-----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, COck5zLH1L07Q7WTPGtaaMKr3dDSnFEzu+fs5X++Uwjlv1tPu1pKE66+0tGM9Z0M bML9/TZ05lbYG4HHVRi3dQ== 0000833320-99-000013.txt : 19990701 0000833320-99-000013.hdr.sgml : 19990701 ACCESSION NUMBER: 0000833320-99-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 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: 99656850 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 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: BURLINGTON RESOURCES INC. 5051 Westheimer, Suite 1400 Houston, Texas 77056 THE LL&E SAVINGS PLAN Financial Statements and Schedules December 31, 1998 and 1997 With Independent Auditors' Report Thereon THE LL&E SAVINGS PLAN TABLE OF CONTENTS Page Independent Auditors' Report 1 Financial Statements Statements 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 Supplemental Schedules Schedule 1 - Line 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1998 13 Schedule 2 - Line 27d - Schedule of Reportable Transactions in Excess of 5% of the Current Value of Plan Assets for the year ended December 31, 1998 14 Independent Auditors' Report To the Participants and Administrator of the LL&E Savings Plan: We have audited the statements of net assets available for benefits of The LL&E Savings Plan (the Plan) as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, 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 1 and 2 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 LLP May 27, 1999
THE LL&E SAVINGS PLAN Statements of Net Assets Available for Benefits December 31, 1998 and 1997 1998 1997 --------------- -------------- Cash and cash equivalents at cost plus accrued interest $ 133,836 $ 170,077 Company Stock 23,932,097 * 54,277,481 * LL&E Royalty Trust Units of Beneficial Interest 71,826 200,350 Investment in Funds Schwab Value Advantage Money Fund 4,413,677 * 7,691,521 * Vanguard Bond Index Total Bond Market Fund 1,995,238 2,448,027 Vanguard Index Trust 500 Portfolio Fund 14,507,650 * 16,371,862 * PBHG Growth Fund 3,687,809 * 6,662,103 * Janus Worldwide Fund 6,053,403 * 6,676,176 * Hotchkis & Wiley Balanced Income Fund 495,516 466,721 Strong Schafer Value Fund 2,467,300 3,851,881 Loans to participants 1,145,241 2,126,899 -------------- -------------- Net assets available for benefits $ 58,903,593 $100,943,098 ============== ============== *Represents more than 5% of Plan assets The accompanying notes are an integral part of these financial statements.
2 THE LL&E SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1998 Interest and royalty income $ 223,596 Dividend income 1,038,190 Interest income on loans to participants 102,650 Net realized gains on disposition of investments 1,061,093 Net unrealized depreciation of investments (2,671,255) ---------------- Net investment loss (245,726) ---------------- Contributions Employer 2,024,765 Employees 2,291,735 ---------------- Total contributions 4,316,500 ---------------- Benefit payments for terminations and withdrawals (45,942,748) Forfeitures (167,531) ---------------- Net decrease in net assets available for benefits (42,039,505) Net assets available for benefits Beginning of year 100,943,098 ---------------- End of year $ 58,903,593 ================ The accompanying notes are an integral part of these financial statements. 3 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, wholly-owned subsidiaries of Burlington Resources Inc. ("BR" or "the Company"). 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. Company Stock - Contributions are invested in Common Stock of BR. LL&E Royalty Trust Units of Beneficial Interest ("Units") - No new amounts are being invested in this fund, except that income on existing Units and any repayments of loans to participants in this fund are reinvested in additional Units. Schwab Value Advantage Money Fund - Contributions are invested in this fund which invests in high quality short-term debt securities such as certificates of deposit, commercial paper and publicly traded bonds. Vanguard Bond Index Total Bond Market Fund - Contributions are invested in this 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. Vanguard Index Trust 500 Portfolio Fund - Contributions are invested in this fund 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. PBHG