-----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, S3f0hbLRjgiRqKEImTBbl30aagVEw8ty+El+PwxV1przULkrW9k9AcsY8caSt+Ar JkUpDh+IEsVhzCRvOYLNCQ== 0000833320-97-000003.txt : 19970630 0000833320-97-000003.hdr.sgml : 19970630 ACCESSION NUMBER: 0000833320-97-000003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 97631466 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K For Annual Reports 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 For the fiscal year ended December 31, 1996 Or ( )Transition report pursuant to Section 15(d)of the Securities Exchange Act of 1934 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 As of December 31, 1996 and 1995 and for the Year Ended December 31, 1996 Burlington Resources Inc. Retirement Savings Plan Table of Contents Page Financial Statements Statement of Net Assets Available for Benefits as of December 31, 1996 and 1995 2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1996 3 Notes to Financial Statements 4 Report of Independent Accountants 14 Supplemental Schedules Schedule I - Schedule of Assets Held for Investment Purposes as of December 31, 1996 15 Schedule II -Schedule of Reportable Transactions for the year ended December 31, 1996 18 Exhibits 23 Consent of Independent Accountants 21
Burlington Resources Inc. Retirement Savings Plan Statement of Net Assets Available for Benefits December 31, --------------------------- 1996 1995 ------------ ------------ ASSETS Investments At fair value Common Stock Company Stock Fund, cost $18,606,817 and $24,570,618, respectively ................................. $ 24,803,693 $ 27,427,390 Common and Collective Trusts S&P 500 Index Fund, cost $18,816,914 and $16,436,795, respectively ................................. 26,937,750 21,260,581 Real Estate Fund, cost $0 and $706,598, respectively .................................... -- 733,100 Registered Investment Companies International Equity Fund, cost $8,555,510 and $6,892,449, respectively .................................. 9,991,977 8,003,399 Over-the-Counter Equity Fund, cost $12,577,265 and $9,352,401, respectively .............................. 14,498,026 10,980,730 Balanced Index Fund, cost $5,002,704 and $0, respectively ...................................... 5,248,521 -- At contract value Unallocated Contracts Income Fund, investment contracts with insurance companies... 58,022,984 67,215,904 Income Fund, investment contract with bank .................. 8,307,122 7,816,562 At cost, which approximates fair value Loan Fund ................................................... 5,873,596 6,684,670 Cash and cash equivalents ................................... 3,411,147 1,164,868 ------------ ------------ Total investments ..................................... 157,094,816 151,287,204 ------------ ------------ Receivables Dividends and interest .......................................... 77,774 284,301 Employer contributions .......................................... -- 243,935 Participant contributions ....................................... -- 533,385 ------------ ------------ Total receivables ..................................... 77,774 1,061,621 ------------ ------------ Total assets ....................................... 157,172,590 152,348,825 ------------ ------------ LIABILITIES Administrative expense payable .................................... 65,955 50,735 ------------ ------------ Net assets available for benefits .................. $157,106,635 $152,298,090 ============ ============
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 Benefits Year Ended December 31, 1996 ------------ Interest income ............................... $ 5,046,060 Dividends Company Stock Fund ........................ 359,182 International Equity Fund ................. 110,800 Over-the-Counter Equity Fund .............. 32,898 Balanced Index Fund ....................... 115,055 Net appreciation in the fair value of investments ........................ 16,978,996 ------------ Net investment income ................. 22,642,991 ------------ Contributions Employer .................................. 6,555,051 Participant ............................... 8,439,741 ------------ Total contributions ................... 14,994,792 ------------ Participant withdrawals and distributions ..... 32,554,866 Administrative expense ........................ 274,372 ------------ Total expenses ........................ 32,829,238 ------------ Net increase .......................... 4,808,545 Net assets available for benefits Beginning of year ......................... 152,298,090 ------------ End of year ............................... $157,106,635 ============
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 and Burlington Resources Oil & Gas Company (formerly known as Meridian Oil Inc.), which is a wholly-owned subsidiary of BR. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as Amended. 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 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 is managed by Northern Trust Company 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. 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. 4 Real Estate Fund - Effective June 30, 1996, the Real Estate Fund is no longer an investment option of the Plan, as approved by Management. All assets within this fund were redirected to other investment funds as specified by the participants. Balanced Index Fund - The Vanguard Balanced Index Fund was added as an investment option as of July 1, 1996. This registered investment fund is a publicly traded mutual fund that invests approximately 60 percent in equity securities, which attempts to mirror the Willshire 5000 Equity Index, and 40 percent in high-quality bonds, which attempts to mirror the Lehman Brothers Aggregate Bond Index. 