-----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, RBqIXWsIdjWtZLSaXtrwgiZt5NsuOpTG/rdjnS8ivFdPHUQaCdXPfNHebsmujF4r +xmYCzQDdoHTGiCFInT2eg== 0000833320-99-000006.txt : 19990701 0000833320-99-000006.hdr.sgml : 19990701 ACCESSION NUMBER: 0000833320-99-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 99655852 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, 1998 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, 1998 and 1997 and for the Year Ended December 31, 1998 Burlington Resources Inc. Retirement Savings Plan Table of Contents Page Financial Statements Statement of Net Assets Available for Benefits as of December 31, 1998 and 1997 2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1998 3 Notes to Financial Statements 4 Report of Independent Accountants 13 Supplemental Schedules Schedule I - Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998 14 Schedule II - Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1998 17 Exhibit 23 Consent of Independent Accountants 19 Burlington Resources Inc. Retirement Savings Plan Statement of Net Assets Available for Benefits
December 31, --------------------------- 1998 1997 ------------ ------------ ASSETS Investments At fair value BR Common Stock, cost $35,066,880 and $26,379,613, respectively $ 30,982,238 $ 28,439,626 Common and Collective Trusts, cost $0 and $22,743,286, respectively -- 37,639,517 Registered Investment Companies, cost $78,514,529 and $32,769,955, respectively 88,042,289 36,065,673 Participants' notes receivable 6,203,392 5,406,660 Cash and cash equivalents 3,462,362 2,540,974 At contract value Unallocated Investment Contracts 54,643,366 55,066,805 ------------ ------------ Total investments 183,333,647 165,159,255 Dividends and interest receivable -- 322,796 ------------ ------------ Total assets 183,333,647 165,482,051 ------------ ------------ LIABILITIES Administrative expense payable -- 47,922 ------------ ------------ Net assets available for benefits $183,333,647 $165,434,129 ============ ============
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, 1998 ------------- Interest income $ 4,030,003 Dividend income 2,645,203 Net appreciation in the fair value of investments 6,821,743 ------------- Net investment income 13,496,949 ------------- Contributions Employer 6,733,522 Participants' 11,026,325 ------------- Total contributions 17,759,847 ------------- Total additions 31,256,796 ------------- Participants' withdrawals and distributions 13,196,637 Administrative expenses 160,641 ------------- Total deductions 13,357,278 ------------- Net increase 17,899,518 Net assets available for benefits Beginning of year 165,434,129 ------------- End of year $ 183,333,647 ============= 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" or the "Company") 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, defined contribution plan, administered by a committee of BR executives, 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. Investments 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 Fund and is managed by Fidelity Management and Research. Balanced Index Fund - Invested approximately 60 percent in equity securities, which attempt to mirror the Willshire 5000 Equity Index and 40 percent in high-quality bonds, which attempt to mirror the Lehman Brothers Aggregate Bond Index. This registered investment fund is a publicly traded mutual fund known as Vanguard Balanced Index Fund and is managed by The Vanguard Group. 4 Small-Cap Index Fund - Invests at least 65% of its total assets in common stock, or other equity securities including preferred stocks, rights and warrants of the second 1,000 largest U.S. corporations. This registered investment fund is a publicly traded mutual fund know as Schwab Small-Cap Index Fund and is managed by Charles Schwab Investment Management Inc. Institutional Index Fund - Invested in a diversified portfolio of common stock and other equity securities to achieve results similar to those of the overall stock market as measured by the Standard & Poor's 500 Index. This registered investment fund is a publicly traded mutual fund known as Vanguard Institutional Index Fund and is managed by the Vanguard Group. 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. Effective January 1, 1998, Charles Schwab Trust Company ("Schwab") became trustee of the Plan. At such time, the S&P 500 Index Fund and the OTC Equity Fund were replaced with the Institutional Index Fund and the Small-Cap Index Fund. The following number of employees were participating in the various funds at December 31, 1998 and 1997, respectively. 1998 1997 ------- ------- Company Stock Fund 1,134 1,056 S&P 500 Index Fund - 1,163 International Equity Fund 743 692 OTC Equity Fund - 875 Balanced Index Fund 543 223 Small-Cap Index Fund 881 - Institutional Index Fund 1,274 - Income Fund 1,041 1,072 Participants' Notes Receivable The Plan may make loans to actively employed participants of up to 50% of their account balance (excluding any Individual Retirement Account balance), subject to a minimum loan of $1,000 and a maximum loan of $50,000. The $50,000 limit is reduced by the participant's highest outstanding loan balance during the prior one-year period. 