-----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, Tuj8g+srkWaoig8OkdwRLubK6re6OItzGz3+LuqceufVPhBfxvjJ1nNCda260v/S vY9v0MYV+oGEHkvyZlbxNA== 0000833320-98-000020.txt : 19980701 0000833320-98-000020.hdr.sgml : 19980701 ACCESSION NUMBER: 0000833320-98-000020 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 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: SEC FILE NUMBER: 001-09971 FILM NUMBER: 98657807 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, 1997 OR [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE LL&E SAVINGS PLAN (Full title of the plan) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: THE LOUISIANA LAND AND EXPLORATION COMPANY 909 Poydras Street P. O. Box 60350 New Orleans, Louisiana 70160 Financial Statements and Exhibit Page Number (a) Financial Statements Herein Independent Auditors' Report .................. 3 Statements of Net Assets Available for Benefits - December 31, 1997 and 1996................... 4 Statement of Changes in Net Assets Available for Benefits - year ended December 31, 1997......................................... 5 Notes to Financial Statements.................. 6 Supplemental Schedules Schedule I - Line 27a - Schedule of Assets Held for Investment Purposes............... 26 Schedule II - Line 27d - Schedule of Reportable Transactions............................... 27 (b) Exhibit Exhibit No. Description 23 Consent of KPMG Peat Marwick LLP 29 2 INDEPENDENT AUDITORS' REPORT The Louisiana Land and Exploration Company Benefits Committee: We have audited the statements of net assets available for benefits of The LL&E Savings Plan as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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 audits 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 at December 31, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, 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 information included in Schedules I and II is presented to comply with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP New Orleans, Louisiana June 5, 1998 3 THE LL&E SAVINGS PLAN Statements of Net Assets Available for Benefits
December 31, ----------------------------- 1997 1996 ------------ ------------ ASSETS Cash and cash equivalents at cost plus accrued interest ........ $ 170,077 $ 47 Company Stock ........................ 54,277,481 * 45,456,396 * LL&E Royalty Trust Units of Beneficial Interest ............ 200,350 201,779 Investment in Funds Schwab Value Advantage ............ 7,691,521 * 9,308,031 * Vanguard Bond Index ............... 2,448,027 2,776,207 Vanguard Index Trust 500 Portfolio ....................... 16,371,862 * 13,263,744 * PBHG Growth ....................... 6,662,103 * 10,654,683 * Janus Worldwide ................... 6,676,176 * 5,738,877 * Hotchkis & Wiley Balanced Income .. 466,721 -- Strong Schafer Value .............. 3,851,881 -- Loans to participants ................ 2,126,899 3,161,633 ------------ ------------ 100,943,098 90,561,397 LIABILITIES AND PLAN EQUITY Loans payable to LL&E ................ -- 24,148 Interest payable to LL&E ............. -- 48 ------------ ------------ Net assets available for benefits .... $100,943,098 $ 90,537,201 ============ ============ *Represents more than 5% of Plan assets
4 THE LL&E SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1997 ------------- Interest and royalty income ............................ $ 667,569 Dividend income ........................................ 1,291,927 Interest income on loans to participants ..................................... 200,955 Net realized gain on disposition of investments ...................................... 1,793,721 Net unrealized appreciation of investments ...................................... 15,310,690 Contributions Employer allocated .................................. 2,641,847 Employer unallocated ................................ 24,329 Employees ........................................... 2,599,140 Benefit payments for terminations and withdrawals ........................ (14,124,281) ------------- Change in net assets available for benefits .............................. 10,405,897 Net assets available for benefits - beginning of year ........................ 90,537,201 ------------- Net assets available for benefits - end of year .............................. $ 100,943,098 =============