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. The following number of employees were participating in the various funds at December 31, 1996 and 1995, respectively. 1996 1995 Company Stock Fund 1,038 1,347 S&P 500 Index Fund 1,118 1,132 Income Fund 1,189 1,571 OTC Equity Fund 852 865 International Equity Fund 680 697 Balanced Index Fund 180 - Real Estate Fund - 148 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. Repayments are made through payroll deductions and are reinvested in Plan funds at the borrowing participant's directions. Loans outstanding are included in the Loan Fund in the accompanying Statement of Net Assets Available for Benefits. 5 Contributions A participant may elect to make regular semi-monthly basic contributions (either before-tax or after-tax)from 2% to 8% of his or her total eligible compensation. The employer company matches, by cash payment, up to 6% of total eligible compensation of a participant with less than 10 years of service 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 (after-tax) 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. 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 the 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 Income Taxes The Internal Revenue Service advised BR on August 30, 1995, via determination letter, that the Plan constitutes a qualified plan under Section 401(a) of the Internal Revenue Code. The trust is therefore exempt from Federal income taxes. 2. Accounting Policies Principles of Reporting The accounting records of the Plan are maintained on the accrual basis in accordance with Generally Accepted Accounting Principles ("GAAP"), except for benefit claims as discussed in Note 4. The preparation of the Plan's financial statements in conformity with GAAP requires certain estimates and assumptions. Actual results could differ from estimates. The financial statements for previous periods include certain reclassifications that were made to conform to current presentation. Such reclassifications have no impact on previously reported Net Assets Available for Benefits. 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. Investments in registered investment company funds are carried at fair value as determined by the fund manager based on the fair value of the underlying securities. Investment contracts, which are fully benefit responsive, are carried at contract value. The fair value of investment contracts as of December 31, 1996 and 1995 was approximately $68,100,000 and $76,700,000, respectively. Fair value was determined using a discounted cash flow analysis assuming market rates for similar contracts. The average yield for these investment contracts during 1996 and 1995 was 6.51% and 6.34%, respectively. The crediting interest rates ranged from 4.50% to 9.25% at December 31, 1996 and 3.55% to 9.32% at December 31, 1995. No valuation reserve was recorded at December 31, 1996 or 1995. Loans to participants are carried at the original loan principal balance, less principal payments, which approximates fair value. Purchases and Sales of Securities Purchases and sales of securities are reflected on a settlement-date basis. The basis of securities sold is determined by average cost. 7 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. Expenses and Fees Certain administrative expenses and professional fees incurred by the Plan, for active participants, are paid by BR. 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 (depreciation) 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 Benefits. This appreciation (depreciation) is allocated to participants based upon their proportionate share of assets in each investment fund. 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, 1996 ----------- Market values determined by quoted market prices Company common stock ........................ $ 7,625,932 Registered investment companies ............. 4,227,897 Estimated market values Common and Collective Trusts ................ 5,125,167 ----------- Total net appreciation .................... $16,978,996 ===========
8 4. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits as presented in the Statement of Net Assets Available for Benefits on page 2 of these financial statements to Form 5500.
December 31, -------------------------- 1996 1995 ------------- ------------ Net assets available for benefits per the financial statements .................................... $157,106,635 $152,298,090 Amounts allocated to withdrawing participants ..... (275,873) -- ------------- ------------ Net assets available for benefits per Form 5500 ... $156,830,762 $152,298,090 ============= ============
The following is a reconciliation of benefits paid to participants as presented in the Statement of Changes in Net Assets Available for Benefits on page 3 of these financial statements to Form 5500.
Year Ended December 31, 1996 ----------- Participant withdrawals and distributions per the financial statements ................................ $32,554,866 Amounts allocated to withdrawing participants at December 31, 1996 ................................... 275,873 ----------- Participant withdrawals and distributions per Form 5500 . $32,830,739 ===========
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1996 but have not yet been paid. 9 5. 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 investment options as described in Note 1. The Income Fund holds approximately 42% and 50% of the investments of the Plan at December 31, 1996 and 1995, 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. 6. Investments Investments that comprised 5% or more of the net assets available for benefits follow.