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 according to the borrowing participant's current investment elections. Participants' notes receivable are included in the Loan Fund in Notes 7 and 8. 5 Contributions A participant may elect to make regular semi-monthly basic contributions from 1% to 13% (2% to 8% for 1997) of his or her total eligible compensation subject to an IRS limitation of $10,000. The employer 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 1997, participants electing the maximum basic contribution eligible for a matching employer contribution could make supplemental contributions (after-tax) to the Plan of 1% to 5% of total eligible compensation. In 1998, supplemental contributions were permitted regardless of whether the participant contributed the maximum basic contribution eligible for a matching employer contribution. Also for 1997, a participant could elect to have all or a portion of the allocation available under the BR FlexPlan transferred to the Plan as contributions. (The BR FlexPlan is an employee benefit for eligible participants to receive discretionary amounts from participating employers). In addition, a participant may make an approved rollover contribution of a distribution received from another qualified employee benefit plan. All employer and participant contributions are paid to the Plan's trustee semi-monthly. Vesting A participant's entire account is 100% vested and nonforfeitable at all times. Participants' Withdrawals and Distributions The Plan provides for several different types of withdrawals by participants. Early withdrawals from the participants' accounts are limited to financial hardship and may be subject to income taxes and penalties. Also, participants may take in-service withdrawals of certain funds depending on their source. Upon the separation from service, a participant's account balance may be distributed in a lump sum. A participant whose account balance exceeds $5,000 ($3,500 for 1997) 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 of the Plan 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 account balances existing at the date of termination. Income Taxes On June 1, 1995, the Internal Revenue Service advised, via determination letter, that the Plan constitutes a qualified plan under Section 401(a) of the Internal Revenue Code. The Plan is therefore exempt from federal income taxes. The Plan has been amended subsequent to receipt 6 of its determination letter, however, the Company believes that the Plan as designed and operated continues to comply with the applicable requirements of the Internal Revenue Code. 2. Accounting Policies Principles of Reporting In accordance with generally accepted accounting principles ("GAAP"), the accounting records of the Plan are maintained on the accrual basis except for participant withdrawals and distributions, which are reported when paid. 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, but not paid as of that date. No such unpaid claims exist at December 31, 1998 or 1997. The preparation of the Plan's financial statements in conformity with GAAP requires certain estimates and assumptions. Actual results could differ from estimates. Investments The Plan's investments, except for its investment contracts, are stated at fair value. Investment contracts, which are fully benefit responsive, are carried at contract value. Fair value for investments other than participants' notes receivable is determined by quoted market prices. Participants' notes receivable are carried at original loan principal balance, less principal repayments which approximates fair value. Cash and Cash Equivalents All short-tem investments purchased with a maturity of three months or less are considered cash equivalents. Cash equivalents are stated at cost, which approximates market value. Dividend and Interest Income Dividend and interest income from investments are recorded as earned and allocated to participants based upon their proportionate share of assets in each investment fund. Administrative Expense 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. 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. 