5 THE LL&E SAVINGS PLAN Notes to Financial Statements 1. Plan Description The following description of The LL&E Savings Plan (the Plan) provides only general information. The amended and restated Plan document and subsequent amendments more fully explain the details of the Plan and are made available to Plan participants by the Plan administrator. a. General The Plan is a trusteed, defined contribution plan, covering all full time employees of The Louisiana Land and Exploration Company (LL&E) and designated subsidiaries. The Plan is subject to the provisions of The Employee Retirement Income Security Act of 1974 (ERISA), as amended. b. Investment Funds A trust agreement between LL&E and Charles Schwab Trust Company (Schwab), provides for Schwab to maintain trust funds on behalf of the Plan. The trust funds are segregated into investment funds as follows. o Fund A for employees' and employer's contributions which, prior to October 22, 1997, were invested primarily in Capital Stock of LL&E and subsequently are invested in Common Stock of Burlington Resources, Inc. (BR or the Company), collectively the Company Stock. o Fund B for loans to participants. The notes receivable resulting from loans to participants are maintained in this fund. Benefit payments for terminations and withdrawals in this fund relate to the cancellation of loans by participants withdrawing from the Plan. o Fund C contains LL&E Royalty Trust Units of Beneficial Interest. No new amounts are being invested in this fund, except that income on existing Royalty Trust Units and any repayments of loans to participants in this fund are reinvested in additional Units. o Fund D for employees' contributions which are invested in the Schwab Value Advantage Money Fund, which invests in high quality short-term debt securities such as certificates of deposit, commercial paper and publicly traded bonds. o Fund E for employees' contributions which are invested in the Vanguard Bond Index Total Bond Market Fund, which invests in a portfolio of fixed income securities selected to match the Lehman Brothers Aggregate Bond Index which encompasses U.S. Treasury and agency securities, corporate bonds and mortgage-backed securities, with maturities greater than one year. 6 THE LL&E SAVINGS PLAN Notes to Financial Statements o Fund F for employees' contributions which are invested in the Vanguard Index Trust 500 Portfolio, which invests in all 500 stocks in the Standard & Poor's 500 Index in approximately the same proportions as they are represented in the Index. o Fund G for employees' contributions which are invested in the PBHG Growth Fund, which invests in common stocks and convertible securities of companies with market capitalization or annual revenues under $1.5 billion. o Fund H for employees' contributions which are invested in the Janus Worldwide Fund, which invests in common stocks of foreign and domestic companies. o Fund I for employees' contributions, beginning January 1, 1997, which are invested in the Hotchkis & Wiley Balanced Income Fund, which invests in equity securities of domestic and foreign companies, fixed-income securities and money market obligations. o Fund J for employees' contributions, beginning January 1, 1997, which are invested in the Strong Schafer Value Fund, which invests in common stocks of domestic companies and other equity securities. Participants in the Plan are permitted to direct the investment of their contributions to the Plan in any of Funds A, D, E, F, G, H, I or J and up to eight transfers per year between these funds are allowed on a daily basis. The investment and changes therein of all funds are determined through the use of quoted market prices. Realized gains or losses and unrealized appreciation or depreciation of investments are determined in accordance with Department of Labor regulations for Form 5500. The cost basis of investments are either fair market value at the beginning of the year and/or cost of current year additions, as appropriate. Dispositions of investments are on a first-in, first-out basis. 7 THE LL&E SAVINGS PLAN Notes to Financial Statements The number of participants by fund at December 31, 1997 was as follows. Number of Fund Participants A 555 B 240 C 62 D 261 E 231 F 457 G 405 H 366 I 43 J 171 Since, within certain limitations, investments may be made simultaneously in more than one fund by an individual participant, an individual may be included more than once in the above count. The individual participants in the Plan at December 31, 1997 numbered 555. c. Contributions and Benefits 1. Non-Contributory Participation The employer contributes monthly to the Plan participants' account an amount determined in accordance with the following schedule. Percent of Covered Credited Service Compensation Less than 5 years 2% 5 years or more 4% Non-contributory participation is not dependent on the eligible employees' contributory participation and all contributions are invested in Company Stock. 2. Contributory Participation Employees are allowed to make tax-deferred contributions to the Plan in the amount of between 2% and 12% of compensation. The amount of tax-deferred contributions are limited by federal tax legislation. Where tax-deferred contributions elected by participants exceed these limitations, any excess tax-deferred contributions are distributed to the affected parties or deferred until termination or retirement. 8 THE LL&E SAVINGS PLAN Notes to Financial Statements In addition to the non-contributory participation, the employer will contribute to the participants' account an amount based on a percentage of the dollar amount contributed voluntarily, if any, by the participants. The additional employer's contributions are applicable to voluntary participant contributions which are not in excess of 6% of covered compensation and are determined in accordance with the following schedule. Percent of Voluntary Contribution Matched Credited Service by Employer Less than 5 years 50% 5 years or more 100% Participants pay no federal income tax on their tax-deferred contributions, on the employer contributions, or on any earnings on their accounts until withdrawals or distributions are made from their accounts. 