December 31, ------------------------- 1996 1995 ----------- ----------- BR common stock ................................... $24,803,693 $27,427,390 Northern Trust Collective Daily Stock Index Fund .................................... $26,937,750 $21,260,581 Vanguard World Fund - International Growth Portfolio ................ $ 9,991,977 $ 8,003,399 Fidelity Securities Fund OTC Portfolio ................................. $14,498,026 $10,980,730 Bankers Trust (Delaware) guaranteed investment contract #92-493 ........ $ 8,307,122 $ 7,816,562 Provident Life & Accident Insurance Company guaranteed investment contract #630-05573 ..... $ 8,363,163 $ 7,905,068
10 7. Fund Information - allocation of Net assets available for benefits to investment programs
December 31, 1996 -------------------------------------------------------------------------- Company S&P 500 International OTC Equity Balanced Stock Fund Index Fund Equity Fund Fund Index Fund ----------- ------------ ------------- ----------- ----------- Investments At fair value BR common stock .................... $24,803,693 Equity interests ................... $26,937,750 $ 9,991,977 $14,498,026 $5,248,521 At contract value Investment contracts with insurance companies ............ Investment contract with bank ...... At cost, which approximates fair value Loans .............................. Cash and cash equivalents .......... 1,084,862 355,067 77,548 130,231 37,050 Dividends and interest receivable .......... 70,825 218 82 117 42 ----------- ----------- ----------- ------------ ----------- Total Assets .................... 25,959,380 27,293,035 10,069,607 14,628,374 5,285,613 ----------- ----------- ----------- ------------ ----------- Administrative expense payable ............. 3,284 7,181 1,437 1,718 1,067 ----------- ----------- ----------- ------------ ----------- Net assets available for benefits $25,956,096 $27,285,854 $10,068,170 $14,626,656 $5,284,546 =========== =========== =========== ============ =========== December 31, 1996 ------------------------------------------ Income Loan Fund Fund Total ----------- ---------- ------------- Investments At fair value BR common stock .................... $ 24,803,693 Equity interests ................... 56,676,274 At contract value Investment contracts with insurance companies ............ $58,022,984 58,022,984 Investment contract with bank ...... 8,307,122 8,307,122 At cost, which approximates fair value Loans .............................. $5,873,596 5,873,596 Cash and cash equivalents .......... 1,726,389 3,411,147 Dividends and interest receivable .......... 6,490 77,774 ----------- ---------- ------------ Total Assets .................... 68,062,985 5,873,596 157,172,590 ----------- ---------- ------------ Administrative expense payable ............. 36,268 15,000 65,955 ----------- ---------- ------------ Net assets available for benefits $68,026,717 $5,858,596 $157,106,635 =========== ========== ============
11 7. Fund Information - allocation of Net assets available for benefits to investment programs
December 31, 1995 -------------------------------------------------------------------------- Company S&P 500 International OTC Equity Real Estate Stock Fund Index Fund Equity Fund Fund Fund ----------- ----------- ------------- ----------- ----------- Investments At fair value BR common stock ......................... $27,427,390 Equity interests ........................ $21,260,581 $8,003,399 $10,980,730 $733,100 At contract value Investment contracts with insurance companies ................. Investment contract with bank ........... At cost, which approximates fair value Loans ................................... Cash and cash equivalents ............... 1,084,799 Dividends and interest receivable ............... 130,242 22,322 11,426 16,163 1,032 Employer contributions receivable ............... 53,585 43,225 19,292 29,501 2,071 Participant contributions receivable ............ 112,484 98,920 45,522 73,336 4,274 Interfund receivable (payable) .................. 123,980 (26,908) (26,830) ----------- ----------- ---------- ----------- -------- Total assets .................... 28,932,480 21,398,140 8,079,639 11,072,900 740,477 Administrative expense payable .................. 