Growth Fund - Contributions are invested in this fund which invests in common stocks and convertible securities of companies with market capitalization or annual revenues under $1.5 billion. Janus Worldwide Fund - Contributions are invested in this fund which invests in common stocks of foreign and domestic companies. Hotchkis & Wiley Balanced Income Fund - Contributions are invested in this fund which invests in equity securities of domestic and foreign companies, fixed-income securities and money market obligations. Strong Schafer Value Fund - Contributions are invested in this fund which invests in common stocks of domestic companies and other equity securities. 4 THE LL&E SAVINGS PLAN Notes to Financial Statements 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. Participants in the Plan are permitted to direct the investment of their contributions to the Plan in any of the funds except for the LL&E Royalty Trust Units of Beneficial Interest and the loans to participants and may make up to eight transfers per year between these funds. 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 is 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. The number of participants by fund at December 31, 1998 was as follows. Number of Fund Participants ----------------------------------------------- -------------- Company Stock 345 LL&E Royalty Trust Units of Beneficial Interest 36 Schwab Value Advantage Money Fund 161 Vanguard Bond Index Total Bond Market Fund 134 Vanguard Index Trust 500 Portfolio Fund 276 PBHG Growth Fund 226 Janus Worldwide Fund 225 Hotchkis & Wiley Balanced Income Fund 38 Strong Schafer Value Fund 106 Loans to participants 140 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, 1998 numbered 345. (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. 5 THE LL&E SAVINGS PLAN Notes to Financial Statements (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. 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 Covered Credited Service Compensation -------------------------- ----------------- Less than 5 years 50% 5 years or more 100% In 1998, employer matching contributions reflect the participants' current investment elections. In 1997, all employer matching contributions were invested in Company Stock. 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 Plan Provisions Participants in the Plan become fully vested in their account balance derived from employer contributions upon the earliest to occur of the following. Completion of five years of service Attainment of age 65 Retirement pursuant to the early retirement provisions of The LL&E Pension Plan Death Termination of employment by reason of a reduction in labor force Total disability, as defined in the Plan In the event of a change in control, as defined in the Plan 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. 6 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 from the portions of their account derived from employer contributions except 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 arises. Accordingly, net assets available for benefits as of December 31, 1998 and 1997 and changes in net assets available for benefits for the year ended December 31, 1998 differ from that reported in Form 5500 as follow. Net Assets Available for Benefits ---------------------------- 1998 1997 ------------ -------------- As reported $ 58,903,593 $ 100,943,098 Effect of accrued benefits payable (3,352,920) (6,623,135) ------------- -------------- As reported in Form 5500 $ 55,550,673 $ 94,319,963 ============= ============== 7 THE LL&E SAVINGS PLAN Notes to Financial Statements Changes in Net Assets Available for Benefits ---------------- 1998 ---------------- As reported $ (42,039,505) Effect of accrued benefits payable 3,270,215 ---------------- As reported in Form 5500 $ (38,769,290) ================ (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, 1998. Aggregate market value of Company Stock sold $ 28,489,415 Aggregate cost basis of Company Stock sold 29,154,612 ------------ Net realized losses on sale of Company Stock (665,197) ------------ Aggregate market value of other investments sold 41,988,785 Aggregate cost basis of other investments sold 40,262,495 ------------ Net realized gains on sale of other investments 1,726,290 ------------ $ 1,061,093 ============ (4) Distribution of the Units 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 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 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. (5) 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. 