3. Other Significant Provisions Participants in the Plan become fully vested in their account balance derived from employer contributions upon the earliest to occur of the following. o Completion of five years of service o Attainment of age 65 o Retirement pursuant to the early retirement provisions of The LL&E Pension Plan o Death o Termination of employment by reason of a reduction in labor force o Total disability, as defined in the Plan o In the event of a change in control, as defined in the Plan o Under certain circumstances in the event of a change in control as defined in The LL&E Special Termination Benefit Plan in the case of certain covered employees. Participants are at all times fully vested in their account balance derived from their own contributions, including any earnings or losses. Participants may elect that the vested portions of employer and employee contributions, plus income or earnings, be distributed to them in a lump sum i) as soon as practicable following termination of employment, ii) on or about the date one year after termination of employment or iii) on or about age 65. Upon termination, other than described above, nonvested employer contributions and earnings are forfeited by participants and such amounts reduce employer contributions under the Plan. 9 THE LL&E SAVINGS PLAN Notes to Financial Statements Participants in the Plan may make a qualified plan rollover contribution or an individual retirement account rollover contribution, as defined in the Plan. The contributions may only be made if they meet the requirements of a tax-free rollover for federal income tax purposes. After-tax contributions to the Plan are no longer an option, however, employees may still have after-tax account balances. Participants can withdraw all or any portion of their after-tax contributions, plus earnings. Participants cannot withdraw any tax-deferred contributions or any earnings while employed at LL&E. Participants may, as of any valuation date, withdraw all or any portion of their vested account balance derived from matching employer contributions, and earnings, subject to several specific rules as defined in the Plan. Participants may borrow (Fund B) from the portions of their account derived from employer contributions except ESOP's, transfers from the LL&E Benefit Plan and tax-free rollovers, and employee tax-deferred contributions, and earnings, subject to several specific rules as defined in the Plan. A participant may have two loans outstanding at any given time but no loan(s) from the Plan may be in excess of the lesser of $50,000 or 50% of the participant's vested account balance. Repayments will be made through payroll deductions over optional terms from twelve to sixty months (in twelve month increments) and may be prepaid by paying the full outstanding balance. The annual loan interest rate is fixed from time to time at the prime rate. Loans are secured by the applicable participant's vested account balance. d. Termination of the Plan The Employer has the right under the Plan to modify the benefits provided and to terminate the Plan subject to the provisions set forth in ERISA. 2. Summary of Accounting Policies The accompanying financial statements have been prepared on an accrual basis in accordance with generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires certain estimates and assumptions. Actual results may differ from those estimates. Benefits payable for terminations and withdrawals are included in Plan equity and are charged to income when paid. This accounting method differs from that required in Department of Labor Form 5500 which requires benefits payable to be accrued and charged to income in the period the liability 10 THE LL&E SAVINGS PLAN Notes to Financial Statements arises. Accordingly, net assets available for benefits as of December 31, 1997 and 1996 and changes in net assets available for benefits for the year ended December 31, 1997 differ from that reported in Form 5500 as follows.
Net Assets Available for Benefits December 31, ------------------------------ 1997 1996 ------------- ------------- As reported .............. $ 100,943,098 $ 90,537,201 Effect of accrued benefits payable ................ (6,623,135) (5,010,805) ------------- ------------- As reported in Form 5500 . $ 94,319,963 $ 85,526,396 ============= =============
Changes in Net Assets Available for Benefits Year Ended December 31, ------------ 1997 As reported .............. $ 10,405,897 Effect of accrued benefits payable ................ (1,612,330) ------------ As reported in Form 5500 . $ 8,793,567 ============
3. Net Realized Gains on Disposition of Investments The following is a summary of net realized gains on the disposition of investments for the year ended December 31, 1997.
