 Interfund receivable (payable) ..... 503,955 (32,932) 36,210 (90,870) (3,623) (412,740) -- ------------ ------------ ------------ ------------ ---------- ----------- ------------ Net assets available for plan benefits . $ 31,378,353 $ 14,086,586 $ 6,627,657 $ 6,795,999 $ 277,913 $70,546,872 $129,713,380 ============ ============ ============ ============ ========== =========== ============
-13- Burlington Resources Inc. Retirement Savings Plan Notes to Financial Statements 10. Fund Information - allocation of changes in Net assets available for plan benefits to investment programs
Year Ended December 31, 1995 -------------------------------------------------------------------------------------------------- Company S&P 500 International OTC Equity Real Estate Stock Fund Index Fund Equity Fund Fund Fund Income Fund Total ------------- ------------- ------------- ------------- ----------- ------------ ------------- Dividends ..................... $ 410,550 $ -- $ 103,900 $ 6,985 $ -- $ -- $ 521,435 Interest income ............... 159,786 64,105 32,031 33,520 4,055 4,677,267 4,970,764 Net appreciation in the fair value of investments ........ 4,015,523 5,195,144 921,590 2,531,021 25,752 -- 12,689,030 ------------- ------------- ------------- ------------- ----------- ------------ ------------- Net investment income . 4,585,859 5,259,249 1,057,521 2,571,526 29,807 4,677,267 18,181,229 Contributions Employer .................. 1,793,244 1,014,621 569,878 668,076 47,060 2,822,138 6,915,017 Participant ............... 2,388,788 1,424,346 808,453 977,519 90,019 3,771,075 9,460,200 Interfund transfers ........... (7,561,303) 1,719,859 (158,285) 1,171,137 349,317 4,479,275 -- Participant withdrawals and distributions ....... (1,909,535) (1,266,737) (433,525) (422,735) (34,114) (7,657,362) (11,724,008) Administrative expense ........ (27,459) (20,397) (5,761) (6,078) (3,153) (184,880) (247,728) ------------- ------------- ------------- ------------- ------------ ------------ ------------- Net increase (decrease) (730,406) 8,130,941 1,838,281 4,959,445 478,936 7,907,513 22,584,710 ------------- ------------- ------------- ------------- ------------ ------------ ------------- Net assets available for plan benefits Beginning of year ......... 31,378,353 14,086,586 6,627,657 6,795,999 277,913 70,546,872 129,713,380 ------------- ------------- ------------- ------------- ------------ ------------ ------------- End of year ............... $ 30,647,947 $ 22,217,527 $ 8,465,938 $ 11,755,444 $ 756,849 $ 78,454,385 $ 152,298,090 ============= ============= ============= ============= ============ ============ =============
-14- SUPPLEMENTAL SCHEDULES
Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1995 EIN: 91-1413284 Plan: 002 1995 Form 5500 Number of (e) Shares or Current Principal (d) Value/ (b)(c) Amount Cost Fair Value - ------ --------- ---------- ---------- Burlington Resources Cash Clearing Account ..................... $ 34,162 $ 34,162 $ 34,162 ---------- ---------- INCOME FUND Temporary Investments Northern's Collective Short-term Fund .................. $ 45,907 $ 45,907 $ 45,907 ---------- ---------- Investment Contracts Insurance company investment contracts at contract value John Hancock Mutual Life Insurance Company #7216, 5.24%, matures 10/6/98 .................. $2,789,769 $2,789,769 $2,789,769 #7354, 5.81%, matures 4/30/99 .................. 3,301,988 3,301,988 3,301,988 #7474, 7.51%, matures 5/01/04 .................. 6,992,442 6,992,442 6,992,442 #7474-2, 4.50%, matures 1/31/96 ................ 2,585,652 2,585,652 2,585,652 MBL Life Assurance Co. ............................. #9-5294-1, 5.10%, matures 12/31/99 ............. 95,756 95,756 95,756 #9-5294-2, 5.10%, matures 12/31/99 ............. 