8 THE LL&E SAVINGS PLAN Notes to Financial Statements 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. (6) 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. (7) Other Matters On October 22, 1997, LL&E was merged with and into a subsidiary of 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 at the time of the merger, was exchanged for 1.525 shares of Common Stock of BR. Effective January 1, 1999, the LL&E Savings Plan was merged with and into the Burlington Resources Inc. Retirement Savings Plan such that the BR Retirement Savings Plan shall be the continuing plan. 9 THE LL&E SAVINGS PLAN Notes to Financial Statements
(8) Fund Information Net assets available for benefits by fund at December 31, 1998 and 1997 were as follow. December 31, 1998 --------------------------------------------------------------------------- LL&E Vanguard Vanguard Royalty Trust Schwab Bond Index Index Units of Value Total Bond Trust 500 Company Beneficial Advantage Market Portfolio Stock Interest Money Fund Fund Fund ------------- ------------- ------------ ------------ ------------- Cash and cash equivalents at cost plus accrued interest $ 133,768 $ 68 $ -- $ -- $ -- Company Stock 23,932,097 -- -- -- -- LL&E Royalty Trust Units of Beneficial Interest -- 71,826 -- -- -- Investment in Funds Schwab Value Advantage Money Fund -- -- 4,413,677 -- -- Vanguard Bond Index Total Bond Market Fund -- -- -- 1,995,238 -- Vanguard Index Trust 500 Portfolio Fund -- -- -- -- 14,507,650 PBHG Growth Fund -- -- -- -- -- Janus Worldwide Fund -- -- -- -- -- Hotchkis & Wiley Balanced Income Fund -- -- -- -- -- Strong Schafer Value Fund -- -- -- -- -- Loans to participants -- -- -- -- -- -------------- ------------- ------------ ------------ ------------- Net assets available for benefits $ 24,065,865 $ 71,894 $ 4,413,677 $ 1,995,238 $ 14,507,650 ============== ============= ============ ============ ============= Number of shares/units outstanding 668,261 29,465 4,413,677 193,310 127,316 ============== ============= ============ ============ ============= Per share/unit $ 36.103 $ 2.440 $ 1.000 $ 10.321 $ 113.950 ============== ============= ============ ============ ============= December 31, 1998 ---------------------------------------------------------------------------------------- Hotchkis & Wiley PBHG Janus Balanced Strong Growth Worldwide Income Schafer Loans to Fund Fund Fund Value Fund Participants Total ----------- ------------ ----------- ------------- ------------- -------------- Cash and cash equivalents at cost plus accrued interest $ -- $ -- $ -- $ -- $ -- $ 133,836 Company Stock -- -- -- -- -- 23,932,097 LL&E Royalty Trust Units of Beneficial Interest -- -- -- -- -- 71,826 Investment in Funds Schwab Value Advantage Money Fund -- -- -- -- -- 4,413,677 Vanguard Bond Index Total Bond Market Fund -- -- -- -- -- 1,995,238 Vanguard Index Trust 500 Portfolio Fund -- -- -- -- -- 14,507,650 PBHG Growth Fund 3,687,809 -- -- -- -- 3,687,809 Janus Worldwide Fund -- 6,053,403 -- -- -- 6,053,403 Hotchkis & Wiley Balanced Income Fund -- -- 495,516 -- -- 495,516 Strong Schafer Value Fund -- -- -- 2,467,300 -- 2,467,300 Loans to participants -- -- -- -- 1,145,241 1,145,241 ----------- ------------ ----------- ------------- ------------- -------------- Net assets available for benefits $ 3,687,809 $ 6,053,403 $ 495,516 $ 2,467,300 $ 1,145,241 $ 58,903,593 =========== ============ =========== ============= ============= ============== Number of shares/units outstanding 144,394 127,817 26,583 41,614 =========== ============ =========== ============= Per share/unit $ 25.540 $ 47.360 $ 18.640 $ 59.290 =========== ============ =========== =============