7 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, 1998 ------------- Market values determined by quoted market prices BR common stock $ (4,217,912) Registered investment companies 11,039,655 ------------- Total net appreciation $ 6,821,743 ============= 4. Investments Investments that comprised 5% or more of the net assets available for benefits follow. December 31, ---------------------------- 1998 1997 ------------ ------------ BR common stock $30,982,338 $28,439,626 Northern Trust Collective Daily Stock -- $37,639,517 Index Fund Vanguard Balanced Index Fund $13,738,943 -- Vanguard World Fund - $12,074,554 $11,338,731 International Growth Portfolio Vanguard Institutional Index Fund $48,009,760 -- Fidelity Security Funds OTC Portfolio -- $17,193,094 Schwab Small-Cap Index Fund $14,219,032 -- Bankers Trust (Delaware) -- $ 8,379,167 guaranteed investment contract #92-493 John Hancock Mutual Life Insurance Company $11,314,430 $10,582,423 guaranteed investment contract #7474-2 8 5. Investment Contracts The fair value of investment contracts as of December 31, 1998 and 1997 was approximately $59,300,000 and $55,950,000, 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 1998 and 1997 was 6.54% and 6.77%, respectively. The crediting interest rates ranged from 4.23% to 14.4% and 4.50% to 9.75% at December 31, 1998 and 1997, respectively. 6. Plan Merger Effective January 1, 1999, substantially all of the assets of the LL&E Savings Plan were merged into the Plan. 9
7. Fund Information Allocation of net assets available for benefits to investment funds December 31, 1998 ----------------------------------------------------------- Company International Balanced Small-Cap Stock Fund Equity Fund Index Fund Index Fund ------------- ------------ ------------ ------------ Investments At fair value BR common stock .................... $ 30,982,238 $ -- $ -- $ -- Registered investment companies .... -- 12,074,554 13,738,943 14,219,032 Participants' notes receivable ..... -- -- -- -- Cash and cash equivalents .......... -- -- -- -- At contract value Investment contracts ............... -- -- -- -- ------------ ------------ ------------ ------------ Net assets available for benefits $ 30,982,238 $ 12,074,554 $ 13,738,943 $ 14,219,032 ============ ============ ============ ============ December 31, 1998 ---------------------------------------------------------- Institutional Income Loan Index Fund Fund Fund Total ------------ ------------ ------------ ------------- Investments At fair value BR common stock .................... $ -- $ -- $ -- $ 30,982,238 Registered investment companies .... 48,009,760 -- -- 88,042,289 Participants' notes receivable ..... -- -- 6,203,392 6,203,392 Cash and cash equivalents .......... -- 3,462,362 -- 3,462,362 At contract value Investment contracts ............... -- 54,643,366 -- 54,643,366 ------------ ------------ ------------ ------------- Net assets available for benefits $ 48,009,760 $ 58,105,728 $ 6,203,392 $183,333,647 ============ ============ ============ =============
10
7. Fund Information (Continued) Allocation of net assets available for benefits to investment funds December 31, 1997 -------------------------------------------------------- Company S&P 500 International OTC Equity Stock Fund Index Fund Equity Fund Fund ------------ ------------ ------------- ------------- Investments At fair value BR common stock .............................. $ 28,439,626 $ -- $ -- $ -- Registered investment companies .............. -- -- 11,338,731 17,193,094 Common and collective trusts ................. -- 37,639,517 -- -- Participants' notes receivable ............... -- -- -- -- Cash and cash equivalents .................... 1,390,287 217 82 117 At contract value Investment contracts ......................... -- -- -- -- Dividends and interest receivable .................... 90,710 -- -- -- ------------ ------------ ------------- ------------- Total Assets ........................... 29,920,623 37,639,734 11,338,813 17,193,211 ------------ ------------ ------------- ------------- Administrative expense payable ....................... 3,124 7,532 1,563 1,919 ------------ ------------ ------------- ------------- Net assets available for benefits......... 29,917,499 $ 37,632,202 $ 11,337,250 $ 17,191,292 ============ ============ ============= ============= December 31, 1997 --------------------------------------------------------- Balanced Income Loan Index Fund Fund Fund Total ------------ ------------ ------------- -------------- Investments At fair value BR common stock .............................. $ -- $ -- $ -- $ 28,439,626 Registered investment companies .............. 7,533,848 -- -- 36,065,673 Common and collective trusts ................. -- -- -- 37,639,517 Participants' notes receivable ............... -- -- 5,406,660 5,406,660 Cash and cash equivalents .................... 25,802 1,124,469 -- 2,540,974 At contract value Investment contracts ......................... -- 55,066,805 -- 55,066,805 Dividends and interest receivable .................... 137,219 94,867 -- 322,796 ------------ ------------ ------------ ------------ Total Assets ........................... 7,696,869 56,286,141 5,406,660 165,482,051 ------------ ------------ ------------ ------------ Administrative expense payable ....................... 1,221 32,563 -- 47,922 ------------ ------------ ------------ ------------ Net assets available for benefits........ $ 7,695,648 $ 56,253,578 $ 5,406,660 $165,434,129 ============ ============ ============ ============