3,298 4,995 1,325 1,550 793 ----------- ----------- ---------- ----------- -------- Net assets available for benefits $28,929,182 $21,393,145 $8,078,314 $11,071,350 $739,684 =========== =========== ========== =========== ======== December 31, 1995 -------------------------------------------- Income Loan Fund Fund Total ------------- ----------- ------------ Investments At fair value BR common stock ......................... $ 27,427,390 Equity interests ........................ 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 Loans ................................... $6,684,670 6,684,670 Cash and cash equivalents ............... 80,069 1,164,868 Dividends and interest receivable ............... 103,116 284,301 Employer contributions receivable ............... 96,261 243,935 Participant contributions receivable ............ 198,849 533,385 Interfund receivable (payable) .................. (70,242) ----------- ---------- ------------- Total assets .................... 75,440,519 6,684,670 152,348,825 Administrative expense payable .................. 38,774 50,735 ----------- ---------- ------------ Net assets available for benefits $75,401,745 $6,684,670 $152,298,090 =========== ========== ============
12 8.Fund Information - allocation of changes in net assets available for benefits to investment programs Year Ended December 31, 1996
--------------------------------------------------------------------------- Company S&P 500 International OTC Equity Real Estate Stock Fund Index Fund Equity Fund Fund Fund ----------- ------------- ------------- ----------- ----------- Dividends ....................................... $ 359,182 $ 110,800 $ 32,898 Interest income ................................. 58,063 $ 3,489 1,254 1,820 Net appreciation(depreciation)in the fair value of investments ................ 7,625,932 5,157,122 1,143,388 2,777,182 $(31,955) ----------- ----------- ----------- ----------- -------- Net investment income(loss) ............. 8,043,177 5,160,611 1,255,442 2,811,900 (31,955) Contributions Employer ...................................... 1,384,504 1,271,666 595,464 880,188 25,053 Participant ................................... 1,715,421 1,717,953 812,289 1,233,614 30,625 Interfund transfers ............................. (9,862,717) 2,291,570 1,052,268 1,229,458 (743,524) Withdrawals, distributions and other (4,253,471) (4,549,091) (1,725,607) (2,599,854) (19,883) ----------- ----------- ----------- ----------- -------- Net increase (decrease) ................. (2,973,086) 5,892,709 1,989,856 3,555,306 (739,684) ----------- ----------- ----------- ----------- -------- Net assets available for benefits Beginning of year ............................ 28,929,182 21,393,145 8,078,314 11,071,350 739,684 ----------- ----------- ----------- ----------- -------- End of year .................................. $25,956,096 $27,285,854 $10,068,170 $14,626,656 $ - =========== =========== =========== =========== ======== Year Ended December 31, 1996 --------------------------------------------------------------- Balanced Income Loan Index Fund Fund Fund Total ------------- ------------- ---------- ------------ Dividends ....................................... $ 115,055 $ 617,935 Interest income ................................. 726 $ 4,443,789 $ 536,919 5,046,060 Net appreciation(depreciation)in the fair value of investments ................ 307,327 16,978,996 ---------- ----------- ---------- ------------ Net investment income(loss) ............. 423,108 4,443,789 536,919 22,642,991 Contributions Employer ...................................... 27,085 2,371,091 6,555,051 Participant ................................... 37,951 2,891,888 8,439,741 Interfund transfers ............................. 5,302,551 1,508,492 (778,098) -- Withdrawals, distributions and other (506,149) (18,590,288) (584,895) (32,829,238) ---------- ----------- ---------- ------------ Net increase (decrease) ................. 5,284,546 (7,375,028) (826,074) 4,808,545 ---------- ----------- ---------- ------------ Net assets available for benefits Beginning of year ............................ 75,401,745 6,684,670 152,298,090 ---------- ----------- ---------- ------------ End of year .................................. $5,284,546 $68,026,717 $5,858,596 $157,106,635 ========== =========== ========== ============