Aggregate market value of Company Stock sold ... $ 7,573,492 Aggregate cost basis of Company Stock sold ..... 6,622,745 ----------- Net realized gains on sale of Company Stock .... 950,747 ----------- Aggregate market value of other investments sold 18,833,198 Aggregate cost basis of other investments sold . 17,990,224 ----------- Net realized gains on sale of other investments 842,974 ----------- $ 1,793,721 ===========
11 THE LL&E SAVINGS PLAN Notes to Financial Statements 4. Employee Stock Ownership Plan Fund In November 1987, the Employee Stock Ownership Plan Fund (ESOP) was created using funds borrowed from LL&E. To fund the ESOP I, LL&E borrowed $10.2 million (unsecured) from a bank and loaned the proceeds to the ESOP I. The ESOP I then used the proceeds to acquire 374,678 shares of LL&E Capital Stock at an average market price of $27 1/8 per share. The loan to the ESOP I was secured by LL&E's Capital Stock owned by the ESOP I and was subject to substantially the same repayment terms as LL&E's bank loan. The interest rate was fixed at 8.2%. By amendment dated November 19, 1994 to the loan agreement, LL&E's loan to ESOP I was extended to November 1997 and the interest rate was fixed at 7.4%. The ESOP I repaid the loan, with interest, from LL&E's contributions to the fund along with quarterly dividends paid on the Capital Stock acquired with the ESOP I loan proceeds. The Capital Stock of LL&E acquired by the ESOP I was initially classified as unallocated by the Plan. As principal payments were made to LL&E, shares of Capital Stock were reclassified to allocated in an amount equal to the principal payment divided by the average purchase price of $27 1/8. In May 1996, the final loan payment was made to LL&E and all shares of Capital Stock were reclassified to allocated. On May 3, 1988, LL&E obtained additional financing of approximately $14 million (unsecured) from a bank and loaned the proceeds to the ESOP II. The ESOP II then used the proceeds to acquire 461,690 shares of LL&E Capital Stock at an average purchase price of $30.25 per share. The loan to the ESOP II was secured by LL&E's Capital Stock owned by the ESOP II and was subject to substantially the same repayment terms as LL&E's bank loan. The interest rate was fixed at 8.2%. By amendment dated May 31, 1995 to the loan agreement, LL&E's loan to ESOP II was extended to May 1998 and the interest rate was fixed at 6.1%. The ESOP II repaid the loan, with interest, from LL&E's contributions to the fund along with quarterly dividends paid on the Capital Stock acquired with the ESOP II loan proceeds. The Capital Stock of LL&E acquired by the ESOP II was initially classified as unallocated by the Plan. As principal payments were made to LL&E, shares of Capital Stock were reclassified to allocated in an amount equal to the principal payment divided by the average purchase price of $30.25. As of December 31, 1996, all shares of Capital Stock were reclassified to allocated. The final loan payment to LL&E was made in January 1997. 5. Distribution of LL&E Royalty Trust Units of Beneficial Interest LL&E Royalty Trust Units of Beneficial Interest (the Units) were distributed by LL&E to holders of record of its Capital Stock on June 22, 1983 on the basis of one Unit for each two shares of Capital Stock owned on such date. The Units received by the Plan (Fund C) were allocated among the respective accounts of participants in proportion to the number of shares of Capital Stock in each account at the record date of the 12 THE LL&E SAVINGS PLAN Notes to Financial Statements distribution of the Units and are maintained separately. Monthly royalty income attributable to the Units are allocated to participants on the same basis and are reinvested in additional Units. Participants have the right to decide when the Units allocated to their respective accounts will be sold. Participants may exercise a single election to sell all of their Units and have the proceeds reinvested in other funds of the Plan. 6. Federal Income Taxes LL&E has received a favorable determination letter from the Internal Revenue Service dated July 25, 1995, for the Plan as restated June 1, 1994, for all amendments adopted through June 15, 1994. The determination letter was approved subject to the adoption of the First Amendment to the restated Plan, which was adopted on August 21, 1995. The letter states that the Plan qualifies under the provisions of Section 401(a) of the Internal Revenue Code. The Plan has subsequently been amended. LL&E does not expect the Plan's qualifications under the provisions of 401(a) and 401(k) of the Internal Revenue Code or its federal income tax exempt status under Section 501(a) of the Internal Revenue Code to change due to the amendments since the restatement. 7. Fees And Expenses Expenses incurred in administering the Plan are paid by the employer. Expenses in connection with investment security transactions are added to cost or deducted from the proceeds. 8. Other Matters On October 22, 1997, LL&E was merged with and into BR. As a result, LL&E became a wholly-owned subsidiary of BR and each outstanding share of Capital Stock of LL&E, including that held by the Plan, was exchanged for 1.525 shares of Common Stock of BR. As a result of the significant number of terminations in 1998 resulting from the merger, Plan assets are expected to be reduced substantially in 1998. The Company is currently revising its benefits structure effective January 1, 1999, and has not yet determined the terms of the Plan. 13 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information Net assets available for benefits by fund at December 31, 1997 and 1996 were as follow.