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8. Fund Information Allocation of changes in net assets available for benefits to investment funds Year Ended December 31, 1998 --------------------------------------------------------------- Company S&P 500 International OTC Equity Stock Fund Index Fund Equity Fund Fund ------------- ------------- ------------- ------------- Interest income ................................. $ 61,283 $ -- $ -- $ -- Dividend income ................................. 432,654 -- -- -- Net appreciation (depreciation) in the fair value of investments ..................... (4,217,912) -- 1,645,362 -- ------------- ------------- ------------- ------------- Net investment income (loss) ............ (3,723,975) -- 1,645,362 -- Contributions Employer .................................... 1,183,538 -- 637,244 -- Participants' ............................... 1,723,370 -- 979,301 -- Interfund transfers ............................. 4,042,879 (37,632,202) (1,684,285) (17,191,292) Participants' withdrawals and distributions...... (2,145,550) -- (824,853) -- Administrative expenses ......................... (15,523) -- (15,465) -- ------------- ------------- ------------- ------------- Net increase (decrease) ................. 1,064,739 (37,632,202) 737,304 (17,191,292) Net assets available for benefits Beginning of year ........................... 29,917,499 37,632,202 11,337,250 17,191,292 ------------- ------------- ------------- ------------- End of year ................................. $ 30,982,238 $ -- $ 12,074,554 $ -- ============= ============= ============= ============= Year Ended December 31, 1998 --------------------------------------------------------------- Balanced Small-Cap Institutional Income Index Fund Index Fund Index Fund Fund ------------- ------------ ------------- ------------- Interest income ................................. $ -- $ -- $ -- $ 3,472,256 Dividend income ................................. 467,078 762,895 982,576 -- Net appreciation (depreciation) in the fair value of investments ..................... 1,326,224 (1,683,701) 9,751,770 -- ------------- ------------- ------------- ------------- Net investment income (loss) ............ 1,793,302 (920,806) 10,734,346 3,472,256 Contributions Employer .................................... 364,626 982,149 1,867,330 1,698,635 Participants' ............................... 603,269 1,651,796 3,204,713 2,863,876 Interfund transfers ............................. 3,608,447 13,338,392 34,853,768 203,583 Participants' withdrawals and distributions...... (312,269) (824,583) (2,595,640) (6,333,300) Administrative expenses ......................... (14,080) (7,916) (54,757) (52,900) ------------- ------------- ------------- ------------- Net increase (decrease) ................. 6,043,295 14,219,032 48,009,760 1,852,150 Net assets available for benefits Beginning of year ........................... 7,695,648 -- -- 56,253,578 ------------- ------------- ------------- ------------- End of year ................................. $ 13,738,943 $ 14,219,032 $ 48,009,760 $ 58,105,728 ============= ============= ============= ============= Year Ended December 31, 1998 ------------------------------ Loan Fund Total ------------ ------------- Interest income ................................. $ 496,464 $ 4,030,003 Dividend income ................................. -- 2,645,203 Net appreciation (depreciation) in the fair value of investments ..................... -- 6,821,743 ------------- ------------- Net investment income (loss) ............ 496,464 13,496,949 Contributions Employer .................................... -- 6,733,522 Participants' ............................... -- 11,026,325 Interfund transfers ............................. 460,710 -- Participants' withdrawals and distributions...... (160,442) (13,196,637) Administrative expenses ......................... -- (160,641) ------------- ------------- Net increase (decrease) ................. 796,732 17,899,518 Net assets available for benefits Beginning of year ........................... 5,406,660 165,434,129 ------------- ------------- End of year ................................. $ 6,203,392 $ 183,333,647 ============= =============
12 Report of Independent Accountants To the Participants and Administrator of Burlington Resources Inc. Retirement Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Burlington Resources Inc. Retirement Savings Plan (the "Plan") at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted 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. These supplemental schedules are the responsibility of the Plan's management. 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/ PricewaterhouseCoopers LLP June 21, 1999 13 SUPPLEMENTAL SCHEDULES Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 EIN: 91-1413284 Plan: 002 1998 Form 5500