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THE LL&E SAVINGS PLAN Notes to Financial Statements (8) Fund Information, continued December 31, 1997 ------------------------------------------------------------------------------------- LL&E Vanguard Vanguard Royalty Trust Schwab Bond Index Index Units of Value Total Bond Trust 500 Company Beneficial Advantage Market Portfolio Stock Interest Money Fund Fund Fund ------------- --------------- ---------------- --------------- ------------- Cash and cash equivalents at cost plus accrued interest $ 170,077 $ -- $ -- $ -- $ -- Company Stock 54,277,481 -- -- -- -- LL&E Royalty Trust Units of Beneficial Interest -- 200,350 -- -- -- Investment in Funds Schwab Value Advantage Money Fund -- -- 7,691,521 -- -- Vanguard Bond Index Total Bond Market Fund -- -- -- 2,448,027 -- Vanguard Index Trust 500 Portfolio Fund -- -- -- -- 16,371,862 PBHG Growth Fund -- -- -- -- -- Janus Worldwide Fund -- -- -- -- -- Hotchkis & Wiley Balanced Income Fund -- -- -- -- -- Strong Schafer Value Fund -- -- -- -- -- Loans to participants -- -- -- -- -- ------------- --------------- ---------------- --------------- ------------- Net assets available for benefits $ 54,447,558 $ 200,350 $ 7,691,521 $ 2,448,027 $ 16,371,862 ============= =============== ================ =============== ============= Number of shares/units outstanding 1,211,213 40,556 7,691,521 242,619 181,768 ============= =============== ================ =============== ============= Per share/unit $ 44.953 $ 4.940 $ 1.000 $ 10.090 $ 90.070 ============= =============== ================ =============== ============= December 31, 1997 ------------------------------------------------------------------------------------------------- Hotchkis & Wiley PBHG Janus Balanced Strong Growth Worldwide Income Schafer Loans to Fund Fund Fund Value Fund Participants Total ------------ --------------- ---------------- --------------- ------------- ----------- Cash and cash equivalents at cost plus accrued interest $ -- $ -- $ -- $ -- $ -- $ 170,077 Company Stock -- -- -- -- -- 54,277,481 LL&E Royalty Trust Units of Beneficial Interest -- -- -- -- -- 200,350 Investment in Funds Schwab Value Advantage Money Fund -- -- -- -- -- 7,691,521 Vanguard Bond Index Total Bond Market Fund -- -- -- -- -- 2,448,027 Vanguard Index Trust 500 Portfolio Fund -- -- -- -- -- 16,371,862 PBHG Growth Fund 6,662,103 -- -- -- -- 6,662,103 Janus Worldwide Fund -- 6,676,176 -- -- -- 6,676,176 Hotchkis & Wiley Balanced Income Fund -- -- 466,721 -- -- 466,721 Strong Schafer Value Fund -- -- -- 3,851,881 -- 3,851,881 Loans to participants -- -- -- -- 2,126,899 2,126,899 ------------ --------------- ---------------- --------------- ------------- ------------ Net assets available for benefits $ 6,662,103 $ 6,676,176 $ 466,721 $ 3,851,881 $ 2,126,899 $100,943,098 ============ =============== ================ =============== ============= ============ Number of shares/units outstanding 262,391 176,712 24,195 60,280 ============ =============== ================ =============== Per share/unit $ 25.390 $ 37.780 $ 19.290 $ 63.900 ============ =============== ================ ===============
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THE LL&E SAVINGS PLAN Notes to Financial Statements (9) Fund Information Changes in net assets available for benefits by fund for the year ended December 31, 1998 follow. LL&E Vanguard Vanguard Royalty Trust Schwab Bond Index Index Units of Value Total Bond Trust 500 Company Beneficial Advantage Market Portfolio Stock Interest Money Fund Fund Fund -------------- ---------------- ---------------- --------------- --------------- Interest and royalty income $ 600 $ 13 $ 152,543 $ 70,440 $ -- Dividend income 450,015 17,698 176,494 74,088 240,757 Interest income on loans to participants 9,733 -- 9,608 4,566 29,787 Net realized gains (losses) on disposition of investments (666,497) (6,146) -- 11,970 1,174,963 Net unrealized appreciation (depreciation) of investments (5,577,596) (72,643) -- 24,206 2,374,509 -------------- ---------------- ---------------- --------------- --------------- Net investment income (loss) (5,783,745) (61,078) 338,645 185,270 3,820,016 Contributions Employer 956,527 -- 105,002 56,650 376,299 Employees 203,768 -- 175,329 93,107 762,685 Benefit payments for terminations and withdrawals (22,833,002) (43,050) (6,991,380) (1,252,564) (7,901,381) Forfeitures (165,164) (694) (85) (193) (406) Transfers between funds - net (2,760,077) (23,634) 3,094,645 464,941 1,078,575 -------------- ---------------- ---------------- --------------- --------------- Net increase (decrease) in net assets available for benefits (30,381,693) (128,456) (3,277,844) (452,789) (1,864,212) Net assets available for benefits Beginning of year 54,447,558 200,350 7,691,521 2,448,027 16,371,862 -------------- ---------------- ---------------- --------------- --------------- End of year $ 24,065,865 $ 71,894 $ 4,413,677 $ 1,995,238 $ 14,507,650 ============== ================ ================ =============== =============== Hotchkis & Wiley PBHG Janus Balanced Strong Growth Worldwide Income Schafer Loans to Fund Fund Fund Value Fund Participants Total -------------- --------------- -------------- -------------- --------------- ------------ Interest and royalty income $ -- $ -- $ -- $ -- $ -- $ 223,596 Dividend income -- 24,343 39,714 15,081 -- 1,038,190 Interest income on loans to participants 19,916 19,028 1,018 8,994 -- 102,650 Net realized gains (losses) on disposition of investments (93,973) 604,829 19,401 16,546 -- 1,061,093 Net unrealized appreciation (depreciation) of investments 20,239 851,669 (36,554) (255,085) -- (2,671,255) -------------- --------------- -------------- -------------- --------------- ------------ Net investment income (loss) (53,818) 1,499,869 23,579 (214,464) -- (245,726) Contributions Employer 222,343 183,678 20,072 104,194 -- 2,024,765 Employees 398,941 415,501 36,957 205,447 -- 2,291,735 Benefit payments for terminations and withdrawals (2,195,379) (2,743,986) (248,782) (1,565,117) (168,107) (45,942,748) Forfeitures (426) (430) -- (133) -- (167,531) Transfers between funds - net (1,345,955) 22,595 196,969 85,492 (813,551) -- -------------- --------------- -------------- -------------- --------------- ------------ Net increase (decrease) in net assets available for benefits (2,974,294) (622,773) 28,795 (1,384,581) (981,658) (42,039,505) Net assets available for benefits Beginning of year 6,662,103 6,676,176 466,721 3,851,881 2,126,899 100,943,098 -------------- --------------- -------------- -------------- --------------- ------------ End of year $ 3,687,809 $ 6,053,403 $ 495,516 $ 2,467,300 $ 1,145,241 $58,903,593 ============== =============== ============== ============== =============== ============
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Schedule 1 THE LL&E SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 Number of shares, units or principal Current amount Cost value ----------------- -------------- ------------- Cash and cash equivalents 133,836 $ 133,836 $ 133,836 Company Stock 668,261 15,251,150 23,932,097 LL&E Royalty Trust Units of Beneficial Interest 29,465 181,773 71,826 Schwab Value Advantage Money Fund 4,413,677 4,413,677 4,413,677 Vanguard Bond Index Total Bond Market Fund 193,310 1,919,023 1,995,238 Vanguard Index Trust 500 Portfolio Fund 127,316 8,891,774 14,507,650 PBHG Growth Fund 144,394 3,483,766 3,687,809 Janus Worldwide Fund 127,817 4,450,780 6,053,403 Hotchkis & Wiley Balanced Income Fund 26,583 524,621 495,516 Strong Schafer Value Fund 41,614 2,514,333 2,467,300 Loans to participants - - 1,145,241 * -------------- ------------- Total Assets Held for Investment Purposes $ 41,764,733 $ 58,903,593 ============== ============= * Loans to participants bear interest between 6% and 9% and have maturities ranging from one to five years.
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Schedule 2 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, 1998 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 $ 5,653,348 $ -- $ -- Schwab Value Advantage Money Fund -- 8,931,191 -- Vanguard Index Trust 500 Portfolio Fund -- 9,988,914 -- Common Stock of Burlington Resources Inc. -- 28,489,415 -- Current value of assets on Net Cost of transaction gain assets date (loss) -------------- -------------- --------------- Category (iii) - Series of securities transactions Schwab Value Advantage Money Fund $ 5,653,348 $ 5,653,348 $ -- Schwab Value Advantage Money Fund 8,931,191 8,931,191 -- Vanguard Index Trust 500 Portfolio Fund 8,813,950 9,988,914 1,174,964 Common Stock of Burlington Resources Inc. 29,154,612 28,489,415 (665,197)
There were no (i), (ii), or (iv) reportable transactions during the year. 14
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