December 31, 1997 Participant Directed FUND FUND FUND A B C ---------- ---------- ---------- ASSETS Cash and cash equivalents at cost plus accrued interest ............. $ 6,584 $ -- $ -- Company Stock ............ 2,109,395 -- -- LL&E Royalty Trust Units of Beneficial Interest -- -- 200,350 Investment in Funds Schwab Value Advantage -- -- -- Vanguard Bond Index .. -- -- -- Vanguard Index Trust 500 Portfolio ...... -- -- -- PBHG Growth .......... -- -- -- Janus Worldwide ...... -- -- -- Hotchkis & Wiley Balanced Income .... -- -- -- Strong Schafer Value . -- -- -- Loans to participants .... -- 2,126,899 -- ---------- ---------- ---------- Net assets available for benefits ......... $2,115,979 $2,126,899 $ 200,350 ========== ========== ========== Number of shares/units outstanding .......... 47,072 40,556 ========== ========== Per share/unit ........... $ 44.952 $ 4.940 ========== ========== (Continued)
14 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued.
December 31, 1997 Participant Directed FUND FUND FUND D E F ----------- ----------- ---------- ASSETS Cash and cash equivalents at cost plus accrued interest ............. $ -- $ -- $ -- Company Stock ............ -- -- -- LL&E Royalty Trust Units of Beneficial Interest -- -- -- Investment in Funds Schwab Value Advantage 7,691,521 -- -- Vanguard Bond Index .. -- 2,448,027 -- Vanguard Index Trust 500 Portfolio ...... -- -- 16,371,862 PBHG Growth .......... -- -- -- Janus Worldwide ...... -- -- -- Hotchkis & Wiley Balanced Income .... -- -- -- Strong Schafer Value . -- -- -- Loans to participants .... -- -- -- ----------- ----------- ----------- Net assets available for benefits ......... $ 7,691,521 $ 2,448,027 $16,371,862 =========== =========== =========== Number of shares/units outstanding .......... 7,691,521 242,619 181,768 =========== =========== =========== Per share/unit ........... $ 1.000 $ 10.090 $ 90.070 =========== =========== =========== (Continued)
15 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued
December 31, 1997 Participant Directed FUND FUND FUND G H I ---------- ---------- ---------- ASSETS Cash and cash equivalents at cost plus accrued interest ............. $ -- $ -- $ -- Company Stock ............ -- -- -- LL&E Royalty Trust Units of Beneficial Interest -- -- -- Investment in Funds Schwab Value Advantage -- -- -- Vanguard Bond Index .. -- -- -- Vanguard Index Trust 500 Portfolio ...... -- -- -- PBHG Growth .......... 6,662,103 -- -- Janus Worldwide ...... -- 6,676,176 -- Hotchkis & Wiley Balanced Income .... -- -- 466,721 Strong Schafer Value . -- -- -- Loans to participants .... -- -- -- ---------- ---------- ---------- Net assets available for benefits ......... $6,662,103 $6,676,176 $ 466,721 ========== ========== ========== Number of shares/units outstanding .......... 262,391 176,712 24,195 ========== ========== ========== Per share/unit ........... $ 25.390 $ 37.780 $ 19.290 ========== ========== ========== (Continued)
16 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued
December 31, 1997 Participant Employer Directed Directed FUND FUND J A TOTAL ------------ ------------ ------------ ASSETS Cash and cash equivalents at cost plus accrued interest ............. $ -- $ 163,493 $ 170,077 Company Stock ............ -- 52,168,086 54,277,481 LL&E Royalty Trust Units of Beneficial Interest -- -- 200,350 Investment in Funds Schwab Value Advantage -- -- 7,691,521 Vanguard Bond Index .. -- -- 2,448,027 Vanguard Index Trust 500 Portfolio ...... -- -- 16,371,862 PBHG Growth .......... -- -- 6,662,103 Janus Worldwide ...... -- -- 6,676,176 Hotchkis & Wiley Balanced Income .... -- -- 466,721 Strong Schafer Value . 3,851,881 -- 3,851,881 Loans to participants .... -- -- 2,126,899 ------------ ------------ ------------ Net assets available for benefits ......... $ 3,851,881 $ 52,331,579 $100,943,098 ============ ============ ============ Number of shares/units outstanding .......... 60,280 1,164,141 ============ ============ Per share/unit ........... $ 63.900 $ 44.953 ============ ============ (Continued)
17 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued
December 31, 1996 Participant Directed FUND FUND FUND A B C ---------- ---------- ---------- ASSETS Cash and cash equivalents at cost plus accrued interest ............. $ -- $ -- $ -- Company Stock ............ 1,736,970 -- -- LL&E Royalty Trust Units of Beneficial Interest -- -- 201,779 Investment in Funds Schwab Value Advantage -- -- -- Vanguard Bond Index .. -- -- -- Vanguard Index Trust 500 Portfolio ...... -- -- -- PBHG Growth .......... -- -- -- Janus Worldwide ...... -- -- -- Loans to participants .... -- 3,161,633 -- ---------- ---------- ---------- 1,736,970 3,161,633 201,779 LIABILITIES AND PLAN EQUITY Loans payable to LL&E .... -- -- -- Interest payable to LL&E . -- -- -- ---------- ---------- ---------- Net assets available for benefits ......... $1,736,970 $3,161,633 $ 201,779 ========== ========== ========== Number of shares/units outstanding .......... 32,372 41,382 ========== ========== Per share/unit ........... $ 53.657 $ 4.876 ========== ========== (Continued)
18 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued
December 31, 1996 Participant Directed FUND FUND FUND D E F ---------- ---------- ---------- ASSETS Cash and cash equivalents at cost plus accrued interest ............. $ -- $ -- $ -- Company Stock ............ -- -- -- LL&E Royalty Trust Units of Beneficial Interest -- -- -- Investment in Funds Schwab Value Advantage 9,308,031 -- -- Vanguard Bond Index .. -- 2,776,207 -- Vanguard Index Trust 500 Portfolio ...... -- -- 13,263,744 PBHG Growth .......... -- -- -- Janus Worldwide ...... -- -- -- Loans to participants .... -- -- -- ----------- ----------- ----------- 9,308,031 2,776,207 13,263,744 LIABILITIES AND PLAN EQUITY Loans payable to LL&E .... -- -- -- Interest payable to LL&E . -- -- -- ----------- ----------- ----------- Net assets available for benefits ......... $ 9,308,031 $ 2,776,207 $13,263,744 =========== =========== =========== Number of shares/units outstanding .......... 9,308,031 282,135 191,783 =========== =========== =========== Per share/unit ........... $ 1.000 $ 9.840 $ 69.160 =========== =========== =========== (Continued)
19 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued
December 31, 1996 Participant Directed FUND FUND G H ----------- ----------- ASSETS Cash and cash equivalents at cost plus accrued interest $ -- $ -- Company Stock ................ -- -- LL&E Royalty Trust Units of Beneficial Interest ... -- -- Investment in Funds Schwab Value Advantage ... -- -- Vanguard Bond Index ...... -- -- Vanguard Index Trust 500 Portfolio .......... -- -- PBHG Growth .............. 10,654,683 -- Janus Worldwide .......... -- 5,738,877 Loans to participants ........ -- -- ----------- ----------- 10,654,683 5,738,877 LIABILITIES AND PLAN EQUITY Loans payable to LL&E ........ -- -- Interest payable to LL&E ..... -- -- ----------- ----------- Net assets available for benefits ............. $10,654,683 $ 5,738,877 =========== =========== Number of shares/units outstanding .............. 405,584 170,344 =========== =========== Per share/unit ............... $ 26.270 $ 33.690 =========== =========== (Continued)
20 THE LL&E SAVINGS PLAN Notes to Financial Statements 9. Fund Information, continued
December 31, 1996 Employer Directed FUND A TOTAL ----------- ----------- ASSETS Cash and cash equivalents at cost plus accrued interest ... $ 47 $ 47 Company Stock .................... 43,719,426 45,456,396 LL&E Royalty Trust Units of Beneficial Interest ....... -- 201,779 Investment in Funds Schwab Value Advantage ....... -- 9,308,031 Vanguard Bond Index .......... -- 2,776,207 Vanguard Index Trust 500 Portfolio .................. -- 13,263,744 PBHG Growth .................. -- 10,654,683 Janus Worldwide .............. -- 5,738,877 Loans to participants ............ -- 3,161,633 ----------- ----------- 43,719,473 90,561,397 LIABILITIES AND PLAN EQUITY Loans payable to LL&E ............ 24,148 24,148 Interest payable to LL&E ......... 48 48 ----------- ----------- Net assets available for benefits $43,695,277 $90,537,201 =========== =========== Number of shares/units outstanding 815,273 =========== Per share/unit ................... $ 53.596 ===========
21 THE LL&E SAVINGS PLAN Notes to Financial Statements 10. Fund Information Changes in net assets available for benefits by fund for the year ended December 31, 1997 were as follow.