13 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 table of contents 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 benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, 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 table of contents 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 20, 1997 14 SUPPLEMENTAL SCHEDULES Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 EIN: 91-1413284 Plan: 002 1996 Form 5500
Number of (e) Shares or Current Principal (d) Value/ (a) (b)(c) Amount Cost Fair Value ---------- ---------- ---------- Burlington Resources Cash Clearing Account ...................................... $1,115,396 $1,115,396 $1,115,396 ---------- ---------- INCOME FUND Temporary Investments * Northern Trust Collective Short-term fund $1,402,693 $1,402,693 $1,402,693 ---------- ---------- Investment Contracts Insurance company investment contracts at contract value John Hancock Mutual Life Insurance Company #7216, 5.24%, matures 10/6/98 ................................... $2,935,953 $2,935,953 $2,935,953 #7354, 5.81%, matures 4/30/99 ................................... 3,493,834 3,493,834 3,493,834 #7474, 7.21%, matures 5/1/04 .................................... 7,488,897 7,488,897 7,488,897 #7474-2, 4.50%, matures 7/1/99 .................................. 2,683,069 2,683,069 2,683,069 MBL Life Assurance Co. .............................................. #9-5294-1, 5.10%, matures 12/31/99 .............................. 98,672 98,672 98,672 #9-5294-2, 5.10%, matures 12/31/99 .............................. 143,848 143,848 143,848 #9-5294-3, 5.10%, matures 12/31/99 .............................. 115,912 115,912 115,912 MBL Life Assurance Co. .............................................. #6-5294-1, 6.35%, matures 12/31/03 .............................. 732,399 732,399 732,399 #6-5294-2, 6.35%, matures 12/31/03 .............................. 1,067,725 1,067,725 1,067,725 #6-5294-3, 6.35%, matures 12/31/03 .............................. 860,367 860,367 860,367 Prudential Insurance Company #7324-211, 7.57%, matures 5/1/97 ................................ 2,433,991 2,433,991 2,433,991 #7479-15, 6.16%, matures 2/15/99 ................................ 1,035,423 1,035,423 1,035,423 Commonwealth #00129TR, 7.485%, matures 4/27/00 ............................... 5,972,982 5,972,982 5,972,982 Aetna Life Insurance Company #13823-002, 8.44%, matures 3/31/97 .............................. 1,114,941 1,114,941 1,114,941
15 Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 EIN: 91-1413284 Plan: 002 1996 Form 5500
Number of (e) Shares or Current Principal (d) Value/ (a) (b)(c) Amount Cost Fair Value ----------- ----------- ------------ INCOME FUND, continued Continental Assurance Company #12625, 8.57%, matures 4/1/97 .............................. $ 775,764 $ 775,764 $ 775,764 Provident National Assurance #028-05656, 5.05%, matures 7/31/97 ......................... 3,486 3,486 3,486 Massachusetts Mutual #10516, 6.27%, matures 10/5/15 ............................. 2,264,104 2,264,104 2,264,104 New York Life Insurance #20030-18C, 6.24%, matures 3/2/98 .......................... 1,023,526 1,023,526 1,023,526 #06753-002, 5.62%, matures 5/14/98 ......................... 2,070,519 2,070,519 2,070,519 #06753, 5.33%, matures 11/28/97 ............................ 2,082,067 2,082,067 2,082,067 Metropolitan Life #13025, 6.05%, matures 1/2/01 .............................. 5,716,859 5,716,859 5,716,859 Provident Life & Accident #630-05573, 5.85%, matures 9/1/03 .......................... 8,363,163 8,363,163 8,363,163 Allstate Life Insurance Company #5689, 8.13%, matures 11/1/99 .............................. 2,312,884 2,312,884 2,312,884 Transamerica Life #76573, 6.13%, matures 11/15/04 ............................ 3,232,599 3,232,599 3,232,599 ----------- ----------- Total insurance company investment contracts .......... $58,022,984 $58,022,984 ----------- ----------- Bank investment contract at contract value Bankers Trust (Delaware) #92-493, 6.67%, matures 9/30/00 ............................ $ 8,307,122 $ 8,307,122 8,307,122 ----------- ----------- Total investments - Income Fund ........................ $67,732,799 $67,732,799 ----------- -----------
16 Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 EIN: 91-1413284 Plan: 002 1996 Form 5500