139,597 139,597 139,597 #9-5294-3, 5.10%, matures 12/31/99 ............. 112,487 112,487 112,487 MBL Life Assurance Co. ............................. #6-5294-1, 3.55%, matures 12/31/03 ............. 699,805 699,805 699,805 #6-5294-2, 3.55%, matures 12/31/03 ............. 1,020,207 1,020,207 1,020,207 #6-5294-3, 3.55%, matures 12/31/03 ............. 822,077 822,077 822,077 Prudential Insurance Company #7324-211, 7.57%, mature s 5/1/97 .............. 2,262,705 2,262,705 2,262,705 #7479-15, 6.10%, matures 2/15/99 .............. 1,714,229 1,714,229 1,714,229 Commonwealth #ADA-00129TR-2, 7.6%, matures 6/15/00 .......... 1,003,384 1,003,384 1,003,384 #ADA-00129TR-4, 6.285%, matures 1/10/00 ........ 1,513,775 1,513,775 1,513,775 #ADA-00129TR-5, 6.38%, matures 10/15/99 ........ 1,002,693 1,002,693 1,002,693 #ADA-00129TR-3, 6.95%, matures 4/27/00 ......... 1,542,709 1,542,709 1,542,709 #ADA-00129TR-1, 8.34%, matures 3/1/00 .......... 2,106,414 2,106,414 2,106,414 #ADA-00129TR-6, 6.31%, matures 3/10/00 ......... 2,016,233 2,016,233 2,016,233 Aetna Life Insurance Company #13823-002, 8.44%, matures 3/31/97 ............. 1,028,069 1,028,069 1,028,069
-15-
Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes, Continued December 31, 1995 EIN: 91-1413284 Plan: 002 1995 Form 5500 Number of (e) Shares or Current Principal (d) Value/ (b)(c) Amount Cost Fair Value - ------ --------- ----------- ---------- INCOME FUND, continued Continental Assurance Company #12625, 8.57%, matures 4/1/97 .........................$ 1,428,796 $ 1,428,796 $ 1,428,796 AllAmerica #90836-B02, 8.44%, matures 7/3/96 ..................... 1,216,721 1,216,721 1,216,721 Provident National Assurance #027-05032, 8.46%, matures 7/15/96 .................... 2,524,763 2,524,763 2,524,763 #028-05656, 5.15%, matures 7/31/97 .................... 1,989,653 1,989,653 1,989,653 Massachusetts Mutual #10516, 6.33%, matures 10/5/15 ........................ 2,646,087 2,646,087 2,646,087 New York Life Insurance #20030-18C, 6.23%, matures 3/2/98 ..................... 1,515,946 1,515,946 1,515,946 #06753-002, 5.62%, matures 5/14/98 .................... 2,070,327 2,070,327 2,070,327 #06753, 5.33%, matures 11/28/97 ....................... 2,081,843 2,081,843 2,081,843 Metropolitan Life #13025, 5.80%, matures 1/2/01 ......................... 5,396,214 5,396,214 5,396,214 Provident Life & Accident #630-05573, 5.79%, matures 9/01/03 .................... 7,905,068 7,905,068 7,905,068 Allstate Life Insurance Company #5689, 8.13%, matures 11/01/99 ........................ 2,177,102 2,177,102 2,177,102 Transamerica Life #76573, floating rate, matures 11/15/04 ............... 3,048,177 3,048,177 3,048,177 United of Omaha #10181, 8.40%, matures 3/4/96 ......................... 465,216 465,216 465,216 ----------- ----------- Total insurance company investment contracts ..... $67,215,904 $67,215,904 ----------- ----------- Bank investment contract at contract value Bankers Trust (Delaware) #92-493, 6.120%, matures 9/30/00 ...................... $7,816,562 $ 7,816,562 $ 7,816,562 ----------- ----------- Total investments - Income Fund ................... $75,078,373 $75,078,373 ----------- -----------
-16-
Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes, Continued December 31, 1995 EIN: 91-1413284 Plan: 002 1995 Form 5500 Number of (e) Shares or Current Principal (d) Value/ (b)(c) Amount Cost Fair Value - ------ --------- ------------ ---------- LOAN FUND Loan fund, 7% to 11% .................................... $6,684,670 $ -- $ 6,684,670 ------------ ------------ Determined by Quoted Market Price COMMON STOCK FUND Burlington Resources Inc. common stock .............. 