Participant Directed FUND FUND FUND A B C ----------- ----------- ----------- Interest and royalty income ................. $ -- $ -- $ 28,041 Dividend income ........... 13,224 -- -- Interest income on loans to participants ........ 43,086 (1,407,550) -- Net realized gains (losses) on disposition of investments ......... 181,393 -- (347) Net unrealized appreciation (depreciation) of investments ............ 446,985 -- 1,174 Contributions Employer allocated ..... -- -- -- Employer unallocated ... -- -- -- Employees .............. 95,336 -- -- Benefit payments for terminations and withdrawals ............ (231,423) (347,141) (30,309) Transfers between funds - net ............ (169,592) 719,957 12 ----------- ----------- ----------- Changes in net assets available for benefits . 379,009 (1,034,734) (1,429) Net assets available for benefits - beginning of year ................ 1,736,970 3,161,633 201,779 ----------- ----------- ----------- Net assets available for benefits - end of year . $ 2,115,979 $ 2,126,899 $ 200,350 =========== =========== =========== (Continued)
22 THE LL&E SAVINGS PLAN Notes to Financial Statements 10. Fund Information, continued
Participant Directed FUND FUND FUND D E F ----------- ------------ ------------ Interest and royalty income ................. $ 469,666 $ 169,862 $ -- Dividend income ........... -- -- 352,759 Interest income on loans to participants ........ 184,174 118,391 501,271 Net realized gains (losses) on disposition of investments ......... -- 1,310 782,698 Net unrealized appreciation (depreciation) of investments ............ -- 58,625 3,262,394 Contributions Employer allocated ..... -- -- -- Employer unallocated ... -- -- -- Employees .............. 274,566 140,615 818,539 Benefit payments for terminations and withdrawals ............ (1,727,333) (345,261) (2,604,636) Transfers between funds - net ............ (817,583) (471,722) (4,907) ----------- ------------ ------------ Changes in net assets available for benefits . (1,616,510) (328,180) 3,108,118 Net assets available for benefits - beginning of year ................ 9,308,031 2,776,207 13,263,744 ----------- ------------ ------------ Net assets available for benefits - end of year . $ 7,691,521 $ 2,448,027 $ 16,371,862 =========== ============ ============ (Continued)
23 THE LL&E SAVINGS PLAN Notes to Financial Statements 10. Fund Information, continued
Participant Directed FUND FUND FUND G H I ------------ ------------ ------------ Interest and royalty income ................. $ -- $ -- $ -- Dividend income ........... -- 459,274 39,581 Interest income on loans to participants ........ 391,051 256,339 5,533 Net realized gains (losses) on disposition of investments ......... (331,487) 310,397 7,322 Net unrealized appreciation (depreciation) of investments ............ (158,446) 452,268 (11,189) Contributions Employer allocated ..... -- -- -- Employer unallocated ... -- -- -- Employees .............. 628,140 440,878 23,609 Benefit payments for terminations and withdrawals ............ (1,435,914) (1,162,723) (1,811) Transfers between funds - net ............ (3,085,924) 180,866 403,676 ------------ ------------ ------------ Change in net assets available for benefits . (3,992,580) 937,299 466,721 Net assets available for benefits - beginning of year ................ 10,654,683 5,738,877 -- ------------ ------------ ------------ Net assets available for benefits - end of year . $ 6,662,103 $ 6,676,176 $ 466,721 ============ ============ ============ (Continued)
24 THE LL&E SAVINGS PLAN Notes to Financial Statements 10. Fund Information, continued