Number of (e) Shares or Current Principal (d) Value/ (a) (b)(c) Amount Cost Fair Value ------------- ------------ ------------ LOAN FUND Loan fund, 7% to 10% .......................................... $ 5,873,596 $ -- $ 5,873,596 ------------ ------------ Determined by Quoted Market Price COMPANY STOCK FUND * BR common stock 492,381 $ 18,606,817 $ 24,803,693 * Northern Trust Collective Short-term Fund $ 893,058 893,058 893,058 ------------ ------------ Total investments - Company Stock Fund ................ $ 19,499,875 $ 25,696,751 ------------ ------------ INTERNATIONAL EQUITY FUND Vanguard World Fund - International Growth Portfolio ...... 607,046 $ 8,555,510 $ 9,991,977 ------------ ------------ OTC EQUITY FUND Fidelity Securities Fund OTC Portfolio .................... 443,229 $ 12,577,265 $ 14,498,026 ------------ ------------ BALANCED INDEX FUND Vanguard Balanced Index Fund .............................. 377,048 $ 5,002,704 $ 5,248,521 ------------ ------------ Determined by Estimated Fair Value S&P 500 INDEX FUND * Northern Trust Daily Stock Index Fund 1,520,189 $ 18,816,914 $ 26,937,750 ------------ ------------ Total investments ......................................... $133,300,463 $157,094,816 ============ ============
17 Schedule II Burlington Resources Inc. Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1996
EIN: 91-1413284 Plan: 002 1996 Form 5500 (b) (c) (d) (f) (g) (h) (i) Cost of Purchase Selling Transaction Historical Securities Net Description of Securities Price Price Fees Cost Purchased Gain/Loss - ------------------------------------------- ------------ ----------- ----------- ----------- ---------- --------- Single Transactions None
18 Schedule II Burlington Resources Inc. Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1996
EIN: 91-1413284 Plan: 002 1996 Form 5500 (b) (c) (d) (f) (g) (h) (i) Current Value Expense of Asset on Purchase Selling Incurred with Cost of Transaction Net Description of Asset Price Price Transaction Asset Date Gain - ----------------------------------- ------------ ----------- ---------- ----------- ------------ ----------- Series of Transactions BR common stock 259,433 shares bought in 31 transactions .... $10,820,107 $ 12,972 $10,820,107 $10,820,107 430,551 shares sold in 54 transactions ...... $19,570,245 22,364 15,479,163 19,570,245 $4,068,718 Northern Trust Daily Stock Index Fund 475,080 units bought in 130 transactions .... 7,518,276 7,518,276 7,518,276 423,725 units sold in 102 transactions ...... 6,905,434 5,045,362 6,905,434 1,860,072 Fidelity OTC Portfolio 295,345 units bought in 130 transactions .... 9,290,185 9,290,185 9,290,185 136,024 units sold in 97 transactions ....... 4,406,294 3,721,353 4,406,294 684,941
19 Schedule II Burlington Resources Inc. Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1996
EIN: 91-1413284 Plan: 002 1996 Form 5500 (b) (c) (d) (f) (g) (h) (i) Current Value Expense of Asset on Purchase Selling Incurred with Cost of Transaction Net Description of Asset Price Price Transaction Asset Date Gain - ------------------------------------------------- ---------- ---------- ---------- ----------- ----------- --------- Series of Transactions Allstate investment contract # 5689 6,858,864 shares purchased in 20 transactions $6,858,864 $ 6,858,864 $ 6,858,864 6,723,082 shares sold in 11 transactions $6,723,082 6,723,082 6,723,082 Commonwealth Life Insurance investment contract # 00129TR 9,114,876 shares bought in 2 transactions 9,114,876 9,114,876 9,114,876 3,141,894 shares sold in 3 transactions 3,141,894 3,141,894 3,141,894 Northern Trust Collective Short-term Fund 56,223,405 increases on 132 days 56,223,405 56,223,405 53,977,127 decreases on 126 days 53,977,127 53,977,127 Loan Fund 3,440,063 shares bought in 53 transactions 3,440,063 3,440,063 3,440,063 4,283,998 shares bought in 66 transactions 4,283,998 4,283,998 4,283,998
20 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, 1997 /s/William B. Usher William B. Usher Vice President, Human Resources and Administration EX-23 2 CONSENTS OF EXPERTS AND COUNSEL Exhibit 23 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 20, 1997, on our audits of the financial statements and supplemental schedules of the Plan as of December 31, 1996 and 1995, and for the year ended December 31, 1996, which report is included in this Annual Report on Form 11-K. /s/ Coopers & Lybrand L.L.P. Houston, Texas June 27, 1997 21 -----END PRIVACY-ENHANCED MESSAGE-----