(e) Current (d) Value/ (a) (b)(c) Cost Fair Value ----------------- ----------------- Investment Contracts John Hancock Mutual Life Insurance Company #7216, 5.24%, matures 11/21/00 $ 812,925 $ 812,925 #7354, 5.81%, matures 11/30/99 598,350 598,350 #7354-1, 4.23%, matures 8/1/02 2,514,236 2,514,236 #7474, 6.2%, matures 5/1/07 11,314,430 11,314,430 #7474-2, 4.50%, matures 6/30/01 33,614 33,614 MBL Life Assurance Co. #9-5294-1, 5.10%, matures 6/30/99 104,774 104,774 #9-5294-2, 5.10%, matures 6/30/99 152,744 152,744 #9-5294-3, 5.10%, matures 6/30/99 123,080 123,080 #6-5294-1, 14.40%, matures 6/30/99 864,566 864,566 #6-5294-2, 14.40%, matures 6/30/99 1,260,394 1,260,394 #6-5294-3, 14.40%, matures 6/30/99 1,015,621 1,015,621 Jackson National Life Insurance Company #5-1162, 6.48%, matures 12/30/01 3,111,292 3,111,292
14 Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 EIN: 91-1413284 Plan: 002 1998 Form 5500
(e) Current (d) Value/ (a) (b)(c) Cost Fair Value ----------------- ----------------- Continental Assurance Company #630-05573, 5.6%, matures 9/1/03 $ 3,685,250 $ 3,685,250 #25708-101, 5.67%, matures 7/1/03 5,384,885 5,384,885 Massachusetts Mutual #10516, 6.26%, matures 7/5/02 1,540,146 1,540,146 New York Life Insurance #06753-002, 5.62%, matures 5/12/00 627,471 627,471 Allstate Life Insurance Company #5689, 8.13%, matures 11/1/99 2,688,766 2,688,766 Transamerica Life #76573, 5.9%, matures 11/15/04 3,644,486 3,644,486 BMA #1335, 5.75%, matures 11/17/03 1,509,911 1,509,911 Bankers Trust (Delaware) #92-493, 6.376%, matures 9/30/00 7,007,435 7,007,435 Province of Quebec Obligation 9.125%, matures 3/01/00 2,015,689 2,015,689 General Motors Acceptance Corporation Obligation 7.375%, matures 4/27/00 1,564,856 1,564,856 United States Treasury Obligations 5.375%, matures 6/30/03 1,543,125 1,543,125 United States Treasury Obligations 5.5%, matures 12/31/00 1,525,320 1,525,320 ----------------- ----------------- Total investment contracts $ 54,643,366 $ 54,643,366 ----------------- ----------------- Cash and cash equivilents $ 3,462,362 $ 3,462,362
15 Schedule I Burlington Resources Inc. Retirement Savings Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 EIN: 91-1413284 Plan: 002 1998 Form 5500
(e) Current (d) Value/ (a) (b)(c) Cost Fair Value ----------------- ----------------- * BR common stock $ 35,066,880 $ 30,982,238 Vanguard World Fund - International Growth Portfolio 10,824,687 12,074,554 Vanguard Balanced Index Fund 12,552,124 13,738,943 * Schwab Small-Cap Index Fund 15,402,560 14,219,032 Vanguard Institutional Index Fund 39,735,159 48,009,760 Participants' Notes Receivable, 7% to 10% - 6,203,392 ----------------- ----------------- Total investments $ 171,687,138 $ 183,333,647 ================= =================
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Schedule II Burlington Resources Inc. Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1998 EIN: 91-1413284 Plan: 002 1998 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/(Loss) - -------------------------------------- ------------ ------------- -------------- ------------ -------------- -------------- Series of Transactions BR common stock Purchases $35,019,838 $ - $ - $35,019,838 $35,019,838 $ - Sales - 30,237,721 - 29,870,246 30,237,721 367,475 Vanguard Institutional Index Fund Purchases 56,518,295 - - 56,518,295 56,518,295 - Sales - 18,231,794 - 16,783,136 18,231,794 1,448,658 Vanguard Balanced Index Fund Purchases 10,292,173 - - 10,292,173 10,292,173 - Sales - 5,549,302 - 5,409,893 5,549,302 139,409 Schwab Small-Cap Index Fund Purchases 25,395,483 - - 25,395,483 25,395,483 - Sales - 9,492,750 - 9,992,923 9,492,750 (500,173) Vanguard World Fund - International Growth Portfolio Purchases 5,180,525 - - 5,180,525 5,180,525 - Sales - 6,088,535 - 5,693,006 6,088,535 395,529
17
Schedule II Burlington Resources Inc. Retirement Savings Plan Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1998 EIN: 91-1413284 Plan: 002 1998 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 John Hancock Mutual Life Insurance Company #7354-1 Purchases $9,750,000 - $ - $9,750,000 $9,750,000 $ - Sales - 7,294,557 - 7,294,557 7,294,557 - Commonwealth Life Insurance Company #0019TR Purchases 3,142,062 - - 3,142,062 3,142,062 - Sales - 7,716,585 - 7,716,585 7,716,585 - Fidelity Securities Fund OTC Portfolio Sales - 17,193,094 - 15,706,796 17,193,094 1,486,298 Northern Trust Daily Stock Index Fund Sales - 37,639,517 - 22,743,286 37,639,517 14,896,231
18 EX-23 2 CONSENTS OF EXPERTS AND COUNSEL Exhibit 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement 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 Burlington Resources Inc., of our report dated June 21, 1999 relating to the financial statements of the Burlington Resources Inc. Retirement Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP Houston, Texas June 21, 1999 19 -----END PRIVACY-ENHANCED MESSAGE-----