Participant Employer Directed Directed FUND FUND J A TOTAL ------------- ------------- ------------ Interest and royalty income ................. $ -- $ -- $ 667,569 Dividend income ........... 118,617 308,472 1,291,927 Interest income on loans to participants ........ 79,896 28,764 200,955 Net realized gains (losses) on disposition of investments ......... 73,081 769,354 1,793,721 Net unrealized appreciation (depreciation) of investments ............ 297,653 10,961,226 15,130,690 Contributions Employer allocated ..... -- 2,641,847 2,641,847 Employer unallocated ... -- 24,329 24,329 Employees .............. 177,457 -- 2,599,140 Benefit payments for terminations and withdrawals ............ (192,027) (6,045,703) (14,124,281) Transfers between funds - net ............ 3,297,204 (51,987) -- ------------- ------------- ------------ Change in net assets available for benefits . 3,851,881 8,636,302 10,405,897 Net assets available for benefits - beginning of year ................ -- 43,695,277 90,537,201 ------------- ------------- ------------ Net assets available for benefits - end of year . $ 3,851,881 $ 52,331,579 $ 100,943,098 ============= ============= ============ (Continued)
25 SCHEDULE I THE LL&E SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1997
Number of shares, units or principal Current amount Cost value ------------ ------------ ------------ Cash and cash equivalents ........... 170,077 $ 170,077 $ 170,077 Company Stock ....................... 1,211,213 63,078,616 54,277,481 LL&E Royalty Trust units ............ 40,556 258,421 200,350 Schwab Value Advantage Fund units ... 7,691,521 7,691,521 7,691,521 Vanguard Bond Index Total Bond Market Fund units .............. 242,619 2,360,021 2,448,027 Vanguard Index Trust 500 Portfolio Fund units ..................... 181,768 9,797,363 16,371,862 PBHG Growth Fund units .............. 262,391 6,070,483 6,662,103 Janus Worldwide Fund units .......... 176,712 5,426,664 6,676,176 Hotchkis & Wiley Balanced Income Fund units ..................... 24,195 470,588 466,721 Strong Schafer Income Fund units .... 60,280 3,481,072 3,851,881 Participants' loans ................. -- -- 2,126,899* ------------ ------------ Total Assets Held for Investment Purposes ..................... $ 98,804,826 $100,943,098 ============ ============ * Participant loans bear interest between 8.25% and 8.50% and have maturities ranging from one to five years.
26 SCHEDULE II THE LL&E SAVINGS PLAN Line 27d - Schedule of Reportable Transactions in Excess of 5% of the Current Value of Plan Assets Year ended December 31, 1997
Expenses Identity of Purchase Selling incurred with party involved Description of assets price price transaction - -------------- ---------------------- --------- ---------- ------------ Category (iii) - Series of Securities Transactions Schwab Value Advantage Money Fund ......... $5,536,156 Vanguard Index 500 ... 4,582,400 PBHG Growth Fund ..... 5,018,047 Capital Stock of The Louisiana Land and Exploration Company 4,936,054 There were no (i), (ii), or (iv) reportable transactions during the year. (Continued)
27 SCHEDULE II (Continued) THE LL&E SAVINGS PLAN Line 27d - Schedule of Reportable Transactions in Excess of 5% of the Current Value of Plan Assets Year Ended December 31, 1997
Cost Current Value Net Identity of of of assets on gain party involved Description of assets assets transaction date (loss) - -------------- ---------------------- --------- ---------------- ------ Category (iii) - Series of Securities Transactions Schwab Value Advantage Money Fund $ 5,536,156 $ 5,536,156 $ -- Vanguard Index 500 3,799,738 4,582,400 782,662 PBHG Growth Fund 5,349,578 5,018,047 (331,531) Capital Stock of The Louisiana Land and Exploration Company 4,552,924 4,936,054 383,130
28 EX-23 2 The Benefits Committee The Louisiana Land and Exploration Company: We consent to incorporation by reference in the Registration Statements No. 2-98948, No. 33-22338 and No. 33-56209 on Form S-8 of The Louisiana Land and Exploration Company of our report dated June 5, 1998, relating to the statements of net assets available for benefits of The LL&E Savings Plan as of December 31, 1997 and 1996 and the related statement of changes in net assets available for benefits and related schedules for the year ended December 31, 1997, which report appears in the December 31, 1997 annual report on Form 11-K of The LL&E Savings Plan. s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP New Orleans, Louisiana June 5, 1998 29 -----END PRIVACY-ENHANCED MESSAGE-----