698,787 $ 24,570,618 $ 27,427,390 Northern's Collective Short-term Fund ............... $1,084,799 1,084,799 1,084,799 ------------ ------------ Total investments - Common Stock Fund ........... $ 25,655,417 $ 28,512,189 ------------ ------------ INTERNATIONAL EQUITY FUND Vanguard World Fund - International Growth Portfolio 532,849 $ 6,892,449 $ 8,003,399 ------------ ------------ OTC EQUITY FUND Fidelity Securities Fund OTC Portfolio .............. 362,042 $ 9,352,401 $ 10,980,730 ------------ ------------ Determined by Estimated Fair Value REAL ESTATE FUND Equitable Real Estate, Preferred Account #8299 ...... 613 $ 706,598 $ 733,100 ------------ ------------ S&P INDEX FUND Northern Trust's Collective Daily Stock Index Fund ... 1,475,405 $ 16,436,795 $ 21,260,581 ------------ ------------ Total investments ........................... $134,156,195 $151,287,204 ============ ============
These assets were held on the last day of the plan year. The schedule reflecting assets purchased and sold during the year does not apply. -17-
Schedule II Burlington Resources Inc. Retirement Savings Plan Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1995 EIN: 91-1413284 Plan: 002 1995 Form 5500 (b) (c) (d) (f) (g) (h) (i) Expense Current Value Purchase Selling Incurred with Cost of of Asset on Net Description of Asset Price Price Transaction Asset Transaction Gain Date - ---------------------------------------------------- -------- ------- ------------- ------- ----------- --------- Single Transactions - ------------------- None Series of Transactions - ---------------------- Burlington Resources Inc. Common Stock 122,447 shares bought in 20 transactions ........$ 4,505,874 $ 6,122 $ 4,505,874 $ 4,505,874 855,930 shares sold in 26 transactions .......... $9,088,916 13,390 7,896,809 9,088,916 $1,172,595 Northern Trust Daily Stock Index Fund 1,705,931 units bought in 107 transactions ...... 18,902,255 18,902,255 18,902,225 230,527 units sold in 70 transactions ........... 2,836,787 2,465,430 2,836,787 371,357 Collective short-term Investment Fund 67,552,451 increases on 265 days ................ 67,552,451 67,552,451 66,387,582 decreases on 290 days ................ 66,387,582 66,387,582 Burlington Resources Loan Fund 3,884,944 shares bought in 44 transactions ...... 3,884,944 3,884,944 3,884,944 3,160,176 shares bought in 51 transactions ...... 3,160,176 3,160,176 3,160,176
-18- Report Of Independent Accountants To the Plan Administrator Burlington Resources Inc. Retirement Savings Plan We have audited the financial statements of the Burlington Resources Inc. Retirement Savings Plan (the "Plan") as listed in the accompanying index on Page 1. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits at December 31, 1995 and 1994, and changes in net assets available for plan benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying index on Page 1 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Coopers & Lybrand L.L.P. Houston, Texas June 27, 1996 -19- The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BURLINGTON RESOURCES INC. RETIREMENT SAVINGS PLAN Date: June 27, 1996 /s/ Harold E. Haunschild Harold E. Haunschild Executive Vice President, Human Resources and Administration Chairman, Administrative Committee EX-23 2 CONSENT Exhibit 23.1 - ------------ Consent of Independent Accountants We consent to the incorporation by reference in the Registration Statements of the Burlington Resources Inc. Retirement Savings Plan (the "Plan") on Form S-8 (File No. 33-26024, as amended by Amendment No. 1 to the Registration Statement, File No. 2-97533, and File No. 333-02029), of our report dated June 27, 1996, on our audits of the financial statements and supplemental schedules of the Plan as of December 31, 1995 and 1994, and for the year ended December 31, 1995, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand L.L.P. Houston, Texas June 27, 1996 -20- -----END PRIVACY-ENHANCED MESSAGE-----